Northern Right Capital Management, L.P.: investment adviser

Securities Act of 1933, as amended (the “Securities Act”)) are available only to persons who are “accredited investors” under the Securities Act, and only to persons who are “qualified purchasers” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Additionally, all investors must also be “qualified clients” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Funds are not registered as investment companies under the Investment Company Act. The Funds generally invest in publicly traded securities primarily of small to mid-cap issuers. Certain Funds employ a long/short strategy (the “QP Funds”) while other Funds employ a long only strategy (the “Long Only Funds”). The Funds’ “Limited Partners” are hereinafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds, the SMAs are subject to each such Client’s investment objectives and guidelines, as set forth in the Client’s respective “Offering Documents.” We do not tailor our advisory services to the individual needs of any particular investor in our funds or any particular client. Under certain circumstances, we may contract with a client or investor to adhere to certain risk and/or operating guidelines imposed by the client or investor. We would negotiate such arrangements on a case-by-case basis. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, we had approximately $552,751,994 in Regulatory Assets Under Management “RAUM”. All of these assets were managed on a discretionary basis.

In addition, the Firm or affiliate may be entitled to receive an annual performance allocation equal to between 10% and 20% of each limited partner’s allocable share of net profits. Performance allocations

are subject to a “high water mark” limitation and the terms and conditions set forth in the applicable governing documents for each Fund. The Firm in its sole discretion, may waive or modify the Management Fee or Performance Allocation for any Client. SMAs Management Fee With respect to each SMA client, we receive or may receive a management fee, payable either monthly or quarterly in arrears, equal to a percentage (typically from 0.5% to 2% per annum) of the market value of the Advisory Account (or each investment held in such Advisory Account) as of the end of each such month or quarter. Management fees charged with respect to SMA clients generally are negotiable based upon various factors, including, but not limited to, the size of the Advisory Account and the nature of the advisory services provided. With respect to certain Advisory Accounts, we do not charge or may not charge any management fee. Performance Allocation In addition, the Firm or affiliate may be entitled to receive an annual performance allocation equal to between 10% and 20% of each limited partner’s allocable share of net profits (if any) or upon the disposition of an investment held by an SMA Client. Performance allocations are subject to a “high water mark” limitation. Any performance allocation is subject to the terms and conditions set forth in the applicable governing documents for each SMA Client. The Firm in its sole discretion, may waive or modify the Management Fee or Performance Allocation for any Client. Other Types of Fees or Expenses The Funds The Funds will bear, or reimburse the Firm and/or the general partners for advancing, its own expenses to the maximum extent permitted by applicable law, including, without limitation, the following: (i) expenses related to the research, execution and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: third-party investment sourcing fees; consulting fees; expert fees; fees and expenses of and related to obtaining research, analytics and market data (including, without limitation, third-party data sources and any information technology hardware, software and data subscriptions (such as Bloomberg and FactSet) or other technology incorporated into the cost of obtaining such research and market data); due diligence expenses including, without limitation, consulting and appraisal fees; investment- and research-related travel expenses (consistent with the Firm’s travel policy); any outsourced trading provider fees; brokerage and prime brokerage fees, commissions and expenses (including the costs of negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other agreements with trading and financing counterparties); clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing costs; fees and expenses of proxy research and voting services; broken deal expenses; fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys, accountants and service providers who, in each case, provide services to the Funds or provide services to the Firm, the general partners or the Principal (on matters that would not have arisen but for their respective advisory relationships with the Funds); and expenses relating to engagement with a company irrespective of the outcome of such engagement, such as shareholder and management communication, soliciting proxies, hiring proxy advisory consultants, hosting shareholder forums, hiring public relations consultants and proposing or nominating directors or executives, including sourcing, recruiting, standby and indemnification and other expenses, regardless of whether the nomination is successful; (ii) organizational fees and expenses and fees and expenses incurred in connection with the offering and

