TRIAN FUND MANAGEMENT, L.P.

A. General Description of Advisory Firm and Principal Owners Trian Fund Management, L.P. (the “Adviser” or “Trian” or the “Firm”), a Delaware limited partnership, is an alternative investment management firm, founded in 2005 by Nelson Peltz and Peter May (the “Founding Partners”). Trian Fund Management GP, LLC serves as the general partner of the Adviser and is controlled by the Founding Partners. The Adviser has offices in New York, New York and Palm Beach, Florida.

As noted in Trian’s last Brochure, and effective March 31, 2026, Lost Coast Collective LLC is no longer a relying adviser of the Firm. B. Description of Advisory Services

Trian provides discretionary investment advisory services to a variety of domestic and offshore private investment partnerships and other investment vehicles (collectively, the “Funds” or each a “Fund”). Trian also provides non-discretionary investment advisory services for several clients that are separately managed accounts (collectively, the “Accounts” or each an “Account”). As used herein, the term “client” generally refers to each Fund and/or Account client and “clients” generally refers to the Funds and/or Account clients. Certain references herein to a “Fund” or “Funds” may refer to both the Funds and Accounts, as the context may require. Trian’s Investment Committee oversees the key investment decisions and portfolio engagement strategies of its investment team.

This Brochure generally includes information about the Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds generally must be both “accredited investors,” as defined in Regulation D, and “qualified purchasers,” as defined in the Investment Company Act of 1940, as amended. Persons reviewing this Brochure should not construe this as an offer to sell or 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. 1. Investment Strategy

Trian is a highly engaged shareholder, bringing an entrepreneurial spirit, deep operational expertise, and an ownership mentality towards its public and private investments. Leveraging the 50+ years’ operating experience of Nelson Peltz and Peter May, Trian seeks to invest

in high quality companies with untapped potential. The Adviser looks to work constructively with management and boards of directors to execute the Adviser’s strategic and operational initiatives which are designed to drive long-term shareholder value. Generally, the Adviser does not invest in companies that have a controlling shareholder, or in those companies that it believes are more susceptible to exogenous risk factors, such as technological obsolescence. 2. Types of Investments

Most Trian Funds invest primarily in publicly traded equity securities. However, under the terms of the offering documents the Funds are generally permitted to invest in a broad range of securities and instruments, including, without limitation, U.S. and non-U.S. equity and equity-related securities (including distressed investments), bonds, bank debt and other fixed income investments, futures, forward contracts, warrants, options, repurchase agreements, reverse repurchase agreements, bankruptcy and trade claims, swaps and other derivative instruments, currencies, commodities, money market securities and other cash equivalents. The Funds generally may take either long or short positions and certain of the Funds may use leverage in connection with their activities. In addition, Trian advises certain Funds which invest in private securities. There can be no assurance that the investment objective of the Funds will be achieved. 3. Conflicts of Interest: Other Activities and Services, Co-Investment Opportunities Other Activities and Services

The Adviser expects that from time to time it will cause one of the Funds, either alone or together with other Funds, to acquire a significant position in the securities of a company and to secure the appointment of designees selected by the Adviser to the company’s management team or board of directors. In the event that one or more of the Founding Partners and/or other members and employees of the Adviser serve as directors of, or in a similar capacity with, one or more companies in which the Funds invest, such persons will be subject to fiduciary duties to act in the best interests of each such company and its other shareholders and/or third party constituents, and those interests may conflict with the interests of Trian and the Funds and give rise to an actual or perceived conflict of interest. These fiduciary duties may compel the Adviser to take actions that, while in the best interest of such company and/or the shareholders of such company and/or third party constituents, may not be in the best interest of the Funds. Accordingly, if this situation arises, the Adviser would have a conflict of interest as a result of the fiduciary duties that its director designees owe to such companies, the shareholders of such companies and/or third party constituents, on the one hand, and those that the Adviser owes to the Funds, on the other. However, because the Adviser’s investment strategy is based around driving long-term shareholder value at the companies in which it invests, the Adviser believes that the interests of these companies and their shareholders will typically be aligned with the interests of the Funds.

Currently, the Adviser’s Founding Partners as well as other partners serve on the boards of directors of a number of companies whose securities are owned by one or more of the Funds managed by the Adviser. The Adviser’s Founding Partners and certain of the Funds are significant

shareholders of The Wendy’s Company (“Wendy’s”) and Mr. May is the non-executive Senior Vice Chairman of Wendy’s.

In addition, in the event that material, non-public information is obtained with respect to such companies or in the event that the Funds become subject to trading restrictions pursuant to the internal trading policies of such companies or as a result of applicable law or regulations, the Funds are expected to be prohibited for a period of time from purchasing or selling the securities of such companies, which prohibition may have an adverse effect on the Funds. The Adviser has policies and procedures designed to ensure that the Funds only purchase or sell securities of such companies when neither the Adviser nor the Funds are in possession of material non-public information relating to such companies. To date, the Adviser’s inability to trade during certain times has not presented significant obstacles to portfolio management or the execution of the Adviser’s investment strategy.

Certain inherent conflicts of interest arise from the fact that the Adviser and/or its affiliates provide certain administrative, investment management and other services to multiple clients and portfolio companies, including investment funds, client accounts and vehicles (such other clients, funds, accounts and vehicles, collectively, the “Other Clients”); the term Other Clients includes a Fund whose investors are comprised of one of Trian’s Founding Partners, certain of his family members and entities formed by or for the benefit of one or more of such persons (the “Parallel Affiliate Fund”), Accounts held by affiliates of the Adviser, as well as other Funds where Trian personnel, their family members and/or entities formed by or for the benefit of one or more such persons, hold (or may from time to time hold in the future) a significant direct or indirect interest. The provision of these services to the Other Clients involves substantial time and resources of the Adviser and its affiliates. The respective investment objectives, liquidity terms and duration of a particular Fund and the Other Clients may or may not be substantially similar. As a result, the portfolio strategies the Adviser and its affiliates use for the Other Clients are from time to time expected to conflict with the transactions and strategies employed by the Adviser in managing a particular Fund and affect the prices and availability of the securities and other financial instruments in which such Fund invests. Furthermore, the Adviser and its affiliates from time to time give advice and recommend securities to the Other Clients that differs from advice given to, or securities recommended or bought for, a particular Fund, even though their investment objectives may be the same or similar to those of such Fund, due to certain portfolio management considerations described further in Item 12.E below. See also Item 6 below for a further discussion of potential conflicts regarding side-by-side management of Funds with different fee structures. The Funds have invested, and in the future may invest, in issuers in the asset management industry. It is possible that asset managers that are portfolio companies of the Funds will have funds that are in the same sub-sectors as funds managed by the Adviser, or that in the future, such asset managers will expand their offerings into sub-sectors in which the Adviser is involved, or that the Adviser will in the future expand its offerings into sub-sectors in which such portfolio companies are involved. In such circumstances, the Adviser would be in competition with those portfolio companies. The Adviser believes that its experience in asset management makes it well-positioned

to assist in value creation at portfolio companies; however, the potential for competition could deter potential portfolio companies from responding favorably to the Adviser’s approaches and initiatives.

