Farallon Capital Management, L.L.C.: investment adviser

Farallon Capital Institutional Partners III, L.P.

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Four Crossings Institutional Partners V, L.P.

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Farallon Special Situation Partners IV, L.P.

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Farallon Special Situation Partners VI, L.P.

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Sidecar Partners Holdings, L.P. and Sidecar Partners, L.P.

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FCOI II Currency Class Fund, Ltd., Farallon Capital Offshore Investors, Inc., FCOI II Holdings, L.P., Farallon Capital Institutional Partners VI, L.P. and Farallon Capital Offshore Investors II, L.P.

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Farallon Special Investment Partners, L.P.

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Farallon Asia Special Situations, L.P. and Farallon Asia Special Situations Master, L.P.

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Farallon Asia Special Situations II, L.P. and Farallon Asia Special Situations Master II, L.P. -4-

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Farallon Asia Special Situations III, L.P. and Farallon Asia Special Situations Master III, L.P.

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Farallon Capital (AM) Investors, L.P.

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Farallon Capital AA Investors, L.P.

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Farallon Overflow Fund, L.P.

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Farallon Overflow Fund II, L.P. and Farallon Overflow Master Fund II, L.P.

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Farallon Real Estate Partners, L.P. and Farallon Real Estate Institutional Partners, L.P.

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Farallon Real Estate Partners II, L.P. and Farallon Real Estate Institutional Partners II, L.P.

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Farallon Real Estate Partners III, L.P. and Farallon Real Estate Institutional Partners III, L.P.

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Farallon Real Estate Partners IV, L.P. and Farallon Real Estate Institutional Partners IV, L.P.

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Farallon Capital F5 Investors I, L.P., Farallon Capital F5 Investors II, L.P., Farallon Capital F5 CC, L.P., Farallon Capital F5 Master I, L.P. and Farallon Capital F5 Master II, L.P.

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Farallon Equity Partners, L.P., Farallon Equity Partners International, Ltd. and Farallon Equity Partners Master, L.P.

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Farallon Special Situations Fund, L.P. and Farallon Special Situations Master Fund, L.P.

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Farallon Special Situations Fund II, L.P. and Farallon Special Situations Master Fund II, L.P.

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Farallon Special Situations X-VII, L.P. and Farallon Special Situations Master X-VII, L.P.

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Farallon Special Situations VII, L.P. and Farallon Special Situations Master VII, L.P.

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Farallon Special Situations Octave, L.P.

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Farallon Healthcare Partners, L.P., Farallon Healthcare Partners International, Ltd. and Farallon Healthcare Partners Master, L.P.

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Farallon Special Investment Institutional Partners IV, L.P.

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Farallon Special Situations Credit IX, L.P. and Farallon Special Situations Master Credit IX, L.P.

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Farallon Co-Investment Feeder Fund, L.P. and Farallon Co-Investment Master Fund, L.P.

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Farallon Special Situations Fund III USTE, L.P., Farallon Special Situations Fund III Non-US, L.P., Farallon Special Situations Fund III US, L.P., Farallon Special Situations Master Fund III US, L.P. and Farallon Special Situations Master Fund III Non-US, L.P.

Farallon provides administrative and discretionary investment management services to Farallon Investment Holdings, L.P. (“FIH”) which generally accepts investments only from Farallon’s affiliate, FPLLC (as defined below), and certain employees of Farallon and the Farallon Advisers (as defined below) and operates as a fund-of-funds investing in other Farallon Funds (as defined below). FPLLC may act as general partner and/or Farallon may act as investment manager of certain Farallon Funds in which other Farallon Funds may invest. Together, the Investment Partnerships, FIH, the managed account, and any other accounts and funds for which Farallon provides such services from time to time are referred to herein as the “Farallon Funds”. Farallon may serve as investment adviser for other entities in the future. As more fully set forth in Farallon’s ADV Part 1A, for FIH and the Investment Partnerships that are structured as partnerships or limited liability companies, Farallon Partners, L.L.C., which is an affiliate of Farallon, or another affiliated Farallon entity (collectively, “FPLLC”), serves as the general partner or managing member, as applicable, of such entities. References herein to Farallon will include FPLLC, unless the context suggests otherwise. Farallon has broad and flexible investment parameters, and seeks global investment opportunities pursuant to a wide variety of investment strategies, including, without limitation, certain core strategies such as credit investing, direct investments, long/short equity investing, merger arbitrage, risk arbitrage and real estate, as more fully set forth below in Item 8. Farallon will emphasize or de-emphasize, add, develop or eliminate different investments and investment strategies and techniques from time to time, depending on, among other things, the perceived opportunities and relative risk-adjusted expected returns. Farallon’s execution is flexible to allow capital to shift among strategies, asset classes and geographies based on prevailing opportunities. Investments are made in U.S. and non-U.S. securities and markets, including in emerging markets. The Farallon Funds’ investment portfolios, as applicable to their investment strategies, consist of a broad range of publicly traded and privately purchased securities, instruments and obligations. This Brochure generally includes information about Farallon and its relationships with the Farallon Funds. While much of this Brochure applies to all such Farallon Funds, certain information included herein applies only to specific Farallon Funds.

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C. Availability of Customized Services While the Farallon Funds generally have similar or overlapping investment strategies and investment parameters, Farallon’s advice with respect to the Farallon Funds is subject to their investment programs, which differ due to, among other reasons, different investment mandates, various investment restrictions and types of investors. The Farallon Funds include, for example, funds that are designed specifically for U.S. taxable investors, which utilize margin borrowings and other forms of leverage; funds that are designed specifically for U.S. taxexempt entities (and certain of those funds generally do not borrow on margin); non-U.S. funds that generally do not participate in certain U.S. investments; funds that do not make Special Investments (as defined below); funds that are focused on Special Investments, either globally or in certain geographic regions or markets; multi-strategy funds that may make investments subject to certain environmental, social and/or governance investment screens; funds with certain currency hedging overlays; strategy-specific funds; funds and managed accounts focused on overflow and/or co-investment opportunities; and funds that are a hybrid or a subset of the foregoing. Additional funds that pursue specialized, or different, investment programs may be formed in the future. Farallon may enter into agreements, such as side letters, with certain investors in the Farallon Funds that may provide rights or benefits in favor of such investors that are more favorable than the rights or benefits provided to other investors in such Farallon Funds. The investment mandate and guidelines or restrictions for each Farallon Fund are set forth in its constituent documents. References to “constituent documents” in this Form ADV Part 2A include any offering documents for a Farallon Fund and any investment management agreement with respect to a Farallon Fund that is a managed account. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Farallon Funds described herein. Such offering will only be made pursuant to the delivery to prospective investors of a private placement memorandum and/or subscription agreement, which will describe certain risk factors, conflicts of interest, investment objectives and other important features of a particular Farallon Fund. D. Wrap Fee Programs Not applicable. E. Client Assets The amount of discretionary assets under management as of December 31, 2025 is approximately $43,592,276,000 and is based on unaudited financial data which are subject to change. The figure represents the net asset value of the Farallon Funds plus uncalled capital commitments for the Farallon Funds. As of December 31, 2025, Farallon manages no assets on a non-discretionary basis.

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From time to time, management fees may be paid to a Farallon Adviser as set forth in the relevant investment management agreement or constituent document of a Farallon Fund. Management fees based on capital under management will generally be prorated for any subscriptions or withdrawals by an investor that are effective other than as of the first or last day of the quarter. In the event of a distribution or withdrawal prior to the end of a quarter, Farallon will reimburse to the respective Farallon Fund a pro rata share of such management fees charged with respect to the distributed or withdrawn amount. Management fees for any managed account are established pursuant to any such managed account’s investment management agreement. Farallon has waived or reduced and may, in the future, waive or reduce management fees for certain classes or investors, including employees and affiliates of Farallon as well as their family members and trusts or other entities established for the benefit of such persons or their families, in its discretion. Incentive Compensation Incentive fees payable to Farallon or incentive allocations allocable to FPLLC vary by Farallon Fund and are established pursuant to the Farallon Funds’ respective constituent documents. For most open-ended Farallon Funds, incentive fees and incentive allocations generally are charged at year-end (or on an intra-year withdrawal date, if applicable) at a rate of 20% of net annual profits to such Farallon Fund, or to capital accounts maintained by such Farallon Funds for their investors. For this purpose, with respect to investments that are not Special Investments (as defined below), net profits generally include both realized gains and losses and unrealized appreciation and depreciation of securities held in the Farallon Funds’ portfolios, and with respect to Special Investments, net profits generally include only realized gains and losses and not unrealized appreciation and depreciation. For most open-ended Farallon Funds, incentive allocations generally will be charged at a rate of 10% instead of 20% for periods after an unrecovered loss year, which is a year over which net losses have been incurred in an investor’s capital account, until such investor’s capital account has recovered 250% of the net losses allocated to such account over such year, subject to certain adjustments, e.g., for withdrawals. One strategy-specific open-ended Farallon Fund charges an incentive allocation -8-

in excess of the return on a specific index (including on negative performance in excess of the index). Other Farallon Funds have different arrangements relative to incentive compensation. Certain investment-specific and strategy-specific closed-end Farallon Funds have distribution waterfalls whereby FPLLC is entitled to a 20% carried interest only after investors have received distributions equal to their capital contributions as of the time of distribution. Certain Farallon Funds have various preferred or threshold return hurdles that must be reached before FPLLC is entitled to such incentive compensation. Carried interest may be calculated on an investment-by-investment basis in respect of certain investment-specific Farallon Funds. From time to time, the carried interest allocable to FPLLC in respect of certain non-U.S. dollardenominated investments may be calculated in the applicable foreign currency. All incentive compensation for managed accounts are subject to negotiation and established pursuant to each account’s investment management agreement. Farallon or FPLLC has waived or reduced and may, in the future, waive or reduce incentive fees and allocations for certain classes or investors, including employees and affiliates of Farallon, as well as their family members and trusts or other entities established for the benefit of such persons or their family members. Farallon or FPLLC has also waived or reduced and may, in the future, waive or reduce in its discretion incentive fees and allocations in respect of certain investors in connection with certain netting arrangements that they may have across multiple Farallon Funds. B. Payment of Fees Management fees typically are payable quarterly in advance and may be deducted from the assets of, or distributions payable by, a Farallon Fund, and incentive or performance-based fees or profit allocations are generally paid or allocated annually (or upon intra-year withdrawal dates) from the assets of the Farallon Funds or capital accounts maintained for their investors, or for certain Investment Partnerships which are structured as designated-term private investment funds, made as a distribution of proceeds or current income when available. Certain closed-end Farallon Funds also have the ability to call capital for the payment of fees. C. Additional Fees and Expenses To the extent permitted under the Farallon Funds’ constituent documents, the Farallon Funds are obligated to pay for all legal, auditing and accounting fees and expenses, tax preparation and tax compliance expenses, investment expenses (including, without limitation, the Farallon Funds’ share of costs and expenses attributable to sourcing, acquiring, evaluating, holding, managing and disposing of actual or proposed but unconsummated investments) and all other expenses of each respective Farallon Fund, including, as applicable and without limitation, custodian fees, taxes on securities transactions, interest on borrowed moneys, brokerage or counterparty fees and commissions and any other similar fees, research services, consulting (which may include the cost of consultants onsite at the offices of Farallon or its exclusive subadvisers) expenses and third-party research-related and advisory-related expenses, portfolio accounting system and order management system expenses, risk analysis and reporting, trade -9-

analytics, clearing and collateral and cash management expenses, corporate action, broker voting and proxy voting expenses, government registration fees, fees and expenses of any third-party administrator and similar service providers, expenses related to the offering and sale of interests, entity-level taxes and any other taxes, fees and other governmental charges levied in respect of the relevant Farallon Fund, organizational expenses and other similar or related expenses related to the operation of the respective Farallon Fund including the costs of negotiation of, disclosure of and compliance with side letters or other similar agreements and the “most favored nations” opt-in process, if applicable, and extraordinary expenses. The foregoing categories of expenses include, but are not limited to, transaction sourcing fees, tax compliance and filing expenses, testing of control procedures, anti-money laundering compliance expenses, asset verification, valuation and pricing services, jurisdiction-specific regulatory and filing expenses, and insurance (including cybersecurity and liability (e.g., directors and officers liability) insurance). These expenses also include costs associated with engaging professional service providers, advisors and consultants (some of whom may be former employees of, or current or former consultants to, Farallon or its exclusive subadvisers), and other third-party providers, including advisors and consultants, and/or purchasing services, products or technology specifically related to the foregoing categories of expenses. Farallon maintains policies and procedures for allocating expenses (i) as between Farallon, the Farallon Advisers and the Farallon Funds and (ii) amongst the Farallon Funds. See Item 12 for further discussion with respect to fees associated with brokerage practices. Pursuant to these policies and procedures, the allocation of certain expenses involves Farallon’s subjective determinations, and, in certain circumstances, Farallon may face conflicts of interests in making such determinations. For example, Farallon and its exclusive subadvisers will at times outsource certain services in whole or in part to third parties (e.g., engaging third party service providers, including law firm secondees or other advisors to assist with sourcing, monitoring, structuring and/or negotiating investments and/or to provide asset management or exit services or hiring a consultant to assist with, among other things, tax preparation, reporting, and shadow accounting rather than delegating to an employee), fees or expenses for which will at times be borne by the Farallon Funds. Outsourcing may not occur universally for the Farallon Funds, and, accordingly, certain costs may be incurred by a Farallon Fund for a third-party service provider that are not incurred for comparable services that may be provided by Farallon to other Farallon Funds. The decision by Farallon to initially perform a service for a Farallon Fund in-house does not preclude a later decision to outsource such services (or any additional services) to a third-party service provider in the future, and Farallon has no obligation to inform the Farallon Fund or its investors of such a change. From time to time those performing outsourced services will be providing such services exclusively to Farallon and/or the Farallon Funds. In addition, allocation of expenses among outsourced service providers will not necessarily be on a pro rata basis among the relevant Farallon Funds, as a result of the methodology used to allocate such expenses. Certain fees, costs and expenses may be the obligation of Farallon and/or is exclusive subadvisers, a Farallon Fund, a portfolio company, and/or third party (each, an “Allocable Party”) and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. The portion of an expense allocated to a Farallon Fund for a particular service will not always reflect the relative benefit derived by the Farallon Fund from that service in any particular instance and Farallon may determine an allocation of - 10 -

expenses to be equitable even where the Farallon Fund is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. In addition, the Farallon Fund will bear more or less of a particular expense based on the methodology used, and the Farallon Fund will bear more or less of a particular expense based on the number of Allocable Parties Farallon selects to bear the expense in its initial allocation determination. When making expense allocation determinations, Farallon generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases Farallon will not re-allocate the expense to each such future Allocable Party, and such future Allocable Party(ies) will benefit at the expense of other Allocable Parties, including a Farallon Fund. D. Prepayment of Fees Please see response to Items 5A and 5B above. E. Additional Compensation Not applicable.

In situations where certain Farallon Funds pay performance fees/allocations and other Farallon Funds do not (or will pay a smaller performance fee or allocation due to the existence of a high water mark or otherwise), there can be an incentive for Farallon to favor those Farallon Funds that pay performance fees/allocations (or higher performance fees/allocations), for example, through its allocation of investment opportunities. To seek to mitigate this inherent conflict of interest, Farallon has implemented allocation policies and procedures (discussed more fully in Item 11D) that seek to ensure that investments are allocated among the Farallon Funds on what Farallon deems to be an equitable basis.

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Farallon’s merger arbitrage strategy is focused mainly on corporate takeovers. Each investment seeks to capture the spread between the current and projected values of securities of companies involved in a merger or acquisition. To employ this strategy, Farallon typically establishes a long position (usually a purchase of common stock) in a takeover candidate. If the proposed merger or acquisition is structured as a sharefor-share deal, Farallon typically takes a short position in the company making the acquisition. Risk Arbitrage Investments. Farallon’s risk arbitrage strategy generally consists of investments in publicly traded companies involving perceived arbitrage opportunities often resulting from inefficiently priced trading markets. The arbitrage investments included in this category may include investments in holding companies and their subsidiaries, or securities trading in separate markets or on separate exchanges, hedged with financial instruments in expectation of convergence between market price and theoretical or perceived value. Credit Investments. Farallon’s credit investment strategy includes investments in companies experiencing financial distress or whose credit is viewed as marginal but improving, or whose debt Farallon believes is inexpensive relative to its underlying risk. Investments include noninvestment grade debt in leveraged or underperforming companies, as well as companies experiencing a liquidity crisis, defaulting on their debt obligations, filing for Chapter 11 bankruptcy protection (or its equivalent), undergoing liquidation or undergoing another corporate event, such as a merger, recapitalization, reorganization or restructuring. - 12 -

Investments also may be made in anticipation of strengthening credit, a repayment or refinancing, an event of default or amendment or renegotiation of covenants or economic terms. Real Estate. Farallon’s real estate strategy may involve making investments at various points in the capital structure, including in fee simple real estate and other real estate-related assets, including in cases where Farallon believes redevelopment, leasing or addition of management expertise can add value. The strategy includes investments across a variety of real estate assets, including credit, structured equity and common equity instruments. Farallon often partners with experienced local operators who are involved in the day-to-day management and oversight of specific real estate projects. Long/Short Equity Investments. Farallon’s long/short equity investment strategy consists of investments and short sales in securities that Farallon believes are underpriced or overpriced relative to their intrinsic or fundamental value. These mispricings may be caused by, among other things, general market conditions, a company-specific issue that Farallon believes is temporary, a change in management or strategic direction, or a variation between Farallon’s assessment of a company or its market and that of other market participants. This category also sometimes includes investments in companies that are undergoing significant corporate events such as spin-offs, recapitalizations, litigation events, strategic realignment, regulatory events, and other major changes. Direct Investments. Farallon’s “Direct Investments” strategy consists of investing in securities and instruments Farallon determines to be illiquid and lacking a readily assessable market value, which investments may be maintained in special situation accounts or funds dedicated to investing in special situations (“Special Investments”). Such investments are typically private market transactions in which a Farallon Fund makes a debt, preferred or common equity or structured investment in a business, typically expecting to receive a contractual return and often additional upside if the business performs according to projections. The Farallon Funds will make investments using other investment strategies, including adding, developing or eliminating different investment strategies and techniques from time to time, (e.g., addition of a real estate construction lending strategy), and generally in any other situation in which Farallon believes a security or instrument is undervalued or overvalued or likely to appreciate or depreciate. The Farallon Funds will emphasize or de-emphasize different investments and investment strategies and techniques from time to time, depending on, among other things, the perceived opportunities and relative risk-adjusted expected returns. Farallon’s execution is flexible to allow capital to shift among strategies, asset classes, and geographies based on prevailing opportunities. Farallon generally has broad discretion to invest in a broad range of private and publicly traded, U.S. and non-U.S. securities and instruments, including, without limitation, equity securities, warrants, corporate debt securities, commercial paper, municipal securities, mutual fund shares, U.S. government securities, bank debt, trade and other vendor claims, loans (originated or acquired through assignment, participation or sub-participation), mortgages and - 13 -

mortgage-related securities or instruments, contractual obligations and claims, contingent rights, litigation rights and claims, certificates of beneficial interest, liquidation trust certificates in bankruptcies and other situations, put and call options, over-the-counter (“OTC”) or listed commodity or equity derivative products, exchange-traded funds, indices of all kinds, futures, deliverable and non-deliverable foreign currency and other forward contracts and stock exchange indices, swaps, swaptions, contracts for difference, credit derivatives and other OTC derivative products, interests in real estate, commodities, limited and general partnerships, limited liability companies and joint ventures (including other Farallon Funds), as well as any other securities, instruments, rights or assets and liabilities consistent with the investment programs of the Farallon Funds. While many of these instruments can and may be traded on an exchange or OTC, a substantial portion of the securities and instruments in which certain Farallon Funds invest will not be registered or listed on any exchange. The Farallon Funds may also hold cash or cash equivalents, and Farallon may or may not elect to hedge its U.S. dollar or other currency exposure in its discretion. In pursuing such strategies, Farallon generally seeks to achieve extraordinary risk-adjusted rates of return through a process of fundamental, bottom-up analysis that emphasizes capital preservation. Farallon employs the following information sources and methods of analysis, as relevant: a variety of publicly available information sources, including but not limited to financial periodicals, corporate rating services, annual reports, prospectuses and filings with the SEC and other regulators, company press releases, as well as, and to the extent applicable or appropriate, information provided by management and creditors of portfolio companies, brokers, dealers, analysts, professional asset managers, research services and third-party consultants and advisers. Farallon utilizes data sets culled from multiple market sources from time to time in its research process and may consider using, among other techniques, artificial generative intelligence, large language models, machine learning, artificial neural networks, artificial narrow intelligence or similar tools, models and systems generally referred to as “artificial intelligence” (collectively “AI Tools”) as part of its investment management function. Farallon will, from time to time, also consult with external legal counsel and other experts and speak with members of official and unofficial creditor committees of portfolio companies involved in bankruptcy reorganizations and their legal and financial advisers. When deemed appropriate, Farallon or its affiliates, principals or employees may seek to serve as members of creditor committees or boards of directors. When conducting due diligence and investment research, investment professionals, analysts and/or employees generally focused on investing or research (“Investment Professionals”) for Farallon or a Farallon Adviser may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisers, accountants, investment banks and other third-party advisers may be involved in the due diligence and investment research process in varying degrees depending on the type of investment. When conducting due diligence and investment research and making an assessment regarding an investment, the Investment Professionals may rely on information provided by such persons, or by the management of the target of the investment and, in some circumstances, third-party investigations.

