Two Seas Capital LP

The Adviser is an investment adviser with its principal place of business in Rye, New York. The Adviser commenced operations in February 2020. Sina Toussi is the principal owner of the Adviser. Discretionary Advisory Services The Adviser provides advisory services on a discretionary basis to certain pooled investment vehicles intended for sophisticated investors and institutional investors (each a “Fund” and collectively, the “Funds”). The Adviser tailors and provides advisory services to the Funds based on the individual needs of each respective Fund as well as the specific investment objectives, investment strategies and any imposed investment guidelines or restrictions of such Fund as described in its investment advisory agreement(s) and/or each Fund’s governing and offering documents (the “Fund Documents”). Certain affiliates or related persons of the Adviser also serve as the managing member or equivalent of the Funds. Fund investors generally cannot impose restrictions on investing in certain securities or types of securities. Investors in a Fund participate in the overall investment program for the Fund and generally cannot be excused from a particular investment except pursuant to the terms of the applicable Fund Documents. In addition, one or more of the Funds for which the Adviser or its related person serves as the managing member or investment manager has entered into agreements, or “side letters,” with certain investors in the Funds whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in the governing documents for the Fund. For example, such terms and conditions may provide for enhanced governance rights; investment and capacity rights; reduced fees and performance compensation (which may be effected through rebate, offset or other mechanisms); different minimum investment amounts; a waiver of other terms; rights to information or additional diligence not provided to other investors (including, without limitation, more detailed information regarding portfolio positions and valuations); transfer rights; other rights or terms in light of particular legal, regulatory, public policy or other characteristics of such investor; and such other rights as negotiated by the Fund and such investor. The modifications are solely at the discretion of the general partner of any such Fund and may, among other things, be based on the size of the investor's investment in the Fund or affiliated investment entity and other considerations. Non-Discretionary Advisory Services In addition, the Adviser provides advisory services on a non-discretionary basis to another third-party investment adviser (the “Account”). The Adviser currently does not provide continuous and regular supervisory or management services to such non-discretionary Account. Hereinafter, the Account, together with the Funds, are referred to as “Clients”. Regulatory Assets Under Management As of December 31, 2025, the Adviser had approximately $2,821,372,428 in regulatory assets under management, which it managed on a discretionary basis.

Asset-Based Compensation The Adviser may be paid an asset-based management fee of 0.50% to 1.75% per annum for certain of its managed Funds, as further provided for in the relevant Fund Documents. The asset-based management fees paid by certain Funds are determined based on the value of investor’s ratable share of the assets of the Fund (as further described in the Fund Documents of each Fund) at the beginning of the quarter. Investors who contribute assets on a date other than the first Business Day of a calendar quarter will be charged a pro-rated management fee based on the remainder of the quarter. Management fees charged to Investors who withdraw assets on a date other than the last business day of the month, will be reimbursed to the Fund on a pro-rated basis based on the remaining days in the quarter. These fees are negotiable. The Adviser may waive, reduce or otherwise modify the management fees for any investor in a Fund, including affiliates of the Adviser. In addition, and as previously described in Item 4 above, the Adviser may occasionally enter into a side letter arrangement with certain Fund investors, in which the Adviser or its affiliates may grant such investors with preferential terms, which may include fee reductions or waivers. Performance-Based Compensation The Adviser may be paid performance-based compensation, which is compensation that is based on a share of capital appreciation of the assets of a Client. This compensation may be paid to the Adviser or a related person of the Adviser and, under certain circumstances, to certain strategic investors, and ranges from 10% to 25% of the Client’s profits, as further described in each such investment advisory agreement or Fund Documents. In some cases, this is paid on an annual basis and in other cases it is paid out of amounts that would otherwise be distributed to a Client’s investors. In some cases, such performancebased compensation is not earned unless a minimum return of 5% to 10% annualized is achieved, as further provided for in the relevant Fund Documents. These fees are negotiable. The Adviser may waive, reduce or otherwise modify the performance-based compensation for any investor in a Fund, including affiliates of the Adviser. In addition, and as previously described in Item 4 above, the Adviser may occasionally enter into a side letter arrangement with certain Fund investors, in which the Adviser or its affiliates may grant such investors with preferential terms, which may include fee reductions or waivers. Payment of Fees With respect to Funds that pay an asset-based management fee to the Adviser, such management fees are paid in advance to the Adviser typically within the first fifteen business days of the calendar quarter. Additional fees charged for mid-quarter contributions or fee reductions resulting from mid-quarter withdrawals will be paid or reimbursed, as the case may be, typically within fifteen business days of such contribution or withdrawal in accordance with such Fund Documents. For Funds managed by the Adviser, performance-based compensation is allocated to an affiliate of the Adviser on a crystallization event which could be created at the time of an investor withdrawal, end of the calendar year or on a distribution event, as the case may be. For the Account managed by the Adviser, performance-based compensation is paid after the realization of income within such Account.