In connection with the Adviser’s engagement with portfolio companies, including following the consummation of going private or take-private transactions in which one or more Funds participate, certain partners, employees or executive or industry advisors who serve as thirdparty consultants (collectively, “Consultants”) of the Adviser may receive incentive compensation (including equity-based awards, profit interests, options, or other performance-related compensation) from portfolio companies in respect of their operational involvement with, or service to, such companies (“Portfolio Company Incentive Compensation”). The receipt of Portfolio Company Incentive Compensation by Adviser partners, employees or Consultants creates a conflict of interest as it may incentivize such partners, employees or Consultants to take actions, or recommend strategies, that benefit the portfolio company or its stakeholders in ways that are not necessarily aligned with the interests of the Funds or their investors, including with respect to exit timing, capital allocation decisions, or operational priorities. In addition, from time to time, the Adviser may recommend to a portfolio company owned by certain Funds the services of a business in which the Adviser or its affiliates or their co-sponsors, partners, employees, or advisors (or any family members of the foregoing) may have an economic interest, including without limitation other portfolio companies of the Adviser. The Adviser may have a conflict of interest in making such recommendations, and in the case of services provided by another portfolio company, the specific Funds holding the service-providing portfolio company may be advantaged vis-à-vis Other Clients. In connection with such arrangements with service providers, the Adviser will make determinations on appropriate fees based on its consideration of a number of factors, which are generally expected to include the Adviser’s experience with non-affiliated service providers and other methodologies determined by Adviser to be appropriate under the circumstances. If the dollar amounts associated with the services are material, the portfolio company receiving the services, or the Adviser, will typically adopt procedures designed to mitigate actual or potential conflicts of interest. From time to time, a particular Fund and the Other Clients may make investments at different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s securities. Such investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by such entities. For example, a Fund may make an investment in the capital structure of an issuer that is junior relative to the security held by an Other Client, and in such circumstances the existence of an actual conflict of interest depends upon, among other things, the current financial status of the issuer in which the investments were made. From time to time, certain Funds may seek to participate in a going private transaction in which one or more Funds have an existing investment. See Item 8.C.2—“Going Private Transactions” for further considerations regarding such transactions. Certain Funds own, and may in the future own, portfolio companies alongside funds or investment vehicles advised by co-sponsors. In these cases, the Adviser typically does not have the sole ability to appoint directors to the board of the applicable portfolio company and/or control the

business and operations of the portfolio company, and the co-sponsor may have economic or business interests or goals that are inconsistent with those of the Funds invested in the same portfolio company.

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A. Management Fee and Performance-Based Compensation The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of such fees and compensation is provided below.

Each Fund will typically pay the Adviser a quarterly management fee (the “Management Fee”), in advance, which is generally equal to a percentage within the range of 1.0% - 2.0% per annum of the applicable Fund’s net asset value, calculated and payable as of the beginning of each quarter. In the case of the Adviser’s drawdown-style Fund formed to invest in companies operating in the asset management industry (the “AM Fund”), during the commitment period the Management Fee is equal to 1.5% per annum with respect to the portion of each investor’s capital commitment that has been called (and is reduced with respect to the portion of the investor’s capital commitment that has not been called), and thereafter equal to 1.5% of each investor’s invested capital. Affiliates of the Adviser who invest in a Fund, including a Fund whose only investors are affiliates of the Adviser, are not subject to a Management Fee. In the event that a client’s net asset value is reduced in connection with a withdrawal or redemption by an investor of such client other than as of the last day of a quarter, the Adviser will return to such client an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in such quarter, and such client will distribute such amount to the applicable investor.

Each Fund (in the case of certain Funds, through their investment in the applicable master fund), except for the Adviser’s AM Fund and the Core Opportunities Fund (described below), will typically be subject to an annual incentive allocation (the “Incentive Allocation”) that is allocated to the general partner of the applicable Fund equal to a range of 15% - 20% of the realized and unrealized net profits (if any) allocated to a capital account of each investor or a series of shares, as the case may be, in the applicable Fund for the fiscal year subject to a “high water mark” provision. Investors are permitted to elect to invest in options of interests or shares for which the Incentive Allocation is measured over one-year, three-year and five-year performance periods. For the three-year (in certain cases) and five-year options, the Incentive Allocation is subject to a preferred return (i.e., 4% or 6%, as applicable, with certain legacy investors having the Incentive Allocation attributable to their investments subject to a higher preferred return of up to 8%) and a catch-up provision and, in all cases for such options, a portion of the Incentive Allocation that has been allocated to the applicable general partner remains subject to a “clawback.” As such, certain amounts of the Incentive Allocation attributable to such interests may not be withdrawn by the applicable general partner until a determination of the net capital appreciation or net capital depreciation is made at the end of the applicable three-year or five-year performance periods for the three-year and five-year options, respectively. In the event there is net capital depreciation attributable to such interests for the applicable performance period, a portion of such net capital depreciation will be reallocated from such investors to the applicable general partner. Affiliates of the Adviser who invest in a Fund,

including a Fund whose only investors are affiliates of the Adviser, are not subject to an Incentive Allocation.

Upon the complete or partial withdrawal or redemption by an investor of a Fund other than at the end of a fiscal year, the Incentive Allocation, if any, will be charged or allocated with respect to the amount being withdrawn or redeemed, as applicable. The AM Fund is subject to a carried interest distribution (the “Carried Interest Distribution” and, together with the Incentive Allocation and the Incentive Fee, the “Performance Compensation”) that is distributed to the general partner of these Funds equal to 15% of distributions made by this Fund after capital is returned to each investor in this Fund (net of such investor’s portion of any losses incurred on previously realized investments or written-off investments and certain expenses incurred by the Fund).