sale of the Interests, including, without limitation, the following: the preparation and amendment of the Offering Documents; and fees and expenses of the Firm incurred in connection with “world sky” matters and private placement regimes, including the European Alternative Investment Fund Managers Directive, and Form D and blue sky and similar fees and expenses; (iii) operational expenses, including, without limitation, the following: fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations) in connection with the activities of the Funds, and facilitate and manage the order execution of securities or otherwise manage the Funds (such as portfolio management systems and order management systems); fees and expenses of thirdparty risk management products, models and services; third-party administrative fees and expenses, including fees and expenses of the administrator and any middle and/or back office service provider; fees and expenses of third-party professionals, including, without limitation, consultants (including the fees, and expenses related to the activities, of any compliance consultant, its archiving costs, and systems utilized for compliance (such as ComplySci, Global Relay or other such similar vendors)), valuation service providers, attorneys, accountants and tax preparers, and, for the avoidance of doubt, various fees and expenses of vendors and service providers that are or may be affiliated with or controlled by the Principal and his affiliates; third-party audit and tax preparation expenses; insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance (including directors and officers liability insurance and errors and omission insurance) covering the Funds, the general partners, the Firm and the principals, officers, employees, managers, partners, members, affiliates (in each case, even if such insurance covers conduct for which indemnity would not be available from the Funds); fees and expenses associated with director meetings and meetings of the Investors as a whole, including, without limitation, expenses related to the organization and conduct of such meetings (including, without limitation, travel, lodging and meal expenses), and director fees (including registration fees); costs of preparing and distributing reports and notices to Investors (including the development, implementation and maintenance of an investor electronic delivery site and/or system); entity-level taxes; fees and expenses related to compliance with applicable law and regulations in connection with the activities of the Funds, including, without limitation, any governmental, regulatory, licensing, filing, reporting or registration expenses, fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings for the Funds or the Firm, the general partners or the Principal on matters that would not have arisen but for their respective advisory relationships with the Funds, and any filings or reporting with respect to compliance with FATCA, AEOI (each as defined herein) or similar laws enacted in other jurisdictions, as well as any foreign tax regime registrations, tax filings and associated annual fees and expenses); and any fees and expenses related to compliance with anti-money laundering laws and regulations applicable to the Funds (including AML officer fees and expenses); and (iv) extraordinary expenses, including, without limitation, the following: the costs of any litigation or investigation involving the activities of the Funds (including attorney’s fees and investigative fees and expenses); the cost of settlements and indemnification expenses (including advances thereof) (for clarity, the Firm and the general partners are authorized to commit the Funds to potential indemnity obligations towards certain counterparties entering into agreements with the Funds for the provisions of services and otherwise); fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, restructuring, termination, winding-up or dissolution of any of the Funds. The Firm and/or the general partners may, in their discretion, waive their right to be reimbursed for any of the foregoing expenses for any period of time. Any such waiver will not require the Firm or the general partners to waive their right to be reimbursed for such expenses in the future.

SMAs In addition to management fees and/or performance-based fees, each SMA client generally bears all costs and expenses relating to the SMA’s investment activities, including but not limited to all brokerage commissions, transfer taxes and other brokerage and custodial fees and expenses relating to transactions in the SMA, together with SMA client’s proportionate share of any and all legal, accounting, consulting or other expenses incurred by us on behalf of the SMA relating to actions taken by us with respect to the SMA’s investments, including without limitation any such expenses relating to compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

Eligible investors and minimums for SMAs are specific to each such Client and are set forth in the applicable Investment Management Agreement for each such Client.

Methods of Analysis and Investment Strategies QP Funds The primary investment objective of the Funds is to achieve long-term capital appreciation through

