WOLVERINE ASSET MANAGEMENT LLC

i) Firm Description Wolverine Asset Management, LLC (“WAM” or “us” or “we”) was formed in 2001 to provide discretionary investment management services to institutional clients using structural arbitrage and relative value strategies. The indirect principal owners of WAM are Christopher Gust and Robert Bellick. ii) Types of Advisory Services WAM offers investment advisory services to institutional clients, including pooled investment vehicles (e.g., hedge funds). WAM serves as the discretionary investment manager to the funds listed below and may, in the future, serve as the discretionary investment manager to additional pooled investment vehicles, accounts, and other arrangements with institutional clients (collectively, the “WAM Funds”). The WAM Funds are offered only to sophisticated institutional investors and qualified purchasers. The “WAM Funds” include: • • •

Wolverine Flagship Fund, LLC (U.S.-domiciled feeder fund); Wolverine Flagship Fund Limited (Cayman-domiciled feeder fund); and Wolverine Flagship Fund Trading Limited (a Cayman-domiciled master fund) (“WFFTL”).

The objective of the WAM Funds is to seek returns on capital through arbitrage and relative value strategies. See Item 8 for a more detailed explanation of the specific strategies the WAM Funds implemented. All investment and trading activity takes place at the WFFTL level for the WAM Funds. The general purpose of the U.S.-domiciled feeder fund is to accept investments from U.S. taxable investors, and the general purpose of the Cayman-domiciled feeder fund is to accept investments from U.S. tax-exempt investors and non-U.S. investors. Transactions WAM entered on behalf of WFFTL are outlined in the confidential information memorandum or any other written agreement between WAM and the WAM Funds. Transactions WAM entered on behalf of the WAM Funds are not based on the individual needs of investors in the WAM Funds. iii) Management of Client Assets As of December 31, 2025, WAM managed approximately $5,492,353,564 US in client assets on a discretionary basis on behalf of the WAM Funds.

WAM Funds As investment adviser to the WAM Funds, WAM receives a quarterly management fee of 1.75% per annum but scales down for larger investments (see below) of the quarter-end net asset value (“NAV”) of an investor’s interest in the WAM Funds. WAM is also entitled to an annual

performance allocation ranging from 20%-30% of any new profits over a “high-water mark” experienced by an investor’s interest in the WAM Funds. WAM deducts management fees and performance allocations from investors’ accounts. In its discretion, WAM may reduce or waive some or all of its performance allocation and/or management fee with respect to one or more investors in the WAM Funds, including, without limitation, its affiliates, its management, and its employees and members of their respective families. In addition, WAM has granted management fee reductions to investors for marginal investments in the WAM Funds above three investment thresholds: $50 million, $100 million, and $200 million. As of the date of this brochure, management fee reductions associated with marginal investments above these thresholds are 0.25%, 0.50%, and 0.75%, respectively. The management fee is also further reduced if aggregate investments in the WAM Funds by third-party investors exceeds $1.75 billion. The management fee is reduced by the product of 50 basis points and the ratio of the WAM Funds external AUM in excess of $1.75 billion over the WAM Funds external AUM. Though the management fee may vary from month to month, it will never exceed 1.75% per annum. In addition, WAM offers investors in the WAM Funds two alternative fee structures. For investments over $200 million, the management fee is 1.25% and the performance allocation is subject to a hurdle amount. For investments over $250 million, the fee structure is based on the cumulative return and volatility of the investor’s performance within the WAM Funds. The details of such fee structures are in the confidential information memorandum or are available directly from WAM upon request. Investment Expenses The feeder funds bear their pro rata portions of all expenses related to their investment activities, including brokerage commissions and other costs of executing transactions, “bid-ask” spreads, mark-ups, investment expenses and all other expenses (including, without limitation, all commissions, clearing fees, custody fees, foreign exchange fees, valuation and portfolio pricing, interest charges, financing charges, and applicable withholding and other taxes) related to the acquisition, disposition, and restructuring of WFFTL’s investments, the costs of trading, research and/or data screens, as well as risk management and data services and systems (including, without limitation, the costs of utilizing and/or supporting risk-reporting technology required by consultants retained by or on behalf of institutional investors), investment-related legal expenses, investment research expenses (including, without limitation, conferences, research-related travel and due diligence expenses related to research-vendor selection, and the costs of research-related publications and periodicals), and due diligence expenses related to maintaining service-provider relationships with the WAM Funds (including any travel-related due diligence costs), including the cost and expense related to organizing any special purpose vehicle operating as a subsidiary of WFFTL and its investment activities. Operating Costs The feeder funds bear their pro rata portions of WFFTL’s operating costs. The feeder funds pay for their own direct administrative and operating expenses as may be incurred (and their pro rata portions of the direct administrative and operating expenses applicable to WFFTL and any “trading company” operating as a subsidiary of WFFTL), including the administrator’s fees,