The Adviser has established a multi-investor opportunities Fund (the “Core Opportunities Fund”) that will from time to time, in the Adviser’s discretion, co-invest with other of the Adviser’s Funds in certain investment ideas. The Management Fee charged to this Fund is equal to a percentage within the range of 0% - 1.50% per annum of the portion of each investor’s capital commitment that has been called and invested by the Fund; provided that if certain conditions are not met by an investor, the Management Fee paid in respect of such investor may increase to 1.5% per annum. The amount that is allocated to the general partner of this Fund (the “Carried Interest”) is equal to a percentage within the range of 10% - 20% of the distributions made by this Fund in respect of an investment made by the Fund after capital is returned to each investor in the Fund that participated in such investment (in each case, net of any losses incurred by such investor on previously realized investments or investments that have been written-off and certain expenses incurred by the Fund that have been allocated to such investor). From time to time, the Adviser may pay or allocate a portion of the Performance Compensation that it or its affiliates receive to its partners, employees, and other personnel (including Consultants) as a form of compensation, incentive, or retention arrangement (any such arrangement, a “Carry Participation Arrangement”). The terms of any Carry Participation Arrangement, including the percentage of Performance Compensation allocated and any applicable vesting, forfeiture, or clawback provisions, are determined by the Adviser in its sole discretion. See Item 6 below for a discussion of certain conflicts of interest arising from Carry Participation Arrangements and Item 11 below for a discussion of related interests of the Adviser’s supervised persons in Fund transactions.

The Adviser may similarly extend Carry Participation Arrangements to certain Consultants that provide advisory and consulting services to the Adviser, the Funds, and/or portfolio companies of the Funds, including, among other things, with respect to additional operational and strategic insights into the Adviser's investments. Consultants are engaged as independent contractors rather than as employees of the Adviser and are compensated for services provided to the Adviser, the Funds, and/or portfolio companies of the Funds.

Compensation arrangements tied to investment opportunities or investment performance, such as through a Carry Participation Arrangement, create conflicts of interest by providing financial incentives for Consultants to recommend or support particular investments or portfolio company transactions. The Adviser seeks to mitigate these conflicts through its investment approval process, oversight by the Investment Committee, and disclosure of material compensation arrangements in the applicable Fund's governing documents. Compensation and expense reimbursement received by Consultants (if any) pursuant to a Carry Participation Arrangement do not offset Management Fees payable by the Funds or Other Clients.

From time to time, the Adviser establishes special purpose vehicles to co-invest with the Adviser’s Funds in a single investment idea, including special purpose vehicles intended to participate in take private transactions alongside Other Clients, as well as single-investor Funds that invest alongside the Adviser’s Funds. The Management Fees and Performance Compensation charged or allocated with respect to such special purpose vehicles and single-investor Funds may vary from the Management Fees and Performance Compensation described above.

The Adviser and a Fund’s general partner, if applicable, reserve the right to waive or modify any fee arrangements or Performance Compensation for any investor or to impose different terms and conditions on future investors, which the Adviser has done from time to time.

Management Fees and Performance Compensation, if any, charged with respect to non-discretionary Accounts are negotiated on a case-by-case basis and are set forth in detail in each Account’s investment management agreement. Such fees and compensation vary from the Management Fees and Performance Compensation described above. B. Fund Expenses and Other Costs

The expenses identified below may not be applicable to all of the Funds. To the extent permitted under the applicable offering documents, and except to the extent described otherwise herein, each Fund generally bears its own operating and other expenses (and in the case of a feeder fund, its pro rata share of the applicable master fund’s expenses), including, without limitation, expenses relating to the cost of purchasing investments, the actual or proposed acquisition, financing, holding, monitoring, hedging or disposition of investments (e.g., interest on margin accounts and other indebtedness, borrowing charges on securities sold short, custodial fees, clearing and settlement charges, finders’ fees, interest expenses, travel expenses, brokerage commissions (see Item 12 below) and trading costs), fees of the administrator (or to the extent any services typically provided by an administrator are provided by the Adviser, a Fund’s general partner or managing general partner, as applicable, the cost of such services in amounts not to exceed those that would typically be payable to administrators engaged to perform such services as reasonably determined by such Fund’s general partner or managing general partner or the board of directors, as applicable, in good faith), organizational expenses, the Management Fees, expenses relating to the offer and sale of shares or interests, as applicable, financing fees, prime brokerage fees, filing fees, taxes, registration fees and similar fees, audit and tax return preparation fees, fees in respect of consulting, custodial, accounting, investment banking, appraisal and financial advisory services relating to investments or

prospective investments (and to the extent consulting, accounting, investment banking, appraisal and financial advisory services are provided by employees of the Adviser, a Fund’s general partner or managing general partner, a sub-adviser or any of their respective affiliates, the cost of such services in amounts not to exceed those that would typically be payable to outside professionals or consultants engaged to perform such services as reasonably determined by such Fund’s general partner or managing general partner or the board of directors, as applicable, in good faith), due diligence expenses and fees relating to investments or prospective investments (including expenses for information technology or software used to research investments or prospective investments (e.g., Bloomberg terminals used for investment research purposes), travel expenses relating to investments or prospective investments, conduct of proxy contests and tender offers, litigation expenses and legal expenses (including the cost of in-house counsel of the Adviser, a Fund’s general partner or managing general partner, a sub-adviser and their respective affiliates in amounts not to exceed those that would be payable to outside counsel engaged to perform such services as reasonably determined by such Fund’s general partner or managing general partner or the board of directors, as applicable, in good faith) incurred in connection with the making or administration of investments (to the extent not borne by companies in which the Fund has an investment and regardless of whether consummated), costs of pricing services, servicing and special servicing fees, liability insurance covering a Fund’s general partner and managing general partner, the Adviser, certain other service providers and their respective affiliates, members, directors, officers, partners, employees and agents, the cost of fidelity bonds intended to comply with the requirements of Section 412 of ERISA with respect to the assets of any “Plan Asset Fund” subject to ERISA, extraordinary expenses and other similar expenses related to each Fund as a Fund’s general partner or managing general partner or the board of directors, as applicable, determines in its sole discretion. Service providers to the Funds are compensated for their services pursuant to the terms of their relevant engagements. Any expenses common to more than one client generally will be paid pro rata by such clients based on their respective amounts of capital under management or the relative total amounts invested or expected to be invested in the company in which such clients have invested, or are expected to invest, as appropriate, as determined by the Adviser. Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for Fund transactions and determining the reasonableness of their compensation (e.g., commissions).

Non-discretionary Account clients have established custody accounts under separate agreements with one or more third-party custodian banks or broker-dealers, and such clients incur separate custody fees for such services.

