TOMS Capital Investment Management LP

A. General Description of Advisory Firm. 1. TOMS Capital Investment Management LP TOMS Capital Investment Management LP (the “Investment Manager,” “we,” and “us”), is a Delaware limited partnership that was formed in 2017. Our principal office and place of business is located in New York, NY. Our principal owners are Mr. Noam Gottesman and Mr. Benjamin Pass. Mr. Gottesman is the Senior Member of TCIM Management GP LLC, the general partner of the Investment Manager (“TCIM Management GP”). Mr. Gottesman is also the Senior Member of TCIM GP MM LLC (“TCIM GP MM”) and the managing member of TCIM GP LLC (the “Fund General Partner”), both of which are limited liability companies organized under the laws of the state of Delaware. Mr. Benjamin Pass, who serves as the Chief Investment Officer (“CIO”) of the Funds (as defined below) and is responsible for their day-to-day investment activities, is also a partner of the Investment Manager and a member of the Fund General Partner. 2. Fund General Partners Our registration on Form ADV also covers the Fund General Partner. The Fund General Partner is an affiliate of the Investment Manager and serves or may serve as the general partner of pooled investment vehicles that are U.S. or offshore partnerships. The Fund General Partner’s facilities and personnel are provided by the Investment Manager. Each of the Fund General Partner, TCIM GP MM, the Investment Manager and TCIM Management GP has established a management board (each a “Management Board”, and collectively, the “Management Boards”) which, with the exception of limited consent rights held by Mr. Gottesman upon the occurrence of certain extraordinary events, has been irrevocably delegated responsibility for all aspects of the management and operation of the Fund General Partner, TCIM GP MM, the Investment Manager and TCIM Management GP, respectively. The members of each Management Board are Messrs. Benjamin Pass and Anup Patel. B. Description of Advisory Services. 1. Advisory Services. We serve as the investment adviser, with discretionary trading authority, to private pooled investment vehicles, the securities of which we offer to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”) and separately managed accounts, which may be organized as funds of one (each, a “Managed Account”). We also provide advisory services to pooled vehicles not offered to U.S. investors. As used herein, the term “client” generally refers to

each such pooled vehicle, Fund, Managed Account, and any co-investment vehicle (as appropriate). The Funds include: (1) TCIM Fund LP, a Delaware limited liability partnership (the “Domestic Fund”); (2) TCIM Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”, and together with the Domestic Fund, the “Feeder Funds”); (3) TCIM Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”, and together with the Domestic Fund and the Offshore Fund, the “Main Funds”), which serves as the master fund into which the Feeder Funds invest all of their assets through a “master feeder” structure. The Fund General Partner serves as the general partner of the Domestic Fund. The Investment Manager has provided, and may in the future provide, advisory services to coinvestment vehicles, which have and are expected to have investment programs that overlap with clients, but which the Investment Manager expects will be more concentrated. This Brochure generally includes information about us and our relationships with our clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act of 1940, 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. 2. Investment Strategies and Types of Investments. Our objective is to generate superior, absolute returns throughout the complete economic and market cycle. We generally cause our clients to invest in liquid securities, with separate, but overlapping (to varying degrees), investment objectives, in the following strategies: (1) the flagship strategy, an opportunistic global, equity/long-short strategy with an event-driven/catalyst overlay, (the “Flagship Strategy”); (2) a strategy derivative of the Flagship Strategy that invests on a long-only basis and is expected to be more concentrated; and (3) a strategy derivative of the Flagship Strategy which also seeks to hedge out benchmark risk. We believe that event-oriented investing is attractive because situational complexity and market dynamics can lead to significant price distortions. Corporate special situations are often characterized by (i) extraordinary corporate events; (ii) complex operating businesses, capital