directors’ fees, legal fees, audit, appraisal, financing and accounting fees, taxes and any similar amounts, fees, and expenses of the feeder funds’ “partnership representative,” governmental charge and duties, costs associated with regulatory requirements including membership and filings, costs of fulfilling bonds requirements under ERISA (as defined herein), if applicable, as well as the costs of maintaining accounts and of preparing and distributing reports. Expenses incurred in connection with the ongoing offering of Interests/Shares are borne by the feeder funds. The feeder funds will be responsible for their pro rata shares of insurance WAM maintains, including, but not limited to, directors and officers, errors and omissions, and other types of insurance. The feeder funds also will be responsible for their non-recurring extraordinary expenses (and their pro rata shares of WFFTL’s non-recurring extraordinary expenses), including without limitation, litigation expenses, and related legal fees and expenses. To the extent WAM pays expenses to be borne by the WAM Funds, WAM will be reimbursed for such expenses, unless WAM, in its sole discretion, waives such reimbursement. WAM pays for its overhead and administrative expenses, including employee salaries and employee benefits and expenses related to office space, utilities, computer equipment and software. Overhead Expenses WAM provides personnel (including trading personnel, information technology personnel, WAM Funds’ accounting personnel, operations personnel, and compliance and in-house legal personnel), computer equipment and software, office space, utilities, and other basic “overhead” facilities and services necessary to provide investment management and managing member services to WFFTL. WFFTL will not generally reimburse WAM directly for the costs of providing those services (except to the extent payment or reimbursement of any of the operating costs described above may be considered such reimbursement). Administrator’s Fee The feeder funds pay the administrators’ fees as compensation for performance of administrative services.

i) Methods of Analysis WAM attempts to capture returns on capital by purchasing securities below their theoretical fair value and prudently reducing related sources of risk. By using this approach, WAM believes it will minimize price variations and capture returns as theoretically mispriced securities accrete to fair value. Some of the strategies WAM employs include: (i) Capital Structure Arbitrage, a derivativesbased, relative value strategy focused on capturing investment opportunities across corporate capital structures; (ii) Event-Driven, a strategy which seeks to capture excess risk premium in companies which are expected to experience a corporate transaction or other catalyst affecting their securities’ value; (iii) NAV Arbitrage, which consists of the Closed-end Fund Arbitrage strategy and the Real Estate Investment Trust (“REIT”) Arbitrage strategy. The Closed-end Fund Arbitrage strategy seeks to generate returns by exploiting short-term and medium-term mean reversion in closed-end fund discounts. The REIT Arbitrage strategy seeks to capture relative differentials in price-to-book ratios of mortgage, property and commercial REITs; and (iv) Volatility Arbitrage, which deploys a variety of proprietary volatility strategies including systematic, discretionary, and tail-risk strategies. ii) Investment Strategies The WAM Funds’ investment objective is to seek returns on capital primarily through arbitrage, relative value, and various macro strategies. WAM currently uses the following investment strategies, some or all of which may be employed opportunistically for the WAM Funds: Capital Structure Arbitrage. Capital Structure Arbitrage is a derivatives-based, relative value strategy focused on capturing investment opportunities across corporate capital structures. The Investment Manager looks for mispriced securities or assets and either buys a security if it is underpriced or sells short (sells without owning) a security if it is overpriced. WAM seeks out mispriced securities by determining the fair value of the securities using a combination of theoretical valuation and trading judgment based on experience in the marketplace. WAM uses proprietary data feeds, analytics, and execution software to detect and capture valuation differentials. This strategy primarily uses corporate bonds, preferred securities, and warrants, as well as listed equities, options, credit default swaps, and futures. Event-Driven. The Event-Driven strategy seeks to capture excess risk premium in companies expected to experience a corporate transaction or other catalyst affecting the value of their securities. These events may include mergers and acquisitions, tender offers, asset sales,