The specific manner in which the Adviser charges and pays fees is established and described in greater detail in the Fund Documents of the respective Fund. Fund investors should refer to these Fund Documents for a complete understanding of how the Adviser is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by such documents. Other Fees and Expenses The expenses paid by Clients are set forth in detail in the investment advisory agreement or (if applicable) the Fund Documents of the relevant Client. Such expenses may differ among and within Clients. Clients, prospective Clients, Fund investors and prospective Fund investors should review the applicable advisory agreement or (if applicable) the Fund Documents carefully because such documents, and not the summary in this brochure, describe more specifically the expenses such Client will bear. In addition to paying the above compensation, each Fund will also be subject to other expenses, in accordance with such Fund’s governing documents, which may include, but is not limited to, all out-ofpocket expenses incurred by the Funds or on their behalf that are directly related to the organization of the Funds including the initial offering of interests in the Funds, including legal fees related to the organization of the Funds, consultation with the Managing Member, drafting and negotiation of arrangements between the Funds and its service providers and Members and any similar costs and expenses; ongoing expenses, including, without limitation, all administrative fees and expenses, including any expenses incurred in the offering and sale of Interests, legal, accounting, insurance, consulting, auditing and tax services and fees, costs of communication with Members, costs for redeeming Members’ interests, risk management costs and expenses, costs to make any filings required under applicable law or regulation and fees and expenses of any administrator; investment expenses, including all brokerage fees and commissions, interest on margin accounts and other indebtedness, borrowing charges on Securities sold short, custodial fees, bank service fees and fees associated with insuring Fund Assets, costs of any outside appraisers, accountants, attorneys, administrators or other experts or consultants engaged in connection with specific transactions, expenses of research and data collection and analysis, withholding and transfer fees, clearing and settlement charges and any other expenses related to the purchase, sale or transfer of investments; litigation expenses including any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Funds or the Adviser in connection with the investment activities or operations of the Funds; and travel expenses including all travel expenses relating to the Funds investing activities, including travel undertaken for the purpose of researching or monitoring actual or potential investments. Some of the aforementioned expenses may be/are subject to an expense cap as described in the Fund Documents. In addition to paying advisory fees to the Adviser as described above, non-discretionary Account may also be subject to other expenses, that are not paid to or involve the Adviser, similar to those mentioned in the previous paragraph. Given the non-discretionary nature of the Adviser’s relationship to the Account, the Adviser has minimal transparency to such expenses, other than those that directly impact the advisory services provided by the Adviser. Such non-discretionary Account which receives similar investment recommendations may benefit from certain Investment expenses paid for by the Funds. Please refer to Item 12 of this Firm Brochure for a discussion of the Adviser’s brokerage practices.