structures and securities; (iii) transitions in credit quality; and (iv) legal and regulatory changes. The complexity inherent in these special situations can introduce uncertainty which we believe often masks the underlying value of businesses, securities and financial instruments. We utilize in-depth fundamental research to formulate a differentiated view and assessment of return potential. To accomplish this, the intrinsic value of a security is calculated utilizing various investment analyses including sum of parts, discounted cash flow, market comparables, and other valuation methodologies that we deem to be appropriate. Investments are targeted that exhibit a significantly positive expected value and are sized based on an assessment of dollars lost in a range of downside scenarios. We seek to exploit undervalued and overvalued opportunities as well as other inefficiencies in the market, and as a result, some client portfolios consist of both long and short positions, some of which may be concentrated and/or leveraged in an effort to seek to achieve greater returns than could be achieved in the absence of such concentration and/or leverage. Investments in financial instruments may be made on exchanges and over-the-counter. We may cause our clients to invest excess cash balances in short-term investments that we deem appropriate. Certain of our clients pursue a specific investment idea or thesis, the investments of which may also be commonly held by other clients. The investment strategy for each Managed Account is detailed in the relevant Managed Account’s investment management agreement. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies we pursue and investments we make on behalf of our clients, 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 client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. C. Availability of Customized Services for Individual Clients. Our investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as set forth in its respective offering documents. References herein to the term “offering documents” shall also include the constitutional and organizational documents of a client, as applicable. The investment objectives and guidelines of the Managed Accounts are determined in conjunction with the applicable client. The Investment Manager, in its role as investment adviser to the Funds, and/or the Fund General Partner, in their roles as the general partner of certain Funds that are partnerships, from time to time agree to supplements, clarifications, or variations of the terms of a Fund’s offering, subscription, or organizational documents in “side letters” or similar agreements.

D. Wrap Fee Programs. We do not currently participate in any Wrap Fee Programs. E. Assets Under Management. We manage, on a discretionary basis, approximately $2,806,693,741 of client assets, determined as of December 31, 2025.

A. Advisory Fees and Compensation. The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. The fees applicable to each Managed Account are set forth in detail in each Managed Account’s investment management agreement. A brief summary of such fees, expenses, and compensation (all of which is qualified by and subject to the language of the client’s offering documents or investment management agreements, as applicable) is provided below. 1. Domestic Fund Management Fee. The Domestic Fund pays the Investment Manager as of the beginning of each month a fee for management services (the “Management Fee”) equal to the product of the applicable Management Fee Rate (as defined below) multiplied by the balance of each capital account of a limited partner as of the beginning of such month (before taking into account the estimated accrued Incentive Allocation (as defined below), if any). “Management Fee Rate” means 2.0% (annualized). Payment of the Management Fee will be made within 10 days of the beginning of each month or as soon as reasonably practicable thereafter. The Investment Manager, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any limited partner, including, without limitation, any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. The Fund General Partner and certain other affiliates of the Investment Manager will not be charged the Management Fee. The Fund General Partner may, without the consent of the limited partners, cause the Management Fee to be charged to and paid by the Master Fund instead of the Domestic Fund. Incentive Allocation. Generally, at the end of each fiscal year of the Domestic Fund, the Domestic Fund will reallocate from each capital account of each limited partner to the capital account of the Fund General Partner an amount (the “Incentive Allocation”) equal to the result of the Incentive Allocation Rate (as defined below) multiplied by the amount of the net capital appreciation allocated to such capital account of such limited partner for such fiscal year after reduction by an amount equal to the amount of the Management Fee debited to such capital account

for such fiscal year; provided, however, that the net capital appreciation upon which the calculation of the Incentive Allocation is based will be reduced to the extent of any balance in such capital account’s Loss Recovery Account (as defined below). The Incentive Allocation will also be made with respect to net capital appreciation attributable to amounts withdrawn and to amounts transferred (provided that such transfer results in a change in the beneficial ownership of the interest transferred) and in connection with the termination of the Domestic Fund. The “Incentive Allocation Rate” means 20%. The Domestic Fund maintains a loss recovery account (a “Loss Recovery Account”) for each capital account of a limited partner that tracks the losses that must be recouped before an Incentive Allocation can be made with respect to such capital account of a limited partner (i.e., tracks the “high water mark” of such capital account). The balance in each capital account’s Loss Recovery Account is adjusted at the end of each fiscal year to reflect the aggregate net capital depreciation with respect to such capital account, if any, and is adjusted as necessary to account for net capital appreciation and intra-year withdrawals. Solely for purposes of determining an adjustment to the balance of a capital account’s Loss Recovery Account, net capital appreciation and net capital depreciation for any applicable period will be calculated by taking into account the amount of the Management Fee debited to such capital account for such period. Additional capital contributions do not affect the balance of any Loss Recovery Account. The Incentive Allocation is not made with respect to a capital account until the balance of such capital account’s Loss Recovery Account has been reduced to zero. The Fund General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any limited partner, including, without limitation, any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. 2. Offshore Fund Management Fee. The Offshore Fund pays the Investment Manager as of the beginning of each month a fee for management services (the “Management Fee”) equal to the product of the applicable Management Fee Rate (as defined below) multiplied by the NAV of each series of shares as of the beginning of such month (before taking into account the estimated accrued Incentive Fee (as defined below), if any). “Management Fee Rate” means 2.0% (annualized). Payment of the Management Fee will be made within 10 days of the beginning of each month or as soon as reasonably practicable thereafter. The Investment Manager, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any shareholder, including any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. The