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The descriptions set forth in this Brochure of specific advisory services that Farallon offers to the Farallon Funds, and investment strategies pursued and investments made by Farallon on behalf of the Farallon Funds should not be understood to limit in any way Farallon’s investment activities. Farallon may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Farallon considers appropriate, subject to each Farallon Fund’s investment objectives and guidelines. The investment strategies Farallon pursues are speculative and entail substantial risks. Accordingly, such activities could result in a substantial loss of capital. There can be no assurance that the investment objectives of any Farallon Fund will be achieved. Certain Risks Relating to Investment Strategies The investment programs for each of the Farallon Funds involve a substantial degree of risk. The following risk factors do not purport to be a complete list or explanation of the risks involved with the activities of Farallon and the Farallon Funds. These risk factors are based on information currently available and relate to particular investment strategies employed by Farallon and investments made pursuant thereto. Some or all of these risks may be applicable to one or more of the Farallon Funds depending on its investment mandate. Merger Arbitrage Risks Merger arbitrage strategies typically involve the purchase and/or sale of a position in a security subject (or which Farallon anticipates will become subject) to a merger, acquisition, exchange offer, tender offer, reorganization, liquidation or other corporate event. In a typical transaction, a Farallon Fund may seek to profit from the “spread” between the current market price and the amount to be realized if the corporate event occurs. If a Farallon Fund purchases the target company’s shares, which are to be exchanged for shares of the acquiring company, the Farallon Fund may seek to offset, wholly or partially, the purchase with the use of options or other derivatives or a short sale of shares of the acquiring company’s stock to seek to reduce general market risks and risks specific to the acquiring company. The Farallon Fund will remain subject to the risks that the corporate event does not occur or that hedging is imperfect. The consummation of mergers, acquisitions, tender offers and exchange offers can be prevented or delayed by a variety of factors, including: (i) regulatory and antitrust restrictions; (ii) tax or political factors; (iii) industry weakness; (iv) stock-specific events; and (v) failed financings; furthermore, anticipated transactions may not transpire at all. Merger arbitrage success is largely dependent upon the ability of Farallon to correctly analyze the outcome and the completion date of the proposed transaction. In the event the proposed transaction is not consummated, the value of the securities held by the Farallon Fund (which typically are purchased at a significant premium to the preannouncement market price) may decline significantly, even if the security’s market price returns to a level comparable to that which exists prior to the announcement of the deal. Furthermore, the difference between the price paid by the Farallon Fund for securities of a company involved in a transaction and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. If the proposed - 15 -

transaction appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the securities will usually decline sharply, perhaps by more than the Farallon Fund’s anticipated profit. If the Farallon Fund has established a short position in the acquiring company’s securities, as it often may do in share-for-share transactions, the value of this short position may often also generate significant losses in such an event. Merger arbitrage strategies also depend for success on the overall volume of merger activity, which historically has been cyclical in nature. If the Farallon Fund participates in appraisal actions related to merger transactions, its investments may be subject to the risk of illiquidity and increased expense during the appraisal process and the risk that a court may determine that “fair value” is actually less than the merger consideration. Risk Arbitrage Risks The success of Farallon’s risk arbitrage investing depends on Farallon’s ability to exploit relative mispricings among interrelated instruments. Mispricings, even if correctly identified, may not converge within the time frame within which the Farallon Fund maintains its positions. In addition, risk arbitrage trades can result in significant losses if the arbitrage cannot be sustained (due, for example, to margin calls) until expiration. The Farallon Fund’s risk arbitrage strategies are subject to the risks of disruptions in historical price relationships, the restricted availability of credit and the obsolescence or inaccuracy of valuation models. Market disruptions may also force the Farallon Fund to close out one or more positions. Such disruptions have in the past resulted in substantial losses for investment funds employing risk arbitrage strategies. Credit Strategy Risks Investments in Distressed Companies. A Farallon Fund may invest in securities and claims and obligations of U.S. and non-U.S. companies which are experiencing or may come to experience significant financial or business difficulties or default (including companies involved in bankruptcy or other reorganization and liquidation proceedings). Such investments involve substantial risks not normally associated with investments in better-performing companies, including adverse business, financial or economic conditions that can lead to defaulted principal and interest payments and insolvency proceedings. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such entities. Troubled company and real estate investments also may be adversely affected by laws relating to, among other things, fraudulent conveyances, voidable preferences, equitable subordination, lender liability and the bankruptcy court’s discretionary power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule (or at all) could be affected by adverse interest or currency exchange rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to a Farallon Fund’s investments in any obligation, and a significant portion of the obligations in which a Farallon Fund invests may be less than investment grade. The level of analytical - 16 -

sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is especially high. A Farallon Fund may purchase or hold distressed securities and instruments of all kinds, including equity and debt instruments and, in particular, loans, loan participations and subparticipations; claims held by trade or other creditors, bonds, notes, bills, or debentures (whether subordinated, convertible or otherwise); non-performing and sub-performing loans; fee interests and financial interests in real estate; partnership interests and similar financial instruments; executory contracts and participations therein; and securities similar or related to the foregoing, many of which are not publicly traded and which may involve a substantial degree of risk. A Farallon Fund may lose a substantial portion or all of its investments in a troubled loan or equity interest (or other distressed instrument) or may be required to accept cash or other consideration with a value less than such Farallon Fund’s investment. In certain periods, there may be little or no liquidity in the markets for these securities or instruments. Some of a Farallon Fund’s investments may contain trading restrictions, or the marketability of such investments may be hindered for other reasons. The public market prices, if any, of distressed securities and private claims and obligations may be subject to periods of abrupt and erratic market movements and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities or instruments to reflect what Farallon believes is their intrinsic value. In addition, the concentration of hedge funds (or similar participants) as owners of distressed companies could cause the value of such companies to be depressed if the hedge funds (or similar participants) were forced to liquidate their positions due to withdrawals, a credit crisis or other event affecting such funds. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the liquidation or reorganization will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or other consideration, the value of which will be less than the purchase price to the Farallon Fund of the security in respect to which such distribution was made. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to object to significant actions, there can be no assurance that a bankruptcy court would not approve actions which may be contrary to the interests of a Farallon Fund. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a risk that a Farallon Fund’s influence with respect to a class of securities or other obligations can be lost by the inflation of the number and the amount of claims in, or other gerrymandering of, the class. A Farallon Fund may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. - 17 -

Troubled company and other asset-based investments require active monitoring and may, at times, require participation in business strategy, bankruptcy or reorganization proceedings by Farallon or its affiliates. To the extent that Farallon or its affiliates become involved in such proceedings, a Farallon Fund may have a more active participation in the affairs of the debtor than that assumed generally by an investor, and this may result in greater expenses, potential adverse publicity for a Farallon Fund, increased demands on Farallon’s resources and personnel and risk of liability to a Farallon Fund. Farallon or its affiliates, on behalf of a Farallon Fund, may elect to serve on creditors’ committees or other groups to ensure preservation or enhancement of a Farallon Fund’s positions as a creditor. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee or group represents. If Farallon or an affiliate concludes that its obligations owed to the other parties as a committee or group member conflict with duties owed to the Farallon Fund, it may recuse itself or resign from that committee or group, and the Farallon Fund may not realize the benefits, if any, of participation on the committee or group. In addition, if a Farallon Fund is represented on a committee or group, it may be restricted or prohibited under applicable law or by contract from disposing of its investments in such company while it continues to be represented on such committee or group and thereafter. Further, there is some uncertainty in the law as to duties and restrictions applicable to an “ad hoc” creditors committee on which Farallon or its affiliates participate or are deemed to participate. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. “High-Yield” Bonds and Unrated or Non-Investment Grade Securities and Instruments. A Farallon Fund may invest in private sector and government debt securities and instruments, including, without limitation, “higher-yielding” (and, therefore, generally higher-risk) debt securities and other subordinate debt obligations. Such securities and instruments may be unrated or below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. In addition, such securities and instruments generally are not exchange-traded and, as a result, trade in the OTC marketplace, which is less transparent and may have wider bid/ask spreads than the exchange-traded marketplace. A Farallon Fund may also invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. Furthermore, it is likely that a major economic recession or financial crisis could have a materially adverse impact on the value of such securities and instruments or otherwise increase the incidence of defaults. High-yield securities and instruments have historically experienced greater default rates than has been the case for investment-grade securities. The market values of certain of these lower-rated debt securities and instruments tend to reflect individual corporate developments to a greater extent than do higher-rated securities and instruments, which would be expected to be more correlated to fluctuations in the general level of interest - 18 -

rates. The markets for high-yield securities and other lower-rated securities and instruments tend to be more volatile, less liquid and less active than those for higher-rated securities and instruments, which can adversely affect the price at which these securities can be sold and may make it impractical or impossible to sell such securities and instruments at times of market dislocation. High-yield securities and instruments may be subordinate to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities and instruments may also not be protected by financial covenants or limitations on additional indebtedness. Some issuances may be held by a small number of holders, and there may be little or no liquidity in markets for these securities and instruments even absent market dislocation. Loans. A Farallon Fund’s investment program may include investments in loans and participations. These obligations are subject to unique risks, including, without limitation: (i) the possible invalidation or compromise of an investment transaction as a fraudulent conveyance or preference under relevant creditors’ rights laws; (ii) challenges to the validity or seniority of claims and guarantees; (iii) so-called lender-liability claims by the obligor of the obligations; (iv) environmental liabilities that may arise with respect to collateral securing the obligations for certain of which lenders may have liability; (v) limitations on the ability of the Farallon Fund to directly enforce its rights with respect to participations; (vi) long and less certain settlement periods; and (vii) adverse consequences resulting from participating in such instruments with other institutions of lower credit quality. Successful claims by third parties arising from these and other risks would be borne by the Farallon Funds. Many of the loans that may be purchased or originated by a Farallon Fund will have no, or only a limited, trading market. In addition, secondary market liquidity may become constrained during periods of volatility in the credit markets. Illiquid loans may trade at a discount to comparable, more liquid investments. In addition, because of the disclosure of confidential information, the unique and customized nature of a loan agreement and the private syndication of a loan, certain loans may not be purchased or sold as easily as publicly traded securities, particularly as a result of the increased degree of complexity in negotiating a secondary market purchase or sale which complexity does not exist, for example, in the highyield bond market. Loans may encounter trading delays due to their unique and customized nature, and transfers may be prohibited without the consent of an agent bank or borrower. Loans may become non-performing for a variety of reasons. Non-performing loans may require substantial workout negotiations or restructuring that may entail, among other things, a substantial reduction in the interest rate, a substantial write down of the principal of the loan and/or the deferral of payments. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. A Farallon Fund may incur additional expenses to the extent it is required to seek recovery upon a default on a loan or participate in the restructuring of such obligation. Although Farallon may exercise voting rights with respect to an individual loan on behalf of a Farallon Fund, there can be no certainty that Farallon will be able to exercise votes in respect of a sufficient percentage of voting rights with respect to such loan to determine the outcome of such vote.

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To the extent that a Farallon Fund originates or acquires loans, it may be subject to additional risks, including those related to lender liability, liability to syndicate members or later purchasers and protracted, expensive and resource-intensive workouts or other restructurings. Real Estate Risks General Real Estate Risks. Real estate investments are illiquid and generally will be subject to the risks incident to the ownership and operation of commercial and residential real estate and/or risks incident to the making of, or investment in, nonrecourse loans secured by real estate, including risk associated with the following: the general economic climate; local real estate conditions; geographic concentration; risks due to dependence on cash flow; risks and operating problems arising out of the absence or scarcity of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); the financial condition of tenants, ground lessees, ground lessors and buyers and sellers of properties; changes in availability of debt financing, which may increase borrowing costs and/or render the sale of a property difficult or inopportune; lenders’ refusal or inability to satisfy loan commitments to a project; the cost associated with contingent liabilities that are recourse to the project or a Farallon Fund, such as indemnities, required guarantees and similar obligations or warranties associated with construction; changes in interest rates; energy and supply shortages and resulting increases in operating costs or the cost of materials and construction; changes in real estate taxes, other excise tax rates and any other operating expenses; imposition of rent controls; the promulgation and enforcement of governmental regulations relating to land-use, zoning laws and regulations, environmental protection, accommodative regulations, fire and other safety and occupational safety issues; changes in laws, regulations, elected officials and government staff; government financial distress and budget cutbacks affecting, among other things, quality of services, permitting, taxes and availability of bond financing; condemnation or other taking of property by a government; unexpected environmental conditions; various uninsured or uninsurable risks including losses from terrorist acts, environmental liabilities, natural disasters and weather events, including risks for which insurance is unavailable at reasonable rates or with reasonable deductibles; insured losses for which insurers are unable or unwilling to pay; and the ability of the Farallon Fund, its joint venture partners or third-party borrowers to manage the real properties. A Farallon Fund will usually invest in a real estate asset on a passive basis, by giving a thirdparty operating partner and/or property manager a certain degree of authority and responsibility for daily management of the assets and, therefore, will in large part be dependent on the ability of third parties to successfully operate the underlying real estate assets, and be unable to exercise sole decision-making authority and will be subject to the risk that a joint venture or other partner will act negligently, fraudulently or in a manner contrary to the Farallon Fund’s best interest. There is no assurance that there will be a ready market for resale of investments because investments in real estate generally are not liquid; holding periods accordingly are difficult to predict, particularly as business plans may be revised to adapt to changing economic, business and financial conditions. Risks of Engaging in Development Activities. Farallon Funds may undertake to develop or redevelop properties or to invest in property development companies. Although a Farallon - 20 -

Fund would seek to contract with companies that are experienced in handling such development or redevelopment projects, the participating Farallon Fund would be subject to various risks, including those set forth above in “General Real Estate Risks” and the risk that there may be unanticipated delays in the completion of such development projects due to factors beyond the control of Farallon and the Farallon Fund. The factors may include: adverse weather; earthquakes and other “force majeure” events; changes in building plans and specifications; zoning, entitlement and regulatory concerns; unanticipated soil problems; material and labor shortages or strikes; increases in the costs of labor and materials; rising energy costs; the expiration of permits; and changes in laws, regulations, elected officials and government staff. Delays in completing any development project will cause corresponding delays in the receipt of operating income and, consequently, the distribution of any cash flow by the Farallon Fund with respect to such project, as well as increased expense and unforeseen capital outlays. In addition, the estimated costs and schedules of developing and constructing buildings and related landscaping may be affected by changes in construction plans and specifications, regulatory changes or by other unforeseen events, which may cause additional expenses to be incurred and likely borne by the Farallon Fund. Construction and Other Development Financing. Farallon Funds may invest in construction loans and other development financing. Construction loans are generally funded in tranches, and often subject to the completion by the borrower of certain construction milestones. A Farallon Fund will need to fund certain amounts at future times as may be required by the terms of such investments, which amounts could otherwise be used by the Farallon Fund for other purposes, and the Farallon Fund could need to sell assets at depressed prices or borrow funds to fund commitments associated with such investments. If a Farallon Fund fails to fund its entire commitment on a construction loan or if a borrower otherwise fails to complete the construction of a project, there could be adverse consequences associated with the loan, including, but not limited to a loss of the value of the property securing the loan, especially if the borrower is unable to raise funds to complete the construction from other sources; a borrower claim against the Farallon Fund for failure to perform under the loan documents; increased costs to the borrower that the borrower is unable to pay; a bankruptcy filing by the borrower; and abandonment by the borrower of the collateral for the loan. Construction loans generally expose a lender, such as a Farallon Fund, to greater risk of nonpayment and loss than institutional-quality commercial loans because repayment of construction loans often depends on the borrower's ability to secure permanent “take-out” financing, which requires the successful completion of construction and stabilization of the project, or operation of the property with an income stream sufficient to meet operating expenses. For construction loans, increased risks include failure to successfully complete construction, the cost of construction being higher than estimated and the property’s value at completion being lower than estimated—all of which may be affected by unanticipated delays and cost over-runs. Such loans typically involve an expectation that the borrower’s sponsors will contribute sufficient equity funds in order to keep the loan “in balance,” and the sponsors failure or inability to meet this obligation could result in delays in construction or an inability to complete such work. Construction loans also expose the lender to additional risks of contractor non-performance or borrower disputes with contractors resulting in mechanic’s or materialmen’s liens on the property and possible further delay. - 21 -

Otherwise, a Farallon Fund will be subject to various risks with respect to construction loans and other development activities, including those set forth in “Loans” and in “Risks of Engaging in Development Activities”. General Risks Equity Volatility. A Farallon Fund may invest in an equity volatility strategy, which involves the use of options, variance swaps and other derivatives with respect to market indices and individual securities. The strategy seeks to generate returns from the difference between implied volatility and realized volatility of indices and/or individual securities, and from relative volatility between the underlying indices and/or individual securities. The Farallon Fund may be net long or short volatility in the aggregate and will suffer losses if realized volatility differs from Farallon’s expectations and/or if implied volatility moves in a direction opposite to its positioning. If the Farallon Fund is short volatility in any underlying index or individual security, its potential loss may be unlimited. There may also be substantial costs associated with accessing the relevant instruments (as well as any related hedges) and, given the complexity of the instruments traded, heightened valuation risk and limited liquidity. In employing this strategy, the Farallon Fund is exposed to counterparties’ assessments of the mark-to-market value of instruments and the relevant margin requirements. Investment and Trading Risks. All investments risk the loss of capital. No guarantee or representation is made that a Farallon Fund’s investment program will be successful. There is no assurance that a Farallon Fund will be able to generate positive returns for its investors or that the returns will be commensurate with the risks of investing in the securities and instruments and strategies described herein and in the constituent documents of the Farallon Funds. There can be no assurance that the Farallon Funds’ returns will not be correlated with a traditional portfolio of stocks or bonds. The investment program of the Farallon Funds may utilize investment techniques such as leverage, margin transactions, swaps, contracts for differences (“CFDs”), limited diversification, short sales, futures, forward contracts, credit derivatives and options contracts, which practices can, in certain circumstances, magnify the adverse impact of market moves to which a Farallon Fund may be subject or cause a Farallon Fund’s net assets to appreciate or depreciate at a greater rate. A Farallon Fund may invest in highly volatile securities or markets. A Farallon Fund’s investments may be materially affected by the overall economic and financial market conditions occurring globally and in the countries or markets where the Farallon Fund may invest its assets, including interest rates, commodity prices, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Farallon Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of a Farallon Fund’s investments. Volatility or illiquidity could impair a Farallon Fund’s profitability or result in losses. Use of Forecasts and Models. The investment strategies employed by Farallon may be highly dependent on a number of quantitatively based models, some of which may be used under license from third parties and some of which may be developed internally. These models may - 22 -

employ assumptions that abstract a limited number of variables from complex financial markets or instruments that they attempt to replicate. Any one or all of these assumptions, whether or not supported by past experience, could prove over time to be incorrect. For example, models may postulate or their efficacy may depend on assumptions regarding the existence of relationships that appear to hold true or in fact held true in the past but that may not exist or hold true in the future. In addition, as market dynamics shift over time (for example, due to changed market conditions and participants), a previously highly successful model could become outdated or inaccurate, perhaps without Farallon recognizing that fact before substantial losses are incurred. There can be no assurance that Farallon will be successful in sourcing, developing and maintaining effective quantitative models. Litigation. Farallon, its affiliates and/or the Farallon Funds have been (and anticipate that in the future they may be) named as parties in civil proceedings or otherwise involved in commercial litigation with private parties, including in connection with a Farallon Fund’s distressed investments or Special Investments. Litigation or threats of litigation consume time and attention, and the time and the devotion of resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Such proceedings may continue unresolved for long periods of time, may depress the value of portfolio positions during their pendency, may impair liquidity by jeopardizing the closing of transactions or realizations of exits, and the outcomes may be impossible to predict. The expense of prosecuting claims for which there is no guarantee of success, and/or the expense of defending and settling claims by third parties would generally be borne by the Farallon Funds and would reduce net assets. Litigation may also arise where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management. Additionally, in certain jurisdictions interim dismissal proceedings such as summary or default judgment are not available and hence vexatious or frivolous claims cannot summarily be dismissed. Such litigation involves substantial uncertainties and may impose substantial delay, cost and expense on the entity participating in the transaction. Hedging Transactions. A Farallon Fund is not required to hedge any particular risk in connection with a particular transaction or its portfolio generally. A Farallon Fund may utilize a variety of financial instruments, such as derivatives, options, short sales, interest rate swaps, caps and floors, futures and forward contracts, both for investment purposes and for risk management purposes in order to: (i) protect against possible changes in the market value of its investment portfolio resulting from fluctuations in market prices, including in securities and commodities markets and changes in interest rates; (ii) protect its unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or appreciation on any investment in its portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of its liabilities or assets; (vii) protect against an increase in the price of securities it anticipates purchasing at a later date; or (viii) act for any other reason that Farallon deems appropriate. In addition to the foregoing, Farallon has implemented for certain Farallon Funds, and may continue to implement a tail risk hedging program that seeks to partially mitigate the impact of tail risks, which are substantial risks to a Farallon Fund’s portfolio caused by disruptions to the financial markets as a result of, among other things: (i) changes in regulatory or government - 23 -

policy; (ii) economic crises; (iii) fraud that is systemic or is perceived to be potentially systemic; or (iv) disruptions in a particular industry, such as banking or real estate. Given the inherently contrarian nature of the tail risk hedging program, such program can be expected to suffer losses during periods of market stability and market growth. Farallon will not attempt to predict the duration of such periods and may not adjust the Farallon Fund’s exposure to the tail risk hedging program during such periods. As a result, the Farallon Fund could experience substantial ongoing losses from its tail risk hedging program. Moreover, any potential gains from the tail risk hedging program when tail risk events occur may not be sufficient to offset the losses, and potentially substantial costs, otherwise incurred with respect to the tail risk hedging program. The success of a Farallon Fund’s hedging strategy will depend, in part, upon Farallon’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of a Farallon Fund’s hedging strategy will also be subject to Farallon’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While a Farallon Fund may enter into hedging transactions to seek to reduce risk, such transactions may be costly and result in a poorer overall performance and increased (rather than reduced) risk for the Farallon Fund than if it had not engaged in any such hedging transactions. Moreover, it should be noted that a portfolio will always be exposed to certain risks that will not or cannot be hedged, and that a Farallon Fund may not anticipate a particular risk so as to hedge against it. In addition, a Farallon Fund may choose not to enter into hedging transactions with respect to some or all of its positions. Risk Concentration and Risk Management Failures. Certain Farallon Funds may not be restricted in the amount of their capital that they may commit to any single investment, strategy or industry sector. At times a Farallon Fund may hold a relatively large concentration in a particular security, issuer, sector, geographic region or type of investment. Any such concentration of risk may increase losses suffered by the Farallon Fund, which could have a material adverse effect on the Farallon Fund’s overall financial condition. Even when Farallon attempts to control risks and diversify the portfolio, risks associated with different assets may be correlated in unexpected ways, with the result that the Farallon Fund faces concentrated exposure to certain risks. Conversely, Farallon may encounter unexpected changes in the correlation of assets or markets, or basis risk due to, among other things, imperfectly matched debt maturities, which confound its attempts to hedge or limit risk and result in investment losses. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. In addition, many hedge funds pursue similar strategies, which creates the risk that many funds would be forced to liquidate positions at the same time, reducing liquidity, increasing volatility and exacerbating losses. Although Farallon attempts to identify, monitor and manage significant risks, these efforts may not necessarily take all risks into account and there can be no assurance that these efforts will be effective. Any inadequacy or failure in Farallon’s risk management efforts could result in material losses for the Farallon Funds.