C. Other Compensation

With respect to certain of the Funds, 100% of all broken deal fees and 50% of all transaction and advisory fees (or in the case of certain of the Funds, 100% of all such fees) received by the Adviser or its affiliates in connection with a Fund’s share of an actual or prospective investment made or to be

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The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to clients, and investment strategies pursued and investments made by the Adviser on behalf of its clients, should not be understood to limit in any way the Adviser's investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each client's investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. A. Analysis, Sources of Information and Valuation The Adviser employs fundamental analysis, including equity valuation analysis and credit analysis. The Adviser’s sources of information also include investment banking contacts, corporate contacts and original analysis and research (financial, legal and other). The Adviser typically prices publicly traded securities using readily available market quotations it receives from independent, third-party sources. In the event such market quotations are unavailable, or the Adviser determines in good faith that such quotations may be unreliable, or when an active market for a security does not exist (such as during periods of extreme market uncertainty), the Adviser may price the securities with the assistance of an independent valuation expert or other third party in accordance with the Adviser’s procedures. These prices will be estimates of fair value as of the valuation date, and the Adviser makes no representation or warranty that a security can be sold at the estimated price. B. Investment Strategies

Please see Item 4.B above for a description of the Adviser’s investment strategies and types of investments. No assurance can be given that the Funds’ respective investment objectives will be achieved or that investors will receive a return of their capital. Investing in securities involves risk of loss that clients should be prepared to bear. Please see Item 8.C below for further information regarding the risk of loss. C. Risk of Loss

The following risk factors may not be applicable to certain of the Funds. Investments in a Fund are speculative and involve a substantial degree of risk, including the risk that an investor could lose some or all of its investment in such Fund. Prospective investors should carefully consider the risks of investing, which include, without limitation, those set forth below which are more fully described in the applicable Fund’s offering documents. These risk factors include only those risks the Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Adviser and do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by the Adviser.

1. Material, Significant or Unusual Risks Relating to Investment Strategies Investment and Trading Risks in General. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. The Funds invest in and trade securities and other financial instruments using strategies and investment techniques with significant risk characteristics, including the risks of short sales, the risks of leverage, the potential illiquidity of derivative instruments, the risk of loss from counterparty defaults and the risk of borrowing to meet withdrawal requests. The investment program of the Funds may utilize such investment techniques as margin transactions, option transactions, short sales, substantial leverage, securities lending, uncovered options transactions, forward transactions, futures and options on futures transactions, foreign currency transactions and highly concentrated portfolios, which practices involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which a Fund may be subject. All investments made by the Funds risk the loss of capital. No guarantee or representation is made that a Fund’s investment program will be successful, that a Fund will achieve its targeted returns or that there will be any return of capital invested, and investment results may vary substantially over time. General Economic and Market Conditions. The success of the Adviser's activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Adviser's investments), trade barriers, currency exchange controls, and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of the Adviser's investments. Volatility or illiquidity could impair profitability or result in losses. The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, certain non-U.S. economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation.

With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds.

No Assurance of Investment Return. The Funds cannot provide assurance that they will be able to choose, make and realize investments in any particular company or portfolio of companies. There is no assurance that any Fund will be able to generate returns for its investors or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. Although the Funds expect to attempt to mitigate risk by investing in high quality

companies, there can be no assurance that any investor will receive a return of its capital contributions, or any other distributions from any Fund (as applicable). Accordingly, an investment in the Funds should only be considered by persons who can afford a loss of their entire investment.

The Funds’ Investment Strategy. The success of a Fund’s investment strategy may require, among other things, that: (i) the Adviser properly identify companies whose securities prices can be improved through the Adviser’s active influence on, and involvement in, the operations of such companies or through other corporate and/or strategic actions; (ii) the Fund acquire sufficient securities or other instruments of or relating to such companies at a sufficiently attractive price; (iii) the Fund avoid triggering anti-takeover and regulatory obstacles while aggregating its position; (iv) management of such companies and other security holders respond positively to the Adviser’s proposals; and (v) the market price of such companies’ securities increases in response to any actions taken by such companies. There can be no assurance that any of the foregoing will succeed.

Successful execution of an investment strategy with respect to a particular company may depend on the actions of other security holders and others with an interest in such company. Some security holders may have interests that diverge significantly from those of the Fund and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Adviser believes are fundamentally under-valued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Adviser anticipates, even if the Fund’s strategy is successfully implemented. Even if the prices for a company’s securities have increased, there is no assurance that the Fund will be able to realize any increase in the value of its investment. A Fund’s investment strategy may also prove ineffective for other reasons, including but not limited to: (i) opposition of the management or investors of the subject company, which may result in litigation and/or negative press attention 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 conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws.

In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or the Funds and such regulatory agencies may independently investigate the participants in a transaction, including the Funds, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of the Funds, and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Adviser believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the Adviser 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 the Funds to dispose of all or the securities therein or to fully realize any increase in the price of such securities.

Concentration of Holdings. The Funds typically participate in a limited number of investments, usually concentrated in the consumer, industrial and financial services sectors, and, as a consequence, the aggregate return of a Fund may be substantially adversely affected by the unfavorable performance of any single investment or sector. Moreover, if certain of a Fund’s investments perform poorly or fail to return capital, other Fund investments must perform very well in order for the Fund to achieve above-average returns. There can be no assurance that this will be the case. In that event, the Fund’s portfolio will be more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of that particular company, industry, asset category, trading style or economic market, than a less concentrated portfolio would be. As a result, the Fund’s aggregate return may be volatile and may be affected substantially by the performance of only one or a few holdings or sectors. Limited diversification may result in the concentration of risk, which, in turn, could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. The Adviser is not obligated to hedge its positions.

Trading in Securities and Other Investments that May Be Illiquid. Certain investment positions in which Funds may have an interest, including investment positions through which the Funds control or seeks to control a company, may be illiquid. The Funds may own restricted or nonpublicly traded securities and securities on foreign exchanges. These investments could prevent the Funds from liquidating unfavorable positions promptly and subject the Funds to substantial losses. Such illiquidity could also impair the Funds’ ability to distribute withdrawal/redemption proceeds to a withdrawing/redeeming investor in a timely manner.

Significant Positions in Securities; Regulatory Requirements. In the event the Funds acquire a significant stake in certain issuers of securities, and such stake exceeds certain percentage or value limits, the Funds may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Funds and the Adviser. Any such requirements may impose additional costs on the Funds and may delay the acquisition or disposition of the securities or the Adviser’s ability to respond in a timely manner to changes in the markets with respect to such securities.

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The Adviser generally provides investment advice to Funds as described above. The Adviser also provides non-discretionary investment recommendations to the Accounts. The Adviser may in the future provide investment advice to other separately managed accounts for institutional and other investors.

The minimum initial investment amount for investors in a Fund is generally at least $10,000,000 (except for one option of the Core Opportunities Fund, where the minimum initial investment amount is $250,000). This requirement can be waived or reduced with respect to one or more investors at the discretion of the general partner or the board of directors of the Fund, as applicable, subject to minimum initial investment requirements for Funds organized in certain non-U.S. jurisdictions.