The Adviser’s investment strategies primarily focus on investments that have a legal or regulatory-based catalyst and often an asymmetric risk/reward profile. Investments can include event driven, special situation and distressed investments primarily in the North American, European and Emerging markets arising from corporate bankruptcies, corporate and sovereign debt restructurings, broken M&A transactions, commercial litigations, patent disputes, corporate malfeasance, regulatory and other events. The Adviser may opportunistically invest anywhere in the capital structure, including equities, equity derivatives, debt instruments and more esoteric and complex asset classes. The Adviser’s strategies emphasize investments in situations that it believes have misunderstood legal and regulatory risks. The Adviser utilizes a variety of methods and strategies, including fundamental research and in-depth legal analysis, to make investment decisions and recommendations. The Adviser regularly obtains advice from attorneys, litigation consultants, accountants and other industry experts to assist in compiling such analysis. The Adviser may employ the following investment strategies: Special Situations/Event Driven Investing. The Adviser may look for special situation or event driven investment opportunities, which involve evaluating both the value of the underlying securities and the timing and probability of a specific event, such as a bankruptcy filing, potential merger between two companies or a determination in a legal proceeding. Derivatives. The Adviser may utilize a variety of financial instruments such as derivatives for profit and/or risk management purposes or to express the Adviser’s investment strategy more efficiently. Equity. The Adviser’s equity strategy focuses primarily on securities with a litigation or regulatory component; however, the Adviser’s equity strategy can touch on a broad range of equity investment styles. The Adviser has no capitalization or geographic restrictions as long as such equity investments are in line with the mandates of such Client. Short Selling. The Adviser may engage in short selling strategies. In a short sale transaction, the Adviser sells a security it does not own in anticipation that the market price of that security will decline. The Adviser makes short sales (i) as a form of hedging to offset potential declines in long positions in similar securities, (ii) to hedge a position in the same issuer, (iii) in order to maintain flexibility and, (iv) for profit. Leverage. The Adviser's investment program may utilize leverage which involves the borrowing of funds from brokerage firms, banks and other institutions in order to be able to increase the amount of capital available for marketable securities investments. Arbitrage Transactions. The Adviser may engage in one or more types of arbitrage strategies. Arbitrage strategies attempt to take advantage of perceived price discrepancies of identical or similar financial instruments, on different markets or in other forms. The Adviser may engage in event-driven arbitrage, capital structure arbitrage and spread trades. Credit. The Adviser may engage in a credit strategy. The Adviser invests in credit-related assets across all levels of the capital structure, and in varying instruments including, investments in distressed debt securities and other financial instruments, high yield and investment grade loans and bonds, structured

credit and special situations. The Adviser also may purchase trade creditor claims, bank debt or other non-publicly traded debt obligations of bankrupt or financially distressed enterprises. Growth. The Adviser engages in a capital growth investment strategy wherein the Adviser attempts to select securities of a company whose earnings the Adviser expects to grow at an above-average rate compared to the company’s specific industry or the overall market. Activist Strategy. The Adviser’s investment strategy may, from time to time, involve shareholder activism that may attempt to influence the companies in which some Client accounts invest. The Adviser may also attempt to build strong relationships with management of the companies in which some Client accounts invest. Buy and Hold. The Adviser may engage in buy and hold investment strategies wherein the Adviser buys securities and holds them for a relatively longer period of time, regardless of short-term factors such as fluctuations in the market or volatility of the stock price. Litigation Finance. The Adviser may provide financing to a company to fund a potential litigation in exchange for a return of investment along with a share of the potential recovery. Distressed Investing. The Adviser may invest in companies which are financially troubled, distressed or bankrupt, including investing in assets that are non-performing. These methods, strategies and investments involve risk of loss to Clients and Clients must be prepared to bear the loss of their entire contribution. Material Risks (Including Significant, or Unusual Risks) Relating to Investment Strategies: No investment is free of risk. Clients as well as current and prospective Fund investors are cautioned that investments in securities involve risk of loss, including the possibility of a complete loss of the amount invested, and that they should be prepared to bear these risks. In addition, Clients and investors in the Funds must understand that past performance is not indicative of future results. Therefore, current and prospective Clients should never assume that future performance of any specific investment or investment strategy will be profitable. Investors in the Funds should also refer to the respective Fund Documents for a description of the risk factors specific to the Funds. The following summary identifies the material risks related to the Adviser’s significant investment strategies and should be carefully evaluated before making an investment with the Adviser; however, the following does not intend to identify all possible risks of an investment with the Adviser or provide a full description of the identified risks. Special Situations/Event Driven Investing Risks. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction or legal proceeding either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Adviser’s Client of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur or such legal proceeding has an unfavorable ruling, the Adviser’s Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Adviser’s Client may invest, there is a potential risk of loss by the Adviser’s Client of its entire investment in such companies.