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Investment Due Diligence and Investment Research. When conducting due diligence and investment research, Farallon may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants, investment banks and other advisers may be involved in the due diligence and investment research process in varying degrees depending on the type of investment. When conducting due diligence and investment research and making an assessment regarding an investment, Farallon may rely on information provided by such persons, or by the management of the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation and investment research that Farallon carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity, may lead to inaccurate or incomplete conclusions, or may be manipulated by fraud. Moreover, such an investigation may be costly and will not necessarily result in the investment being successful. Certain jurisdictions may have laws that make obtaining information about portfolio companies or other parties relevant to an investment difficult or impracticable. Evolving and New Trading Strategies. A Farallon Fund’s strategies and techniques are continually evolving, and investment positions reflecting new strategies and trading techniques will be incorporated into a Farallon Fund’s portfolio from time to time. Farallon is not restricted from using a Farallon Fund’s capital for purposes of developing and incubating new strategies, even if Farallon has limited experience in the type of strategy or in the markets or instruments involved. The strategies developed by Farallon may not be successful and the resources allocated to the implementation of new strategies may diminish the effectiveness of Farallon’s implementation of a Farallon Fund’s established strategies. In addition, any new investment strategy or hedging technique developed by, or security type purchased by, Farallon may be more speculative than current strategies, techniques and security types, and may subject the Farallon Fund to additional risks. Complexity. Farallon’s systems and operations are dynamic and complex. Certain of Farallon’s operations interface with and will be dependent on systems operated by third parties, including prime brokers, administrators, market counterparties and their sub-custodians and other service providers, and Farallon may not be in a position to quantify the risks or verify the reliability of such third-party systems. Certain operational and cybersecurity risks may be intrinsic to Farallon’s operations and may impact its financial, accounting or data processing or other systems, especially given the volume, diversity and complexity of transactions that a Farallon Fund may enter into daily. Operational risk may be exacerbated in periods of market dislocation, abrupt regulatory changes or due to loss of electricity or other disruptions to work environments. The failure of one or more systems or operations or the inability of such systems or operations to meet the demands of a Farallon Fund’s evolving businesses could have a material adverse effect on or disrupt the Farallon Fund. Investments in Special Purpose Acquisition Companies (“SPACs”). The Farallon Funds have invested, and may invest, in SPACs. A SPAC is a listed company that has indicated its business plan is to engage in a merger or acquisition with an unidentified target, but otherwise has no substantial business. Because SPACs have broad discretion to select potential business combinations (subject to industry, geographic or other limitations, if any), it is not possible for - 25 -

Farallon to fully underwrite the merits or risks of investing in a particular SPAC. The Farallon Funds are dependent upon the integrity, skill and judgment of the management team of each SPAC in which the Farallon Funds invest. There is no guarantee that a SPAC selected by Farallon for investment by a Farallon Fund will be able to effect a business combination with an operating entity or effect such business combination at a specific valuation. SPACs may encounter intense competition from other entities having similar business objectives, such as venture capital funds, leveraged buy-out funds and private equity entities, as well as operating businesses competing for acquisitions. If a Farallon Fund invests in the equity of a SPAC that is unable to effect a business combination, the Farallon Fund will receive its share of the proceeds held in trust, subject to reduction if third-party claims are made against the SPAC or trust. In addition to investing in stock, the Farallon Funds have, and may, invest in listed warrants of a SPAC. If a SPAC is unable to effect a business combination, the value of these warrants will be substantially diminished, and possibly worthless. As SPACs became more prevalent in recent years, they attracted enhanced regulatory scrutiny as well as shareholder and other private litigation. Actions which challenge the structure or legal basis of SPACs could have sweeping effects for SPACs generally. The Farallon Funds have invested, and may invest in the sponsor of a SPAC or receive a share of the sponsor’s equity in the SPAC (“Sponsor Equity”). If such SPAC is unable to effect a business combination, a Farallon Fund may lose the entire value of the Sponsor Equity. In addition, the stock and/or warrants owned by the SPAC sponsor may be subject to certain lockup periods following a business combination. Moreover, investments in Sponsor Equity may lack readily available market values. Digital Assets. From time to time, the Farallon Funds may purchase, transfer, sell or hold Digital Assets or interests or derivatives related thereto, including to facilitate investments in claims held by creditors for repayment related to bankruptcies or reorganization proceedings of one or more Digital Asset exchanges, lenders or other companies. A “Digital Asset” refers to an asset that is issued and transferred using distributed ledger or blockchain technology, including so-called “virtual currencies” and “tokens” and derivatives thereof. Digital Assets are a relatively new asset class and currently exist within a rapidly evolving environment, including with respect to the development of new Digital Assets, advancements in underlying technologies and markets for trading Digital Assets and the regulation thereof. The value of Digital Assets is uncertain and difficult to determine due to a variety of factors. Although certain Digital Assets may have some inherent utility, the value of Digital Assets is market-based and determined by, and often fluctuates according to, supply and demand, the development and adoption of the associated digital networks and the value that market participants place on them, among other factors. Digital Assets may be subject to significant price volatility, and have been subject to significant periods of volatility in the past. There is no assurance that Digital Assets will maintain their value or become more widely adopted; they may even cease to be used or traded altogether. In the event that the prices of Digital Assets decline, the value of a Farallon Fund’s investments may also decline. In addition, recoveries on Digital Asset-related claims are subject to significant uncertainty as to timing, amount and - 26 -

form (including cash versus in-kind distributions and any applicable valuation or conversion methodology), and may be affected by court determinations regarding ownership, custody, priority or tracing of Digital Assets, market conditions at the time of distribution or other factors, any of which could materially reduce or delay recoveries or result in partial or total loss of the investment. Digital Assets exist in uncertain and rapidly developing legal and regulatory landscapes and are subject to evolving government oversight by various federal, state, local and non-U.S. regulators. Current and future legislation, regulatory rulemaking and other regulatory developments could have substantial and adverse effects on a Farallon Fund’s Digital Assetrelated investments. Moreover, due to the novelty of the asset class and the uncertain regulatory oversight of Digital Asset markets, fraud and market manipulation are not uncommon in such markets. Digital Assets are generally stored in digital wallets that may be controllable only by the possessor of unique private keys. To the extent a private key of a Farallon Fund is controlled by the Farallon Fund and is lost, destroyed or otherwise compromised and no backup of the private key is accessible, the Farallon Fund will be unable to access the Digital Assets held in the related wallet and, in most cases, the private key will not be capable of being restored. The loss or destruction of a private key required to access a Digital Asset may be irreversible. Any loss of such private keys could lead to substantial losses for the Farallon Fund. The Farallon Fund may use third-party service providers for Digital Asset custody and trading, which introduces additional risks. These service providers could become insolvent or lose the private keys they manage on the Farallon Fund’s behalf due to security breaches, errors or malfeasance, resulting in unauthorized access and potential loss of Digital Assets without recourse. Because Digital Assets are inherently digital, the risk of hacking, cyber-attacks and other cybersecurity threats are amplified and omnipresent, including by state actors. Moreover, Digital Asset networks and protocols are subject to additional risks such as protocol failures, validator or oracle outages, flawed code and material market events occurring outside traditional trading hours. To the extent the Farallon Funds use Digital Assets to settle transactions, such transfers may be irreversible and may give rise to operational error, fraud or disputes relating to valuation timing or settlement mechanics, any of which could result in losses. Due to regulatory uncertainty, the custodians used by a Farallon Fund to custody Digital Assets may not be deemed by the SEC to be “qualified custodians” for purposes of the Custody Rule under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), or they may not meet other qualifications under another applicable regulatory regime. Under the Advisers Act, SEC-registered investment advisers, such as Farallon, are required to hold their clients' funds and securities with “qualified custodians.” Certain Digital Assets may come to be deemed to be securities by the SEC or other authorities. The market for Digital Asset custodial services is rapidly evolving; certain Digital Asset custody providers may fall outside of the SEC’s definition of “qualified custodians,” and many long-standing, prominent qualified custodians do not provide custodial services for Digital Assets or may only provide such services with respect to a limited number of actively traded Digital Assets. While the market for Digital Asset custody providers has seen new entrants that may meet the definition of a qualified custodian, the track record of such custodians remains limited. The Custody Rule, and its - 27 -

subsequent amendments, were adopted prior to the existence of Digital Assets, so they do not contemplate many of the practical or technical limitations or requirements applicable to custody of Digital Assets. Difficulties in finding a “qualified custodian” could have a material adverse effect on a Farallon Fund, including potentially causing it to miss investment opportunities, liquidate a substantial portion of its portfolio or custody assets in a manner that Farallon believes to be less secure. There is also a risk that the SEC determines that certain custodians used are not, regardless of their representations to the contrary, “qualified custodians,” which would potentially require Farallon to move or liquidate certain Digital Assets and/or subject Farallon to regulatory action. The Farallon Funds may from time to time gain exposure to Digital Assets through derivative instruments, including futures and “crypto-native” derivatives, such as perpetual futures or swaps (often referred to as “perps”), whether directly or indirectly through funds or other vehicles. Digital Asset derivatives may trade on centralized or decentralized platforms that are lightly regulated or unregulated and may exhibit heightened volatility, leverage and margin requirements relative to traditional derivatives. Adverse price movements, funding rate disruptions or market stress may result in rapid losses, margin calls or forced liquidations, potentially without advance notice and at unfavorable prices, and losses may exceed the amount initially invested. Certain strategies rely on historical relationships between spot prices, futures prices or funding rates that may break down or persist longer than anticipated. To the extent such derivatives are accessed through smart contracts or decentralized protocols, they are also subject to smart contract, oracle and protocol risks. The regulatory treatment of Digital Asset derivatives remains uncertain, and future regulatory actions could materially restrict access, liquidity or valuation. Certain strategies may involve exposure to stablecoins or wrapped Digital Assets that are intended to maintain a stable value relative to a reference asset or currency. There is no assurance that such assets will maintain their peg, and market stress, redemption constraints, counterparty failures, collateral impairments or loss of market confidence may result in depegging events that could cause rapid and substantial losses. The Farallon Funds may execute Digital Asset transactions through one or more centralized or decentralized trading venues, which may be subject to varying degrees of regulatory oversight depending on the venue, the products traded and the jurisdictions involved. Certain trading venues may be regulated in limited respects (e.g., under state money transmitter or similar licensing regimes, or under non-U.S. regulatory frameworks), and such regulation may not be comparable to the comprehensive oversight, market surveillance, financial integrity, customer protection and segregation regimes applicable to traditional U.S. securities and commodities markets. Digital asset trading venues may have limited operating histories, may provide limited publicly available financial or operational information and may be susceptible to fraud, market manipulation, cybersecurity incidents, systems outages, operational errors, governance failures or abrupt changes in policies, fees or listing standards, any of which may result in losses or materially reduce the Farallon Funds’ returns. Losses from such events may not be insured or otherwise recoverable. Participation on certain venues may require the Farallon Funds to pre-fund accounts or maintain Digital Assets in omnibus or other accounts at the venue or with its custodians, which may expose the Farallon Funds to counterparty and credit risk, including the risk of loss, delay or restrictions on access to assets in the event of the venue's (or a service provider's) insolvency, bankruptcy, fraud or suspension of trading or - 28 -

withdrawals. In addition, many Digital Asset trading venues operate across jurisdictions, which may make the enforcement of legal rights, the recovery of assets or the pursuit of remedies difficult or impracticable. Because Digital Asset markets operate on a 24-hour, 7-day basis and may experience extreme volatility, rapid market movements, forks, airdrops or other market events, Farallon’s ability to monitor and respond to trading or operational disruptions or market events in real time may be constrained, which could adversely affect execution quality, liquidity, valuations and risk management. To the extent a Farallon Fund transacts on decentralized exchanges or interacts with smart contracts, additional risks may include software and/or smart contract vulnerabilities, exploits, governance attacks, miner/validatorextractable value (including front-running and sandwiching), protocol outages, adverse tax consequences and the absence of a centralized intermediary or regulator from which to seek recourse. The Farallon Funds may invest in exchange-traded products (“ETPs”) that reference Digital Assets, which may expose the Farallon Funds to risks in addition to those associated with Digital Assets generally, as described above. ETPs referencing Digital Assets often trade at premiums or discounts to net asset value, rely on a limited number of authorized participants to facilitate creations and redemptions and employ cash-only or in-kind flows that may function ineffectively during periods of Digital Asset or market volatility, resulting in impaired liquidity, valuation dislocations or increased tracking error, including the risk that the market value of an ETP's shares could decline sharply or to zero. The Farallon Funds will also bear their pro rata share of fees, expenses and transaction costs incurred at the underlying vehicle level, which may materially reduce returns. In addition, ETPs depend on custodians, market makers, index providers, pricing agents and other concentrated Digital Asset service providers operating within an evolving market infrastructure; operational failures, outages, cyber incidents or regulatory actions affecting any such provider may negatively impact pricing, operations or liquidity, and losses from such events may not be insured or otherwise recoverable. From time to time, the Farallon Funds may invest in, or acquire rights linked to, the equity value of Digital Asset companies. Such investments involve significant risks due to, among other things, evolving and uncertain regulatory regimes, limited or fragmented oversight, reliance on evolving market infrastructure and volatility in Digital Asset markets. Regulatory actions, insolvency proceedings, enforcement challenges or adverse market developments affecting Digital Assets, market liquidity or trading volumes could materially impair enterprise value and may result in partial or total loss of the investment. The Farallon Funds may also invest in public companies that may employ digital asset treasury (“DAT”) strategies, pursuant to which such companies raise capital to acquire significant quantities of one or more Digital Assets. These companies conduct capital raises through various methods, including equity offerings, issuances of convertible notes and PIPE (“private investment in public equity”) transactions. Investments in public companies employing DAT strategies involve risks similar to, and in some cases more pronounced than, those associated with direct investment in the underlying Digital Assets. Public companies pursuing DAT strategies may exhibit economic characteristics analogous to Digital Asset ETPs, including the potential for their publicly-traded securities to trade at premiums or discounts relative to the value of the Digital Assets accumulated through the DAT strategy, as well as reliance on - 29 -

Digital Asset service providers such as custodians, wallet providers, trading venues, market makers and valuation agents, each of which may be subject to operational, solvency, cybersecurity, regulatory or other failures. Further, DAT companies are increasingly engaging in Digital Asset yield-generating activities, such as staking, lending, liquidity provision and participation in decentralized finance (“DeFi”) protocols, which may expose them to heightened counterparty, custodial, smart contract, governance and liquidity risks, including the risk of total loss of Digital Assets deployed in such activities. In addition, DATs are relatively new and operate within rapidly developing regulatory and accounting frameworks, and future changes in classification, disclosure requirements or permissible activities, including any determination that certain Digital Assets constitute securities, could subject DATs to additional registration, compliance or 1940 Act (as defined below) obligations, and may require changes to their business or capital structure. The Farallon Funds will have limited governance or oversight rights with respect to DAT management decisions, and adverse operational, accounting or regulatory developments at a DAT may negatively affect the Farallon Funds’ investment. Non-U.S. and Emerging Markets Investments. Certain non-U.S. and emerging markets at times have experienced extremely volatile market conditions with a dramatic effect on the value of, and return on, investments. Investing in certain non-U.S. and emerging markets involves additional risks and special considerations, including, without limitation: (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including civil and ethnic unrest, war, abrupt changes in political and economic power, changes in government institutions and policies or famine; (iii) potentially higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) capital controls, such as limitations on the ability to exchange local currencies for U.S. dollars, and trade restrictions, including quotas, tariffs, customs, duties and other assessments, which may lead to significant costs and delays in obtaining licenses, approvals and authorizations; (viii) increased likelihood of governmental involvement in and control over the economy, issuers and financial markets; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) preferential treatment of local interests over foreign interests by the government, including legislators, regulators and courts; (xi) differences in auditing and financial reporting standards which may result in the unavailability of reliable, current or detailed information about issuers; (xii) less extensive or more extensive regulation of the markets; (xiii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiv) greater correlation to commodity price movements; (xv) imposition of withholding or other taxes on dividends, interest, capital gains, gross sales or disposition proceeds or other income; (xvi) higher transaction costs; (xvii) certain considerations regarding the maintenance of a Farallon Fund’s securities with non-U.S. brokers and securities depositories; (xviii) reputational considerations when engaging with sovereigns or high profile issuers in jurisdictions suffering from civil unrest; and (xix) prioritization of macro-economic and political considerations over creditors’ interests by financial institutions. Repatriation of investment principal, income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging countries. The consent or cooperation of local management and co-venturers may be required for - 30 -

repatriation and may be difficult, expensive or impossible to obtain. A Farallon Fund could be adversely affected by delays in, or a refusal to grant, any required governmental registration or approval for such repatriation. Some of the risks that are traditionally more characteristic of emerging markets and certain less-developed markets may also be present in more established economies, especially during times of economic distress or political unrest. Some non-U.S. countries have laws and regulations which limit direct foreign investment and require government approval or registration prior to effecting any foreign investment in domestic securities. The process of securing necessary approvals for the purchase or disposal of investments may result in a level of expenses and delay which exceeds the level of expenses and delay necessary to make investments of a similar nature in other jurisdictions. These restrictions could also have an adverse effect on the companies in which a Farallon Fund invests. A Farallon Fund may not be able to recover investment proceeds or otherwise realize gains to which it is entitled. In circumstances deemed appropriate by Farallon, a Farallon Fund may make investments indirectly, including through derivative instruments such as swaps and participation notes. Trading through derivatives introduces counterparty risks and additional costs; counterparties in emerging markets may be less well known to Farallon and less creditworthy than those used in other markets. In addition, indirect foreign investment in the securities of companies listed and traded on the stock exchanges in these countries is permitted by certain emerging countries through investment funds that have been specifically authorized. A Farallon Fund may invest in these investment funds, and the Farallon Fund will bear the expenses of the underlying investment funds or derivatives. In addition to limits on direct foreign investment, certain non-U.S. governments may provide for other preferential treatment to particular domestic industries or companies or engage in other protectionist acts. Certain countries have, or may adopt, policies that entitle local entities to greater rights than foreign investors or the companies owned by foreign investors, including discriminatory taxes, price controls, administrative barriers, ad hominem legislation or regulation and cancellation of necessary licenses. In the event that such a situation arises and a country’s regulatory environment unexpectedly becomes unfavorable to foreign investment, a Farallon Fund may not be able to easily liquidate or restructure its assets, or otherwise reduce its exposure to such environment, and a Farallon Fund or the companies in which it invests could be placed at a competitive disadvantage to local competitors. There can be no assurance that investments by a Farallon Fund will not be subject to non-U.S. government expropriation. International contracts may be difficult to enforce, and it is possible that there may be no legal recourse if the non-U.S. government chooses to expropriate an asset or otherwise increase the cost for foreign investors. While some non-U.S. countries only have the legal authority to expropriate foreign assets if they do so in the “public interest,” on a non-discriminatory basis, and pay “appropriate compensation” in return, these concepts may not be clearly defined or tested under local laws or regulations, or they may not be enforced at all. Certain countries have recently emerged from state-run economies and their markets are more prone to government intervention than more developed markets. Government intervention is

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often expressly intended to influence prices and from time to time has taken the form of outright default and/or expropriations, resulting in total losses for affected investors. The economies of individual non-U.S. countries may differ from the U.S. economy in such respects as growth of gross domestic product, rate of inflation or deflation, currency depreciation and appreciation, asset reinvestment, taxation, resource self-sufficiency and balance of payments position. In addition, certain countries have less political, economic and social stability than the United States or other more developed countries. Such instability could lead to losses for a Farallon Fund, or increased risk of losses, due to among other things increased risk of business interruptions; reduced supply of and demand for products; interruptions in communications, transportation, public utilities and other public services; loss of key personnel; increased risk of terrorist acts, widespread protests or state action; adverse moves in currency exchange rates; increased interest rates; and declining capital inflows and exit opportunities. Many of the laws that govern private and foreign investment, securities transactions, creditor’s rights and other contractual relationships in non-U.S. countries, particularly in developing countries, are new and largely untested. As a result, a Farallon Fund may be subject to a number of additional risks typically not associated with investments in established markets, including inadequate investor protection, inconsistencies and contradictions within and among local, regional and national laws, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations. In particular, regulatory controls and corporate governance of companies in developing countries may confer little protection on investors. Anti-fraud and anti-insider trading legislation can often be underdeveloped. The concept of fiduciary duty can also be limited when compared to such concepts in developed country markets. In certain instances, management may take significant actions without the consent of investors. Organized crime and corruption are also threats in a number of countries, some of which rank well below the United States in Transparency International’s Corruption Perceptions Index and/or TRACE Matrix. Because the effectiveness of the judicial systems in the countries in which a Farallon Fund may invest varies, a Farallon Fund may have difficulty in successfully pursuing or defending claims in the courts of such countries, as compared to the United States or other developed countries. In many emerging markets, there is no effective means of enforcing a security interest, and a Farallon Fund may not be in a position to attempt to negotiate or participate in extended workouts or restructurings due to geographical considerations, exchange-rate risk, local licensing requirements and/or other factors. In addition, both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. Further, to the extent a Farallon Fund may obtain a judgment but is required to seek its enforcement in the courts of one of the countries in which such Farallon Fund invests, there can be no assurance that such courts will enforce such judgment. Therefore, the effective ability of a Farallon Fund to enforce its rights against non-U.S. issuers may be severely limited.

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Taxation of dividends, interest, other investment income and capital gains received by nonresidents of non-U.S. countries varies among countries and, in some cases, is high compared to the United States. In addition, some non-U.S. countries have less well-defined tax laws and procedures than the United States does, making it difficult to ascertain with certainty the taxation that will apply to a particular transaction. The tax systems of some non-U.S. countries can be subject to rapid change, which may occur without warning and be applied with retroactive effect. Due to factors such as these, a Farallon Fund may be liable for high levels of taxes, or higher levels of taxes than projected upon initial investment, in certain jurisdictions in which a Farallon Fund may invest; in addition, such taxes may be asserted retroactively, or a Farallon Fund may be required to accrue for uncertain tax positions, which could require a Farallon Fund to incur losses, or take reserves or withholdings against amounts otherwise distributable. Due to the foregoing risks and complications, the risks and costs associated with investments in non-U.S. countries, including emerging markets, may have an adverse effect on the performance of a Farallon Fund. Emerging Market/Developed Market Credit Spread and Impact of Financial Crises. During “credit squeezes” and market disruptions, the differential between the interest rates on emerging market debt and the interest rates on developed market debt denominated in the same currency (i.e., the “credit spread”) may widen dramatically, irrespective of the actual economic conditions in a given emerging market. The widening of emerging market/developed market credit spreads may cause the value of emerging market credit instruments held by Farallon Funds to decline materially. As a result of past financial crises, increased bank regulation and certain risk reduction by banks, companies in emerging markets that historically have relied upon borrowings from affected banks may face increased borrowing costs or an inability to finance their key operations or to refinance outstanding debt obligations. A credit squeeze in emerging markets may negatively impact general economic and market conditions in certain regions, which may adversely affect the Farallon Funds’ profitability or result in losses. Emerging Market Characteristics. Trading markets in emerging markets may be substantially smaller (on the basis of market capitalization, value of securities traded and number of listed companies and brokers) than those in the United States and other markets with more developed securities markets. As a consequence, a Farallon Fund investing in emerging markets may invest in a relatively limited number of issuers, some or many of which may operate in the same industry or economic sector. Trading markets in emerging markets may be subject to greater price volatility and less liquidity than is usually the case in the United States and other countries with more developed securities markets. Many companies traded on securities markets in emerging markets are smaller than companies whose securities are traded on securities markets in the United States and other more developed countries. Additionally, market making and arbitrage activities are generally less extensive in such markets, which may contribute to increased volatility and reduced liquidity of such markets. Accordingly, emerging markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks - 33 -

of securities, than is usual in the United States and other more developed countries. Trading practices that are prohibited in a number of other countries also may be present in some emerging markets. There may be less information available in connection with a Farallon Fund’s emerging market investments compared with information available in respect of its investments in the United States and other more developed countries, including in certain circumstances, when less information may be made available to a Farallon Fund than is made available to local market participants. Developments in Global Financial Markets and Government Intervention. Market participants have encountered periods of market uncertainty and adverse market conditions in various markets. In the past, these conditions resulted in reduced liquidity, general volatility, general widening of credit spreads and a lack of price transparency, among other things. The global financial markets may again become subject to pervasive and fundamental disruptions and instability. Difficult market conditions have at times adversely affected the market values of equity, fixed income and other securities and instruments, and these circumstances may recur. A Farallon Fund may suffer material adverse effects from disruption of the markets or from broad or rapid changes in market conditions in the future. For these and other reasons, significant governmental and regulatory intervention is likely to continue. Regulators in many jurisdictions have implemented and may, in the future, implement a number of wide-ranging regulatory measures, including restrictions on the short selling of financial and other stocks. Certain interventions have been and may be implemented with little notice, with the consequence that some market participants' ability to continue to implement certain strategies or manage the risk of their outstanding positions may be suddenly and/or substantially reduced or eliminated. Moreover, these interventions may sometimes be unclear in scope and application. It is impossible to predict with certainty what additional governmental restrictions may be imposed on the markets and the effect of such restrictions on Farallon’s ability to implement a Farallon Fund’s investment program. Currency Risks. The Farallon Funds compute and generally distribute cash in U.S. dollars. Since a Farallon Fund may invest in securities and other instruments denominated or quoted in currencies other than the U.S. dollar, changes in currency exchange rates will affect the value of a Farallon Fund’s portfolio and the unrealized appreciation or depreciation of such investments. Likewise, a Farallon Fund may borrow in currencies other than the U.S. dollar under multi-currency borrowing facilities. The cost of the obligation to repay such borrowings, and pay interest on such borrowings, will fluctuate relative to the U.S. dollar as currency rates fluctuate, affecting the value of a Farallon Fund’s portfolio. Further, a Farallon Fund may incur costs in connection with conversions between various currencies. Foreign currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to a Farallon Fund at one rate, while offering a lower rate of exchange should the Farallon Fund desire immediately to resell that currency to the dealer. A Farallon Fund may conduct its currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward contracts to purchase or sell non-U.S. currencies.