As described above in Item 5.A, the Adviser and its affiliates receive Performance Compensation from all Funds and Accounts, except for those Funds and Accounts whose only investors are affiliates of the Adviser. In addition, even among Funds that all pay Performance Compensation, some investors will bear higher rates than others. Performance Compensation creates certain inherent conflicts of interest with respect to Trian’s management of assets. Specifically, Trian’s entitlement to Performance Compensation in managing one or more Funds creates an incentive for Trian to make investments that are riskier or more speculative than would be the case in the absence of this arrangement. However, the Adviser believes this conflict is mitigated by the fact that Trian personnel and their affiliates have made significant investments of their own in certain Trian Funds and, as a result, typically hold a significant interest in Trian’s investments and bear the risk of those investments. In addition, because the Adviser may extend Carry Participation Arrangements (as described in Item 5.A above) to its partners, employees, and other personnel (including Consultants), such persons may have a direct or indirect economic interest in the Performance Compensation generated by one or more Funds. Where an individual’s Carry Participation Arrangements relates to, or is calculated with reference to, the Performance Compensation of a particular Fund or subset of Funds, that individual may have an incentive to favor the Fund(s) in which they participate, or to favor investment decisions likely to maximize Performance Compensation, over the interests of other Funds or their investors. The Adviser seeks to mitigate this conflict through its investment allocation policies (described in Item 12.E below), oversight of Carry Participation Arrangements by senior management of the Adviser, and, where applicable, structuring such arrangements to align with the Adviser’s overall approach to fair and equitable allocation of investment opportunities. When the Adviser is concurrently managing Funds that have different fee structures, it faces a potential conflict of interest. For example, the Adviser has an incentive to favor Funds that pay Performance Compensation over the Funds that do not, and to favor Funds and Accounts with higher Performance Compensation rates over those with lower rates. The Adviser also has an incentive to favor certain Funds which are held by, or made up of investors who are, affiliates of the Adviser, as well as other Funds where Trian personnel and their affiliates hold a significant direct or indirect interest.

However, the Adviser is committed to allocating investment opportunities on a fair and equitable basis, and it has established policies and procedures to address the conflicts of interest described above. Please see “Co-Investment Opportunities” disclosure in Item 4.B.3 above as well as Item 11 and Item 12.E. below for a discussion of certain of the Adviser’s policies and procedures designed to address such conflicts of interest.

A. Broker-Dealer Registration Status. Neither Trian nor any of its management persons are registered, or has an application pending to register, 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 Trian nor any of its management persons are registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

C. Material Relationships or Arrangements with Industry Participants. Related persons of Trian serve as general partners of each of the Trian Funds that have been structured as a limited partnership, which include master funds as well as domestic and offshore feeder funds that invest solely in such master funds. For more information about such related persons, please see Section 7.A of Schedule D on Trian’s Form ADV, Part 1A, published on the SEC’s website at www.adviserinfo.sec.gov. Where permitted by applicable laws and the governing instruments of the respective Funds, Trian may purchase securities or other assets on behalf of the Funds in which more than one Fund holds the same securities or other assets, subject to Trian’s Code of Ethics and other applicable policies and procedures. For more information regarding trade aggregation and allocation, see Item 12.E below.

D. Directors’ Fees. From time to time, certain of the Adviser’s related persons receive fees in connection with serving on the board of directors of one or more of the Funds’ portfolio companies. It is the policy of the Adviser to offset Management Fees paid by a Fund, in the manner provided in Item 5.C above, by 100% of the “directors fees” (including proceeds from the sales of stock awarded to a member of a board of directors) received by the Adviser and its affiliates in connection with the Fund’s share of an actual or prospective investment in entities other than with respect to Wendy’s (to the extent provided by applicable Fund documents) where service of certain affiliates of the Adviser on the board of directors of Wendy’s predates the establishment of the Adviser. E. Material Conflicts of Interest Relating to Other Investment Advisers. Trian does not recommend or select other investment advisers for its clients.

Personal Trading A. Code of Ethics The Adviser has adopted a code of ethics (the “Code of Ethics”) that establishes the standard of business conduct that its employees and certain other designated persons (together, “supervised persons”) must follow. The Code of Ethics requires supervised persons to avoid (i) placing personal interests ahead of the Funds’ interests; (ii) creating actual and potential conflicts of interest between personal activities and Fund activities; and (iii) taking advantage of their position to misappropriate investment opportunities from the Funds. The Code of Ethics also includes provisions relating to the confidentiality of the Adviser and client information, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. In particular, the Code of Ethics: (i) requires our “access persons” to submit to the Chief Compliance Officer, or his designee, upon request, reports disclosing all personal securities holdings and/or transactions and (ii) imposes certain restrictions on personal securities trading. The Adviser’s supervised persons are required to acknowledge that they have reviewed and understand the Code of Ethics (as well as the Adviser’s other policies and procedures), and that they have complied with and agree to comply with the Code of Ethics (including any revisions or updates).

Clients may request a copy of the Code of Ethics by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. B. Participation or Interest in Client Transactions

The Code of Ethics as well as other of Trian’s policies and procedures relating to, among other things, portfolio management and trading practices, personal securities transactions and insider trading are designed to ensure that the personal securities transactions, activities and interests of Trian’s supervised persons will not interfere with (i) making decisions in the best interest of advisory clients and (ii) implementing such decisions while, at the same time, allowing supervised persons to invest for their own accounts subject to certain restrictions. Nonetheless, because the Code of Ethics in some circumstances would permit supervised persons to hold the same securities as clients, there is a possibility that supervised persons might benefit from market activity by a client in a security held by a supervised person.

From time to time, supervised persons and Founding Partners of the Adviser or any related person(s) may invest or otherwise have an interest in securities owned by or being considered for investment by the Funds. Additionally, such persons may invest or otherwise have an interest, either directly or indirectly, in private funds managed by third parties, which in turn, may invest in securities held in other client accounts. Personal trading is monitored under the Code of Ethics in order to reasonably prevent conflicts of interest between Trian and its clients. For more information regarding Trian’s policies and procedures regarding Personal Trading see Item 11.C below.

In addition, as described in Item 5.A above, the Adviser may extend Carry Participation Arrangements to certain supervised persons, as well as to certain Consultants who are not employees of the Adviser. Any such arrangement gives the participating individual a direct or indirect pecuniary interest in the Performance Compensation generated by one or more Funds and therefore constitutes an interest in client transactions for purposes of this Item 11. The Adviser maintains records of Carry Participation Arrangements and periodically reviews such arrangements for consistency with the Adviser’s fiduciary obligations to its clients. See also Item 6 above for a discussion of related conflicts of interest. Certain affiliated Funds, such as the Parallel Affiliate Fund (as defined in Item 4.B.3 above) and Accounts held by affiliates of the Adviser, as well as certain Funds in which Trian personnel and their affiliates hold a significant direct or indirect interest, from time to time trade in the same securities with other Trian Funds on an aggregated basis when consistent with Trian’s obligation of best execution. In such circumstances, all Funds will share commission costs equally and receive securities at a total average price. Trian will retain records of the trade activity (specifying each participating account) and its allocation. See also Item 12.E below for more information on Trian’s trade aggregation and allocation policies.