spinoffs, debt refinancing, reorganizations, bankruptcies, litigation, and capital-markets transactions. Knowledge of event mechanics and trading judgment regarding how security prices will react allow WAM to identify investment targets. Risk factors which complicate the strategy include deal termination/adjustment, deal timing, election/proration uncertainty, deal financing, the existence of multiple acquirers, the actions of other security holders, market dynamics, and the outcome of court proceedings or litigation. Event-driven investing may include, but is not limited to, merger arbitrage (also known as risk arbitrage), catalyst-driven credit investing, special situation investing, and distressed debt investing. NAV Arbitrage. The NAV Arbitrage strategy consists of the Closed-end Fund Arbitrage strategy and the REIT Arbitrage strategy. The Closed-end Fund Arbitrage strategy seeks to generate returns by exploiting short-term and medium-term mean reversion in closed-end fund discounts. The strategy actively trades closed-end funds. The strategy is market-neutral, hedging NAV risk primarily with exchange-traded funds (“ETFs”). The REIT Arbitrage strategy seeks to capture relative differentials in price-to-book ratios of mortgage, property, and commercial REITs. The strategy takes long and short positions in equities while hedging net exposures to the underlying assets with mortgage-backed securities and interest rate futures. Volatility Arbitrage. The Volatility Arbitrage strategy deploys a variety of proprietary volatility strategies including systematic, discretionary, and tail-risk strategies. These strategies encompass a variety of trading disciplines including relative value, convexity, and liquid indices. The strategy seeks to exploit both low- and high- frequency pricing dislocations across related derivative securities by using a proprietary technology platform to execute candidate trades and attempt to optimize trading costs. The main objective of the volatility strategy is to generate performance not correlated to the market. WAM’s investment strategies are under continuous development and are constantly evolving. WAM anticipates it will continue to add and/or remove strategies to the WAM Funds in the future. The composition of WAM’s portfolio can be expected to change, possibly materially, over time, as the arbitrage and relative value strategies WAM implements continue to evolve. iii) Risks WAM’s trading strategies are speculative and involve significant risks. There can be no assurance WAM will achieve its investment objectives on behalf of its clients. In fact, many of the practices WAM uses, such as short selling and leverage, can, in certain circumstances, exacerbate the adverse impact of particular transactions and conditions on our investment program and consequently the performance of the WAM Funds. Those investing in the WAM Funds must be prepared to lose all, or substantially all, of their investments. Some of the material risks of investing in the WAM Funds and/or associated with WAM’s investment strategies are: Inherent Limitations of Disclosure. The descriptions of WAM’s strategies, the markets in which the WAM Funds trade, the risk factors and conflicts of interest involved in doing so, and other aspects of the WAM Funds’ operations are subject to inherent material limitations and do not purport to be complete. Investors investing in the WAM Funds are entrusting their capital, on essentially a “blind pool” basis, to the subjective, discretionary market judgment of WAM trading in changing, volatile, and uncertain markets using strategies which can only be described in broad