primarily investment in publicly-traded securities. The Funds employ a long/short strategy which includes concentrated, best ideas approach utilizing a strong value orientation to invest in structurally mispriced high-quality businesses with misunderstood value drivers. With a bias toward small and midcap companies, the strategy targets mispricing across idiosyncratic secular growth opportunities that include special situation investments, and high distribution yield equities. The Firm’s “Growth Through a Value Lens” focus is a fundamental, bottom-up, valuation driven research discipline with a multi-year framework. The long portfolio is concentrated, on average, in 15 to 20 core positions, and the short portfolio consists of a combination of singe stock and thematic basket alpha shorts, as well as industry and index hedges. Long Only Funds The Long Only Funds’ primary investment objective is to achieve long-term capital appreciation through investment in publicly traded securities primarily of small- to mid-cap issuers. The Partnership employs a concentrated approach and invests in structurally mispriced high-quality businesses with misunderstood value drivers. The Partnership targets opportunities across three focal areas of structural mispricing: secular growth at a value price, special situations investments with a catalyst, and high yield equities. The Firm’s “Growth Through a Value Lens” focus is a fundamental, bottom-up, valuation driven research discipline with a multi-year framework. SMAs With respect to the SMAs, we may invest in a limited number of issuers or pursue investment strategies that are similar to those pursued with respect to the Funds while targeting different levels of risk. However, SMAs are managed in accordance with the terms, conditions, guidelines and limitations set forth in the applicable investment management agreements. Risk Management The firm attempts to manage risk through the quality of its investment process and monitoring certain metrics such as individual position size, aggregate gross and net portfolio exposure, and liquidity. Additionally, we monitor ownership percentage and on the short side we monitor short interest. These metrics in isolation and aggregate are reviewed daily and adjustments to the portfolio are made based on thoughtful discussions by the Investment team and ultimately at the discretion of the Portfolio Manager. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor or client should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Northern Right. Investment and Trading Risks Generally: All investments risk the loss of capital. No guarantee or representation is made that the Clients’ program

will be successful. The Clients’ investment program involves, without limitation, risks associated with limited diversification, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in the Clients’ activities. Certain investment techniques of the Clients may, in certain circumstances, substantially increase the impact of adverse market movements to which the Clients may be subject. In addition, the Clients’ investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally or in markets where the Clients invest its assets. The Clients’ methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Equity Risks: The market price of securities owned by the Clients may go up or down, sometimes rapidly or unpredictably. A risk of investing in the Clients are that the equity securities in its portfolio will decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The values of equity securities may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which the Firm believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Firm anticipates. As a result, the Clients may lose all or substantially all of its investment in any particular instance. Relative Value and Directional Investments: The Clients’ investment strategies depend on the Firm’s ability to accurately predict future price movements of securities or the convergence of market prices toward the theoretical values expected by the Firm. Any such attempt to predict future price movements is inherently risky and inaccurate. Often, price movements will be determined by unanticipated factors, and the Firm’s analysis of known factors may prove incorrect, in each case potentially leading to substantial losses to the Clients. Small and Medium Capitalization Companies: The Clients invest a substantial portion of its assets in the securities of publicly-traded companies with small to medium-sized market capitalizations. While such securities often provide significant potential for appreciation, the securities of certain companies, particularly smaller-capitalization companies, involve higher risks in some respects than do investments in securities of larger companies. For example, prices of small-capitalization and even medium-capitalization securities are often more volatile than prices of large-capitalization securities and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in the securities of some small-capitalization companies, an investment in those companies may be illiquid. Short Selling: The Clients’ investment portfolio may include short positions. Short selling involves selling securities which may or may not be owned and borrowing the same securities for delivery to the purchaser, with

an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in the price of a particular security to the extent that such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Clients engage in short sales depends upon the Firm’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Clients of buying those securities to cover the short position. There can be no assurance that the Clients will be able to maintain the ability to borrow securities sold short. In such cases, the Clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the security necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Highly Volatile Markets: The prices of financial instruments in which the Funds invest may be volatile. Price movements of the financial instruments in which the Funds invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. The Clients are subject to the risk of failure of any of the exchanges on which its positions trade or of its clearinghouses. In addition, governments from time to time intervene in certain markets, directly and by regulation, particularly in currencies, futures and options. Such intervention is often intended to directly influence prices and may, together with other factors, cause some or all of these markets to move rapidly in the same direction. The effect of such intervention is often heightened by a group of governments acting in concert. Investments in Unlisted Securities: The Clients may invest in unlisted securities of companies. Because of the absence of any trading market for these investments, it may take longer to liquidate, or it may not be possible to liquidate, these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on these sales could be less than those originally paid by the Clients. 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. In the event there is no trading market for these investments, the Clients values such investments based either on consistently applied objective standards, such as indications from unaffiliated brokers, an independent appraisal or in accordance with other procedures it deems reasonable. Convertible Securities: The Clients may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion

price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Clients are called for redemption, the Clients will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Funds’ ability to achieve its investment objective. Concentration of Investments and/or Risk Management Failures: The Clients invest in a limited number of small to medium capitalization companies and has no formal guidelines relating to diversification of its assets. As a result, the Clients’ portfolio generally is concentrated in a limited number of issuers, types of financial instruments, assets, industries, sectors, strategies, countries or geographic regions, and any such concentration of risk may increase losses suffered by the Clients. Limited diversification could expose the Clients to losses disproportionate to market movements in general. While the Firm generally attempts to control risks and diversify the Clients’ portfolio, risks associated with different assets may be correlated in unexpected ways, with the result that the Clients face concentrated exposure to certain risks. In addition, many other investment funds pursue similar strategies, which creates the risk that many Clients would be forced to liquidate positions at the same time, reducing liquidity, increasing volatility and exacerbating losses. Although the Firm attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Many risk management techniques are based on observed historical market behavior, but future market behavior may be entirely different. Any inadequacy or failure in the Firm’s risk management efforts could result in material losses for the Clients. Non-U.S. Investments: The Clients may invest in financial instruments of non-U.S. corporations and governments, including those in developing nations and emerging markets. Investing in the financial instruments of companies and governments outside of the United States involves certain considerations not usually associated with investing in financial instruments of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains or other income, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Funds’ investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, the Clients may be unable to structure its transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce the Clients’ rights in such markets. Corporate Debt: The Clients may invest in bonds, notes and debentures issued by corporations. These instruments may pay fixed, variable or floating rates of interest and may include zero coupon obligations. The Clients may invest in corporate debt instruments that have experienced or are contemplated to experience

ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. Credit ratings evaluate the safety of the principal and interest payments, not the market value risk of lowerrated instruments. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. It also is possible that a rating agency might not change its rating of a particular issue on a timely basis and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. Conversely, rating agencies may re-rate an instrument which could cause substantial loss as the ratings are downgraded. The Clients’ investments may experience significant credit rating volatility. In addition, the Funds may be paid interest in kind in connection with its investments in corporate debt and related financial instruments (e.g., the principal owed to the Funds in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, the Clients may experience substantial losses. Less Liquid Instruments: Under certain market conditions, such as during volatile markets or when trading in an instrument or market is otherwise impaired, the liquidity of the Clients’ portfolio positions may be reduced. In addition, the Funds may from time to time hold large positions with respect to a specific type of instrument, which may reduce the Clients’ liquidity. The Clients may be unable to timely dispose of certain assets, which would adversely affect the Clients’ ability to rebalance its portfolio or to meet withdrawal requests. In addition, such circumstances may force the Clients to dispose of assets at reduced prices, thereby adversely affecting the Clients’ performance. If there are other market participants seeking to dispose of similar assets at the same time, the Clients may be unable to sell such assets or prevent losses relating to such assets. Furthermore, if the Clients incur substantial trading losses, the need for liquidity could rise sharply while its access to liquidity could be impaired. In conjunction with a market downturn, the Clients’ counterparties could incur losses of their own, thereby weakening their financial condition and increasing the Clients’ credit risk to them. Default and Credit Risks: The Clients may invest in debt obligations of both government and corporate issuers. These financial instruments involve the risk that the obligor either cannot or will not fulfill its obligations under the terms of the financial instrument. The Clients also assume the credit risk to their brokers, custodians and other counterparties in connection with brokerage arrangements, derivatives and other contractual relationships. In evaluating credit risk, the Firm is often dependent upon information provided by the obligor, which may be materially inaccurate or fraudulent. Any actual default, or any circumstance that increases the possibility of such a default, could have a material adverse effect on the Clients. Interest Rate Risks: The Clients’ investment program may include investments in debt securities of government and corporate issuers. These and various other assets, as well as the Clients’ borrowings, subject the Clients to risks associated with movements in interest rates. For example, the Clients may be required to manage both curve risk, which is the risk that the slope of the yield curve will vary from the slope assumed in the Clients’ strategy, and credit spread risk, which is the risk that the spreads between yields of differently rated issuers will change in a manner that adversely affects the Clients' portfolio. Equity Swaps: The Clients may make use of equity swaps. A swap is a contract under which two parties agree to make periodic payments to each other based on the value of a security, specified interest rates, an index or the value of some other instrument, applied to a stated or “notional” amount. An equity swap is a customized derivative instrument that entitles the counterparty to certain payments on the gain or loss on the value of an underlying equity security. Equity swaps are subject to various types of risk, including