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A Farallon Fund may seek to protect the value of some portion or all of its portfolio holdings against certain currency risks by engaging in hedging transactions, and Farallon may from time to time determine to hedge against the U.S. dollar or other currencies. A Farallon Fund may enter into forward contracts on currencies, as well as purchase put or call options on currencies or enter into non-deliverable forwards (which may introduce a higher level of counterparty risk than deliverable forwards), cross-currency swaps, or other foreign currency derivatives in U.S. or non-U.S. markets. Certain foreign currency derivative transactions are subject to margin requirements, reporting requirements and the possibility of future clearing mandates, all of which may lead to increased costs and burdensome compliance obligations for market participants. Borrowings in currencies other than the U.S. dollar may have the intent of hedging against certain currency risks. There can be no guarantee that instruments suitable for hedging currency exchange rate changes will be available at the time when a Farallon Fund wishes to use them or will be able to be liquidated when a Farallon Fund wishes to do so. Some currency risks are difficult or impossible to hedge, including for example the impact of exchange rate fluctuations on portfolio companies’ businesses and macroeconomies. Margin rates on foreign currency derivatives may change suddenly and without warning. If a Farallon Fund is unable to meet such margin requirements without liquidating assets, it may be forced to sell assets at disadvantageous times, thereby locking in unrealized losses on the liquidated assets. In some countries, the markets for certain of these hedging instruments are not highly developed or do not exist. Farallon may also identify foreign currency risks associated with a portfolio company’s business (e.g., revenues are foreign currency denominated even though expenses are in U.S. dollars) which are not directly related to the denomination of the investment purchased by a Farallon Fund, and Farallon may or may not seek to hedge such other foreign currency risks. As with other hedging transactions, currency hedging may result in a poorer overall performance and increased (rather than reduced) risk for a Farallon Fund. Sovereign Debt. Several factors may affect (i) the ability of a government, its agencies, municipalities or instrumentalities or its central bank to make payments on the debt each has issued (“Sovereign Debt”), including securities that Farallon believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such Sovereign Debt and (iii) the inclusion of Sovereign Debt in future restructurings, including such issuer’s (x) balance of trade and access to international financing, (y) cost of servicing such obligations, which may be affected by changes in international interest rates, and (z) level of international currency reserves, which may affect the amount of foreign exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer's ability to make timely payment of interest and principal, and issuers may default on Sovereign Debt. Economic disruptions in jurisdictions experiencing financial distress could lead to increased volatility in equity and other markets, and a sovereign default could lead to substantial losses in value in these markets, potentially compounded by currency and foreign exchange conversion restrictions. With regard to Europe, in the event that such disruption leads to the exit of one or more countries from the Euro currency there may be additional difficulties in analyzing and valuing holdings in such jurisdiction as a result of the change in reference currency. There is a possibility that an issuer/obligor might ultimately be permitted to repay its debt in a different, less valuable, security depending upon the governing law of the contract and the provisions, if - 35 -

any, therein regarding the risk of redenomination. Sovereign debt risk and pressure on bond and currency markets have from time to time been a drag on financial markets. The markets’ perception of risk in certain countries has increased, raising the prospect of financial contagion across markets. In the past, countries or territories (including Venezuela, Russia, Argentina and Puerto Rico) have encountered difficulties in servicing their external national or government debt obligations, which led to defaults on government obligations and the restructuring of certain indebtedness. It is unclear how the global economy will respond to the shock of certain sovereign defaults, and the risk remains that one sovereign default may have an adverse effect on the markets of both the defaulting country or territory and non-defaulting countries and/or territories. Interest Rate Risk; Inflation/Deflation Risk. Changes in interest rates can affect the value of a Farallon Fund’s investments in fixed-income instruments. Increases in interest rates may cause the value of a Farallon Fund’s debt investments to decline. During periods of rising interest rates, the average life of certain types of instruments in which a Farallon Fund may invest may be extended, because borrowers choose not to repay principal on the loans to take advantage of a below-market interest rate. This extension risk increases the instrument’s duration (the estimated period until the instrument is paid in full) and may reduce the value of the instrument. During periods of declining interest rates, an issuer of fixed-income instruments may be more likely to exercise its option to prepay principal which may make an investment less profitable. This is known as call or prepayment risk. Instruments held by a Farallon Fund may have call features that allow the issuer to repurchase the instruments before stated maturity. An issuer may redeem a lower-grade obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the issuer’s credit standing. Inflation risk is the risk that the value of assets or income from a Farallon Fund’s fixed-income investments will be worth less in the future as inflation decreases the present value of payments at future dates. Deflation risk is the risk that prices throughout the economy decline over time, which may adversely affect the creditworthiness of issuers and make issuer default more likely, reducing the value of a Farallon Fund’s portfolio. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economics and securities markets of numerous economies. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on the Farallon Funds’ investments and returns. Financial Institution Risk. Actual events involving reduced or limited liquidity, defaults, nonperformance or other similar adverse developments that affect financial institutions or other companies in the financial services industry, including banks and other custodians, or impact the financial services industry generally, as well as concerns or rumors about any events of these kinds, have in the past and may in the future lead to market dislocation. Investor concerns regarding the U.S. or international financial systems could impact commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources. While such market dislocation could create potential investment opportunities for a Farallon Fund, there may be - 36 -

circumstances in which the effects of such dislocation are adverse to the Farallon Funds or their investments. Credit-Rating Risk. A credit-rating agency is a private company that assigns credit ratings to some types of fixed-income obligations. Such ratings measure creditworthiness and affect the value of those obligations. Ratings assigned to fixed-income obligations by credit-rating agencies are intended to indicate different levels of risk that a fixed-income obligation will pay its principal and interest to investors as and when required. Ratings are based on various factors, such as the fixed-income instrument’s seniority in the capital structure of its issuer, credit characteristics, collateral composition, if any, degree of diversification, weighted average life of the collateral, if any, and the legal structure of the issuer. Such ratings are subject to limitations. An issuer’s rating is heavily weighted by historical data and does not necessarily reflect future conditions. In addition, the rating agencies may have difficulty rating and monitoring mortgage-related securities through different economic cycles. If rating agencies incorrectly rate, or downgrade ratings on, fixed-income obligations, the value of the obligations may decrease substantially. Investments in the Natural Resources Sector. The Farallon Funds may invest in companies that operate in or are related to the natural resources sector (e.g., mining companies). The profits of such companies have historically been difficult to predict, as the prices of hard commodities, such as precious and non-precious metals, gas and oil, can fluctuate significantly over short periods of time. These fluctuations may be caused by, among other things, political events, government regulation, embargos, tariffs, natural disasters, changes in technology, cyclical economic conditions, and the success or failure of exploration, development and production activities. Any adverse effects of such events on the ability of Farallon to achieve its investment objectives may be exacerbated in emerging markets. Mining operations are subject to extensive laws and regulations, such as environmental laws, mine closure laws and mined-land reclamation laws of various jurisdictions. Natural resources, and companies and investments in or related to the natural resources sector, may be subject to higher levels of taxation than other companies and investments, especially for nonresident investors when investing outside of the United States. Economic and other events (whether real or perceived) can reduce global demand for certain hard commodities, which may reduce market prices. In addition, certain natural resources are geographically concentrated, and therefore may be adversely affected by purely local events that are reasonably unforeseeable to an outside investor. Investment Risks Related to Natural Disasters, Health Epidemics and other Unforeseen Events and Terrorism. Farallon’s business and the investments of the Farallon Funds could be materially and adversely affected by events outside of the Managers’ control, such as natural disasters, health epidemics, wars, and/or terrorism. Certain Farallon Funds’ investments, and Farallon operations, are subject to relatively infrequent but potentially severe risk of loss resulting from the occurrence of one or more catastrophic events or natural disasters, such as floods, wildfires, earthquakes, hurricanes, tsunamis, volcanic eruption or nuclear meltdowns, or due to terrorist events or the impact of wars. If any such event or disaster should occur, a Farallon Fund’s investments may be directly impacted by such loss, or operations at one or more of the Farallon Fund’s portfolio companies may halt, either completely or for extended - 37 -

periods of time, as such disasters may destroy or impair the ability of such companies to make use of their facilities or obtain the supplies necessary to operate. In addition, in the event of a widespread disaster, insurers with whom a Farallon Fund’s portfolio companies hold policies may delay payment beyond the capability of the insured entities to survive, or may themselves become insolvent and unable to pay claims, or affected portfolio companies may incur losses in excess of insured limits. Any of these events may severely impact the performance of a Farallon Fund. Similarly, Farallon and the Farallon Funds may be materially and negatively impacted by health epidemics and pandemics. The impacts of these outbreaks on human health as well as on the local and global economy have varied and, in certain cases, have been substantial. It is not possible to estimate accurately the ultimate impact of any such outbreak at its onset. Measures taken by governments and the private sector to mitigate the spread of such illness, including travel restrictions and bans, quarantines, school and business closures, and work-at-home mandates, may have material impacts on the local and global economy and markets, including reductions in consumer demand and economic output. Farallon’s ability to conduct due diligence may be constrained due to travel restrictions and public health considerations. Policies implemented by regulators and exchanges, such as trading market closures, short selling bans, rent moratoriums and other restrictions may not be effective in mitigating market volatility that may arise, and may in fact further exacerbate such volatility. Domestic and foreign terrorist attacks have adversely impacted, directly and indirectly, many industries. Additional terrorist attacks, or the fear of or the precautions taken in anticipation of such attacks, could materially and adversely affect certain industries in which a Farallon Fund may invest, where Farallon has offices or where a Farallon Fund or Farallon otherwise do business. Wars and other international hostilities could also have a material adverse impact on the financial condition of these industries. For example, Russia’s invasion of Ukraine in February 2022 and the resulting conflict caused significant instability in global financial markets and increased the threat of cyberattacks (including on energy infrastructure), nuclear incidents and further escalation of geopolitical tensions. The invasion has also led to multiple countries imposing economic sanctions and enhanced export controls on the activities of certain individuals and Russian entities and to numerous market participants voluntarily ceasing, suspending or reducing business with counterparties connected to Russia. In response, Russia has imposed countersanctions and has undertaken seizures of assets. Global and local macroeconomic impacts, including increased inflationary pressures, volatility in the price and supply of energy and other commodities, disruption to supply chains, economic pressure caused by movement of displaced persons and significant uncertainty in the commercial, legal and political environment are likely to further adversely impact individuals and businesses. Tax Efficiency. Farallon may consider overall tax implications in managing a Farallon Fund’s portfolio. Investors that are indifferent to the tax impacts of a Farallon Fund’s investments should note that Farallon may make investment decisions on behalf of a Farallon Fund based upon tax considerations which are entirely, or materially, irrelevant to certain of its investors. Moreover, Farallon may not attempt to maximize tax efficiency of a Farallon Fund’s portfolio for any specific investor, and therefore, any overall tax efficiency may not be relevant to or determined having regard to any such specific investor. - 38 -

Social Media-Related Trading Volatility. Several securities have recently been targeted for trading by participants on social media platforms. Changes to market structures and the low cost of trading for retail clients may exacerbate the volume of trading related to social media attention. This volume may be significant and may result in dislocations of security prices. Furthermore, many of the securities targeted have been in part due to the amount of short interest in such securities. To the extent a Farallon Fund takes short positions in public securities (especially if other actors, particularly private funds, also trade a substantial amount and/or take short positions in such public securities), the short interest may attract social media attention and related trading. The volume of trading related to social media attention may be significant. As the borrowing costs increase as the price of the security increases, social media-related trading may cause a Farallon Fund, with respect to short positions, to incur outsize losses or to exit short positions earlier than Farallon would normally exit such a position. In addition, if a Farallon Fund (or Farallon) is targeted by social media groups, the Farallon Fund’s publicly reported short positions, including put options, may attract buying. It is possible that governments as well as regulatory bodies may react to the market volatility related to social media-related trading and restrict, or require the public reporting of, short positions, which may limit Farallon’s ability to achieve the Farallon Fund’s investment objective. Use of Leverage. The use of leverage may be integral to many of the Farallon Funds’ strategies and some strategies depend on the availability of credit in order to finance their portfolios. There can be no assurance that a Farallon Fund will be able to establish or maintain adequate financing arrangements on acceptable terms or under all market conditions. A Farallon Fund may invest and trade on a leveraged basis, both through borrowings and through the significant degree of leverage typically embedded in the derivative instruments in its portfolio. Losses incurred on a Farallon Fund’s leveraged investments increase in direct proportion to the degree of leverage employed. A Farallon Fund also incurs interest, transaction and other costs on the borrowings used to leverage its positions through the borrowing of money, the purchase of commodities or securities on margin or otherwise. Any such costs may or may not be recovered by the return on a Farallon Fund’s portfolio. If gains earned by the Farallon Fund’s portfolio fail to cover such costs, the net asset value of the Farallon Fund may decrease faster than if there had been no borrowings. The use of leverage also may result in the forced liquidation of positions (which might otherwise have been profitable) as a result of margin or collateral calls. Further, certain of the Farallon Funds may incur portfolio indebtedness on certain assets, including construction loans, through a variety of debt instruments including, but not limited to, lines of credit, repurchase financings, collateralized debt obligations, securitized financing and other secured and unsecured borrowings. To obtain leverage, a Farallon Fund may pledge assets or provide other forms of security or assurance, including guarantees. The term of the leverage may not always match the duration of the related asset. The providers of such financing often have broad discretion to reduce the amount of credit provided or to require additional or crossed collateral, including with respect to a Farallon Fund’s interests in assets unrelated to each other or to the investment for which a Farallon Fund is incurring such indebtedness, which may require a Farallon Fund to sell such unrelated assets or crossed assets - 39 -

at inopportune times. The amount of borrowings or exposure which may be outstanding at any time may be large relative to the capital invested in such assets. As was the case during the “liquidity crisis” of 2007 and 2008, market events may lead to reduced lending levels on the part of numerous banks as well as withdrawn credit lines on the part of certain brokers, dealers, and banks, some of which may be able to assert essentially discretionary margins and collateral valuation policies; banks and brokerage firms could become illiquid once again and without warning. To the extent a Farallon Fund enters into financing facilities through total return swaps or other instruments, it may be subject to “markto-market” risk with respect to the value of certain collateral, and significant price movement may result in withdrawn financing lines or covenant defaults under such facilities. As a result, credit may become abruptly unavailable, and a Farallon Fund could be closed out of positions prematurely and at disadvantageous prices by certain brokers and dealers. The adverse effects of such close-outs could be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. The failure to satisfy a margin call, or the occurrence of other material defaults under margin or other financing agreements, may trigger cross-defaults under a Farallon Fund’s agreements with other brokers, lenders, clearing firms or other counterparties, magnifying the adverse impact on the Farallon Fund. Such circumstances may persist or recur, may lower the expected rates of return and may impede the Farallon Fund’s ability to maintain or employ leverage or maintain positions, having a material adverse effect on the Farallon Fund’s performance. Inside Information, Section 16 and Restricted Securities. By reason of their responsibilities in connection with the Farallon Funds and their other activities, Farallon or its affiliates may acquire confidential or material nonpublic information or be restricted from initiating transactions in certain securities. A Farallon Fund will not be free to act upon any such material nonpublic information. Due to these restrictions, the Farallon Fund may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. Conversely, in certain circumstances, Farallon may elect not to receive material nonpublic information in respect of a company which could actually or potentially restrict trading activity by the Farallon Funds and, consequently, elect not to conduct due diligence on, or proceed with, a particular Farallon Fund-eligible investment. Any persons or group of persons who beneficially own, directly or indirectly, more than 10% of any class of equity securities registered under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), of certain issuers are subject to strict liability for short-swing trading—effecting purchases and sales (or sales and purchases) within a six-month period that result in a profit—under Section 16(b) of the Exchange Act. In the event a Farallon Fund, together with its affiliates, owned in excess of 10% of any class of equity securities of such an issuer, and if it were to violate the short-swing rule, that would require the Farallon Fund to disgorge all profits gained in any related short-swing transactions. Accordingly, the Farallon Fund may elect to refrain from purchasing or selling such securities for a period of up to six months. In addition, in such circumstances the Farallon Fund will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such - 40 -

investments. In addition, Rule 144 of the U.S. Securities Act of 1933, as amended, restricts the ability of “affiliates” of an issuer in a private offering from transferring the securities for a specified period of time. A Farallon Fund and its affiliates may be deemed affiliates of an issuer due to the aggregate holdings of the group and therefore may be restricted in their ability to transfer such securities. Non-Traditional Financial Data. Farallon has acquired and used, and may continue to acquire and use, complex data sets culled from one or more sources (also known as “non-traditional financial data” or “alternative data”) from time to time in its research process. Farallon may apply this data in anticipation of certain micro- and macro-economic trends and otherwise to develop or improve investment themes. Such data sets may have errors, omissions, imperfections, limitations and malfunctions that are difficult to detect. The analysis and interpretation of such data involves a high degree of uncertainty, for example, if such data proves to be incorrect, misleading or incomplete in unknown or unanticipated ways or Farallon’s analysis of such data contains flaws, including the presence of data-related biases. Moreover, Farallon may not utilize all relevant data, including if Farallon is unaware of it, if the relevant third-party provider (or such provider’s own data sources) ceases to provide it, or if Farallon elects not to obtain or incorporate the data into its research process, including because it is not practicable to consider all data that may be applicable to each investment decision that may be made on behalf of a Farallon Fund. The application of such data sets to financial investing is relatively new and may be subject to material but unanticipated risks. For instance, the laws bearing on non-traditional data, such as intellectual property, contract, consumer protection and privacy laws, are evolving and may vary by jurisdiction. These laws may increasingly limit the collection, sharing and use of such data, provide for contractual or tort liability of data users, or impose expensive or novel safeguards such as opt-out and access rights. Improper use of non-traditional financial data could also result in Farallon becoming restricted from trading in an investment due to applicable securities laws related to material nonpublic information or insider information. Furthermore, vendors supplying non-traditional financial data to Farallon may themselves face liability or regulatory intervention relating to their acquisition or sale of such data, which could cause reputational damage to Farallon. Changes to data over time may also be difficult to track and incorporate, if appropriate, into the research process. Risks Associated with Artificial Intelligence. In line with advances in computing technology and data analytics, there has been an increasing trend towards utilizing artificial generative intelligence, large language models, machine learning, artificial neural networks, artificial narrow intelligence or similar tools, models and systems generally referred to as “artificial intelligence” (collectively, “AI Tools”) as part of portfolio management, business operations, trading, portfolio risk management and other applications in the investment management processes used by various market participants. Farallon will at times use AI Tools in connection with its investment research and operational activities. Although AI Tools may have certain advantages and benefits for various applications, many AI Tools are relatively recent developments and may be subject to one or more undetected errors, defects or security vulnerabilities. Some errors may be discovered only after an AI Tool has been used by end customers or after substantial operations in the marketplace. Further, the use - 41 -

of AI Tools by Farallon could result in the unauthorized training of such AI Tools, which may result in third party users of such AI Tools benefitting from Farallon’s data, expertise and use of such AI Tools, to the detriment of Farallon and/or the Farallon Funds. Moreover, testing and validation of AI Tools may pose challenges relative to human-designed systems as certain AI Tools are inherently dynamic, apt to change over time, and by extension, may result in changes to their outputs. Testing for all scenarios, permutations and combinations of available data may not be possible, thus leading to potential gaps in coverage. Further, in most cases, it is not possible to train an AI Tool on all possible scenarios and data. These limitations may generally undermine an AI Tool’s efficacy. Illiquid Investments. A significant portion of a Farallon Fund’s portfolio may be invested in private claims, securities and instruments, structured products, derivatives, restricted securities, unregistered securities and other relatively illiquid securities and instruments. In some cases, a Farallon Fund may not be able to readily dispose of such investments, or may be able to dispose of them only at a substantial discount to fair value. In some cases, a Farallon Fund may be contractually prohibited from disposing of such investments for a specified period of time and may be forced to hold such securities and instruments despite adverse price movements. Accordingly, a Farallon Fund may be forced to sell its more liquid positions at a disadvantageous time, resulting in a greater percentage of the portfolio consisting of less liquid securities, including in order to satisfy investor withdrawals of capital. Further, under adverse market or economic conditions, in the event market participants are aware that a Farallon Fund must sell such investments to raise cash including to satisfy investor withdrawals of capital, or in the event of adverse changes in the financial condition of the issuer, a Farallon Fund may find it more difficult to sell such securities when Farallon believes it advisable to do so or may be able to sell such securities only at prices lower than if the securities were more widely held. In such circumstances, a Farallon Fund may also find it more difficult to determine the fair market value of such securities for purposes of valuing a Farallon Fund’s portfolio. There may be no market for such securities or for a substantial percentage of such securities. To the extent there is a market for such securities, the market will be limited to a narrow range of potential counterparties, such as institutions and investment banks. As a consequence, a Farallon Fund’s ability to participate in or liquidate such investments may be restricted and the value of such investments may be subject to wide fluctuation. The purchase and sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the purchase and sale of securities eligible for trading on national securities exchanges or in the OTC markets. Even if the securities are publicly traded, large holdings of securities can often be disposed of only after a substantial length of time, exposing such holdings to risks comparable to the foregoing. Further, companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Certain securities and instruments may not be held as a Special Investment, notwithstanding that, among other factors, price quotations may be difficult to obtain, sales of a particular security or instrument may be infrequent, there may be a thin market for such securities and instruments, there may only be a limited number of holders of such securities and instruments, the size of reported trades in such securities and instruments may not be representative of a - 42 -

Farallon Fund’s holdings, quotations for such securities and instruments may be available from only one or a limited number of persons or entities or from persons or entities not known to be established market makers for such securities and instruments, quotations may be nonbinding indications, or such securities and instruments may be issued in a private placement and subject to restrictions on resale. Asset Valuation and Thinly Quoted Instruments. Certain of a Farallon Fund’s investments (namely, Special Investments, Digital Assets and Digital Asset-related investments and transactions, and a portion of a Farallon Fund’s portfolio comprising bank debt positions and other securities and instruments for which broker or counterparty quotes may be scarce or potentially unreliable) do not have a readily assessable market value or are difficult to value, and such valuations may be somewhat volatile, due to, among other things, the variable nature of certain components of the pricing models used, changing market events and/or the volatile nature of certain markets. In cases in which a particular investment held by a Farallon Fund has received materially different valuations from independent pricing services, Farallon may determine the value of such investment in its good faith judgment by, among other things, using internal valuation models (with which other traders may reasonably disagree) and, if necessary, through relative value pricing, other relevant sources deemed reliable by Farallon or the subjective determination of Farallon or its affiliates’ personnel most familiar with the position in question. Determining fair value — in the absence of any market or reliable valuation model — can be both difficult and subjective. Accordingly, there can be no assurance that investments may be sold at or near estimated fair value. In order to value the assets of a Farallon Fund, Farallon relies on information provided by third parties, and such persons may provide inaccurate, incomplete, not current or otherwise unreliable information. With respect to OTC securities, and instruments such as loans, bonds, vendor claims, 144A securities, certain swaps and other unlisted or non-exchange-traded securities and instruments, multiple dealer quotations and sales prices may not be available. In such circumstances Farallon must rely upon a single broker or dealer quotation or, if no quotation is available, value the investment at a fair value based on factors it deems relevant, including historical sales activity, models and comparable transaction pricing. In addition, although a broker or dealer quotation is available for a small block of securities, the quotation will not necessarily be valid for a larger block of securities, especially if a Farallon Fund holds a concentrated position. It is not unusual for brokers or dealers to provide “bid” and “ask” quotations for such securities and instruments on a preliminary or “soft” basis. Such preliminary quotations may or may not reflect the “bid” or “ask” prices at which such broker or dealer would be willing to effect actual transactions or may only hold true for a smaller block of securities and instruments than a Farallon Fund is seeking to trade. In the absence of actual sale transactions, it is difficult for Farallon or its affiliates to test the reliability of preliminary quotes even when multiple brokers or dealers are providing “bid” and “ask” prices. Investors should be aware that situations involving uncertainties as to the valuation of portfolio securities could dramatically affect a Farallon Fund’s net asset value if Farallon or its affiliates’ judgment regarding appropriate valuations should prove incorrect.