From time to time, Trian may direct the transfer of a security from one Fund to another (“cross trade”) if it determines that such a transaction is in the best interests of the Funds for tax purposes, liquidity purposes, regulatory reasons or to reduce transaction costs that may arise in an open market transaction. The requirements for cross trades are (i) they must be effected consistent with Trian’s duty to seek best execution, (ii) neither the Firm nor any of its affiliates may receive any compensation for effecting the trade, and (iii) the trade must be in the best interests of the Funds participating in the trade. Positions purchased and sold as part of a cross trade shall be valued in accordance with Trian’s valuation policy then in effect. No employee of Trian may arrange for any such cross trade without first obtaining the approval of the Chief Financial Officer and Chief Compliance Officer of Trian. The Chief Financial Officer and Chief Compliance Officer, in consultation with the General Counsel, may not approve any cross trades without first confirming that all of the requirements set forth above have been met with respect to the transaction. Under certain circumstances, a cross trade with a Fund in which the Firm and/or its controlling persons hold in excess of 25% would be deemed to be a principal transaction under Section 206(3) of the Advisers Act (“deemed principal transaction”) and subject to additional considerations. To the extent that a cross trade may be viewed as a deemed principal transaction, the Firm will comply with the requirements of Section 206(3) of the Advisers Act. Trian does not generally permit cross trades or deemed principal transactions involving its ERISA Funds.

C. Personal Trading 1. Investing in Securities that the Adviser or a Related Person Recommends to Clients

The Code of Ethics places restrictions on personal trades by supervised persons and sets forth specific reporting obligations for such persons, including that they disclose their personal securities holdings and transactions to the Adviser on a periodic basis, and requires that supervised persons pre-clear certain types of personal securities transactions. In addition, the Adviser maintains a “Restricted List” of companies about which a determination has been made that it is prudent to restrict trading activity by the Adviser and/or its supervised persons. The list includes those companies in which the Adviser is actively considering building a position (long or short), those companies in which Funds already have a position and those companies about which the Adviser may have obtained material, non-public information.

Supervised persons who wish to conduct personal securities transactions in “reportable securities” for their “personal accounts” (as each term is defined in the Code of Ethics) are required to obtain pre-approval. As a general rule, a supervised person may not trade securities of an issuer included on the Restricted List; however, exceptions may, under certain limited circumstances, be granted by the Chief Compliance Officer or the General Counsel. Furthermore, purchases by such supervised persons of any security in an initial public offering (IPO), direct listing or “limited offering” (which include private placements, such as offerings of interests in private equity funds, hedge funds, and other private funds, private investments in public equity (PIPEs), as well as initial offerings of registered closed-end funds) must be pre-approved. The Adviser, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for clients. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more clients. Potential conflicts also arise from the fact that the Adviser and its personnel may have investments in some Funds but not in others or may have different levels of investments in the various Funds.

As noted in Item 4.B.3 above, the Founding Partners of the Adviser and certain of the Funds are significant shareholders of Wendy’s and Mr. May is the non-executive Senior Vice Chairman of Wendy’s. In addition, Bradley Peltz, the son of Nelson Peltz, is a Director of Wendy’s. Certain of the Adviser’s partners, employees and their respective affiliates hold a minority ownership interest in certain companies that own franchised restaurants of Wendy’s (the “Franchise LLCs”) and/or Yellow Cab Holdings, LLC (“Yellow Cab”), the sponsor of these companies. Furthermore, Bradley Peltz is a Managing Director of, and holds a minority ownership interest in, Yellow Cab. The Franchise LLCs’ restaurant acquisitions have been, and are expected to be, limited to acquisitions from other Wendy’s franchisees and franchise flip transactions where Wendy’s and its subsidiaries do not have an ownership interest. The Franchise LLCs are party to standard Wendy’s franchise license agreements and pay Wendy’s fees and royalty payments consistent with those paid by comparable unaffiliated third-party franchisees. The transactions between Yellow Cab, the Franchise LLCs and Wendy’s were

reviewed and approved by the Audit Committee of Wendy’s, which consists solely of independent directors of Wendy’s and does not include any of Trian’s partners.

The Adviser has established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner it deems fair and equitable, including but not limited to the restrictions placed on personal trading as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the same time as client trades.

Trian manages investments on behalf of a number of clients. Certain clients have investment programs that are similar or overlap and may, therefore, participate with each other in investments. It is the policy of Trian 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. Trian 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 Trian 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. As noted above in Item 4.B.3 and Item 8.C.2, certain “going private” transactions may present a conflict between clients that hold investments in a public company and clients that seek to take the company private. Please also refer to the description of Trian's allocation policy in Item 12.E below. 2. Procedures to Prevent and Detect Misuse of Material, Non-Public Information

The Adviser has established policies and procedures intended to prevent the misuse of material, non-public information by its supervised persons and to prevent, detect and correct any violations of the prohibition on insider trading. Under applicable law, the Adviser and its related persons are prohibited from disclosing or using such material, non-public information for their personal benefit or for the benefit of another person, including the Funds. The Adviser and its related persons may, from time to time, come into possession of material, non-public information which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Accordingly, the Adviser’s policies provide that if the Adviser or its related persons obtain material, non-public information concerning an issuer of securities, they are prohibited from communicating such information to, or using (including trading) such information for the benefit of, the Funds and such issuer is placed on the Restricted List. Furthermore, to the extent such an issuer’s securities comprise (individually or in the aggregate) a significant portion of the composition of one or more exchange-traded funds (“ETFs”), the relevant ETFs are likewise restricted. Trian enforces policies and procedures that address and seek to prevent the receipt of material non-public information from various industry participants and surrounding the maintenance and update of its Restricted List.

A. Brokerage Execution As noted previously, the Adviser has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Adviser’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines.

Portfolio transactions for each client will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Adviser and/or certain clients, but not beneficial to all clients. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Adviser may consider, among other things, the following: execution capability, ability to maintain anonymity, commission rates, financial responsibility, comprehensiveness and frequency of available research services, capital introduction resources and responsiveness to the Adviser.