and non-specific terms. No one who is incapable of understanding and evaluating the risks of investing in the WAM Funds should invest in the WAM Funds. Risk of Loss or Low Returns. There can be no assurance the WAM Funds will achieve their objectives. Furthermore, WAM may expand the WAM Funds’ portfolio into new market sectors, instruments, and strategies. Consequently, the WAM Funds’ investment record at any given time may not be representative of its current or future investment approach. Investors may lose all or substantially all their investment in the WAM Funds or may achieve financial returns below their expectations and below the returns other investment strategies achieved. Past performance is not indicative of future results. General Market Conditions. While it is possible for the WAM Funds’ current and potential strategies to be profitable during both upward and downward market cycles, there are certain market conditions in which different strategies have a materially reduced likelihood of success. It is impossible to predict future market conditions, and certain market conditions could be materially averse to the WAM Funds’ prospects. The particular or general types of market conditions in which the WAM Funds may incur losses or experience unexpected performance volatility cannot be predicted, and the WAM Funds may materially underperform other investment funds with substantially similar investment objectives and approaches. Moreover, a fundamental component of WAM’s strategies will generally attempt to hedge market or other risks inherent in the WAM Funds’ portfolio. WAM may determine it is economically unattractive, or otherwise undesirable, to hedge certain risks and instead may rely on diversification or other strategies to maximize portfolio value and control such risks. Nature of Investments. WAM has broad investment discretion over the WAM Funds. Investments generally consist of equity and debt securities, derivatives, and other assets which may be affected by business, financial market, or legal uncertainties. There can be no assurance WAM will correctly evaluate the nature and magnitude of the various factors which could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors which are inherently difficult to predict, such as U.S. or non-U.S. economic and political developments, may significantly affect the results of the WAM Funds’ activities and the value of its investments. Market Risks in General. WAM’s strategies are subject to some degree of market risk, including directional price movements, deviations from historical pricing relationships, changes in the regulatory environment, changes in interest rates, changes in market volatility, changes in the liquidity of certain positions or categories thereof, flights to quality, credit squeezes, and other market conditions. WAM’s investment style is risky, and potentially more risky than other investing strategies. Numerous examples exist of hedge fund strategies, particularly those involving leverage or illiquid securities, incurring sudden and dramatic losses arising from market risk and other factors. There can be no assurance the Fund will not sustain a sudden, dramatic, and potentially total loss. At times, the WAM Funds’ positions and strategies may not be diversified. Regardless, even significant diversification may not provide meaningful risk control. Diversification may reduce the WAM Funds’ profit potential if certain strategies are unprofitable while others are profitable. Convertible Securities. Convertible securities are securities which may be exchanged or converted into a predetermined number of the issuer’s underlying equity shares, another issuer’s shares, or securities indexed to a market index, at the option of the holder during a specified time.

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WAM serves as the discretionary investment adviser to the WAM Funds. Investments in the WAM Funds are made available only to “accredited investors” (as defined in Regulation D under the Securities Act of 1933, as amended, or “1933 Act”) and “qualified purchasers” (or “knowledgeable employees”), as defined in the Investment Company Act of 1940. The minimum investment required by the WAM Funds is $5 million US, which may be reduced in WAM’s discretion.

WAM is entitled to an annual performance allocation calculated using the fee structures described above in Item 5 with respect to the WAM Funds. The performance allocations may give WAM an incentive to make more risky or speculative trades than would otherwise be the case if WAM were only compensated based on a percentage of assets under management. In addition, WAM may receive increased compensation under the performance allocations based on unrealized appreciation as well as realized gains experienced by the WAM Funds. WAM believes the use of performance allocations on new profits (i.e., above a high-water mark), which is standard practice in the hedge fund industry, helps to align the interests of WAM, its management, and its employees, with those of investors in the WAM Funds.