Analysis of Troubled, Distressed or Bankrupt Companies Risks. The Adviser may invest in securities of issuers that are troubled, in distress or bankrupt. As such, they are subject to a multitude of legal, industry, market, environmental and governmental forces that make analysis of these companies’ securities inherently uncertain. Further, the Adviser may rely on company management, outside experts, market participants and personal experience to analyze potential investments. There can be no assurance that any of these sources will prove credible or that the resultant analysis will produce accurate conclusions. Nature of Reorganization Proceedings Risks. Investments in the securities of companies involved in reorganization proceedings typically entail a number of risks that do not normally apply to investments in financially sound companies. For example, if the Adviser's evaluation of the anticipated outcome of a reorganization or the timing of such outcome should prove incorrect, a Client could experience losses. A wide variety of considerations make any evaluation of the outcome of an investment in such a company uncertain. Such considerations include, for example, the possibility of litigation between the participants in a reorganization or liquidation proceeding or a requirement to obtain mandatory or discretionary consents from various governmental authorities or others. The uncertainties inherent in evaluating such investments may be increased by legal and practical considerations which limit the access of the Adviser to reliable and timely information concerning material developments affecting a company or which cause lengthy delays in the completion of a reorganization or liquidation proceeding. Competition from other investors may also render it difficult or impossible for the Adviser to achieve intended results or promptly effect transactions. Lack of Diversification Risks. Client accounts will not be diversified among a wide range of types of securities, countries or industry sectors. Accordingly, Client portfolios are subject to more rapid change in value than would be the case if the Adviser were required to maintain a wider diversification among types of securities and other instruments, geographic areas or sectors. Hedging Risks. There can be no assurances that a particular hedge is appropriate, or that certain risk is measured properly. Further, while the Adviser may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk for the Adviser’s investment portfolios than if the Adviser did not engage in any such hedging transactions. Derivatives Risks. The risks posed by any swap, option and other derivatives, which the Adviser may invest in for speculative or hedging purposes, can be extremely complex. The risks associated with these investments and techniques include: (i) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (ii) market risk (adverse movements in the price of a financial asset); (iii) legal risks (the characterization of a transaction or a party’s legal capacity to enter into it could render the financial contract unenforceable, and the insolvency or bankruptcy of a counterparty could preempt otherwise enforceable contract rights); (iv) operations risk (inadequate controls, deficient procedures, human error, system failure or fraud); (v) documentation risk (exposure to losses resulting from inadequate documentation); (vi) liquidity risk (exposure to losses created by inability to prematurely terminate the derivative); (vii) system risk (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (viii) concentration risk (exposure to losses from the concentration of closely related risks such as exposure to a particular industry or exposure linked to a particular entity); and (ix) settlement risk (the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty).

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The Adviser’s Clients are directly managed Funds along with another investment adviser. The Adviser acts as subadviser to certain Clients. With respect to any Fund, any initial subscription minimums are disclosed in the respective Fund Documents. The Adviser does not have any requirements for opening or maintaining an Account. The Adviser, however, is not precluded from advising Clients that are not listed above.

As described in Item 5, the Adviser or an affiliate of the Adviser is entitled to be paid performance-based compensation by Clients. Such performance-based compensation may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. In addition, the Adviser’s investment personnel are typically compensated on a basis that includes a performance-based component. Further, the variation of performance-based compensation structures among Clients may create an incentive for the Adviser to direct the best investment ideas to, or to allocate or sequence trades in favor of, a Client that bears higher performance-based compensation or performance-based compensation providing for payment to the Adviser at different times or over different time intervals than another Client. Certain Clients hold investments for which the Adviser or an affiliate receives performance-based compensation only upon the sale or deemed realization of the Client’s investments. To the extent the Adviser or an affiliate is entitled to performance-based compensation from such Clients upon the sale or deemed realization of investments, the Adviser may have an incentive to delay the realization of such an investment. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest that may arise relating to the management of multiple accounts, including accounts with different fee arrangements, and the allocation of investment opportunities. The Adviser reviews investment decisions for the purpose of evaluating whether all applicable accounts with substantially similar investment objectives are treated equitably over time. The performance of similarly managed accounts will be regularly compared to determine whether there are any unexplained significant discrepancies. In addition, the Adviser has adopted procedures relating to the allocation of investment opportunities which require that similarly managed accounts generally participate in investment opportunities pro rata based on asset size or in some other manner the Adviser considers fair and equitable over time. To the extent orders are aggregated, the Adviser’s procedures generally require that Client orders are price-averaged. Finally, the Adviser’s procedures also require the objective allocation for limited opportunities (such as initial public offerings and private placements) to seek to ensure fair allocation among accounts as reasonably determined by the Adviser in accordance with such procedures. These areas are monitored by the Adviser’s Chief Compliance Officer. See also Items 8 (Conflicts of Interest) and Item 12 (Brokerage Practices) for additional information.

Neither we nor our management persons are registered as a broker-dealer, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer, respectively.