From time to time, brokers may assist the Funds in raising additional funds from investors, and representatives of the Adviser may speak at conferences and programs sponsored by such brokers for investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors in the Funds would have the opportunity to meet with representatives of the Adviser. Currently, neither the Adviser nor the Funds compensate any broker for organizing such events or for any investments ultimately made by prospective investors attending such events, nor do they anticipate doing so in the future. The Funds may accept subscriptions from investors who also provide services to the Funds, including brokers and their affiliates. Relationships such as these could be viewed as creating a conflict of interest that potentially could affect the Adviser’s ability to seek best execution. While the Adviser’s relationship with brokers may influence the Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of the Funds, the Adviser will not commit to allocate a particular amount of brokerage to a broker in any such situation. Furthermore, the Adviser conducts periodic best execution reviews in an effort to identify and mitigate compliance risks associated with brokerage relationships, and to determine that the Adviser is obtaining best execution for clients’ accounts. The Adviser does not select brokers solely on the basis of commission rates nor will it always seek in advance competitive bidding for the most favorable commission rate applicable to any particular transaction. As a result, the Adviser may not necessarily pay the lowest commission. Transactions may involve specialized services on the part of the brokers involved which may call for higher commissions than would be the case with other transactions requiring more routine services. The Adviser will determine in good faith whether the amount of the commission is reasonable in relation to the overall quality of execution.

The Adviser has a Brokerage Committee that is responsible for approving brokers and dealers and providing oversight of the Adviser’s best execution practices, which includes among other things a review of broker performance and compensation as well as the allocation of the Adviser’s clients’ brokerage business among the various brokers. The Adviser has adopted Best Execution Guidelines and accompanying procedures to assist the Brokerage Committee members in performing their oversight responsibilities in connection with best execution. In addition, in order to ensure best execution, senior members of the Adviser’s investment team are responsible for developing, evaluating and changing, when appropriate, the Adviser’s order execution practices. Please also refer to Item 12.E below for additional information on execution and allocation practices. B. Soft Dollar Arrangements

Soft dollar arrangements arise when an investment adviser obtains products and services, other than execution of trades, from a broker in return for directing client securities transactions to the broker. Because soft dollar products and services, which can include research reports, financial models, access to corporate executives and industry or sector analysts and access to research conferences, etc., are purchased with brokerage commissions (or mark-ups or mark-downs in the case of permitted riskless principal transactions by dealers), an investment adviser has a fiduciary obligation to ensure that the commissions (or mark-ups and mark-downs) are used for the benefit of its clients and that its clients are fully informed of the adviser’s use of brokerage commissions (or mark-ups or mark-downs) to purchase soft dollar products and services. The receipt of soft dollar products and services from brokers generally must be limited to research and brokerage services, if such practices are to fall within the safe harbor set out in Section 28(e) of the Exchange Act. The Adviser utilizes soft dollar arrangements in that it receives proprietary and third-party research and other services directly from or through brokers that do business with the Adviser’s clients. With respect to third-party research, the Adviser also utilizes soft dollar arrangements by directing that a portion of the brokerage commissions paid to a broker be used to purchase third-party products and services (e.g., research reports). The Adviser has adopted procedures (“Soft Dollar Procedures”) for entering into and monitoring soft dollar arrangements with brokers, which are designed to ensure that the Adviser complies with the Section 28(e) “safe harbor” referenced above. As set forth in the Adviser’s Soft Dollar Procedures, the Adviser limits the receipt of soft dollar products from brokers to research and brokerage services that it believes fall within the Section 28(e) safe harbor. The types of products and services the Adviser and its related persons acquire with client brokerage commissions (or markups or markdowns) are research products and services, such as research reports, meetings with corporate executives and industry or sector analysts, and access to research conferences.

The Adviser’s Brokerage Committee meets several times each year to review trading volumes and allocations among brokers, commissions, and other transaction costs in order to evaluate the reasonableness of such amounts in light of the research and brokerage services received. Under the Adviser’s Soft Dollar Procedures, no less than semi-annually, the Adviser shall consider the amount and nature of research and research services provided by brokers, as well as the extent to which such

services are relied upon (this is sometimes done through an internal “Broker Vote”). Based in part on the results of the Broker Vote (or other process) and in part on Adviser’s evaluation of the overall quality of execution of such brokers, a targeted level of brokerage volume is to be constructed and thereafter the Adviser will attempt to allocate the Funds’ brokerage business on the basis of such targets, subject to liquidity constraints and other best execution considerations.

When an investment adviser uses client brokerage commissions (or markups or markdowns) to obtain research or other products or services, the investment adviser receives a benefit because it does not have to produce or pay for such products or services. An adviser, therefore, may have an incentive to select or recommend a broker-dealer based on the adviser’s interest in receiving research or other products or services, rather than on its clients’ interest in receiving most favorable execution. However, the Adviser believes that obtaining products and services using soft dollars rather than by paying for them directly with “hard dollars” does not involve a conflict of interest for Trian because Trian’s Funds otherwise would generally incur an equivalent amount of hard dollar costs and expenses associated with brokerage and research-related products and services. However, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more clients may be used by an adviser to service one or more other clients, including clients that may not have paid for the soft dollar benefits. Accordingly, soft dollar benefits will not be limited by Trian only to those Trian Funds that generated soft dollar credits and it is possible that a Trian Fund may benefit from soft dollar services that it did not directly contribute to and that a Trian Fund may contribute to soft dollar expenditures that it does not benefit from. On occasion, the Adviser may engage in a “step-out” transaction in which it sends part or all of a transaction (and the related commission) to one broker from whom the Adviser may receive soft dollar products and services while the transaction is executed, cleared or settled by a different broker.

C. Brokerage for Client Referrals

Neither the Adviser nor any related person receives client referrals from any broker-dealer or third party in exchange for brokerage business or other compensation. Certain Funds are separately made available on investment platforms maintained by banks and other financial institutions, including institutions with which the Adviser also maintains a brokerage relationship. The Adviser understands that such institutions maintain internal information barriers and organizational separation between their platform and distribution businesses and their brokerage businesses. As discussed above in Item 12.A, subject to best execution, the Adviser may separately consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending broker-dealers for the Funds. See also Item 14 below for more information regarding the use of broker-dealers as placement agents to introduce the Funds to prospective investors.

D. Directed Brokerage The Adviser does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer.

E. Aggregation and Allocation of Trades

The Adviser is committed to allocating investment opportunities on a fair and equitable basis, and in a manner that is consistent with the investment objectives of each of the Funds managed by the Adviser. Given that the Adviser’s core investments are generally in mid-to-large cap, publicly-traded companies, the Adviser is typically able to acquire the full amount of its desired investment positions on behalf of the Funds. Moreover, to the extent that the Funds share similar or overlapping investment objectives, they will generally invest and sell in parallel on a pro rata basis according to the protocols set forth in the Adviser’s trade allocation procedures, except as may be otherwise advisable due to legal, tax, regulatory or other constraints or after taking into account certain other portfolio management considerations such as the relative amounts of capital available for new investments, anticipated capital outflows or rebalancing of the relative exposure to individual positions or net exposure to the market, or as otherwise described below. Typically, in the case of purchasing positions, such pro rata determinations will be based on the net asset value and/or capital commitments of the relevant Funds (as applicable based on the structure of such funds), and when selling positions, such pro rata determinations will typically be based on the respective position size (e.g., number of shares, options, etc.) held by such funds, as appropriate.