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The value assigned to a Farallon Fund’s securities and instruments affects the amount of management fees and the amount and timing of incentive fees or allocations paid or made to Farallon or its affiliates, as well as reported performance; it also affects the ownership percentages used for subscriptions to, and redemptions from, a Farallon Fund (i.e., the “price” at which such transactions are effected). Short Selling. A Farallon Fund’s investment program may include short selling. Short sales may be made, for example, if Farallon believes that the securities or instruments are overpriced relative to their intrinsic or fundamental value or to other securities or indices that may provide a hedge, or are expected to depreciate in value due to a catalyzing event or change in circumstances. Short sales also are made in connection with a Farallon Fund’s merger arbitrage and risk arbitrage investments. In addition, short positions may be taken if, in the view of Farallon, such positions will reduce the risk inherent in taking long positions. The extent to which a Farallon Fund engages in short sales will depend upon its investment strategy and perception of market direction. An uncovered short sale of an instrument involves the risk of an increase in the market price of the instrument which could result in an inability to cover the short position or a substantial and theoretically unlimited loss, while the prospective gain on such short sale generally is limited to the proceeds of such sale. There can be no assurance that a Farallon Fund will be able to maintain the ability to borrow securities sold short. In such cases, a Farallon Fund can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). Furthermore, there can be no assurance that securities or instruments necessary to cover a short position will be available for purchase. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. For example, a security, particularly one with a high short interest ratio, may become the subject of a “short squeeze”, where a sharp increase in share price compels the security’s short sellers to purchase large volumes of the security for covering their short positions, which further accelerates the security’s price increase and creates additional pressure on short sellers to cover their positions. The rules affecting short sales (and synthetic short sales) in the U.S. and other jurisdictions are constantly evolving in ways that have restricted or may restrict the ability of a Farallon Fund to engage in shortselling, including with respect to certain sovereign debt, and to hedge certain risks through sovereign credit default swaps. It is impossible to predict what, if any, changes to the rules affecting short sales may occur in the future, but any new regulation could have a materially adverse impact on the ability of a Farallon Fund to achieve its investment strategy. Options. A Farallon Fund may incur risks associated with the sale and purchase of call options. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The securities necessary to satisfy the exercise of an uncovered call option may be unavailable for purchase, except at much higher prices, thereby reducing or eliminating the value of the premium. Purchasing securities to cover the exercise of an uncovered call option can cause the price of - 44 -

the securities to increase, thereby exacerbating the loss. The buyer of a call option assumes the risk of losing its entire premium in the call option. A Farallon Fund may also incur risks associated with the sale and purchase of put options. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security if the market price falls below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire premium in the put option. OTC options may also expose a Farallon Fund to counterparty risk. Derivative Agreements. A Farallon Fund may enter into derivative agreements. Certain derivative agreements trade OTC and may be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. Other types of derivative agreements, generally the more standardized derivative agreements, trade on central exchanges and/or are cleared through central counterparties (“CCPs” or “clearinghouses”) that substitute their own credit for that of the buyer and seller. A Farallon Fund may enter into derivative agreements with respect to many different reference assets, including interest rates, credit exposure, currencies, commodities, securities, indices and other assets or other measures of risk or return. Depending on their structure, derivative agreements may increase or decrease a Farallon Fund’s exposure to, for example, equity securities, longterm or short-term interest rates, foreign currency values, credit spreads or other factors. Derivative agreements can take many different forms and are known by a variety of names. The Farallon Funds are generally not limited to any particular form of derivative agreement if consistent with the Farallon Fund’s investment objectives. Whether a Farallon Fund’s use of derivative agreements will be successful will depend on Farallon’s ability to select appropriate transactions for the Farallon Fund. Derivative transactions may be highly illiquid and may increase or decrease the volatility of a Farallon Fund’s portfolio. Derivative and Other OTC Instruments; Counterparty Risk; Foreign Exchange Contracts. The prices of, or payments pursuant to, derivative and other OTC instruments that may be entered into by a Farallon Fund may be highly volatile and are influenced by, among other things, volatility of the underlying asset, tenor of the agreement, interest rates, liquidity, amount of collateral required, taxes, changing supply and demand relationships, policies of governments, and national and international political and economic events. The participants in the OTC markets in which a Farallon Fund effects its derivative transactions and other transactions are often not subject to the same type of credit evaluation and regulatory oversight as are members of “exchange-based” markets. OTC markets have different counterparty credit risks than products that are cleared through CCPs. In the OTC derivatives markets, a Farallon Fund could enter into an agreement directly with dealer counterparties which may expose such Farallon Fund to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement - 45 -

may also result from disputes over the terms of the agreement (whether or not bona fide); OTC markets may lack the established rules and procedures for swift settlement of disputes among market participants in “exchange-based” markets. In particular, trades of OTC debt instruments could take more time to resolve disputes and may have significantly longer settlement periods than other securities. These factors may cause a participating Farallon Fund to suffer a loss due to adverse market movements or increased counterparty risk while parties resolve the dispute and during any delayed or lengthy settlement period. Certain OTC derivative agreements require that the participating Farallon Fund post collateral. Collateral that is not segregated with a third-party custodian and is on deposit with a counterparty to support the participating Farallon Fund’s trading may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty were to become insolvent, the counterparty may not return the participating Farallon Fund’s collateral or the counterparty may take a significant amount of time to return the collateral. Further, a Farallon Fund may be prevented from terminating an OTC agreement for a period of time even if its counterparty defaults. This delay could have a significant adverse financial impact on the transaction if the market were to move against a participating Farallon Fund’s positions. To the extent a Farallon Fund obtains exposure to a security or instrument through an OTC derivative or other instrument, such as a bank debt participation, such Farallon Fund may not be able to exercise rights incidental to actual ownership of the underlying security or instrument, including without limitation, voting rights, the right to participate in tender offers, meeting and information rights, and under certain circumstances, the Farallon Fund’s ability to dispose of the instrument may be contractually or practically less flexible than it would be if the Farallon Fund held the instrument directly. “Counterparty risk” also is present in certain swaps and CFD transactions, as well as other OTC derivative transactions, debt trades and foreign exchange contracts and is accentuated for contracts with longer maturities where events may intervene to prevent settlement. Some agreements in the foreign exchange market are not regulated by any regulatory body, and such agreements are not guaranteed by an exchange or its clearinghouse. Consequently, there may be no requirements imposed on a counterparty with respect to financial responsibility or segregation of customer funds or positions. As a result, trading in interbank foreign exchange agreements may be subject to more risks than futures or options trading on regulated exchanges, including, but not limited to, the risk of default due to the failure of a counterparty with which a Farallon Fund has a forward contract. Although the Farallon Funds generally attempt to limit their transactions to those with well-known and well-capitalized firms, a Farallon Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. A Farallon Fund may concentrate its trading of derivatives and OTC instruments with a particular counterparty and, therefore, if such counterparty becomes insolvent or incurs liquidity issues, losses could be greater than if the Farallon Fund had spread such trading amongst multiple counterparties. Systemic Risk. All asset classes (including derivative instruments) may be subject to systemic risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the - 46 -

default of one or more financial institutions, which results in a series of defaults by other interdependent institutions. Systemic risk may adversely affect financial intermediaries, such as CCPs, futures commission merchants, banks, securities firms and exchanges with which a Farallon Fund interacts on a daily basis. Prime Brokers, Counterparties and Custodians. A Farallon Fund’s assets may be held in one or more accounts maintained for the Farallon Fund by counterparties, including prime brokers. There is a risk that any of such counterparties could become insolvent. Any insolvency of one of the Farallon Fund’s counterparties would be likely to impair the operational capabilities or the assets of a Farallon Fund. Although Farallon generally monitors the financial condition of the counterparties it uses, if one or more of a Farallon Fund’s counterparties were to become insolvent or the subject of liquidation proceedings in the United States, there exists the risk that the recovery of the Farallon Fund’s securities and other assets from such prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. A Farallon Fund may use several qualified custodians for its publicly traded securities and other financial instruments, other than bank debt, trade claims and certain private investments. A Farallon Fund has counterparty risk exposure to each qualified custodian in the event of financial distress or bankruptcy of such qualified custodian. The use of qualified custodians is intended to enhance the protection of a Farallon Fund’s assets although there is still the possibility of fraud or operational risk. There may be practical or timing problems associated with enforcing the rights of a Farallon Fund to its assets in the case of such insolvency or other distress. In addition, a Farallon Fund’s qualified custodian and prime brokers may have used, and may use sub-custodians located in various jurisdictions outside the United States that are subject to various laws and regulations designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to a Farallon Fund’s assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a sub-custodian, it is impossible to generalize about the effect such an insolvency would have on a Farallon Fund and its assets. Futures Contracts. Futures positions may be illiquid because certain regulators or commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent a Farallon Fund from promptly liquidating unfavorable positions and subject it to substantial losses or prevent it from entering into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. In extraordinary

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circumstances, a regulator or futures exchange could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Position Limits. The Commodity Futures Trading Commission (the “CFTC”) and certain exchanges have established position limits on the maximum net long or net short speculative positions that any person or group of persons acting in concert may hold or control in any particular futures contracts. The CFTC also has adopted speculative position limits on swaps that are economically equivalent to certain physical commodity futures contracts. These limits may make it more difficult or costly for the Farallon Funds to obtain tailored swap products to hedge particular risks in their portfolios or express an investment view, including due to higher collateral requirements on bilateral transactions. As an alternative to hedging positions with customized positions, a Farallon Fund may use standardized derivatives, which may be a less optimal hedge. Further, the CFTC and the exchanges require accounts with common ownership or control to be aggregated for purposes of applying these position limits. The counterparties with which the Farallon Funds deal may further limit the size or duration of available positions. A Farallon Fund could be required to liquidate positions it holds in order to comply with such limits, or it may not be able to fully implement certain trading strategies in order to comply with such limits. Any such liquidation or limited implementation could result in substantial costs or lost opportunities to the Farallon Funds. Regulatory Risks of Investing in OTC Transactions. OTC transactions and derivatives markets are subject to extensive regulation. Such regulations may negatively affect the Farallon Funds. Parties that act as dealers in OTC derivatives may be subject to extensive business conduct standards, additional “know your counterparty” obligations, recordkeeping, reporting, portfolio reconciliation and documentation standards, margin requirements and capital requirements. These requirements could increase the costs of entering into OTC derivative transactions, and those increased costs will likely be passed on to the Farallon Funds. Certain OTC derivative transactions have become subject to anonymous “real time reporting,” meaning that transactions entered into by a Farallon Fund will become visible to the market in ways that may harm such Farallon Fund’s ability to enter into additional transactions at comparable prices or could enable competitors to “front run” or replicate a Farallon Fund’s strategies. In addition, certain swap transactions have become (or will become) subject to mandatory trading on regulated trading venues, which require a participating Farallon Fund to subject itself to regulation by these venues. It is not clear whether these trading venues benefit or impede liquidity, or how they will fare in times of market stress. Trading on regulated trading venues may increase the pricing discrepancy between assets and their hedges, as products may not be able to be executed simultaneously, therefore increasing basis risk. In addition, a Farallon Fund must also engage in portfolio reconciliation, recordkeeping, reporting and other transaction-level obligations, which may increase the compliance burdens and costs to such Farallon Fund. These compliance obligations require certain training of employees and technology, and there are operational risks as a Farallon Fund implements procedures to comply with many of these additional obligations. The OTC derivatives markets are rapidly evolving, and it is impossible to understand with certainty the impact of the costs and expenses associated with regulation on OTC derivatives trading and compliance.

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Overall, new regulations may also render certain strategies in which a Farallon Fund might otherwise engage impossible or so costly that they will no longer be economical to implement. The impact of such regulations on the Farallon Funds is uncertain, and it is unclear how the OTC derivatives markets would adapt to new regulatory regimes or any additional regulation in the future. Clearing Risks. Regulators have mandated that certain standardized products be executed with and cleared through regulated entities. Trades submitted for clearing are subject to minimum initial and variation margin requirements set by the relevant clearinghouse and the trading counterparty, as well as the applicable regulators. A Farallon Fund would not be in direct privity of contract with the clearinghouse, but instead would act through a member of the clearinghouse, which acts as a quasi-agent, guaranteeing the obligations of the Farallon Fund to the clearinghouse. This regime is modeled in large part after the U.S. futures clearing regime. Clearing has, in certain cases, led to losses caused by operational failure or fraud. Compared to the OTC derivatives market, a Farallon Fund may be subject to more onerous and more frequent (daily or even intraday) margin calls. Virtually all of the margin models that are utilized by the clearinghouses are dynamic, meaning that, unlike many of the Farallon Fund’s bilateral swap agreements where the amount of initial margin posted on the agreement may be static throughout the life of the agreement, the amount of the initial margin that is required to be posted in respect of a cleared OTC derivative will fluctuate, sometimes significantly, throughout the life of the agreement. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject the Farallon Fund to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment which could have a detrimental effect on the Farallon Fund. Clearinghouses also limit the type of collateral that they will accept, which may require the Farallon Fund to borrow eligible securities from a dealer or enter into other financing arrangements to meet margin calls and raise the costs of cleared trades to the Farallon Fund. In addition, clearinghouses restrict how the Farallon Fund can portfolio-margin its positions, which may cause an increase in the costs to the Farallon Fund. Although standardized clearing for derivatives is intended to reduce risk (for instance, it may reduce the counterparty risk to the dealers to which a Farallon Fund would be exposed under OTC derivatives), it does not eliminate risk. Rather, standardized clearing transfers risk of default from the OTC derivatives dealer to the central clearinghouse, which may increase systemic risk, potentially more so than a failure by an OTC derivatives counterparty. The failure of a clearinghouse could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on member firms during a financial crisis, which could lead member firms to default, worsening the crisis. Because these clearinghouses are still developing and the related bankruptcy process is untested, it is difficult to speculate what the actual risks to a Farallon Fund would be in the event of the default of a clearinghouse. In addition, existing clearinghouses have different waterfalls that apply upon the insolvency of a clearinghouse or a clearinghouse member and it is possible that a Farallon Fund could be in a worse position if a clearinghouse were to fail than had the Farallon Fund executed a trade with a traditional derivative counterparty. Also, a clearinghouse could seek to require that the Farallon Fund relinquish control of its transactions - 49 -

if the clearinghouse were to become insolvent, and, therefore, such Farallon Fund may not be able to terminate and close out of a defaulting clearinghouse’s positions, but could become subject to regulators’ control over those positions. In such a circumstance, the Farallon Fund may not be able to take actions that it deems appropriate to lessen the impact of such clearinghouse default. Clearinghouses tend to trade in particular products in order to achieve economy of scale. This heightens the concentration risk for the Farallon Fund which risk may not be easily hedged. In that case, the Farallon Fund may only be able to protect itself from clearinghouse risk by exiting the market entirely, potentially foregoing an entire segment of beneficial transactions. Legal, Tax and Regulatory Risks. Legal, tax and regulatory changes have occurred, and additional changes are likely to occur in the United States, EU and in other jurisdictions. Such legal, tax and regulatory changes, and the implementation and enforcement thereof, may adversely affect the Farallon Funds, Farallon or its affiliates. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The regulatory environment for private funds and fund managers is evolving, and changes in the regulation of private funds, fund managers and their trading activities and trading counterparties may adversely affect the ability of a Farallon Fund to pursue its investment strategy, its ability to obtain leverage and financing, if applicable, and the value of investments held by a Farallon Fund. There has been an increase in governmental, as well as self-regulatory, scrutiny of the private investment fund industry in general. Such scrutiny may increase the Farallon Funds, Farallon or its affiliates’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight can also impose administrative burdens on, and logistical challenges for, Farallon, including, without limitation, responding to investigations and examinations and implementing new policies and procedures. Aligning differing regulatory requirements across investments in different jurisdictions can also present challenges. Certain regulatory inquiries or actions, even in the absence of wrongdoing, can lead to adverse impacts on the Farallon Funds, including serious reputational harm and negative capital flows, or affect its ability to carry out its investment strategies. Farallon and the Farallon Funds’ business and the regulatory environment are dynamic and expected to change over time. Therefore, Farallon and the Farallon Funds may be subject to new or additional regulatory constraints in the future. It is impossible to predict what, if any, changes in regulations may occur, or how certain recently adopted or future regulations will be implemented, but any regulations, or the implementation thereof, which restrict the ability of the Farallon Funds to trade in securities or derivatives or the ability of the Farallon or the Farallon Funds to employ, or brokers and other counterparties to extend, credit in the Farallon Funds’ trading (as well as other regulatory changes that result) could have a material adverse impact on the Farallon Funds’ portfolios. The Farallon Funds may occasionally engage in investment or business activity that Farallon, in its sole discretion, believes is in the Farallon Funds’ interest, and as a result of such investment or business activity, the Farallon Fund may be subject to additional regulations. In addition, Farallon may become subject to additional - 50 -

regulations if Farallon determines that complying with such regulation is necessary or advisable in connection with its management of the Farallon Funds. Such regulations may have a significant impact on the investors or the operations of the Farallon Funds or Farallon, including, without limitation, restricting the types of investments the Farallon Funds may make, preventing the Farallon Funds from exercising their voting rights with regard to certain financial instruments and requiring the Farallon Funds to disclose the identity of their investors. Furthermore, as new or additional laws or regulations are issued, Farallon will evaluate their potential impact on the Farallon Funds and may in response to such laws or regulations, cause the Farallon Funds to continue, modify or withdraw from certain existing investments, investment strategies or business activities. For example, governmental intervention could provide banks with advantages as compared to the Farallon Funds in terms of competitiveness in acquiring and refinancing loans. Further, there can be no assurance that programs and proposals initiated and announced by the government agencies will have a beneficial impact on the markets, and they may unfavorably impact a Farallon Fund’s returns. Additionally, government intervention could include legislation or regulations which would require a Farallon Fund to modify or waive certain terms of previously made loans or to otherwise cause the Farallon Fund to not receive the full benefit of its contractual relationship with a borrower. Forward Trading. The Farallon Funds have entered, and may enter into forward contracts, which are not traded on exchanges. Such forward contracts may be primarily forward interest rate or currency or commodity contracts with banks and other market participants and used primarily to hedge existing positions and not for speculation. There are no limitations on daily price moves of forward contracts. Banks and futures commission merchants with whom a Farallon Fund may maintain accounts may require the Farallon Fund to deposit margin with respect to such trading. Forwards market participants are not required to continue to make markets in currencies. There have been periods during which certain market participants have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the bank is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts may be made with only one or a few banks, and liquidity problems therefore might be greater than if such arrangements were made with numerous banks. The imposition of credit controls by governmental authorities might limit such forward trading to less than that which Farallon would otherwise recommend, to the possible detriment of a Farallon Fund. In respect of such trading, a Farallon Fund is subject to the risk of bank failure or the inability of, or refusal by, a counterparty to perform with respect to such contracts. Initial Public Offerings; New Issues. Certain Farallon Funds have taken the required steps to qualify to participate in income and loss from “new issues” as such term is defined under Financial Industry Regulatory Authority, Inc. (“FINRA”) Rule 5130 (as amended, supplemented and interpreted from time to time, “Rule 5130” and together with FINRA Rule 5131, as amended, supplemented and interpreted from time to time (“Rule 5131”), the “New Issues Rules”), as Farallon believes that initial public offerings that may be deemed “new issues” often provide potential for appreciation. However, due to a variety of factors, prices of initial public offerings are often more volatile than prices of more seasoned stocks. Initial public offerings often involve a limited number of shares available for trading, unseasoned - 51 -

trading, a lack of investor knowledge about an issuer and a limited operating history on the part of the issuer. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. Accordingly, income or loss attributable to such investments may affect a Farallon Fund’s performance. Moreover, investors that are restricted under the New Issues Rules will not be compensated for the use of their capital by a particular Farallon Fund to purchase “new issues”. Regulated Industries/Large Positions. Because certain of the Farallon Funds are structured as limited partnerships, such Farallon Funds’ interests in companies engaged in certain regulated industries, such as companies subject to Federal Communications Commission (“FCC”) regulation, may be attributable to limited partners of such Farallon Funds. To the extent that a Farallon Fund invests in securities of companies in certain regulated industries, such Farallon Fund and each of its limited partners and its general partner could be deemed for certain regulatory purposes to directly own all or a portion of such investment. If Farallon deems it appropriate, Farallon may cause such Farallon Fund, or may ask such Farallon Fund’s limited partners, to adopt certain policies designed so that such Farallon Fund’s investments in companies in such industries will not be attributable to such Farallon Fund or to its limited partners or its general partner. Under certain circumstances, regulations may cause a Farallon Fund’s investment in one entity in a regulated industry to prohibit it from further investments in the entity or in the same regulated industry until the initial investment is divested. Furthermore, investments by Farallon or its affiliates, including other Farallon Funds, in a particular regulated industry may similarly affect the ability of another Farallon Fund to invest in the same industry. Large and controlling positions in certain types of entities (e.g., REITs, bank holding companies or FCC-regulated entities) may implicate regulatory restrictions or result in possible investment forfeitures or obligations to dispose of a Farallon Fund’s interests in such entities in a time or manner that may be disadvantageous or result in a loss to such Farallon Fund. A Farallon Fund may seek to acquire a significant stake in certain securities or instruments and may invest in certain sectors that are subject to special regulatory oversight. In such event, the Farallon Fund may be required to file a notification with a governmental agency, seek regulatory approval or comply with other regulatory requirements. These requirements may result in a delay in, or prohibit, the acquisition of an investment. Compliance with regulatory requirements may result in additional costs to such Farallon Fund. Such restrictions may also restrict or delay a Farallon Fund’s ability to liquidate an investment. Sanctions Regimes. Farallon and the Farallon Funds are subject to laws that restrict them from transacting with entities, individuals, organizations and/or investments that are subject to applicable sanctions regimes. Should any investment become subject to applicable sanctions, a Farallon Fund may be required to immediately cease any further dealings with that investment until the applicable sanctions are lifted or a license is obtained under applicable law to continue such transactions.