Code of Ethics. The Adviser has adopted a Code of Ethics (the “Code”) that requires the Adviser and its supervised persons to put the interests of the Adviser’s Clients before their own interests and to act honestly and fairly in all respects in their dealings with Clients. In addition to compliance with the Adviser’s policies and procedures, all of the Adviser’s personnel are required to comply with applicable federal securities laws. Clients or prospective Clients may obtain a copy of the Code by contacting the Chief Compliance Officer, John O’Callaghan, by email at compliance@twoseascap.com or by telephone at 914.690.8253. See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by the Adviser’s supervised persons. Gifts and Entertainment Policies. The Adviser and its supervised persons may give and/or receive gifts, services or other items to/from any person or entity that does business with or potentially could conduct business with or on behalf of the Adviser. The Adviser has adopted policies and procedures governing the receipt and acceptance of such gifts and business entertainment, which generally includes requirements related to the disclosure of gifts and business entertainment in excess of certain de minimis thresholds and pre-clearance by the Chief Compliance Officer prior to giving/receiving gifts above a certain de minimis threshold. Insider Trading. The Adviser has implemented policies and procedures designed to detect and prevent insider trading. Under such policies, the Adviser’s supervised persons may not trade, either personally or on behalf of another, on material non-public information or communicate material non-public information to another person in violation of applicable law. Participation or Interest in Client Transactions and Personal Securities Trading. The Adviser or its supervised persons may hold the same securities (or related securities, e.g., warrants, options or futures) that the Adviser recommends to Clients. The Adviser or its supervised persons may trade in a particular security in a manner that is the same as, different from, or even opposite to the trading activity undertaken by the Adviser on behalf of its Clients with respect to that same security. Such practices present a conflict when, because of the information an Adviser has, the Adviser or its supervised persons are in a position to trade in a manner that could adversely affect the Clients (e.g., place their own trades before or after Client trades are executed in order to benefit from any price movements due to the Client trades). In addition to affecting the Adviser’s or its supervised person’s objectivity, these practices by the Adviser or its supervised persons may also harm Clients by adversely affecting the price at which the Clients’ trades are executed. The Adviser has adopted the following procedures in an effort to minimize such conflicts: The Adviser requires its supervised persons to preclear any transaction in their personal accounts with the Chief Compliance Officer, with certain exceptions. In addition, the Adviser’s Code prohibits the Adviser or its related persons and its supervised persons from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by the Chief Compliance Officer. All of the Adviser’s supervised persons are required to disclose their securities transactions on a quarterly basis. In addition, the Adviser’s supervised persons are required to disclose the holdings in their personal accounts upon commencement of employment with the Adviser and on an annual basis thereafter. Trading in the personal accounts of the Adviser’s supervised persons is reviewed by the Chief Compliance Officer and compared with transactions for Client accounts and reviewed against the restricted securities list.

A related person of the Adviser from time to time may recommend securities to Clients, or buy or sell securities for Client accounts, at or about the same time that the related person buys or sells the same securities for its own account. However, such transactions will be subject to the Adviser’s procedures described above in an attempt to minimize the potential conflicts of interests stemming from situations where the contemporaneous trading results in an economic benefit for the Adviser’s related person to the detriment of the Client. To the extent that the Adviser enters into such a principal transaction, the Adviser will comply with the requirements of Section 206(3) of the Investment Advisers Act of 1940, and provide written notification to such Client and obtain Client consent either prior to the principal transaction or prior to its settlement. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account knowingly buys from or sells a security to an advisory client. The Adviser’s related persons may, and currently do, invest in Funds managed by the Adviser. As the investment adviser and manager of such Funds, the Adviser’s related persons have access to information that is not available to other investors in such private funds. However, as previously noted above and in this brochure, the Adviser has adopted compliance policies and procedures in an attempt to address potential conflicts of interest associated with the Adviser’s management of the Funds and investment by the Adviser’s related persons in the Funds.