i) Financial Industry Activities WAM is registered with the SEC as an investment adviser. WAM is also registered with the CFTC as a commodity pool operator and commodity trading advisor, and is a member of the National Futures Association (“NFA”) in such capacities. ii) Management Persons Registration Andrew Sujdak, Chief Investment Officer and Managing Director of WAM, is registered with the NFA as an Associated Person and Principal of WAM. Kenneth Nadel, Chief Operating Officer of WAM, is registered with the NFA as a Principal of WAM. Dominic Data, a Senior Portfolio Manager and Managing Director of WAM, is registered with the NFA as an Associated Person and Principal of WAM. Judith Kula, Chief Financial Officer of WAM, is registered with the NFA as a Principal of both WAM and Wolverine Execution Services, LLC (“WEX”), a broker-dealer affiliated with WAM. David Cavicke, Chief Compliance Officer of WAM is registered with the NFA as a Principal of WAM and WEX. Christopher Gust is registered with the NFA as an Associated Person and Principal of WAM. Mr. Gust is registered with the NFA as a Principal of WEX. Robert Bellick is registered with the NFA as Principal of WAM. iii) Relationship with Related Persons and Conflicts of Interest Christopher Gust, Robert Bellick, David Cavicke, and Judith Kula are management persons of WAM and have relationships with the following affiliated entities: Wolverine Trading, LLC (“Wolverine Trading”); Wolverine Execution Services, LLC (“WEX”); Wolverine Trading UK Limited; and Wolverine Holdings, LLC. Mr. Gust and Mr. Bellick founded Wolverine Trading in 1994 and WAM in 2001, and as Managing Members, may be deemed to control Wolverine Holdings. Wolverine Holdings may be deemed to control, directly or indirectly, each of WAM, Wolverine Trading, WEX, and Wolverine Trading UK Limited. As a result, Mr. Gust and Mr. Bellick maintain significant indirect ownership

interests in each of WAM, Wolverine Trading, WEX, and Wolverine Trading UK Limited. Mr. Cavicke is the Chief Legal Officer for WAM, Wolverine Trading, WEX, Wolverine Holdings, and Wolverine Trading Partners, Inc. (“WTP”), as well as the Chief Compliance Officer of WAM, and Wolverine Trading UK Limited. Ms. Kula is the Chief Financial Officer for WAM, Wolverine Trading, WEX, Wolverine Holdings, and WTP. Wolverine Trading is an active market participant and market-maker and may compete with the WAM Funds for investment opportunities. To mitigate and/or eliminate this and other conflicts of interest, procedures have been established to ensure Wolverine Trading’s trading operations do not have access to WAM’s trading orders and vice versa. In addition, as a market-maker, Wolverine Trading may take positions which are opposite of those taken by WAM on behalf of the WAM Funds. The markets generally used by WAM require all trades be routed on an anonymous basis. Nevertheless, WAM will not knowingly direct the WAM Funds to be a counterparty in a transaction with Wolverine Trading. In general, any conflicts of interest which arise between the WAM Funds, on the one hand, and a management person or affiliate of WAM, on the other hand, will be discussed and resolved on a case-by-case basis by representatives of WAM and senior management of such other affiliates. Any such discussion will consider the relevant parties’ interests, the circumstances giving rise to the conflict, and WAM’s fiduciary obligation to its clients. Any potential investor in the WAM Funds should be aware conflicts of interest would not necessarily be resolved in favor of the WAM Funds. WAM uses its affiliate, WEX, among other broker-dealers, to execute transactions on behalf of the WAM Funds. This creates a conflict of interest because WAM may have an incentive to trade more frequently on behalf of the WAM Funds to generate commissions for its affiliate, WEX. This practice is commonly known as churning. In no case will WAM cause the WAM Funds to pay fees to WEX more than what it believes to be reasonable for the services provided. The fees the WAM Funds pay to WEX are commensurate with, and in many cases lower than, the rates other broker-dealers charge to execute similar transactions. For a more detailed discussion on WAM’s brokerage practices, please refer to Item 12. iv) Recommend or Selected Investment Advisers Not applicable