Investment Manager may, without the consent of the shareholders, cause the Management Fee to be charged to and paid by the Master Fund instead of the Offshore Fund. Incentive Fee. At the end of each fiscal year of the Offshore Fund, the Offshore Fund will pay to the Investment Manager an amount (the “Incentive Fee”) equal to the result of the Incentive Fee Rate (as defined below) multiplied by the net realized and unrealized appreciation in the NAV of each series of shares, adjusted for any redemption of shares and for any accruals of the Incentive Fee during the relevant fiscal year (the “Adjusted NAV”); provided, however, that the Offshore Fund will pay an Incentive Fee only with respect to the excess of the Adjusted NAV of a series of shares over its Prior High NAV (as defined below). The Incentive Fee will also be paid with respect to amounts redeemed and to shares transferred (provided that such transfer results in a change in the beneficial ownership of the shares transferred) and in connection with the termination of the Offshore Fund. “Incentive Fee Rate” means 20%. The “Prior High NAV” of each series of shares is the NAV of that series immediately following the date as of which the last Incentive Fee earned with respect to such series was determined (or if no Incentive Fee has yet been determined with respect to such series, the NAV of such series immediately following the initial issuance of such series) reduced by any investorrelated taxes accrued or paid subsequent to either such date. If shares of a particular series are redeemed other than at the end of a fiscal year as of which an Incentive Fee is payable with respect to such series, the Prior High NAV of such series will be reduced in the same proportion as the reduction in the NAV of that series caused by such redemption. The Incentive Fee will be paid separately with respect to each series of shares issued to a shareholder. Accordingly, it is possible that an Incentive Fee may be payable with respect to one series of shares even though another series of shares held by the same shareholder has not appreciated, or has depreciated in value during the same period. In the sole discretion of the Investment Manager, the Incentive Fee may be waived, reduced or calculated differently with respect to the series of shares of any shareholder, including, without limitation, any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such person. The Investment Manager may, without the consent of the shareholders, cause the Incentive Fee to be charged to and paid by the Master Fund instead of the Offshore Fund. 3. Managed Accounts All fees for Managed Accounts are subject to negotiation and established pursuant to each Managed Account’s investment management agreement or offering document. Generally, these agreements are terminable upon receipt by either party from the other of prior written notice of termination and after the expiration of the specified notice period and the client will be entitled to any unearned prepaid portion of the management fee to the extent applicable.