In the event that the Adviser determines that an investment in a company operating in the asset management industry is appropriate for each of the AM Fund and the Adviser’s original “evergreen” Funds (taking into account the investment objectives, liquidity terms and duration of the AM Fund and the evergreen Funds, among other factors) and investment capacity is constrained, the evergreen Funds (and any Funds that generally invest alongside the evergreen Funds) will have priority over the AM Fund (and any Funds that generally invest alongside the AM Fund) with respect to building the position. If the Adviser determines a public-equity co-investment opportunity relating to an investment is appropriate for one or more co-investment or opportunistic Funds, including without limitation the Core Opportunities Fund (taking into the account the investment objectives, liquidity terms and duration of such co-investment or opportunistic Funds, among other factors), and elects to offer it to those co-investment Funds, the Adviser will generally do so after it has completed building the particular investment position in the evergreen Funds and/or the AM Fund. In certain instances, the Adviser may (but is not obligated to) offer co-investment opportunities to coinvestment Funds and begin building such positions while the Adviser is still building the position in the evergreen Funds and/or the AM Fund, but only in the event that the Adviser determines there is sufficient investment capacity.

Trades for more than one Fund are generally aggregated. When an aggregated order is executed at more than one price over the course of a day, the executed transactions are typically allocated so that the Funds participating in the trade (the “Participating Funds”) receive the weighted average execution price per broker and bear their pro rata share of the commissions, fees and charges, to the

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The Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services.

Neither the Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. However, the Adviser and the Funds do use the services of broker-dealers and other third parties as placement agents to introduce the Funds to prospective investors. A prospective investor solicited by a placement agent or other third party will be advised of any such arrangement, including payment arrangements to such parties, if any. Any such referral fee compensation will not be payable by or chargeable to any investor in a Fund or prospective investor in a Fund without such investor’s consent, and any fees paid to placement agents that are paid by a Fund will offset the Management Fee or Performance Compensation otherwise payable or allocable to the Adviser.

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

The Adviser’s Investment Committee members as a whole, together with the General Counsel and Chief Compliance Officer, are primarily responsible for performing various daily, weekly, monthly, and other periodic reviews of portfolio holdings of the Funds and ensuring that the securities (or other financial instruments) held by the Funds are consistent with the respective Funds’ investment objectives and disclosures set forth in the relevant offering documents. A review of a client account may be triggered by any unusual activity or special circumstances.

Investors in the Funds receive monthly statements from the Funds’ administrator reflecting the net asset value of their respective investments and, if applicable, capital activity, although the Adviser may provide certain investors with information on a more frequent and detailed basis if agreed to by the Adviser. Investors in the Funds will also receive annual audited financial statements for any Fund in which they have invested within 120 days of the Fund’s fiscal year end. While all investors generally receive similar information, to the extent the Adviser provides (on a confidential basis) an investor or prospective investor in a Fund and/or in a particular issuer additional information (that other investors have not received), including position-level information, which is in addition to information provided in a Fund’s regular reports to investors, such information may provide such persons with greater insight into the Fund’s activities. This may enhance such persons’ ability to make investment decisions with respect to the applicable Fund and/or a particular issuer and possibly affect such persons’ decision(s) to further invest in, or request a redemption from, a Fund. See also Item 4.C above regarding the availability of customized services for individual clients, which may include the provision of additional information to certain investors and prospective investors. In addition, see Item 15 below for more information regarding custody practices and statements by qualified custodians.

The Adviser and its related persons serving as general partners to Funds are deemed, under federal securities laws, to have custody of the assets of such Funds by virtue of their respective authority to obtain client funds or securities (for example, by deducting advisory fees or incentive allocation from a client’s account or otherwise withdrawing funds from a client’s account).

The Adviser and such related persons do not have actual physical custody of any Fund assets; rather, all such assets are held in the name of each applicable Fund by entities that are independent qualified custodians. Each Fund is audited annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and investors receive annual financial statements within 120 days of the end of its fiscal year.

The Adviser does not have custody over the non-discretionary Accounts, nor any assets in such Accounts. Non-discretionary Account clients have established custody accounts under separate agreements with one or more third-party custodian banks or broker-dealers.

The Adviser has entered into an investment management agreement, or similar agreement, with each Fund pursuant to which the Adviser was granted discretionary trading authority. The Adviser’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering or other underlying fund documents. Please refer to Item 4.B.3 and Item 6 above for a discussion of conflicts of interest involved in side-by-side management of multiple Funds by the Adviser.

The Adviser has also entered into investment management agreements with clients holding various non-discretionary Accounts, pursuant to which the Adviser provides investment recommendations. Similarly, our investment advice and other actions with respect to each Account are subject to the guidelines and limitations set forth in the client’s investment management agreement with respect to such Account.

The Adviser has authority to vote proxies relating to the securities in which it invests on behalf of the Funds and certain of the Accounts. The Adviser votes (or, if not prohibited under Fund or Account documents, refrains from voting) proxies in a manner that the Adviser, in the exercise of its independent business judgment, concludes is in the best economic interests of the applicable Fund or Account. The Adviser may determine that abstaining from voting or affirmatively deciding not to vote may be in the best economic interests of the applicable Fund or Account.

The Adviser reviews on a case-by-case basis each proposal submitted to a shareholder vote to determine its effect on the portfolio securities, based on relevant factors including, but not limited to: (i) the impact on the value of the securities; (ii) the anticipated economic and non-economic costs and benefits associated with the proposal; (iii) the effect on liquidity; (iv) customary industry and business practices; and (v) the effect on the Adviser’s ability to implement its operations-centric investment strategy at the issuer on behalf of the applicable Fund or Account. When voting a proxy, conflicts may arise between the interests of the investing Funds and Account, on the one hand, and the interests of the Adviser or its affiliates, on the other hand. If the Adviser determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, the Adviser will address the situation in accordance with its supervisory procedures in consultation with its Chief Compliance Officer and/or outside counsel. At the Adviser’s discretion, the Adviser may, among other options, delegate the voting decision to an independent third party or notify clients as a further safeguard against potential conflicts of interest or as otherwise required by applicable law. Clients may obtain a copy of the Adviser’s Proxy voting policies and procedures by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. Clients may also obtain information from the Adviser about how the Adviser voted with respect to the securities held by such Clients.

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