Trading WAM maintains a policy of strict compliance with the highest standards of ethical business conduct and the provisions of applicable rules and federal securities laws, including rules and regulations the SEC enacted. WAM’s Code of Ethics has been adopted pursuant to SEC Rule 204A1 and is designed to ensure compliance with WAM’s standards of business conduct, to ensure clients’ interests are always placed first, and any conflicts of interests are avoided or mitigated. Neither WAM nor any WAM employee should ever benefit at the WAM Funds’ expense. WAM’s Code of Ethics provides for, among other things, safeguarding investor information, prohibiting insider trading, procedures dealing with gifts and political contributions, procedures

regarding outside business activities, and reporting personal securities holdings and transactions. Upon request, WAM will allow investors and prospective investors in the WAM Funds to review its Code of Ethics. Though unlikely, it is possible WAM may purchase securities for the WAM Funds in which WAM’s affiliates have a material financial interest. Information barriers are maintained between WAM and its affiliates so WAM’s investment personnel are not contemporaneously aware of the positions held by its affiliates. In the unlikely event this situation arose, WAM would not be aware of the fact it holds positions in which an affiliate has a material interest until meaningful time has passed. Therefore, the possible existence of such a fact would not be a factor in WAM’s investment decision process. WAM’s supervised persons are permitted to maintain individual personal brokerage accounts and WAM’s supervised persons or affiliates may invest in the same securities in which WAM invests on behalf of the WAM Funds. This presents a potential conflict of interest whereby WAM’s supervised persons or affiliates could potentially “front run” (i.e., trade ahead of WAM’s client accounts) the WAM Funds for their own personal benefit. To avoid or mitigate such conflicts while permitting its employees to invest their personal assets, WAM has developed robust procedures surrounding employee personal trading. The overarching principle governing the Code of Ethics’ procedures regarding personal trading is knowledge of the WAM Funds’ trading activity or investment positions must not be used in any way to benefit WAM’s employees or affiliates. WAM’s Code of Ethics strictly prohibits front running and “piggybacking” (i.e., following a client’s order). WAM maintains a restricted list including certain securities (e.g., securities for which WAM may have received material non-public information) which employees are restricted from trading. WAM requires Compliance pre-clear all self-directed personal trades, except for mutual fund and Treasury securities trades. Requests to trade an issuer with a market capitalization below a certain floor are automatically rejected. WAM’s Code of Ethics requires WAM employees hold positions in their personal brokerage accounts for a minimum of 30 calendar days. The 30-day hold policy prevents employees from engaging in shortswing transactions in their personal accounts. Short-swing transactions occur when a purchase and sale in the same security occurs within 30 calendar days. The 30-day hold policy is a substantial deterrent to employees trading in their personal brokerage accounts based on their knowledge of the investment activity in the WAM Funds. WAM closely monitors employees’ personal trading activity for the following to detect patterns and prevent abusive behavior or violations of the Code of Ethics: •

Frequent and/or short-term trades in any security;

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Trading opposite of client trades;

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Trading ahead of clients; and

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Trading which appears to be based on material non-public information.

Any personal trading which appears abusive may result in further inquiry by the CCO and/or sanctions, up to and including dismissal. While WAM does not expressly prohibit employees from

trading in securities for their personal accounts on or around the same time as the WAM Funds, WAM believes the pre-clearance requirement, WAM’s 30-day hold policy, and the robust monitoring procedures to mitigate any potential conflict of interest with respect to personal trading are all inclusive, detailed, and adequately prevent abuse of the Code of Ethics. WAM and its supervised persons may, in the future, manage other funds and accounts, and are not obligated to devote any specific amount of their business time to client affairs. WAM is not required to accord exclusivity or priority to its clients, including the WAM Funds, in relation to any investment opportunities. WAM’s clients do not have a right of first refusal, co-investment, or other rights with respect to any investment opportunity. If WAM provides advice to other private funds or clients, it will adopt policies and procedures to allocate investment opportunities and execute and/or aggregate orders on an equitable basis over time. However, there can be no assurance the WAM Funds will participate in any particular investment opportunity on an equal or pro rata basis with other investment funds and accounts.