B. Payment of Fees. Fees and compensation paid to the Investment Manager or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed above, to the extent charged, management fees are generally deducted on a monthly basis and incentive allocation/fee amounts are generally deducted on an annual basis. C. Additional Fees and Expenses. Each of the Domestic Fund and the Offshore Fund bears its own operating and other expenses and its pro rata share of the operating and other expenses of the Master Fund, as applicable, in each case, including, but not limited to, investment-related expenses (e.g., brokerage commissions and transaction costs, clearing and settlement charges, custodial fees, interest expense, borrowing charges on securities sold short, research-related expenses (paid directly or paid indirectly via “soft dollars”), including, without limitation, third-party research, news and quotation equipment and services (including fees for data and software providers, including, without limitation, expert networks), fees and costs related to portfolio risk analytics, and third party trading-related software, including trade order management software (i.e., the software used to model and route trade orders) and data warehouse software), investment related travel expenses (including meals, lodging and travel costs); legal and compliance expenses (which include, without limitation, investment-related legal fees and expenses (including review, advice and negotiation of agreements and other documents), fees and expenses incurred in responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Funds and for their respective portfolios), insurance costs incurred in connection with the Funds’ business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for certain Funds’ directors and the Investment Manager, the Fund General Partner and their respective affiliates), accounting, audit and tax preparation and consulting expenses, organizational expenses, taxes, expenses relating to the offer and sale of the interests, including legal and related fees and expenses in negotiating agreements and other documents, fees and expenses relating to proxy voting research, reporting, execution and recordkeeping services, fees and expenses relating to class action recovery services, fees and expenses of the Funds’ administrator and certain Funds’ directors, AML officer fees; expenses related to the maintenance of certain Funds’ registered office, corporate licensing, extraordinary expenses and other similar expenses. Expenses of the Funds, other than expenses which the Investment Manager determines in its sole discretion should be allocated to a particular investor in the Funds, generally will be shared by all of investors in the Funds, (including, for the Fund General Partner, where applicable), pro rata in accordance with each investor’s capital account or share class balance. If any of the above expenses are incurred jointly for the account of a Fund and any other client or proprietary account sponsored or managed by the Fund General Partner, the Investment Manager or their affiliates (each, an “Other Account”), such expenses will be allocated among the applicable Fund or Funds and such Other Accounts based on the relative assets under management, or in such other manner as we consider fair and reasonable. To the extent that any such expenses are not permitted to be allocated to a client, or the Investment Manager has determined to not allocate any such expenses to a client (each, an “Ineligible Client”), but are otherwise capable of being allocated to one or more other clients (“Eligible Clients”), such expenses shall be allocated

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A. Methods of Analysis and Investment Strategies. Our objective is to generate superior, absolute returns throughout the complete economic and market cycle. We cause the clients to invest primarily in publicly traded equities, and invest opportunistically in other corporate securities and derivatives. We may cause our clients to take positions in other securities, derivatives and other financial instruments, though generally for the primary purpose of hedging exposures embedded in our client’s primary investment positions. We may also cause some of our clients to make (i) private investments in public companies that have shares of stock that are quoted on stock exchanges or which trade in the over-the-counter securities market, particularly those that close on a concurrent basis with business combinations that are being pursued by certain special purpose acquisition companies (a “SPAC”, and each such investment, a “SPAC PIPE”), and (ii) investments in securities issued by SPACs. We utilize in-depth fundamental research to formulate a differentiated view and assessment of return potential. To accomplish this, the intrinsic value of a security is calculated utilizing various investment analyses including sum of parts, discounted cash flow, market comparables, and other valuation methodologies that we deem to be appropriate. Investments are targeted that exhibit a significantly positive expected value and sized based on an assessment of dollars lost in a range of downside scenarios. We seek to exploit overvalued and undervalued opportunities as well as other inefficiencies in the market, and as a result, some client portfolios consist of both long and short positions, some

of which may be concentrated and/or leveraged in an effort to seek to achieve greater returns than could be achieved in the absence of such concentration and/or leverage. Investments in financial instruments may be made on exchanges and over-the-counter. We may cause our clients to invest excess cash balances in short-term investments that we deem appropriate. Certain of our clients may pursue a specific investment idea, the investments of which may also be commonly held by other clients. B. Material, Significant or Unusual Risks Relating to Investment Strategies. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. While all clients and investors in funds advised by the Investment Manager are encouraged to review the disclosures in this item, not all risk factors or portions thereof may be applicable to a particular client’s or fund’s investment strategy (e.g., co-investment vehicles with investment programs that overlap with other clients but which the Investment Manager expects will be more concentrated). Risks of Investments Generally. Clients face the risk that the entire amount invested may be lost. We cause our clients to invest in and actively trade securities and other financial instruments using investment techniques with certain risk characteristics, including, without limitation, risks arising from the volatility of the equity markets and the potential illiquidity of securities and other financial instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that our clients’ investment objectives will be achieved. General Economic and Market Conditions. The success of our clients’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of our clients’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of our clients’ investments. Volatility or illiquidity could impair our clients’ profitability or result in losses. We may cause our clients to maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Assumption of Catastrophe Risks. Clients 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 and 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 or issuers in which our clients invest (or has a material negative impact on the operations of the Investment Manager or its service providers), the risks of loss can be substantial and could have a material adverse effect on clients and their investments. Furthermore, any such event may also adversely impact one or more individual investors’ financial condition, which could result in