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Insolvency Considerations. Various laws enacted for the protection of creditors may be applied to investments a Farallon Fund may make and the Farallon Fund may sustain losses or incur legal defense costs as a result. Losses may be realized years after the investments were bought or sold by the Farallon Fund. These creditor-protection laws may be applied to Farallon Fund investments in bonds, loans or other obligations of distressed companies that go or have gone into bankruptcy or other insolvency proceedings, and also may be applied to equity investments bought or sold by a Farallon Fund. For example, if loans are made to companies that are insolvent or are rendered insolvent as a result of the transaction that includes the borrowing, the loans or the liens or guaranties that secure such loans may be judicially invalidated, and the borrower’s payments of principal, interest or fees to its lenders or stock dividends or stock repurchase payments may be recouped by the borrower or its successor in interest. Fraudulent conveyance actions may target transfers made many years before the commencement of the fraudulent conveyance action or bankruptcy case. Similar to fraudulent conveyance actions, preference actions also may be asserted against investors in a distressed company. If a company in which a Farallon Fund has an investment becomes insolvent, any payment made by the company on such investment, including loan interest, principal or fees, may be subject to disgorgement as a “preference” if made within a certain period of time before the date the company goes into bankruptcy. In general, if a company’s payments are found to be either fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient or from subsequent transferees of such payments. To the extent that any such payments are recaptured from a Farallon Fund and the Farallon Fund has no or inadequate recourse to upstream or other parties, the resulting loss would be borne by investors in the Farallon Fund. Under certain principles of bankruptcy or insolvency laws, obligations may lose their priority due to “equitable subordination,” which is a remedy where a court subordinates the claim of a particular creditor to claims of disadvantaged creditors. Examples of situations where equitable subordination could be applied are where a creditor (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors of such borrower, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence to dominate or control a borrower to the detriment of other creditors of such borrower. Under related remedies known as “equitable disallowance” or “lender liability” a court may disallow the claim of a lender or other creditor that has abused its influence on the borrower or even require the lender to pay affirmative damages for its misconduct. The relevant legal standards for fraudulent conveyance and preference actions and for equitable subordination, equitable disallowance and lender liability may differ by jurisdiction. Nevertheless, it should be assumed that risks similar to the foregoing, as well as additional risks which certain bankruptcy or insolvency regimes are designed to prevent, may be present in other jurisdictions in which a Farallon Fund invests. In particular, a number of jurisdictions operate “debtor friendly” insolvency regimes which may result in delayed payments in connection with investments subject to the laws of such regimes. Certain non-U.S. jurisdictions, particularly emerging markets jurisdictions, may have substantially different or - 53 -

less sophisticated systems for resolving corporate insolvencies. Such differences could expose a Farallon Fund to unanticipated claims, legal risks, costs and delays, any one of which could have an adverse effect on one or more of a Farallon Fund’s investments. Small Companies. Certain Farallon Funds have invested and may invest a portion of their assets in small and/or unseasoned companies, whether or not publicly traded. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, operating history, financial resources, product diversification and competitive strength of larger companies. In addition, in many instances, if such companies are listed, the frequency and volume of their trading may be substantially less than is typical of securities issued by larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations, reduced liquidity, losses and risks of insolvency or bankruptcy. A Farallon Fund may establish large positions in these companies’ securities, representing a high percentage of the outstanding public float. When making large sales, a Farallon Fund may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of smaller company securities. Further, research resources, third-party analysis and information relating to smaller companies may be less available than that in respect of larger companies, making it more difficult to research an investment and make an informed investment decision. Health Care Companies. Farallon Funds have invested in and may invest in companies, the primary business of which relates to medical or life sciences products, services, care or technology (“Healthcare Companies”), whether or not publicly traded. Intense competition exists in the healthcare sector, which is often characterized by intensive development efforts and rapidly advancing technology. Certain Healthcare Companies may have a single product or research focus, and may be subject to rapidly changing technologies. Success in a business with a single product focus is particularly sensitive to the development of alternative competing products and potential obsolescence. Unanticipated problems may arise in connection with the development of new products or technologies, and many of such efforts could incur high expense and/or be ultimately unsuccessful. There could be various circumstances under which Healthcare Companies may need to seek additional capital (e.g., delays in commercializing products and negative cash flows), potentially diluting the interests of investors (to the extent that such capital is even available). Some companies in the healthcare sector are highly dependent on the strength of patents or other intellectual property rights for revenues and market share. The complex nature of the technologies involved can lead to intellectual property disputes, including litigation that could result in a company losing an exclusive right to a patent. Moreover, intellectual property rights may be unavailable or limited in certain non-U.S. countries. Certain Healthcare Companies are subject to potential liability risks that are inherent in the testing, manufacturing, marketing and sale of medical devices, including exposure to product liability claims. There is extensive government regulation of companies in the healthcare sector, and compliance may be costly and time consuming for the relevant companies. Regulation of the sector may become more stringent in the future. At the same time, uncertainty as to potential government reform of aspects of the healthcare sector, including as to drug pricing, coverage policies and reimbursement rates for certain products or services, or other structural changes, may result in limited market - 54 -

acceptance of such products or services, and consequential harm to the companies that are related to them, or otherwise impact market volatility. These and other factors may result in abrupt advances and declines in the securities price and/or valuation of a particular company and, in some cases, may have a broad effect on the prices of securities of companies in particular segments of the healthcare sector generally. The Farallon Funds have invested, and may invest, in Healthcare Companies that Farallon expects will undergo an event, series of events or other changes or catalysts that Farallon expects to change or reclassify such Healthcare Company’s risk profile or growth outlook and which may result in a re-rating of such Healthcare Company. In a typical transaction, the Farallon Fund may seek to profit from the “spread” between the current market price and the amount to be realized if the catalyzing event occurs. In any such event-driven investment, there exists the risk that the catalyzing event does not occur as originally anticipated, whether due to factors specific to a Healthcare Company or factors that affect the healthcare sector more broadly. In such cases, the Farallon Fund may be required to dispose of its positions at a loss, which will adversely affect the Farallon Fund’s returns. There can be no assurance that Farallon will be able to accurately predict the occurrence of catalyzing events (or the nonoccurrence of other catalyzing events) or the ultimate effect that any such event would have on an issuer and its securities. Control Issues. Although Farallon will seek protective provisions, including, possibly, board representation, in connection with certain investments, particularly Special Investments, to the extent a Farallon Fund takes minority or passive positions in companies in which it invests, Farallon may not be in a position to exercise control over the management of such companies, and, accordingly, may have a limited ability to protect a Farallon Fund’s position in such companies. The day-to-day operations of such companies will generally be the responsibility of the companies’ management teams, and there is no assurance that they can operate the companies successfully. In these circumstances and others in which Farallon relies on information from corporate management, the Farallon Fund will also be subject to the risk of dysfunctional or fraudulent management and accounting irregularities. To the extent a Farallon Fund co-invests with third parties through joint ventures or other entities, such investments may involve risks such as dysfunctional third-party management, increased costs, greater illiquidity and investors with conflicting interests or investment objectives. There also may be the possibility that a third-party co-venturer may have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Farallon Fund, or may be in a position to take (or block) action in a manner contrary to the Farallon Fund’s investment objectives. Moreover, compensation arrangements with respect to such co-ventures may reduce the returns to participants in the investments. Investments with Third-Party Subadvisers. Farallon Funds have invested and may invest in funds, vehicles or other entities managed by third-party subadvisers. Among the principal risks inherent in a Farallon Fund investing in such funds managed by third-party subadvisers are the restrictions imposed on the asset allocation flexibility and risk control capability of Farallon as a result of third-party management and/or limited liquidity of such funds. A Farallon Fund may be unable to redeem its capital from a fund managed by a third-party - 55 -

subadviser due to contractual or other restrictions for some months after Farallon has determined that the strategy being implemented is no longer attractive. Further, participating in such structures may at times result in higher expense to a Farallon Fund. Third-party subadvisers may trade wholly independently of one another and may at times hold economically offsetting positions from each other or the relevant Farallon Fund, which would diminish a Farallon Fund’s ability, considered as a whole, to achieve any gain or loss despite incurring expenses. Additionally, since a Farallon Fund typically does not have full transparency with respect to the trading activities of third-party subadvisers, it will be limited in its ability to hedge its exposure or to prevent concentration of its assets within the same issuer, asset or asset class, industry, section, strategy, currency, country or geographic region. Further, the Farallon Fund may be limited with respect to its ability to monitor third-party subadvisers, including their adherence to their respective trading and risk guidelines (if such guidelines exist), or with respect to potential or actual fraud. Highly Leveraged Companies. Investments in equity and debt of highly leveraged companies involve a high degree of risk. Some of the companies in which the Farallon Funds invest may use leverage, which will increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the conditions of such companies or their respective industries. For example, as a result of past financial crises, increased bank regulation and certain risk reduction by banks, companies that have historically relied upon borrowings from affected banks may face increased borrowing costs or an inability to finance their key operations or to refinance outstanding debt obligations. Companies that use leverage may be subject to restrictive financial and operating covenants that may impact the implementation of their business strategies. Moreover, rising interest rates may significantly increase such companies’ interest expense, causing losses and/or inability to service debt levels. In the event any such company cannot generate adequate cash flow to meet debt service, or refinance debt, a Farallon Fund may suffer a partial or total loss of capital invested in the company, which, depending on the size of a Farallon Fund’s investments, could adversely affect the return on the capital of such Farallon Fund. To the extent a Farallon Fund extends a bridge or other interim financing to companies, the duration of such financing arrangements may come to exceed the Farallon’s initial expectations, and the financing may be outstanding on terms that do not adequately reflect Farallon’s original pricing of the risk of such financing. Contingent Obligations. From time to time Farallon Funds have and may incur contingent obligations in connection with an investment. For example, a Farallon Fund may purchase from a lender a revolving credit facility or loan obligation that has not yet been fully drawn or funded or may agree to backstop a bank syndicate or other participant’s financing commitments to fund a merger or acquisition. If the borrower subsequently draws down on the facility, a Farallon Fund would be obligated to fund the amounts due, and may need to sell securities to satisfy the funding obligations at prices that may not be favorable. A Farallon Fund may also enter into agreements pursuant to which it agrees to assume responsibility for default risk presented by another party, and may, on the other hand, enter into agreements through which other parties offer default protection to a Farallon Fund. For example, as Farallon Funds generally invest in respect of common investments, counterparties may require one or more such Farallon Funds to guarantee, or provide other credit support to, related - 56 -

obligations (including equity-related liabilities), including, in certain respects, singularly or jointly and severally. In such a situation, the Farallon Funds may provide cross-indemnities or similar agreements in respect of any such guarantee or credit support. In such a case, if a Farallon Fund fails to meet its underlying obligation and defaults, a lender, agent or any other relevant party may exercise remedies against another Farallon Fund to recover its losses, such as making a claim under a guarantee, and the relevant Farallon Fund may have limited recourse against such other Farallon Fund if it cannot meet certain indemnification obligations. Depending on the terms of any cross-collateralization with or among multiple investments and the performance of the underlying assets, it is possible that a Farallon Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a cross-collateralized or joint basis with other Farallon Funds, special purpose vehicles or other entities, but such Farallon Fund will not receive compensation for bearing such risks for other Farallon Funds or special purpose vehicles or other entities. Other contingent obligations incurred in the ordinary course of a Farallon Fund’s business, particularly in respect of its Special Investments, include commitments to fund joint venture equity at future dates or support equity-related liabilities, indemnities or guarantees, and representations, warranties or covenants upon sale or disposition. Unresolved claims, including threatened litigation against Farallon, its affiliates, or a Farallon Fund, or tax assessments or claims for unpaid taxes, are also a source of possible contingent liabilities. Contingent obligations may result in reserves and holdbacks upon an investor’s withdrawal or redemption and upon dissolution of a Farallon Fund, which may subsist indefinitely; in addition, a Farallon Fund may require investors to return to such Farallon Fund distributed capital and earnings if, on final dissolution and winding up of such Farallon Fund, such Farallon Fund’s property is insufficient to satisfy such Farallon Fund’s liabilities. To the extent that expenses or losses arise in connection with any such contingent obligation, including contingent obligations that relate to prior periods, they generally will be borne by such Farallon Fund and such expenses or losses may adversely affect the Farallon Fund and its current investors. Conversely, such Farallon Fund’s contingent claims, such as for coverage under insurance policies, may cause such Farallon Fund to hold positions indefinitely and prolong the incurrence of carrying costs for such investments. Investments That Cannot Be Sold; Uncertain Exit Strategies. With respect to certain Special Investments, Farallon is unable to predict what the exit strategy will ultimately be for any given position, or that one will definitely be available. A Farallon Fund that is structured as a designated-term private investment fund could acquire investments that (i) have either maturity dates which come to extend past the term of such Farallon Fund or no scheduled maturity date, (ii) Farallon believed could be exited prior to the end of the term of such Farallon Fund but for a variety of economic, legal, political or other reasons remain unsold at the end of such Farallon Fund’s term and/or (iii) require further funding (e.g., to meet margin calls or exercise warrants) after the end of term. At the end of the term of such a Farallon Fund, Farallon will have limited options with respect to such investments. It could sell such investments in the then-prevailing market or at a forced seller’s liquidation price (possibly failing to realize what it perceives to be the fair market value of such investment) or distribute such investments in kind to investors. If such investments are to be sold, there can be no assurance that there will - 57 -

be an active market in that particular investment at the end of the term of such Farallon Fund and therefore the price upon sale may be lower than it would be otherwise. If such investments were distributed to the investors in kind, there could be no assurance that the investors would be able to dispose of such investments at a reasonable price or at any price and such investments would need to be held by such investors for an indefinite period. For legal, tax, regulatory or other reasons, a Farallon Fund may make non pro rata distributions in kind to one or more investors. Equity Securities Generally. A Farallon Fund may invest in equity and equity-related securities either alone or as part of a package of securities (including debt securities) offered by a portfolio company. The equity markets are speculative and highly issuer-specific. The value of these securities generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Farallon Fund may suffer losses if it invests in equity securities of issuers whose performance diverges from Farallon’s expectations or if equity markets generally move in a single direction and a Farallon Fund has not hedged against such a general move. A Farallon Fund also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Mismanagement or misconduct by corporate officers can cause the complete loss of an equity investment, and the equity markets may be particularly susceptible to subjective investment factors and market sentiment. Common stock prices are directly affected by issuer-specific events, as well as general market conditions. In addition, in many countries investing in common stocks is subject to heightened regulatory and self-regulatory scrutiny as compared to investing in debt or other financial instruments. Preferred Stock. A Farallon Fund may invest in preferred stock, which may have characteristics of both debt and equity. Dividend payments to preferred stockholders may be suspended or cancelled if the issuer experiences liquidity difficulties and the principal paid for preferred stock is generally subordinate to the debt obligations of the issuer. Preferred stocks are generally not entitled to meaningful covenant protection. Some preferred stocks may be non-cumulative, which means that the issuer does not ever have to declare or pay dividends on the stock or make up any missed dividends. Consequently, investments in preferred stock carry significant risk of loss of principal and current income. Portfolio Turnover. In view of the fact that certain Farallon Funds’ investment programs includes active trading, the turnover of such Farallon Funds’ portfolio and brokerage commissions from time to time may be substantially greater than the turnover and brokerage of other types of investment vehicles. Such increased turnover and brokerage commissions may have an adverse effect on the performance of such Farallon Funds. Cybersecurity Risk. As part of its business, Farallon processes, stores and transmits electronic information, including information relating to the transactions of the Farallon Funds and certain personally identifiable information of their investors and counterparties and Farallon’s employees, conducting significant portions of its business over electronic networks. Similarly, third-party service providers of Farallon or counterparties of the Farallon Funds process, store - 58 -

and transmit such information and/or conduct electronic transactions. There can be no assurance that the measures Farallon or its counterparties or service providers take to safeguard their systems and electronic information will provide protection. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage electronic data, networks or systems change frequently and may be either overtly disruptive, such as ransomware attacks, or may be difficult to detect for long periods of time. Hardware or software acquired or licensed from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information and network security. Network-connected services provided by third parties to Farallon may be susceptible to compromise and may also lead to a breach of Farallon’s electronic networks or systems. Farallon’s systems, networks or facilities may be susceptible to other breaches and outages, e.g., due to personnel error or malfeasance, government surveillance, utility shutdowns or other security threats. Breach of Farallon’s information systems or those of its third-party service providers or counterparties may allow third parties to, among other things, process unauthorized transactions on behalf of the Farallon Funds or cause information relating to the transactions and data of the Farallon Funds and personally identifiable and other sensitive information of its investors and counterparties and Farallon’s employees to be lost, disabled, degraded or improperly accessed, used or disclosed. If a counterparty or service provider fails to adopt or adhere to adequate data security policies or procedures, information relating to the transactions of the Farallon Funds or personally identifiable and other sensitive information of their investors and counterparties and Farallon’s employees may be similarly lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Farallon’s or the Farallon Funds’ data, proprietary information or systems may cause Farallon or the Farallon Funds to suffer, among other things, financial loss, business disruption, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Farallon Funds and their investors’ investments therein. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Farallon Funds invest, governmental and other regulatory authorities, exchanges and other market participants. Substantial costs may be incurred by Farallon and the Farallon Funds in order to maintain and improve their information infrastructure and to mitigate the risk of cybersecurity breaches in the future.

Affiliated Advisers Farallon provides administrative services and discretionary investment management services to, and affiliates of Farallon serve as general partner and managing member to, various Farallon Funds. Farallon Capital Europe LLP, a UK limited liability partnership (“Farallon Europe”), Farallon Capital Asia Pte. Ltd., a Singapore company (“Farallon Asia”), Farallon Capital Asia (HK) Limited, a Hong Kong company (“Farallon Hong Kong”), Farallon Capital Japan LLC, a Japanese limited liability company (“Farallon Japan”) and Farallon Latin America Investimentos Ltda., a Brazilian sociedade limitada (“Farallon Latin America”), serve as exclusive subadvisers to Farallon. Collectively, these entities are referred to herein as the “Farallon Advisers.” The Farallon Advisers, excluding Farallon Europe, are subsidiaries of Farallon. The Farallon Advisers, including Farallon Europe as of April 1, 2025, are relying advisers and/or “related persons” of Farallon. All of the Farallon Advisers currently provide services exclusively for Farallon. Farallon Europe is also authorized and regulated by the UK Financial Conduct Authority (“FCA”). Farallon Europe has been authorized and regulated by the FCA since November 2004, and its firm reference number is 403306. Farallon Asia holds a capital markets services license to conduct the regulated activity of fund management under the Securities and Futures Act, Chapter 289 of Singapore (“SFA”). Farallon Asia has been registered with the SFA since November 2013, and its license number is CMS100356-2. Farallon Japan is an investment adviser licensed under Japan’s Financial Instruments and Exchange Law. Farallon Japan has been registered since April 2010, and its registration number is 2379. - 60 -

Farallon Latin America has been authorized by the Brazil Commissão de Valores Mobiliarios to act as a securities portfolio manager since October 2011. Farallon Hong Kong is licensed with the Hong Kong Securities and Futures Commission to conduct Type 9 (asset management) regulated activities pursuant to the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). The license ID number is BOB230. Throughout this Form ADV Part 2A, disclosure is made regarding risks related to Farallon’s management of the Farallon Funds and conflicts of interest related to among other things, the activities, ownership and relationships of Farallon and/or its affiliates. All such disclosures should be read also as applying to the Farallon Advisers’ sub-advisory operations with respect to the Farallon Funds and conflicts of interest related to, among other things, the activities, ownership and relationships of the Farallon Advisers and/or their affiliates. Certain Conflicts of Interest Among Funds As indicated above, Farallon manages several Farallon Funds, some of which have investment programs that are similar or substantially similar to one another. Farallon and its affiliates may have conflicts of interest in allocating their time and resources between the Farallon Funds, in allocating investments among the Farallon Funds, and in effecting transactions between the Farallon Funds, including funds in which Farallon and/or its affiliates may have a financial interest. Farallon and its affiliates, and their personnel, invest capital in the Farallon Funds and their capital interest in some Farallon Funds is disproportionate relative to their interest in other Farallon Funds. Farallon and its affiliates, and their personnel, generally are required only to devote so much of their time to each Farallon Fund’s affairs as Farallon determines is reasonably necessary in good faith. In addition, Farallon and its affiliates, and their personnel, generally are not prohibited by such Farallon Funds’ constituent documents from engaging in any other existing or future business if such activity does not materially interfere with the business of the Farallon Funds or conflict with their obligations under the Farallon Funds’ constituent documents. For example, Farallon, its affiliates or their personnel have held and may, in the future, hold capital interests in, Invested Managers and Underlying Funds (each as defined below). The Farallon Funds will not have any right to any income or profit derived by Farallon, its affiliates or their personnel, from any such employment or business activity. Future activities by such persons may give rise to additional demands on the time of such persons (and unforeseen potential conflicts of interest). Farallon and its affiliates serve as the general partner, director and investment manager, or in a similar capacity, for multiple Farallon Funds. The Farallon Advisers serve as exclusive subadvisers to Farallon and certain Farallon Funds. Farallon and its affiliates may also serve as general partners, directors, investment managers, sub-advisers or in a similar capacity to other private investment funds, including new funds that may invest alongside certain Farallon Funds, and may provide investment and other advice to other entities, including those invested in the Farallon Funds. Different Farallon Funds charge different management fees and incentive fees and/or allocations due to circumstances such as different contractual rates or loss recovery account balances. - 61 -

Although the Farallon Funds generally have similar or overlapping investment strategies and investment parameters, their investment programs differ due to, among other reasons, different mandates, various investment restrictions and types of investors. Farallon and/or its affiliates may give advice, and take action, with respect to any of the Farallon Funds which may differ from the advice given, or the timing or nature of action taken with respect to other Farallon Funds. Moreover, certain Farallon Funds will at times be limited in their ability to enter into certain trading relationships (for example, with derivative counterparties), which will at times limit such Farallon Funds’ ability to invest in certain securities or instruments, including certain hedging transactions. As a result, the investment returns of a Farallon Fund may be significantly different from those of other Farallon Funds. The portfolio strategies that Farallon uses for one or more Farallon Funds could conflict with the transactions and strategies employed by Farallon in managing other Farallon Funds and could affect the prices, rights and availability of the securities and other financial instruments in which those Farallon Funds invest. The Farallon Funds will at times have conflicting interests with respect to their investments, including with respect to selling objectives or exit strategies, taxes, performance, liquidity, timing, currency exposures and hedging and other objectives. The conflicting interests of individual Farallon Funds will at times relate to, or arise from, among other things, the nature of investments made by the Farallon Funds, fund ramp up or ramp down periods, investing in different layers of the capital structure, the structuring or the acquisition of investments, and the timing of disposition of investments. For example, certain Farallon Funds have sold and will, from time to time, sell securities or instruments that the other Farallon Funds hold and will, from time to time, continue to hold and/or purchase and vice versa. In addition, Farallon has purchased and are expected to in the future purchase on behalf of certain Farallon Funds instruments of an issuer which have a different ranking, priority or preference than the instruments of the same issuer purchased on behalf of other Farallon Funds, or whose interests are otherwise adverse. This may lead, as examples, to the debt of an insolvent issuer being held by one Farallon Fund while equity of the same issuer is held by another Farallon Fund or one Farallon Fund holding senior debt of an issuer while another Farallon Fund holds subordinated debt of the same issuer and the claims of the instruments against the issuer may be adverse to each other. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to an issuer. The involvement of such Farallon Funds at both the equity and debt levels could inhibit strategic information exchanges with fellow creditors. In certain circumstances, Farallon Funds may be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. These and other investments may be deemed to create conflicts of interest, particularly because Farallon and its affiliates may take (or decline to take) certain actions for some Farallon Funds, which may have an adverse effect on other Farallon Funds (including in connection with restructuring and reorganization situations). For example, in a situation where a Farallon Fund invests in debt securities of a portfolio company in which another Farallon Fund holds or acquires equity securities, questions may arise as to (i) whether payment obligations and covenants should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced, (ii) whether the debt financing was extended in order to - 62 -

benefit the Farallon Funds holding such equity securities, (iii) whether one investment was obtained in connection with, or as a quid pro quo for, the other investment, (iv) whether terms of the investments were negotiated independently at arms’ length, or (v) whether the terms of any work-out or restructuring or other concessions were negotiated independently at arms’ length. Decisions about what action should be taken in a troubled situation, including whether to enforce claims, whether to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and Farallon may be incentivized to act on behalf of one Farallon Fund to the detriment of another Farallon Fund. Similar questions may arise even if the relevant investments both consist of debt (for example where investments consist of senior debt, on the one hand, and structurally or contractually subordinated debt in the same or related issuers, on the other hand), or different classes of equity, or are made at different times or at different prices. As another example, in a situation where a Farallon Fund or a fund related to Farallon holds equity or debt securities of an issuer, including a significant amount of such equity or debt securities, and another Farallon Fund seeks to acquire or provide financing for the acquisition of equity or debt securities of the same issuer, including a significant amount of such equity or debt securities, for instance, as part of a privatization, questions may arise as to the history of the Farallon Funds’ holding of such equity or debt securities, whether Farallon has significant control or influence over such issuer or sought to cause a solicitation of bids, whether there are other participants in the proposed acquisition and their roles, whether the acquisition could be seen to be arranged for the benefit of the existing equity or debt position, or for the benefit of the acquiring consortium, and the appropriate terms and price for the acquisition, among others. In the event that a Farallon Fund has a controlling or other substantial position in an issuer, it may have the ability to elect, or influence the appointment of, some or all of the board of directors of such an issuer or otherwise have a significantly influential position over the issuer, thereby controlling or influencing the policies and operations of the issuer, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a Farallon Fund may have the ability to determine, or influence, the outcome of operational matters of the issuer and to cause, or prevent, a change in control of such a company. Such management and operational decisions will, at times, be in direct conflict with the objectives of certain Farallon Funds or other funds related to Farallon that hold securities of, or are considering investments in, the same issuer (e.g., a Farallon Fund or other fund related to Farallon that is engaged in a privatization transaction of an issuer in which another Farallon Fund holds a substantial position). Investments by more than one Farallon Fund in an issuer also raise the risk or appearance of the risk of using assets of a Farallon Fund to support positions taken by other Farallon Funds, or that a Farallon Fund may remain passive in a situation in which it is entitled to vote. In these, and other scenarios, Farallon may, in its discretion, seek to manage actual and/or apparent conflicts of interest through a variety of measures including by considering procedural safeguards such as the roles and involvement of the issuer’s board of directors or governance committee, other members of the acquiring consortium or financial advisors, relevant regulatory protections or consulting with other third-party experts, ad hoc committees,