When trading securities, WAM seeks to obtain the best available execution. WAM considers the following when routing orders on behalf of client accounts: the price of the securities; commission rates; the size and difficulty of executing orders; the reliability, integrity, financial condition, general execution, and operational capabilities of competing broker-dealers; and the brokerage and research services other broker-dealers provide. WAM uses its affiliate, WEX, and unaffiliated broker-dealers, to execute transactions on behalf of its clients. WAM will not cause its clients to pay WEX fees in which exceed what WAM believes are reasonable when considering the factors described above. WAM further anticipates WEX’s brokerage fees will be commensurate with the rates charged by other broker-dealers for to execute similar transactions. WAM currently does not have any formal “soft dollar” arrangements with any brokers. However, from time to time, WAM may cause the WAM Funds to pay commissions for executing transactions which are higher than commissions another broker-dealer would charge for such brokerage services. As a result, the WAM Funds may be deemed to be paying for research and other services with “soft” dollars. These services may include: advice, either direct or through publications or writings, as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers and sellers of securities; furnishing analyses and reports concerning issuers, securities, or industries; and providing information on economic factors and trends. WAM may use such services in connection with its investment decision-making process with respect to one or more other accounts managed by WAM and may not be used exclusively with respect to the client who incurred such charges. Such arrangements, however, will not fall outside of the safe harbor for fiduciaries’ use of soft dollar payments established by Section 28(e) of the Securities Exchange Act of 1934, as amended.

Trade Errors While carrying out activities on behalf of the WAM Funds, errors in executing specific trading instructions will occur. Some examples of trading errors include: (i) buying or selling an investment instrument at a price or quantity inconsistent with specific trading instructions a particular strategy generates; or (ii) buying rather than selling a particular investment instrument (and vice versa). WAM will only be obligated to reimburse the WAM Funds for trade errors resulting from WAM’s fraud, gross negligence, willful misconduct, or bad faith. Brokerage for Client Referrals WAM maintains substantially all the assets of the WAM Funds with one or more prime brokers and other financial institutions selected by WAM. WAM is not committed to continuing its relationship with any prime broker for any period, and, at WAM’s discretion, the WAM Funds may employ additional or different custodians and/or prime brokers. Prime brokers routinely provide capital introduction services to their private investment fund clients such as the WAM Funds. As an ancillary benefit (i.e., no additional cost) of using a particular prime broker, WAM may periodically receive investor referrals with respect to the WAM Funds. WAM does not consider capital introduction services a material factor when selecting prime brokers and WAM does not believe receiving capital introduction services creates a material conflict of interest. Allocation of Opportunities Wolverine Trading is an active market participant and may compete with the WAM Funds for positions. Wolverine Trading may take positions which are opposite of those the WAM Funds take. To eliminate conflicts of interest, WAM will not knowingly direct the WAM Funds to be a counterparty in a transaction with Wolverine Trading. WAM may provide advice and enter transactions which vary materially among the WAM Funds and other investment funds and accounts they may manage. WAM is not required to accord exclusivity or priority to the WAM Funds with respect to any investment opportunities. The WAM Funds will not have a right of first refusal, co-investment, or other right with respect to any investment opportunity. Should WAM provide advice to other investment funds (WAM currently only advises the WAM Funds), it will adopt policies and procedures to allocate investment opportunities and execute and/or aggregate orders on an equitable basis over time. There can be no assurance the WAM Funds will participate in any particular investment opportunity on an equal or pro rata basis with these other investment funds and accounts.

WAM does not currently engage promoters or placement agents to market the WAM Funds but may do so in the future. WAM trades securities through several broker-dealers. WAM may receive certain economic benefits from broker-dealers which it would not receive if it did not transact through the brokerdealers. These benefits may include but are not limited to: access to an electronic communication network for order entry and account information; access to proprietary research; and participation in broker-dealer sponsored research and capital introduction services. WAM understands the benefits received through its relationship with broker-dealers (including its prime brokers) generally do not depend on the number of transactions directed to, or amount of assets custodied by, the brokerdealers.

Registered investment advisers must disclose material facts of any legal or disciplinary event which is material to a client’s evaluation of the advisory business or the integrity of its management. WAM has no such disclosure items.