substantial withdrawal requests by such investors as a result of their individual liquidity situations and irrespective of Fund performance. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have material adverse effects on the securities held by the Master Fund. The Investment Manager believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and business, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the securities. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of securities whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as sever environmental events whose occurrence is inherently unpredictable. Event-Driven. The success of our clients’ event-driven investments depends upon our ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as we had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to our client of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions

resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws and foreign securities laws; and (vii) inability to obtain adequate financing. With respect to certain clients, the underlying event that is driving their investment may depend on the active cooperation of investors and others with an interest in a subject company, particularly if the event is predicated on a change in corporate governance strategies of an issuer. Some investors may have interests which diverge significantly from those of such clients, and some of those parties may be indifferent to proposed changes. Moreover, securities that the Investment Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the Investment Manager anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow clients to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Because of the inherently speculative nature of event-driven investing, the results of our clients’ operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short. The success of our clients’ long/short investments depends upon our ability to identify and cause our clients to purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying our clients’ positions were to fail to converge toward, or were to diverge further from values we expect, our clients may incur losses. In the event of market disruptions, significant losses can be incurred which may force our clients to close out one or more positions. Furthermore, the financial and valuation models used to determine whether a position presents an attractive opportunity may become outdated and inaccurate as market conditions change. Corporate Governance and Engagement with Issuers. In certain instances, the success of the clients’ investments may depend upon, among other things: (i) our ability to properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) the clients’ ability to acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) the clients’ ability to avoid triggering anti-takeover and regulatory obstacles while aggregating their positions; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to our proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market

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We provide investment advice to Funds and Managed Accounts, as described above.

As discussed in Item 5, the Investment Manager generally receives an incentive allocation/fee equal to a percentage of the net realized and unrealized profits allocated to each client/investor, accrued at the end of each fiscal year. The Investment Manager currently charges an incentive allocation/fee to some (but not all) of its clients and the Investment Manager allocates eligible investment opportunities to all clients consistent with its allocation policies and procedures

and consistent with each client’s investment objective. Given the difference in clients’ investment strategies, clients employing different strategies are not expected to invest pari passu. However, if an investment opportunity is appropriate for clients employing the same strategy, generally, the Investment Manager allocates securities among such clients on a pro rata basis. The variation of incentive allocation/fee models among the Investment Manager’s clients creates an incentive for the Investment Manager to favor the client accounts with the greatest incentive allocation/fee percentage. The Investment Manager is committed to allocating investment opportunities on a fair and equitable basis and has implemented policies and procedures reasonably designed to identify and mitigate the conflicts of interest described above. The incentive allocation/fee provides an incentive for the Investment Manager to make riskier or more speculative investments on behalf of a client than it might make otherwise. Notwithstanding this incentive, the Investment Manager will evaluate investments in a manner that it considers to be in the best interest of its clients, given those clients’ investment objectives, investment strategies, suitability of the investment, and risk profile.

A. Broker-Dealer Registration Status. Neither we nor any of our management persons are registered as broker-dealers and none of us have any application pending to register with the SEC as a broker-dealer or a registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. Neither we nor any of our management persons are registered as, and none of us have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. C. Material Conflicts of Interest Relating to Other Investment Advisers and Related Persons. The Fund General Partner, the Investment Manager and their affiliates provide advisory services to, and share certain non-investment personnel and resources with, TOMS Capital LLC (the “Family Office”), which manages the capital of Mr. Gottesman and his family. This may result in a number of actual and potential conflicts of interest. The Investment Manager has adopted certain measures set forth in its Code of Ethics, and its broader Compliance Manual, including, but not limited to, the creation of a “Restricted List” of securities about which a determination has been made that it is prudent to restrict trading activity, to mitigate such conflicts of interest. In addition, with the exception of limited consent rights upon the occurrence of certain extraordinary events involving the respective businesses of the Investment Manager and TCIM Management GP, Mr. Gottesman has no involvement in the management or operation of the Investment Manager or TCIM Management GP, nor is Mr. Gottesman involved in the investment activities of our clients.