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advisors, Farallon’s legal and compliance department or other non-conflicted personnel to evaluate and analyze specific issues. If additional capital is necessary or desirable to finance growth or other opportunities of an issuer, or as a result of financial or other difficulties, the Farallon Funds may or may not provide such additional capital, and, if provided, each Farallon Fund will supply such additional capital in such amounts, if any, as determined by Farallon consistent with its allocation procedures. In the event one Farallon Fund is unable to fund its share of additional capital (e.g., in the event such Farallon Fund does not have sufficient available capital), another Farallon Fund may fund more of such investment. In such event, one Farallon Fund will gain greater exposure to investments in the issuer and the other Farallon Fund will have less exposure. The returns of certain Farallon Funds may be negatively impacted as a result of the foregoing, relative to other Farallon Funds participating in the same or related investments. There may be differences in timing of entry into, or exit from, an issuer for reasons such as differences in strategy or existing portfolio or liquidity needs. In addition, where more than one Farallon Fund invests in the same issuer, there can be no assurance that such parties will dispose of investments at the same time or on the same terms, for legal, regulatory, tax, investment mandate and similar reasons. Investments disposed of at different times will likely be disposed of at different valuations, and/or may be subject to different economic entitlements, and, as a result, a relevant Farallon Fund may realize different returns as compared to the same or a related investment held by another Farallon Fund. These variations in timing may be detrimental to a Farallon Fund. At the same time, if Farallon determines it is advisable for a Farallon Fund to exit an investment at the same time as another Farallon Fund, such Farallon Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments. In addition, investors will at times receive different consideration (for instance, investors in one Farallon Fund may receive cash whereas investors in another Farallon Fund may be provided the opportunity to receive distributions in-kind) which may impact the realized return ultimately received by each relevant Farallon Fund. In such circumstances described above, Farallon could take steps to mitigate the potential conflicts of interest between the various Farallon Funds, including causing a Farallon Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Farallon Fund may divest itself of an asset it otherwise may have retained, Farallon may establish information barriers, certain matters may be referred to an advisory committee or a third-party expert or advisor, or a Farallon Fund may only invest in securities in alignment with other Farallon Funds). Any such steps could have the effect of benefiting one Farallon Fund or Farallon at the expense of another Farallon Fund. The application of a Farallon Fund’s organizational and governing documents and Farallon’s policies and procedures are expected to vary based on the particular facts and circumstances surrounding each investment by two or more Farallon Funds in different classes of an issuer’s capital structure (as well as across multiple issuers or borrowers within the same overall capital structure) and, as such, there may be a degree of variation in the manner in which potential or actual conflicts are addressed. - 64 -

Further, as a result of Farallon’s and its affiliates’ relationships, Farallon or its affiliate has been and may, over time, be presented with serial investment opportunities with certain business groups, families or promoters; these investments have been particularly prevalent in developing markets such as those in Asia, but have also arisen in developed and other developing markets. A noteworthy feature of these relationships is that the Farallon Funds may invest in different companies across the business group structure, or make serial investments in the same or related companies, and that Farallon or its affiliate may be in simultaneous negotiations with such business groups regarding multiple investments held or to be made by different Farallon Funds in such companies. For example, a new investment opportunity may arise by virtue of a business relationship which may be allocated to Farallon Funds other than those Farallon Funds that participated in previous or existing transactions with the same company, or other companies in the group, and, as part of such new investment opportunity, an amendment, modification or waiver to an existing transaction may be made contemporaneously with such new investment. Farallon and its affiliates will determine, in their discretion, which Farallon Funds may or may not participate in any investments that involve different classes of instruments or securities in the same or related companies or that arise serially in the same or related companies, which might result in varying and conflicting rights amongst the participating Farallon Funds. In such cases, the participation by certain of the Farallon Funds in such investments may involve, for instance, such Farallon Funds contributing new capital or directly or indirectly effecting a refinancing that impacts other Farallon Funds which held or continue to hold other investments. Performance results will vary, perhaps substantially, among the Farallon Funds. Certain Farallon Funds or investors within certain Farallon Funds may have more favorable, or different, liquidity terms relative to one another. Trading activities, including as a result of withdrawals from and subscriptions to one Farallon Fund, could disadvantage another Farallon Fund. Investors in a particular Farallon Fund may not be offered the opportunity to invest in other Farallon Funds. To address these potential conflicts of interests in its material relationships, Farallon has adopted policies and procedures, including a Code of Ethics, allocation procedures and conflicts of interest guidelines. For a more detailed discussion of Farallon’s Code of Ethics, allocation procedures and approach to identifying, mitigating and managing conflicts of interest, please see Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading,” below. D.

Material Conflicts of Interest Relating to Other Investment Advisers

Farallon and its affiliates have established, or may in the future establish, relationships with certain subadvisers, investment funds and operating companies, partners and co-investors that could present conflicts of interest. Certain of these relationships are summarized below. Former personnel of Farallon or its affiliates, acting in an individual capacity independent of Farallon, may source certain investment opportunities and offer participation in such opportunities to Farallon and/or the Farallon Funds, in which Farallon and/or the Farallon - 65 -

Funds may determine to participate. Such former personnel may participate, as an agent or principal, in transactions related to Farallon Funds’ portfolio investments, including, for instance, such persons or their affiliates purchasing portfolio investments from the Farallon Funds. In certain cases, such former personnel may have an indirect interest in such portfolio investments through their interests in the relevant Farallon Fund (or associated general partner entity) and/or have an interest in a portion of the carried interest Farallon or their affiliates may receive related to the sale of the portfolio investments. The appearance of or potential for a conflict of interest between the interests of such persons and the Farallon Funds may arise as a result. For example, a potential conflict of interest may arise between the interest of a former Farallon person and the Farallon Funds if such person or a related entity has, or proposes to have, an independent financial interest in a company in which the Farallon Fund has a debt or equity interest or if such person or a related entity seeks to do business with a company, asset or counterparty in which the Farallon Funds may have a financial interest. The Farallon Funds may compensate a former Farallon person or other person for sourcing a transaction, or serving as an adviser or operating partner with respect to an entity, in which the Farallon Funds invest. The Farallon Funds have invested from time to time in funds managed by third-party subadvisers. Farallon, its personnel and its affiliates (but typically not the Farallon Funds) have acquired and may, in the future, acquire a passive minority interest in certain of these third-party subadvisers, or acquire such an interest in connection with the Farallon Funds’ investment in return for, among other things, strategic advice, financial support and/or support services. Farallon and its affiliates may have a conflict of interest in making allocations to, or other decisions in respect of, such third-party subadvisers in which they may own or acquire an interest. The Farallon Funds will have no interest in the fees earned by such third-party subadvisers. The Farallon Funds may be subject to additional asset-based fees and performance-based fees or allocations in respect of investments managed by third-party subadvisers which manage portions of the Farallon Funds’ investments on a discretionary basis. To address potential or actual conflicts of interest, Farallon, in its sole discretion, may reduce the amount of the management fee or incentive allocation or fee payable to it or its affiliate by the amount of any asset-based or performance-based fees or allocations paid or allocated to such persons, but may elect not to do so. Farallon, its affiliates and/or their personnel have held and may, in the future, hold capital interests in the management companies of other investment advisers (which, for the avoidance of doubt may be held indirectly through interests in other pooled investment vehicles) (“Invested Managers”), private investment limited partnerships, or other pooled investment vehicles advised or sponsored by Invested Managers, and/or other pooled investment vehicles advised or sponsored by other investment firms (such investment vehicles collectively with those advised or sponsored by Invested Managers, “Underlying Funds” and such investment firms, collectively with Invested Managers, “Third-Party Managers”). Personnel of Farallon may also serve as officers, managing directors, members of investment committees and in other formal or informal advisory roles for Third-Party Managers. For example, Eijiro Imai, a principal of Farallon Japan, serves as a Director and Co-Chairman of the investment services committee of Japan Innovation Investment Company (“J-INC”) an investment services firm - 66 -

headquartered in Japan). In addition, Mr. Imai and other personnel of Farallon hold economic interests in J-INC, including other personnel that will be involved in the decision-making process and transaction negotiation with J-INC on behalf of the Farallon Funds, and own interests in the Underlying Funds managed by J-INC. Third-Party Managers and Underlying Funds will likely have varied investment strategies and objectives, and it is expected that the investment strategies, objectives and/or investments of Third-Party Managers and/or Underlying Funds will from time to time overlap with those of the Farallon Funds. Accordingly, it is expected that Third-Party Managers and Underlying Funds may pursue, hold or have held investments similar to the investments made or intended to be made by the Farallon Funds, including certain investment opportunities that may represent appropriate investment opportunities for the Farallon Funds and investment opportunities in different layers of the capital structure than the investments made by the Farallon Funds. Third-Party Managers and/or Underlying Funds have no obligation to offer any investment opportunity to the Farallon Funds, and the Farallon Funds have no right to investment opportunities sourced by a Third-Party Manager or offered to or invested in by an Underlying Fund. As a result, in the event that an investment opportunity could be appropriate for one or more Farallon Funds and an Underlying Fund, there can be no assurance that the opportunity will be offered to the Farallon Funds, even in the event certain personnel of Farallon are aware of the sourcing of such opportunity by the Third-Party Manager and/or Underlying Fund. Third-Party Managers and Underlying Funds will from time to time invest in similar industries and sectors, or in the same portfolio investments as the Farallon Funds and there may be situations in which a Third-Party Manager and/or Underlying Fund invests in the same issuer as the Farallon Funds at the same or different levels of an issuer’s capital structure. In other instances, an Underlying Fund could purchase securities from, or sell securities to, the Farallon Funds. In addition, it is possible that the Farallon Funds will from time to time compete with a Third-Party Manager and/or an Underlying Fund for the same investment opportunities, thereby reducing the available investment opportunity to the Farallon Funds. Such competition could also, under certain circumstances, adversely impact the purchase price of the Farallon Funds’ investments. In addition, the Farallon Funds may also from time to time pursue investment opportunities with Third-Party Managers and/or Underlying Funds. For example, the Farallon Funds anticipate in the future making co-investments alongside an investment made by an Underlying Fund. In such instances, the Farallon Funds may hold the same or similar instruments or rights as those held by an Underlying Fund, however, the Farallon Funds could also hold different instruments or rights than those held by an Underlying Fund. Further, such co-investments may be made at the same time or at different times and on the same or different terms as investments made by the Underlying Fund. For example, certain Farallon Funds may invest in debt securities related to the financing of a leveraged buyout or other acquisition sponsored by an Underlying Fund, where such Underlying Fund may hold equity interests in or serve as a lender, to a portfolio company of an Underlying Fund. In addition to co-investment transactions, certain Farallon Funds may from time to time enter into other transactions, such as the purchase or sale of securities or instruments, with such Underlying Funds. Farallon has established policies and procedures to address conflicts of interests related to transactions with Underlying Funds. In addition to conflicts of interest, it is possible that Farallon's association - 67 -

with such Third-Party Managers and Underlying Funds could subject Farallon and the Farallon Funds to additional regulatory requirements or scrutiny in the United States and in other jurisdictions where Farallon operates and in jurisdictions where the Third-Party Managers operate. Such transactions raise similar conflicts of interest to those described above in “Certain Conflicts of Interest Among Funds” and a Third-Party Manager and/or an Underlying Fund will at times take positions, give advice or provide recommendations that are different, and potentially contradictory to, those which are taken by, or given or provided by, Farallon on behalf of the participating Farallon Funds. As a result of their economic interests in ThirdParty Managers and Underlying Funds, Farallon and/or its affiliates and/or their personnel could directly or indirectly benefit from causing the Farallon Funds to invest alongside, or otherwise transact with, an Underlying Fund, and could be incentivized to choose a course of action that benefits a Third-Party Manager and/or an Underlying Fund and/or an Underlying Fund’s portfolio investment at the expense of the Farallon Funds. As a result of the foregoing, the Farallon Funds’ interests in an investment could be adversely affected by an Underlying Fund’s involvement in and actions related to such investment. See “Certain Conflicts of Interest Among Funds” and Item 11 below for more detail on the conflicts of interest present in transactions among and between Farallon Funds, and such conflicts of interest substantially overlap with the conflicts of interest present in transactions among and between Farallon Funds and the Underlying Funds that are managed by affiliated Third-Party Managers. For the avoidance of doubt, the term “Farallon Funds” in such disclosures should be read to include Underlying Funds that are managed by affiliated ThirdParty Managers, as applicable. From time to time, it is expected that Third-Party Managers and/or Underlying Funds will pursue a take-private, asset purchase or other material transaction with an issuer. Such transactions raise conflicts of interests, particularly in circumstances where the Farallon Funds are invested in the issuer and hold a substantial position in the issuer or can influence the issuer. For example, personnel of Farallon may have an interest in an Underlying Fund pursuing a take-private transaction in an issuer in which the Farallon Funds are invested, which transaction may benefit their personal investment in such Underlying Fund or Third-Party Manager, even when such take-private transaction may not be in the best interest of the Farallon Funds’ interest in the same issuer. Third-Party Managers or Underlying Funds have no obligation to take into account the interests of the Farallon Funds in connection with any such transaction. In connection with any such take-private transactions, personnel of Farallon may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Farallon Funds will not be free to act upon any such information, and, due to these restrictions, the Farallon Funds may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Farallon has established policies and procedures to address conflicts of interest related to take-private transactions. From time to time, Farallon may put into place an information barrier between itself and a third party, including J-INC, to restrict the transfer of investment information between or among - 68 -

personnel of Farallon and personnel of the third party, which will reduce communication between Farallon and such third party. Farallon and the Farallon Funds will not have access to, or the opportunity to benefit from, any such information from any party that is on the other side of an information barrier, and such restrictions may ultimately be detrimental to the Farallon Funds’ performance. In addition, any such information barrier may be adjusted or fully removed at any time. Additionally, from time to time, Farallon will put into place an information barrier between different teams within Farallon. In certain situations, including with respect to J-INC, Farallon is expected to permit an investment professional on one side of an information barrier to be wall-crossed and to participate in certain investment advisory activities involving a third party on the other side of the information barrier or vice versa. In these and other situations, to the extent an investment professional acquires confidential or material nonpublic information and in other circumstances in which Farallon otherwise receives sensitive information, in connection with such activities, the Farallon Funds could be restricted from trading certain securities. There can be no assurance that any information barriers or related policies or protocols will not adversely affect the ability of the Farallon Funds to effectively achieve its investment objective by unduly limiting the investment flexibility of the Farallon Funds and/or the flow of otherwise appropriate information between and among Farallon, personnel of Farallon, the Farallon Funds, J-INC, the Underlying Funds or another third party or its underlying funds. In addition, while information barriers are designed to restrict the flow of information between Farallon and other businesses, there can be no assurances that such barriers would not be breached, inadvertently or otherwise, including with respect to information regarding investment opportunities, investment pipelines and strategy, which could result in restrictions on the Farallon Funds’ investment activities. Farallon expects that one of its personnel will serve as a member of the investment services committee of J-INC and will assist J-INC and its Underlying Funds with their investment activities including with transaction sourcing, due diligence and negotiations (which will in certain circumstances involve such personnel of Farallon actively negotiating potential transactions for Underlying Funds managed by J-INC, including in scenarios where Farallon or the Farallon Funds are a counterparty). For the avoidance of doubt, in such role such personnel of Farallon will act solely on behalf of J-INC and its Underlying Funds and not on behalf of Farallon, although it is expected that there will be some circumstances where such personnel of Farallon recuse themselves from participation on the investment services committee of J-INC or otherwise from involvement with J-INC with respect to a specific transaction and instead act on behalf of Farallon. Such personnel’s involvement with, and assistance and support to, JINC may consume a disproportionate amount of such personnel’s time and attention, to the detriment of their ability to provide advisory services to Farallon and/or the Farallon Funds. In addition, in the course of any personnel’s interaction with J-INC and its personnel, Farallon’s personnel expect to share or receive and/or benefit from information, “know-how,” experience, analysis and data relating to, among other items, financial, industry, market, business operations, trends, budgets, customers, suppliers, competitors, financial information, commercial and transactional information, user data, cost data and related data or information. This information may, in certain instances, include confidential and/or sensitive information - 69 -

received or generated by J-INC and may not otherwise be publicly known or available. There can be no assurance that any such information can or will be used in a manner that benefits the Farallon Funds and Farallon, and J-INC personnel have no obligation to share such information with the Farallon Funds.

violations of the code of ethics promptly to the Chief Compliance Officer, and provisions requiring Farallon to provide a copy of the code of ethics, as it may be amended, to all supervised persons, with a requirement that they provide to the adviser a written or electronic acknowledgment that they have received the code of ethics. Farallon’s “supervised persons” consist of all employees, including managing members and managing directors (or other persons occupying a similar status or performing similar functions) and any other person who provides advice on behalf of Farallon and is subject to Farallon’s supervision and control. Under SEC requirements, certain provisions of the code of ethics apply only to Farallon’s “access persons”. For purposes of compliance with the code of ethics, Farallon has determined that access persons generally shall be deemed to include all Farallon supervised persons. In addition to the elements required by Rule 204A-1, Farallon’s code of ethics includes, among others, restrictions that generally prohibit its access persons from purchasing or selling debt or equity securities that are not subject to general permission (e.g. Treasury securities or certain mutual funds) or case-by-case permission exceptions. In addition, supervised persons must obtain pre-clearance before certain other actions including, but not limited to: making investments in private placements or private funds, serving on the boards of directors of any outside for-profit companies, receiving or offering gifts or entertainment worth a substantial monetary value from or to persons doing business with Farallon, or making contributions, payments or gifts to political candidates or parties. Investors may obtain a copy of Farallon’s code of ethics by contacting Farallon. As discussed in Item 10, Farallon and its affiliates at times will have potential and actual conflicts of interest with respect to the Farallon Funds and their investments. These conflicts - 70 -

of interest may be between or among the different Farallon Funds or between Farallon and its affiliates and the Farallon Funds. Farallon often resolves these conflicts of interest without input from disinterested third parties. Farallon has adopted policies, procedures and guidelines designed to minimize the occurrence of conflicts of interest, identify and analyze any conflicts that do arise, and ensure that any such conflict is appropriately managed. B. Securities in Which Farallon or a Related Person Has a Material Financial Interest It is not currently the practice of Farallon and its affiliates as principals to purchase securities for themselves from any client or sell securities they own to any client. In certain circumstances, however, Farallon and/or its affiliates have purchased, and in the future may purchase, securities or other instruments from a Farallon Fund or its investor (potentially at a discount) for its own account. For example, FPLLC has purchased, and may purchase, capital accounts consisting of illiquid investments from investors, some of whom have withdrawn from a Farallon Fund, with such investors’ consent. To the extent that these or other transactions may be viewed as principal transactions, including due to the ownership interest in the Farallon Funds by Farallon or its affiliates, Farallon also will comply with the requirements of Section 206(3) of the Advisers Act, including that Farallon will notify the respective Farallon Funds or relevant investors (or, depending on a Farallon Fund’s constituent documents, independent representatives) in writing of the transaction and obtain the consent of the respective Farallon Funds (or independent representatives, as applicable). Moreover, while it is not currently the general practice of Farallon to effect cross trades between or among the Farallon Funds, under certain circumstances, Farallon and its related persons have determined, and in the future may determine, that it is in the best interest of the Farallon Funds to effect securities trades, make distributions in kind or accept contributions in kind between or among the Farallon Funds, including in situations where doing so may minimize transaction and/or market impact costs. This has occurred and/or may occur, for example, in connection with the establishment, reorganization or liquidation of a fund or managed account, the rebalancing of portfolios or hedging positions between one or more Farallon Funds that employ similar, overlapping and/or complementary investment strategies, purchase and sale transactions between one or more Farallon Funds that employ similar investment strategies where Farallon and/or its related persons may determine such transactions to be in the best interest of such Farallon Funds, or the transfer of an investor’s interest in one Farallon Fund to another Farallon Fund. In circumstances in which a Farallon Fund may purchase or receive a distribution in kind of securities and instruments from another Farallon Fund, each party to the transaction may have conflicting price, performance, liquidity and timing objectives, and portfolio concentration or composition may be impacted for such Farallon Funds. To address potential or actual conflicts of interest, Farallon and its affiliates will not receive any brokerage or transaction fees related to these transactions and will seek to effect these transactions based on current available independent market prices and consistent with Farallon’s best execution, valuation and other procedures. If Farallon were to effect cross trades or principal transactions between or among the Farallon Funds and/or Farallon or its related persons, Farallon and its related persons would have potentially conflicting interests and duties, performance objectives, ownership interests and - 71 -

compensation arrangements with respect to each participating Farallon Fund. Such potential conflicts of interests would be reviewed and approved pursuant to conflicts of interest guidelines adopted by Farallon and such other policies, procedures and guidelines established to identify, mitigate and manage conflicts of interest. Farallon may, in its sole discretion, select one or more persons, who will not be an affiliate of Farallon, to serve on a committee, the purpose of which is to consider and, on behalf of the Farallon Funds, approve or disapprove, to the extent required by applicable law or deemed advisable by Farallon, in its sole discretion, principal transactions and certain other relatedparty transactions involving potential conflicts of interest. The Farallon Funds may enter into an agreement such that the person(s) so selected may be exculpated and indemnified by the Farallon Funds in the same manner and to the same extent as Farallon and its affiliates are so exculpated and indemnified. Certain Farallon Funds have established, and in the future may establish, advisory committees made up of investor representatives or other non-affiliates to provide similar approvals and consents with respect to the applicable Farallon Fund. For administrative, tax, limitation of recourse, limitation of liability, regulatory and other purposes, certain investments, including but not limited to Special Investments, are often made in or through equity or debt investments in one or more special purpose vehicles (“Special Purpose Vehicles”). In one common structure for Special Investments, a Special Purpose Vehicle controlled by Farallon will be formed in which the Farallon Funds invest side-by-side. The Special Purpose Vehicle may make the investment in an operating entity or asset, such as a bank loan, directly, or by investing in other Special Purpose Vehicles, which invest in an operating entity or asset. An investment ultimately may be made in an existing operating company or asset, or in a newly formed joint venture with a local operating partner or management team which will control and manage the business or asset on a day-to-day basis. Farallon typically will retain direct or indirect control of, or vetoes or minority protections in respect of, the economics and business strategy of the operating company or joint venture. The operating partners and management teams that may be retained in connection with such investments, as well as brokers, finders, investment bankers, consultants and other advisers, are not employees or principals of Farallon, and generally are compensated by the Farallon Funds, the Special Purpose Vehicles and/or the ultimate operating company with fixed and/or performance-based fees, profit allocations, salaries and/or options for their services, and not by Farallon. In certain circumstances, as Farallon may determine in its discretion, this may be the case even if such a party may have previously been or is simultaneously engaged by Farallon for the same service, or different services, as applicable, at Farallon’s expense, including in respect of a relevant investment, taking into account factors such as whether the investment is in a difficultto-access market or subject to exclusivity, or the party is highly qualified to manage, source, auction or dispose of the investment. Such expenses will at times be significant, and Farallon may be subject to a conflict of interest in determining whether such expenses should be borne by Farallon. The Farallon Funds may participate in discrete opportunities through joint venture arrangements or pooled investment vehicles with other investment managers (such as hedge - 72 -