Though diversification and risk control are integral and fundamental components of the overall risk management of the WAM Funds’ portfolio, WAM’s risk management processes should not be considered an assurance substantial or total losses will not be incurred. There are numerous risks WAM does not monitor, and those risks which WAM does monitor may be greater than WAM forecasted, especially in unusual market conditions resulting in such risk management processes not preventing major losses. There are also numerous risks over

which WAM has no control. Significant or complete losses may result from these risks or other reasons despite WAM’s risk management processes. The Risk Committee, consisting of the Chief Investment Officer, Chief Operating Officer, and a Senior Portfolio Manager with previous experience in risk management, oversees risk management for the WAM Funds. WAM monitors its clients’ holdings on a continuous basis. Execution and trade processing data is fed through a single account so monitoring of trades is centralized and the risks related to unauthorized trading are reduced. All positions are reconciled between WAM and the clients’ custodians and administrators daily. The following written reports are periodically delivered to WAM Funds’ investors: • • • •

Monthly Risk Report – provides a portfolio recap, NAV return figures, summary risk metrics, and portfolio and exposure summary by strategy; Quarterly Investor Reports – provides a detailed analysis of each strategy in the portfolio with allocation, return attribution, and narrative; Annual Audited Financial Statements; and Monthly Investor Statements sent by the WAM Funds’ Administrator.

As managing member of the U.S. feeder fund and investment manager of the offshore feeder fund and master fund, WAM is deemed to have custody of the WAM Funds’ assets. WAM maintains substantially all its clients’ assets with one or more prime brokers and other financial institutions. Under prime brokerage agreements between WAM and each of its prime brokers, each prime broker will clear and settle securities transactions effected through various brokerage firms. The prime brokers will generally maintain custody of certain of the WAM Funds’ securities. In certain instances, other brokers executing transactions for the WAM Funds may maintain custody of the WAM Funds’ assets. A portion of the WAM Funds’ portfolio may be invested in derivative instruments, where the counterparty may not necessarily be a prime broker. With respect to securities traded in markets outside the United States, the prime brokers may transfer the assets to their sub-custodians and/or agents, including affiliates, located in the countries where the securities are traded. Sub-custodians and agents will maintain custody of the securities until they are sold, and uninvested proceeds will be transferred back to US-based prime brokers.

WAM may employ additional or different prime brokers and/or custodians, as relevant in its discretion. As noted above in “Review of Accounts – Item 13,” WAM Funds’ investors periodically receive written reports from WAM regarding their accounts and annual audited financial statements.

WAM has full discretion and authority, without prior approval of any officer or other agent, to invest all or a portion of the WAM Funds’ assets. Pursuant to the investment management agreement entered with each WAM Fund, WAM has been designated as the WAM Funds’ agent and attorney-in-fact, with full power and authority and without the need for further approval of the WAM Funds to take any and all actions WAM, in its discretion, shall deem advisable to carry out its trading strategies with respect to the WAM Funds. WAM’s discretion is subject to restrictions outlined in the relevant confidential information memorandum or any other written agreement between WAM and the WAM Funds.

WAM’s investment management agreement with each WAM Fund expressly authorizes WAM to vote proxies. WAM’s investment strategies are generally not dependent on the outcome of such votes. Proxies are considered the WAM Funds’ assets and must be voted with diligence, care, and loyalty to maximize their value. WAM will vote on matters such as corporate strategic direction, ownership structures which enhance shareholder value without diluting management accountability to shareholders, and/or present compensation plans which are commensurate with enhanced performance and market practices. No investor in the WAM Funds may direct proxy votes. If proxy voting causes a conflict of interest, WAM endeavors to resolve all conflicts in an equitable manner for all of its investors to the extent possible under the prevailing facts and circumstances. The WAM Funds’ investors may obtain the results of voting by requesting the results from WAM. Item 18 - Financial Information

condition reasonably likely to impair their ability to meet contractual commitments to clients. At the present time, WAM has no information relevant to this Item.