A. Code of Ethics. The Investment Manager 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 have adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold:

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employees must at all times place the interests of clients first;

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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 addressed. In general, the Investment Manager does not permit employees to transact in single-name securities or derivatives thereof, other than to dispose of pre-existing holdings. Employees may transact in broad-based ETFs (as defined in the Code) without preapproval;

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employees must not take any inappropriate advantage of their positions;

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

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

Clients may request a copy of the Code by contacting us at the address or telephone number listed on the first page of this document. B. Securities that the Investment Manager or a Related Person Has a Material Financial Interest. 1. Cross Trades We may determine that it would be in the best interests of certain clients and one or more other clients or proprietary accounts sponsored or managed by the Investment Manager or its affiliates to enter into "cross trades" (as determined and defined pursuant to the Investment Manager's policies and procedures) for a variety of reasons, including tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If we decide to engage in a transaction that it has identified as a "cross trade", the we will determine that the trade is in the best interests of both of the accounts involved and take steps to ensure that the transaction is consistent with the Investment Manager's duty to seek best execution for each of those accounts. If we execute a cross trade, we may do so 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 clients may occur as an “internal cross”, where we instruct the custodian for the clients to book the transaction at the price determined in accordance with our valuation policy. If we effect an internal cross, we will not receive any fee in connection with the completion of the transaction.

2. Principal Transactions To the extent that cross trades may be viewed as principal transactions due to the ownership interest in an account by us and our personnel, we will comply with the requirements of Section 206(3) of the Advisers Act. C. Investing in Securities that the Investment Manager or a Related Person Recommends to Clients. The Code places restrictions on personal trades by employees. The compliance team takes into account any actual or potential conflicts of interest in determining whether to approve any transactions and if approved, whether to place any limits on such transactions. The Code also requires employees to disclose their personal securities holdings and transactions on a periodic basis. We have established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner we deem fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest. D. Conflicts of Interest Created by Contemporaneous Trading. The Investment Manager manages investments on behalf of a number of clients. Certain clients have investment programs that are the same, similar or overlap and, therefore, participate with each other in investments. It is the policy of the Investment Manager to allocate investment opportunities among all clients fairly, to the extent practical and in accordance with each client’s applicable investment strategies, over a period of time. The Investment Manager will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any client solely because the Investment Manager purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. The Investment Manager manages a separate account in which Mr. Gottesman, his affiliates, members of his family and trusts and estate planning and other vehicles established by or for the benefit of such persons (the “NG Affiliates”) have an interest, that pursues a substantially similar investment program as that of, and trades pari passu with, the Main Funds (the “NG Account”). Allocations to the NG Account are made consistent with the Investment Manager’s investment allocation policies and procedures. However, the NG Account has liquidity and transparency rights that are preferential to the rights of investors in the Main Funds. The Investment Manager also advises several other Managed Accounts on behalf of institutional investors, certain of which have a portion of their investment program that overlaps with or is substantially identical to that of the Main Funds, and certain of which have transparency, early termination, and/or liquidity rights that are preferential to the rights of investors in the Main Funds. Additional information may affect an investor’s decision to invest additional capital in, to remain an investor in, to withdraw from or to terminate any such Managed Accounts. In the event such Managed Accounts (including the NG Account) take an action as a result of such preferential rights

(i.e., withdraw capital or terminate the Managed Account) such action may, in certain circumstances, cause any such Managed Account to liquidate its positions ahead of other clients (including the Funds), which may impact the price of the investment portfolios of the other clients to the detriment of such clients or investors in the Funds. In the event that a conflict arises, the Investment Manager and its affiliates will seek to manage potential conflicts of interest in good faith and in a manner that is consistent with its fiduciary duties to its clients. The Investment Manager and its affiliates have, and may, from time to time, offer one or more clients (including certain Managed Accounts, including the NG Account), investors and/or other third-parties the opportunity to co-invest with the Funds in particular investments. The Investment Manager and its affiliates have and may form one or more co-investment vehicles (including dedicated co-investment vehicles or other commingled or single investor funds established to pursue multiple investments on a co-investment basis). The Investment Manager and its affiliates are not obligated to arrange co-investment opportunities, and no client or investor will be obligated to participate in such an opportunity. The Investment Manager and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular client or investor and may allocate co-investment opportunities instead to other clients, investors, or third parties or affiliates of the Investment Manager and its members, partners, officers, employees or affiliates of any of them. If the Investment Manager determines that an investment opportunity is too large or otherwise not appropriate for its clients, the Investment Manager and its affiliates may, but will not be obligated to, make proprietary investments therein. The Investment Manager or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. The Investment Manager seeks to fairly allocate expenses among client accounts (to the extent applicable), including any co-investors. Generally, client accounts and co-investors that own an investment will share in expenses related to such investment, including expenses originally charged solely to any client account. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the client accounts with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any client account with respect to such potential investment. The portfolio strategies employed by the Investment Manager with respect to one client could conflict with the transactions and strategies employed in managing the account of another client and may affect the prices and availability of the securities and instruments in which such client invests. At times, participation in specific investment opportunities may be appropriate for multiple clients. Participation in such opportunities will be allocated in accordance with the Investment Manager’s allocation policies and procedures, which take into account certain factors, including, without limitation, relative amounts of capital available for new investments, investor eligibility, tax considerations and the investment programs, concentration limits, risk parameters