Generally. As an SEC registered adviser, the Adviser has a duty to seek best execution with respect to client accounts for which it has authority to select broker-dealers and other counterparties. In seeking best execution, the determinative factor evaluated by the Adviser is not necessarily the lowest possible cost, but whether the transaction represents the best qualitative execution. In selecting a broker-dealer to execute transactions (or a series of transactions) and determining the reasonableness of the brokerdealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, research (including economic forecasts, fundamental and technical advice on securities, valuation advice on market analysis); custodial and other services provided for the enhancement of the Adviser’s portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). The Adviser does not materially use “execution only” commission rates, thus a Client may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate as further discussed below. Certain of the Adviser’s personnel will meet periodically to evaluate the broker-dealers used by the Adviser to execute Client trades using the foregoing factors. Soft Dollar Arrangements. The Adviser may receive research and other products or services other than execution from a broker-dealer and/or a third party in connection with Client securities transactions. This is commonly known as a “soft dollar” relationship. With respect to Adviser’s receipt of such research and other products or services in connection with Client securities transactions, the Adviser intends to limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), as further described below. The use of Client commissions to obtain research and brokerage products and services raises potential conflicts of interest. For example, the Adviser may not have to pay for the products and services itself under a soft dollar arrangement. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services. The Adviser may also cause Clients to pay commissions higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for Clients. With respect to the usage of soft dollars, the Adviser has adopted the following soft dollar policies and procedures in an effort to address these above requirements and the requirements under Section 28(e). In determining whether to direct Client brokerage transactions to particular broker-dealers, certain of the Adviser’s personnel will meet periodically to review and evaluate the soft dollar practices of the Adviser and its compliance with applicable requirements under Section 28(e), including to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer.

In some instances, the Adviser may obtain a product or service that is used, in part, by the Adviser for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Such determination will be made based on the actual use of the product or service by the Adviser’s personnel. The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Adviser from its own resources. The determination by the Adviser of the appropriate allocation of “mixed use” products and services creates a potential conflict of interest between the Adviser and Clients. Research and brokerage services obtained by the use of commissions arising from a Client's portfolio transactions may be used by the Adviser in its other investment activities, including, for the benefit of other Client accounts. The Adviser seeks to allocate soft dollar benefits to Client accounts proportionately to the soft dollar credits the accounts generate. Trade Aggregation & Allocation. As discussed previously in Item 6, the Adviser seeks to place orders for advisory clients in a manner that is fair and equitable to clients over time and will allocate securities purchased or sold for its clients pursuant to its allocation and trade aggregation compliance policies. Although not obligated, the Adviser may aggregate orders for the purchase or sale of the same security for Client accounts when deemed appropriate in accordance with such policies. Each participating client account generally will participate at the average share prices for the aggregated order. The Adviser’s Participation in Capital Introduction Programs. From time to time, the Adviser may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to a private fund managed by the Adviser. The Adviser may place Client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution and the Adviser’s related policies and procedures. In no event will the Adviser select a broker-dealer as a means of remuneration for recommending the Adviser or any other product managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals.

There are no legal or disciplinary events affecting the evaluation of our advisory business or the integrity of our management.

Client accounts are reviewed by the Chief Investment Officer of the Adviser, on an ongoing basis to determine whether securities positions should be maintained in light of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines and the performance of the Client account. Significant market events affecting the prices of one or more securities in a Client account or changes in the investment objectives or guidelines of a particular Client may trigger reviews of a Client account on other than a periodic basis. Each investor in a Fund will receive written reports from the Adviser pursuant to the terms of the respective Fund Documents.

The Adviser and its affiliate are deemed to have custody of certain Fund assets and intend to comply with Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended, by meeting the conditions of the “Pooled Vehicle Annual Audit Exception”. Such Rule requires that each Fund be subject to an annual financial statement audit by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The audited financial statements are prepared in accordance with generally accepted accounting principles in the U.S. and will be distributed to each Fund Investor within 120 days of the applicable Fund’s fiscal year end.

The Adviser provides investment advisory services on a discretionary and non-discretionary basis to Clients. Prior to assuming full discretion in managing a Client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. Where the Adviser provides investment advisory services on a discretionary basis, it has the authority to determine (i) the securities to be purchased and sold for the Client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any investment guidelines) and (ii) the amount of securities to be purchased or sold for the Client account.

To the extent the Adviser has been delegated proxy voting authority on behalf of its Clients, the Adviser complies with its proxy voting policies and procedures. In cases where the Adviser votes proxies with respect to Client securities, the Adviser will vote such proxies in the manner it perceives to be in the best interests of the Fund in accordance with its proxy voting policies and procedures. To the extent that a potential conflict of interest arises (such as (but not limited to) the Adviser, a related person or any personnel of the Adviser owning securities that the Adviser or its related persons also recommends to Clients), such Clients’ proxies will be voted according to predetermined guidelines rather than subject to the Adviser’s (or its related person’s) discretion. Investors may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a Client’s proxies by contacting the Chief Compliance Officer, John O’Callaghan, by email at compliance@twoseascap.com or by telephone at 914.690.8253.

Not applicable.