fund managers or other asset managers) if Farallon determines that this is an advantageous way to access or manage the opportunity. The Farallon Funds may be subject to various costs and fees relating to such ventures, including on occasion additional performance-based or assetbased fees or allocations payable or allocable to the investment managers promoting or managing such ventures. Such fees and allocations may not be applied to reduce the management fee or the incentive allocation (or incentive fee, if applicable) payable to Farallon in the discretion of Farallon, considering factors such as whether the investment is in a difficult-to-access market or subject to exclusivity, or the third-party manager is uniquely qualified to manage the opportunity. In circumstances where Farallon determines that such factors are not present, to address potential or actual conflicts of interest, management fees and performance-based fees or allocations typically will be applied to reduce the management fee or the incentive allocation (or incentive fee, as applicable) payable to Farallon or its affiliate. Transaction or acquisition fees and other fees payable to such third-party managers are evaluated on a case-by-case basis considering factors such as whether the third-party manager provides valuable services, and generally will be borne by the Farallon Funds or the portfolio investment (not applied directly to reduce management fees or incentive fees or allocations to Farallon). From time to time, Farallon and/or a Farallon Fund have been and, in the future, may be required to obtain regulatory licenses in accordance with local law in order to pursue certain elements of a Farallon Fund’s investment program, as some jurisdictions may require local investments to be made through a duly licensed entity. For this reason, among others, it may be advisable or necessary for Farallon to set up affiliated management, finance or other companies to hold a license to conduct, or perform consulting or other services related to, such activities (each, a “License Company”). Farallon may allocate the opportunity to procure these licenses and invest in each License Company to one or more of Farallon, the Farallon Funds or any of their respective affiliates in its discretion. Farallon will determine the terms and conditions of investments into any License Company in its sole discretion. The ownership terms and conditions may include, among other things, that Farallon or its affiliates will operate a single License Company for the benefit of all eligible accounts and directly or indirectly own the residual equity value (if any) of a License Company along with the rights to control such License Company, even in situations where the capital of a Farallon Fund is used to finance the License Company’s business. The residual value of a License Company could potentially be substantial. Transactions, such as new equity issuances, shareholder loans or cross trades (actual or effective) between a License Company (or affiliates of a License Company) and affiliates of Farallon, including the Farallon Funds, may be deemed advisable by Farallon in its discretion. Farallon may, on occasion, purchase or sell on behalf of a Farallon Fund a security in a company in which a managing member or employee of Farallon or its affiliates or a related person has a position or role or enter into co-investments or joint ventures with such companies. Farallon or its affiliates have served and may, from time to time, serve as a director, on a creditors’ committee or in a similar capacity, with respect to companies, the securities of which are held by the Farallon Funds. Conflicts of interest may arise in connection with these - 73 -

relationships due to duties Farallon or its affiliates may have to such company or its stakeholders, or financial interests Farallon or its affiliates may have related to such companies. In the event that Farallon or an affiliate obtains material nonpublic information in connection with their activities on behalf of a Farallon Fund, or in connection with any of their other business activities, with respect to any such company, or are subject to trading restrictions pursuant to the internal policies of Farallon or such company, the Farallon Funds may be prohibited from engaging in transactions with respect to the securities or instruments of such company, which prohibition may have an adverse effect on the Farallon Funds. A member of any creditors’ committee, board of directors or similar body may owe certain obligations generally to all parties similarly situated that the committee, board of directors or similar body represents. Farallon and its affiliates typically join these boards in connection with an investment being made in the securities and instruments of these companies on behalf of clients; however, to the extent a Farallon Fund does not have an interest in such securities or instruments, such Farallon Fund may not realize the benefits, if any, of the activities giving rise to such restrictions. In addition, Farallon and its affiliates serve as director, general partner, manager, managing member, or in a similar capacity with respect to a number of the SPVs in which the Farallon Funds invest. Farallon may receive advisory fees, organization or success fees, servicing fees, directors’ fees, monitoring fees, introduction fees, consulting fees, origination fees, transaction fees, commitment fees, exit fees, placement fees, break-up fees and other similar fees from a portfolio company in connection with a Farallon Fund’s investment. The amount of such fees received by Farallon (in each case, net of any amounts necessary to reimburse Farallon for all previously unreimbursed out-of-pocket costs incurred by it in connection with generating such fees) will typically reduce dollar-for-dollar the management fees to be received by Farallon. C. Investing in Securities That Farallon or a Related Person Recommends to Clients Farallon and its affiliates and their employees may from time to time invest for their personal accounts in securities or instruments in which the Farallon Funds are also invested. Farallon and its affiliates may, on occasion, purchase or sell on behalf of a Farallon Fund a security in a company in which Farallon, its affiliates or employees or a related person has a position or role or enter into co-investments or joint ventures with such companies. Farallon may also recommend to the Farallon Funds securities or instruments in which it or its affiliates or their employees are already invested. Conflicts of interest may arise if Farallon, its affiliates or employees recommend a particular transaction because of a financial interest held by any such person in such securities or interests. As mentioned above in Item 11A., Farallon has implemented policies and guidelines relating to personal account trading by its employees, managing members and related persons designed to minimize the occurrence of conflicts of interest presented by trading activities, identify and analyze any conflicts that do arise, ensure that any such conflict is appropriately managed and ensure such trading activities are carried out in accordance with applicable law and regulatory requirements. For example, Farallon’s access persons are subject to Farallon’s personal trading pre-clearance policy, which is designed generally to (1) prevent access persons from transacting in certain securities of - 74 -

issuers at or about the same time that Farallon recommends the securities to the Farallon Funds and (2) also prevent transactions in securities in which the Farallon Funds are restricted from trading. D. Contemporaneous Trading Participation in specific investment opportunities is typically appropriate for one or more Farallon Funds based on investment objectives and guidelines and other factors. Farallon seeks to allocate investments on a fair and equitable basis based on Farallon’s allocation policies and procedures. Farallon’s allocation policies and procedures provide that purchases of investments by Farallon Funds that participate generally in the multi-strategy liquid investment strategies are made on the basis of “available capital” which, in general, is calculated by taking into account factors such as daily cash balances, available borrowings, leverage targets and/or limits, projected cash requirements for trade settlements, anticipated redemptions or withdrawals, confirmed capital subscriptions, unencumbered cash related to certain collateral or other capital requirements and commitments. Sale transactions generally will be allocated to the extent practicable pro rata according to the size of existing inventory. When determining the amount of available capital of the individual multi-strategy Farallon Funds designed for U.S. taxable and non-U.S. and certain tax-exempt investors, both cash and available margin borrowings will be considered; in the case of tax-exempt Farallon Funds that may not be able to enter into certain types of borrowings (or for which such borrowings are otherwise not appropriate), the available capital will not include such borrowings, but may include other types of borrowings or leverage for which such Farallon Funds may participate. In certain cases, when Farallon determines that pro rata allocation for purchases or sales is not appropriate under the particular circumstances (including as between one or more investors in a Farallon Fund), the allocation will be made based on other factors that Farallon deems appropriate, which may include those set forth below, and in a manner that it deems fair and equitable. Acquisition of Special Investments generally will be allocated to Farallon Funds eligible to participate in such Special Investments pro rata based on “available capital” at the time of initial investment. In general, “available capital” for Special Investments is calculated by taking into account factors such as available commitment for Special Investments, targeted or minimum allocation guidelines, investment objectives, concentration limits and sizing considerations, liquidity requirements or commitments (including follow-on reserves), undrawn capital commitment expirations and other considerations applicable to the eligible Farallon Funds. For sales of Special Investments, transactions generally will be allocated to the extent practicable pro rata according to the size of existing inventory. Where Farallon deems fair and equitable, Farallon may determine to allocate Special Investments on a basis that deviates from available capital, taking into account factors which may include those set forth below. In determining that pro rata allocation of securities is not appropriate, Farallon may consider such factors as it deems appropriate, which may include: formal Farallon Fund concentration limits; other risk and portfolio concentration considerations (e.g., Farallon Funds already having sufficient exposure to the securities, issuer or other counterparty, sector, geography or - 75 -

market in question); structuring considerations; Farallon Fund ramp-ups and ramp-downs; leverage considerations; access constraints (e.g., availability of leverage and counterparty relationships); different liquidity positions and requirements of the Farallon Funds; tax considerations; regulatory and legal considerations; investment objectives, including the relative risk, value-at-risk and risk-reward profiles of the investment and/or the relevant Farallon Fund, investment time horizons of the Farallon Funds and fund-specific limitations; minimum denomination/increment thresholds, avoiding odd-lots or de minimis allocations to one or more Farallon Funds or undue expense burdens relative to transaction size; trades executed on a formulaic basis to adjust hedges to existing positions; and potential conflicts of interest between or related to an existing portfolio position and the investment to be purchased or sold. In addition, certain Farallon Funds are subject to negative investment screens and are therefore not eligible for participation in those screened investments. Farallon has offered and may, in the future, determine to offer to investors in the Farallon Funds, personnel of Farallon or their affiliates or other parties the opportunity to participate in certain investments alongside the Farallon Funds. Typically, these opportunities relate to Special Investments made alongside the Farallon Funds that are eligible to invest in Special Investments; however, such opportunities may relate to non-Special Investments made alongside the Farallon Funds that are eligible to invest in such investments from time to time. These opportunities may be offered when Farallon determines there is “excess capacity” for such opportunities (e.g., where the opportunities are expected to exceed the expected capacity, concentration or other desired risk exposure for the Farallon Funds that would otherwise be eligible to invest in the opportunities). In addition, certain opportunities may be offered where Farallon determines doing so would otherwise be advantageous for such Farallon Funds (e.g., where a potential co-investor or additional capital can provide access to opportunities that would not otherwise be available to the Farallon Funds). In order to have capital available to meet these opportunities, Farallon has established strategy-specific funds for which Farallon has discretion to allocate excess capacity within such strategy (“Overflow Funds”). In addition, Farallon has offered co-investment opportunities (e.g., excess capacity opportunities for which investors have discretion to elect to participate in such investments). Generally, these co-investment opportunities are made through investment funds and accounts (“CoInvestment Funds”) which may invest in single co-investments or multiple co-investments; however, these may also be made through managed accounts or other vehicles. Farallon has organized a Co-Investment Fund composed of separate classes, each of which will invest in a particular co-investment, often at a particular sizing threshold. Farallon may identify investors to participate in each class of such Co-Investment Fund in its sole discretion as co-investment opportunities are available, and investors holding one class of interests corresponding to a particular co-investment will not have the right to participate in any other class of interests that the Co-Investment Fund may offer. Prior to allocating investment opportunities to Overflow Funds, Co-Investment Funds or other co-investors, Farallon will first evaluate the appropriate range of exposure for the other Farallon Funds that are eligible to participate in the investment opportunity by considering numerous factors, including those described herein and set forth in the relevant Farallon Funds’ constituent agreements, as well as other investment-specific factors. Farallon may determine - 76 -

to allocate some or all of the excess of such range to Overflow Funds, Co-Investment Funds or other co-investors. Typically, Farallon will allocate to Overflow Funds prior to seeking to offer the opportunity to Co-Investment Funds or other co-investors; however, Farallon may determine to allocate otherwise. Allocations amongst eligible Overflow Funds are generally made pro rata based on available capital of such Overflow Funds, but Farallon may consider other relevant factors, including those set forth above. Farallon has no obligation to offer any co-investment opportunities to any specific investor and the profits, if any, arising from any co-investment will be for the benefit of the co-investor (and not for any other Farallon Fund). Farallon will (i) identify suitable co-investors in its discretion based on factors which may include, but are not limited to, indicated interest, competitive factors, investable assets, ability of the potential co-investor to analyze, execute and fund co-investments quickly and efficiently, the potential co-investor’s strategic value or expertise, willingness to compensate Farallon and/or potential to provide the Farallon Funds with future investment opportunities; (ii) determine how much of a particular investment opportunity or a particular series, category or type of investment opportunity should be allocated to such co-investors; and (iii) negotiate any fee, incentive allocation or other amounts payable to Farallon, its affiliates or other entities by co-investors, in which the Farallon Funds will have no profit interest. Furthermore, Farallon and its affiliates have earned and may earn asset-based fees and/or performance-based fees or allocations (which may or may not be different than the fees and/or compensation received in respect of the Farallon Funds) in respect of such co-investments. Certain co-investors may be entitled to certain information, consent or other rights not generally available to, or may be subject to different funding obligations (including for expenses and follow-on investments) than, investors in the other Farallon Funds. A Farallon Fund’s proportionate share of certain fees payable by a portfolio company to such Farallon Fund and other Farallon Funds, or reductions in the management fee related thereto, may be lower in certain circumstances where co-investments are obtained and managed by Farallon. Overflow Funds generally receive allocations of eligible co-investment opportunities in a manner consistent with Farallon’s allocation policies and procedures, as periodically adjusted by Farallon in its discretion, taking into account, among other factors, timing considerations, portfolio risk and concentration, size of investment opportunity and capacity of such Overflow Funds. Co-Investment Funds may be offered the opportunity to participate in remaining balances of such investment opportunities, in such amounts as Farallon determines in its discretion, taking into account various factors, including those set forth in subclause (i) of the preceding paragraph. Farallon or its related parties may from time to time incur expenses related to investments that may be appropriate for co-investment participation. Although Farallon and such parties will seek to allocate such expenses on a basis that they consider equitable, these expenses may not be allocated in the same manner as if the investment were consummated with co-investors (that is, generally per available capital of all participating funds and accounts that would have participated in the proposed transaction). The Farallon Funds may bear a disproportionate share of certain early and broken deal expenses relating to potential investments for those

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Farallon Funds, in particular with respect to investments that are abandoned or terminated prior to definitive commitment and/or documentation on the part of a particular co-investor.

However, portfolio transactions for the Farallon Funds are allocated to brokers and dealers and other counterparties consistent with the fiduciary duty of best execution and in consideration of certain factors, including, but not limited to: broker’s or dealer’s quality or method of execution, reputation, financial strength and stability, willingness to execute the transactions, block trading capabilities, ability to commit capital, access to capital markets – underwritten offerings and secondary placements, overall cost of trade, nature of the security and the available market makers, desired timing of the transaction and size of trade, confidentiality of trading activity and client information, expertise in specific securities or sectors in which Farallon seeks to trade, access to company management and, to the extent applicable or appropriate, the provision of or payment by the broker of the costs of investment and trading research services which are of benefit to Farallon or the Farallon Funds. In addition to the considerations described above and consistent with the fiduciary duty of best execution and subject to applicable local regulatory restrictions, the selection of a broker (including a prime broker) to execute transactions, provide financing and securities and instruments on loan, hold cash and short balances and provide other services may be influenced by, among other things, the provision by the broker of access to company management, access to deal flow and access to research services. The Farallon Funds will generally pay for the provision of any “corporate access services” (as defined by the UK Financial Conduct Authority) by any broker or dealer to the extent doing so is required by Directive 2014/65/EU and associated and implementing legislation (including (without limitation) the UK’s onshored legislation relating to this Directive following the UK’s departure from the EU) (each as amended, “MiFID II”). MiFID II refers to the EU and U.K. regulatory frameworks which (as implemented by EU member states and UK domestic law) govern the organized trading of, and provision of investment services and activities in relation to, financial instruments, including (without limitation) with respect to transparency, trading, best execution, research and inducements. Farallon and the Farallon Funds have adapted to the requirements under MiFID II and continue to adapt to these requirements to the extent that they are applicable. MiFID II may be subject to further legislative and regulatory developments. In particular, the UK’s domestic implementation of MiFID II may be subject to change as it is repealed, - 78 -

replaced or amended (in whole or in part) following the cessation of the applicability of EU law in the UK, leading to possible divergence between the EU and UK MiFID II frameworks. These potential future developments could adversely affect the operations of Farallon and the Farallon Funds, and may reduce the ability for a Farallon Fund to engage in certain transactions. Research and Other Soft Dollar Benefits The commission rates (or dealer markups or markdowns arising in connection with certain types of riskless principal transactions) charged to the Farallon Funds by brokers may be higher than those charged by other brokers who may not offer such proprietary or third-party services, capabilities or characteristics as described above. Farallon intends, to the extent applicable under local regulatory restrictions, that the use of commission or “soft” dollars (including dealer markups and markdowns arising in connection with certain types of riskless principal transactions) for proprietary and/or third-party research or brokerage products or services will fall within the safe harbor for soft dollars provided under Section 28(e) of the Exchange Act. Generally, where a product or service obtained with commission dollars provides both research (and brokerage) and non-research (or nonbrokerage) assistance to Farallon, Farallon will make a reasonable allocation of the cost which may be paid for with commission dollars and Farallon will pay the remainder. In making good faith allocations of costs between research and non-research assistance, a conflict of interest may exist by reason of Farallon’s allocation of the costs of such benefits and services between those that primarily benefit Farallon and those that primarily benefit the Farallon Funds. Soft dollars are not intended to be used to pay for items not falling within the safe harbor (e.g., computer facilities used for accounting for the Farallon Funds). Consistent with Section 28(e), research or brokerage products or services obtained with “soft dollars” generated by one or more Farallon Funds may be used by Farallon to service one or more other Farallon Funds. The research or brokerage products and services provided to Farallon by broker-dealers generally may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, analysis of corporate responsibility issues and post-trade services or communication services related to executing, clearing and settlement of transactions. Such research services are received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, computer software, and meetings arranged with corporate and industry spokespersons, economists, academics and government representatives. Research obtained from brokers may be used to service all client accounts, including certain accounts that have not participated in the transaction generating the commission; all accounts that participate in a trade generally pay the same commission rate for the purchase or sale of the same securities and instruments at the same time. In general, Farallon does not seek to allocate soft dollar benefits to client accounts proportionately to the soft dollar credits the accounts generate. Brokerage firms generally will not charge Farallon a separate fee for - 79 -

proprietary research, brokerage and certain other services. While the continued provision of such services to Farallon is not conditioned on Farallon directing any particular level of transactions to these brokerage firms, such services are provided without separate charge in consideration of Farallon’s use of such brokerage firms to execute transactions for all client accounts. Farallon receives a benefit in this instance because Farallon does not have to produce or pay for such research products or services, and Farallon may have an incentive to select or recommend a broker-dealer based on Farallon’s interest in receiving such services rather than in Farallon’s clients’ interest in receiving the most favorable execution. Farallon’s procedures to direct client transactions to broker-dealers in return for soft dollar benefits include the following: traders distribute periodically a year-to-date commission report to investment professionals and portfolio managers; investment professionals and portfolio managers provide feedback through a formal evaluation process with respect to broker-dealers who have provided research services including, for example, broker-dealer sponsored conferences attended, meetings arranged and research reports. In limited circumstances and subject to local best execution requirements, Farallon may encounter situations when it may be beneficial to a Farallon Fund to execute OTC trades on an agency basis rather than on a principal basis. For instance, the use of a broker to effect an OTC trade may provide anonymity in connection with the transaction, a broker may have greater expertise or greater capability in connection with both accessing the market and executing the transaction or the total cost or proceeds may be more favorable to the Farallon Fund. In these circumstances (sometimes referred to as “interpositioning”), the broker used by Farallon may acquire or dispose of a security through a market-maker. These transactions may thus be subject to both a commission and a mark-up or mark-down. Farallon believes that the use of a broker in such instances is consistent with its duty of obtaining best execution for its clients. Brokerage for Client Referrals Farallon from time to time may participate in certain “capital introduction” programs organized or sponsored by certain prime or executing brokers to the Farallon Funds or affiliates of such prime or executing brokers, which programs may include the prime or executing brokers or their affiliates introducing Farallon to potential investors. Generally, neither Farallon nor the Farallon Funds compensate prime or executing brokers or their affiliates for organizing such programs, making such introductions or for any investments ultimately made by such prospective investors to any of the Farallon Funds; provided, that a Farallon Fund or Farallon may provide expense reimbursements with respect to certain capital introduction programs pursuant to applicable regulatory requirements. While such programs and introductions provided by a prime or executing broker or its affiliates may provide an incentive or influence Farallon in deciding whether to use such prime or executing broker in connection with brokerage, financing, trade execution or other activities of the Farallon Funds, Farallon will not commit to allocate a particular amount of brokerage to a prime or executing broker in any such situation.

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Directed Brokerage Not applicable. B. Order Aggregation Farallon and FPLLC are authorized (but not obligated) to combine, and do combine, purchase or sale orders on behalf of the Farallon Funds and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts. Trade Errors Pursuant to the exculpation and indemnification provisions of each Farallon Fund’s constituent documents, Farallon generally will not be liable to the Farallon Funds for any act or omission, absent bad faith, willful misconduct or gross negligence, and the Farallon Funds generally will be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Farallon Funds, absent bad faith, willful misconduct or gross negligence. As a result of these provisions, the Farallon Fund (and not Farallon) will be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, willful misconduct or gross negligence. Trading errors might include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of securities or instruments Farallon intended to trade; (ii) the sale of a security or instrument when it was intended to have been purchased; (iii) the purchase of a security or instrument when it was intended to have been sold; or (iv) the purchase or sale of the wrong security or instrument. Given the large volume of transactions executed by Farallon on behalf of the Farallon Funds, investors should assume that trading errors (and similar errors) will occur and that the Farallon Funds will be responsible for any resulting losses from trading errors and similar errors, even if such losses result from the negligence (but not gross negligence) of Farallon’s personnel. Such trade errors could result in substantial losses to the Farallon Funds. In determining whether Farallon’s personnel have satisfied the standard of care such that the Farallon Funds are responsible for a loss resulting from a trade error, Farallon will have a conflict of interest between its economic interest and the economic interest of the Farallon Funds. The determination of whether Farallon’s personnel have satisfied their standard of care will not be based solely on the conduct of the specific Farallon personnel with respect to the specific trade error at issue, but rather in the overall context of the control and compliance environment of Farallon as it relates to trading activity.

Farallon Funds’ portfolio managed by the Farallon Advisers. Position sizing and concentration analysis is initially performed by each Farallon or Farallon Adviser Investment Professional in respect of a particular position and is generally supervised by the respective Farallon Managing Member or Farallon Adviser principal. Investment committees also are convened to consider and approve investments in and material changes to certain strategy-specific fund investments and/or Special Investments. Farallon also has a Risk Management Committee, comprised of Mr. Giauque, the Managing Partner, the Executive Chair, the Head of Risk, the Chief Financial Officer, and one or more Investment Professionals who are Farallon Managing Members. The Co-Heads of Global Trading and the Chief Operating Officer also attend these meetings from time to time. The Risk Management Committee meets once every other month or more frequently when necessary to analyze investment risk exposure, and reviews the portfolio’s exposures and hedges, concentration, leverage, performance, and various metrics (e.g., beta, correlation, and various stress tests). Interim reviews may be triggered by unusual activity or special circumstances on a case-by-case basis. Farallon generally provides the following regular reports to investors in the Farallon Funds: (i) if applicable, the annual audited financial statements of the applicable Farallon Fund are sent to investors within 120 days, and in the case of FIH, within 180 days after the end of each fiscal year; and (ii) a report or statement on the affairs or performance of the applicable Farallon Fund is sent to all active investors monthly, quarterly or semi-annually, as applicable. Additional written information varies by Farallon Fund. Certain types of portfolio information or analysis may be available to certain investors in certain of the Farallon Funds that are not incorporated into Farallon’s regular reporting for such Farallon Funds. Such disclosure is based on Farallon’s determination of what information is appropriate to provide, is made on a strictly confidential basis and is subject to contractual restrictions on use. Reporting with respect to certain Farallon Funds is established pursuant to each fund’s constituent documents and may be subject to negotiation.

In addition, with respect to these Farallon Funds, Farallon has or will enter into a written agreement with an independent public accountant to conduct an annual surprise verification examination, as required by the Custody Rule. With respect to certain of the Farallon Funds that are pooled investment vehicles, such funds are generally subject to audit and deliver their audited financial statements to their investors within 120 days of the applicable fiscal year-end, and therefore Farallon is not required to comply with the account statement delivery and surprise exam requirements under the Custody Rule because it complies with the provisions of the socalled “Pooled Vehicle Annual Audit Exception”.

Although Farallon generally votes all proxies that it receives for the Farallon Funds, there may be times when Farallon does not vote proxies, provided Farallon determines that not voting is in the best interest of the Farallon Funds. In making such a determination, Farallon will consider various factors, including, but not limited - 83 -

to: (i) the cost associated with exercising the proxy (e.g., translation or travel costs); (ii) any legal restrictions on trading resulting from the exercise of a proxy; and (iii) whether Farallon has sold the underlying securities since the record date for the proxy. Farallon has developed procedures designed to address conflicts of interest that may arise between the interests of the Farallon Funds, on the one hand, and the interests of Farallon or its affiliates, on the other hand. Farallon may address matters involving such conflicts in a variety of ways including, if appropriate, delegating a voting decision for a proxy proposal to an independent third-party. Investors may obtain a copy of the Proxy Voting Policies and the proxy voting record relating to the Farallon Funds in which they have invested by contacting Farallon’s Investor Relations department.