and portfolio positions of the clients for which participation is appropriate. Conversely, the Investment Manager may determine to subject one or more of its clients (including the Main Funds or one or more other clients) to concentration limits with respect to their exposure to certain investments, which determination will be based on the Investment Manager’s internal guidelines, which take into account the liquidity profile of the relevant client and one or more other factors (including the factors described above that the Investment Manager considers when making allocation decisions). As a result, participation in such opportunities will, from time to time, be allocated on a non-pro rata basis as determined by the Investment Manager in accordance with its allocation policies and procedures.

A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously, we have full discretionary authority to manage the clients, 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. Our authority is limited by our own internal policies and procedures and each client’s investment guidelines. We seek to obtain best execution for our client portfolio transactions. Portfolio transactions will be allocated to brokers and dealers on the basis of best execution and in consideration of relevant factors, including, but not limited to, price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; the difficulty of execution; the broker or dealer’s expertise in the relevant market or sector; the extent to which the broker or dealer makes a market in the security or has access to such market; the broker or dealer’s skill in positioning the relevant market; the broker or dealer’s facilities, reliability, promptness and financial stability; the broker or dealer’s reputation for diligence and integrity (including in correcting errors); confidentiality considerations; the quality and usefulness of research products and services and investment ideas presented by the broker or dealer; and other factors that we deem appropriate. Accordingly, the commission rates (or dealer markups and markdowns) charged to the Funds by brokers or dealers in certain situations may be higher than those charged by other brokers or dealers who may not offer such services. Subject to our obligation to seek best execution, we are not required to solicit competitive bids and do not have an obligation to seek the lowest available commission cost or spread. 1. Research and Other Soft Dollar Benefits. Although TCIM does not currently use any formal commission sharing arrangements, from time to time, we pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting client 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. Research products and services provided by broker-dealers through which client transactions are executed, settled

and cleared may include research reports on particular industries and companies, research on the impact of political and governmental actions on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to the Investment Manager in the performance of its investment decision-making responsibilities. We 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, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). We believe it is important to our investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more clients from time to time are used by us to service one or more other clients, including clients that have not paid for the soft dollar benefits. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to us (i.e., a “mixed use” item), we 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 exists by reason of our allocation of the costs of such benefits and services between those that primarily benefit us and those that primarily benefit the clients. When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for such products or services. We have an incentive to select or recommend a broker-dealer based on our interest in receiving research or other products or services, rather than on our clients’ interest in receiving most favorable execution. We believe, however, that this conflict is mitigated because, pursuant to the clients’ offering documents, the clients are otherwise required to pay for such research expenses. Additionally, the Investment Manager’s “Counterparty Oversight Committee” will review commissions paid by our clients and other transaction costs and trade volumes by broker-dealers on a quarterly basis to evaluate their reasonableness in light of services received. The Counterparty Oversight Committee will also more generally monitor the performance of broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of us and our clients. 2. Brokerage for Client Referrals. Neither the Investment Manager nor any related person receives client referrals from any broker-dealer. However, as discussed above, subject to best execution, the Investment Manager considers, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending broker-dealers for the Funds. 3. Directed Brokerage We do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. Although we never have, we may permit clients to direct us to execute transactions through a specified broker-dealer and in such cases, there may be a resulting price or execution disadvantage to the client if the designated broker-dealer is used.

B. Order Aggregation. If we determine that the purchase or sale of a security is appropriate with regard to multiple clients, we generally will, but are not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing 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 client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by us. In the event of a partial fill, allocations may be modified on a basis that we deem to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by us. As a result, certain trades in the same security for one client (including a client in which we and our personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

A. Economic Benefits for Providing Services to Clients. We do not receive economic benefits from non-clients for providing investment advice and other advisory services. B. Compensation to Non-Supervised Persons for Client Referrals. The Investment Manager receives referrals from third parties for Managed Account clients and Fund investors. For successful referrals, the Investment Manager compensates the referring party with either a percentage of the fees generated by such Managed Accounts and Fund investors for a specified duration or with a percentage of the Fund investor’s subscription amount, as specified in written agreements with the referring parties.

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

A. Frequency and Nature of Review of Client Accounts or Financial Plans. Our investment team, led by our Chief Investment Officer, reviews each client’s portfolio on a frequent and regular basis. Such reviews may cover, among other things, specific investment ideas, in-depth research, portfolio performance and exposures, liquidity and risk management. B. Factors Prompting Review of Client Accounts Other than a Periodic Review. A review of a client account may be triggered by any unusual activity or special circumstances. C. Content and Frequency of Account Reports to Clients. We issue investors tax reports and audited financial statements concerning each of our Funds within 120 days of the end of each Fund’s fiscal year. Each investor is invited to meet with the authorized representatives of the applicable Fund to discuss with, ask questions of, and receive answers from, such persons concerning the terms and conditions of this offering of their interests in the applicable Fund, and to obtain additional information, to the extent the Fund possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein. An investor may request additional information and reporting, and other investors may not receive some or all information provided in response to such requests. Such information could affect an investor’s decision to request a redemption of its interests in the Fund.

We may, on a discretionary basis, provide reports to investors in the Funds more frequently than as stated herein.

We are deemed to have custody of client funds and securities because we 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. Account statements related to the clients are sent to us by qualified custodians. We are subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, we are not required to comply (or are deemed to have complied) with certain requirements of the Custody Rule with respect to certain pooled vehicle clients because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each such client be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each such pooled vehicle distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. We do not have custody of the funds and securities we manage for the Managed Accounts that are not organized as funds of one.

We serve as the investment manager with discretionary trading authority to each client. Our investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as set forth in its offering documents.

We or one of our affiliates have entered into an investment management agreement, or similar agreement, with each client, pursuant to which we or that affiliate was granted discretionary trading authority.

A. Policies and Procedures Relating to Voting Client Securities. In compliance with Advisers Act Rule 206(4)-6, we have adopted proxy voting policies and procedures. The general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable client’s best interests and is in line with each client’s investment objectives. Routine matters are typically proposed by the company’s management, directors, general partners, managing members or trustees (collectively, “Management”), are consistent with standard industry practice, and do not measurably change the structure or management of, or the terms of an investment in, the company. We will vote in favor of Management proposals on routine matters, unless, in our opinion, the proposal is not in the best interests of the investing clients. Non-routine matters may be inconsistent with standard industry practice, measurably change the structure or management of the company, or measurably change the terms associated with an investment in the company. Generally, we will vote in favor of Management proposals on non-routine matters, however in certain circumstances may not, as determined by us, on a case-by-case basis. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation: •

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;

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the conflict between management and shareholder interests;

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the anticipated associated costs and benefits;

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the effect on liquidity;

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customary industry business practices’

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the appropriateness of abstaining from voting or affirmatively not voting; and

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any applicable conflicts of interest between our or our affiliates’ interests and the interest of our clients.

In limited circumstances, we will refrain from voting, or affirmatively decide not to vote, Proxies where we believe that doing so would be in the best interests of our clients, taking into consideration the cost of voting the Proxies and the anticipated benefit to our clients. Generally, clients may not direct our vote in a particular solicitation; however, we have agreed, and may agree

in the future, to certain guidelines and limitations with respect to our proxy voting authority over securities held by Managed Accounts. Conflicts of interest may arise between the interests of the clients on the one hand and us or our affiliates on the other hand. If we determine that we have, or are perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.

The Investment Manager 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.