market risk, liquidity risk, counterparty credit risk, legal risk and operations risk. Hedging Transactions: The Clients may utilize financial instruments, both for investment purposes and for risk management purposes, in order to: (a) protect against possible changes in the market value of the Clients’ investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (b) protect the Clients’ unrealized gains in the value of the Clients’ investment portfolio; (c) facilitate the sale of any such investments; (d) enhance or preserve returns, spreads or gains on any investment in the Clients’ portfolio; (e) hedge against a directional trade; (f) hedge the interest rate or currency exchange rate on any of the Clients’ liabilities or assets; (g) protect against any increase in the price of any securities the Clients anticipate purchasing at a later date; or (h) for any reason that the Firm deems appropriate. Leverage and Liquidity Risks: The Clients have the power to borrow funds and may do so when deemed necessary or appropriate by the Firm, including to enhance the Funds’ returns and for cash management purposes. The Clients may borrow funds from brokers, banks and other lenders to finance its investing and trading operations, which borrowings may be secured by assets of the Clients. The use of such leverage can, in certain circumstances, maximize the losses to which the Clients’ investments may be subject. Any event that adversely affects the value of an investment would be magnified to the extent that a particular asset or the Clients as a whole is leveraged. The cumulative effect of the use of leverage by the Clients in a market that moves adversely to the Clients’ investments could result in a substantial loss to the Clients, which would be greater than if the Clients were not leveraged. Leverage may be achieved through, among other methods, direct borrowing and purchases of securities on margin. The access to capital could be impaired by many factors, including market forces or regulatory changes. The purchase of options generally involves little or no margin deposit and, therefore, will provide substantial leverage. Accordingly, relatively small price movements in these financial instruments may result in immediate and substantial losses to the Clients. In addition, the Clients will have unlimited discretion to use derivative instruments, which generally provide the economic equivalent of leverage by magnifying the potential gain or loss from an investment. Fixed Income Securities: The Clients may trade in bonds and may trade in other fixed income securities of U.S. and non-U.S. issuers, including, without limitation, bonds, notes and debentures issued by corporations, or debt securities issued or guaranteed by a sovereign government or one of its agencies or instrumentalities. Fixed income securities pay fixed, variable or floating rates of interest. The value of fixed income securities will change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of credit worthiness, political stability or soundness of economic policies. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). The Clients may trade in fixed-income securities which are not protected by financial covenants or limitations on additional indebtedness. In addition, evaluating credit risk for foreign debt involves greater uncertainty because credit rating agencies throughout the world have different standards, making comparisons across countries difficult. “High Yield” Securities: The Clients may invest in “higher yielding” (and, therefore, higher risk) debt securities. Such securities are generally considered to be below “investment grade” and 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 certain periods, there may be little or no liquidity in markets for these securities. Furthermore, it is likely that a major economic recession or financial crisis could have a materially adverse impact on the value of such securities. High yield securities 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 tend to reflect individual corporate developments to a greater extent than do higher rated securities, which react primarily to fluctuations in the general level of interest rates. The markets for high yield securities tend to be more volatile, less liquid and less active than those for higher-rated securities, which can adversely affect the price at which these securities can be sold and may make it impractical or impossible to sell such securities at times of market dislocation. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these securities. Call Options: The Clients may use a number of option strategies that are generally consistent with the Clients’ investment strategy. There are 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. If the seller of the call option owns a call option covering an equivalent number of shares with an exercise price equal to or less than the exercise price of the call written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. 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 buyer of a call option assumes the risk of losing its entire investment in the call option. Put Options: The Clients may use a number of option strategies that are generally consistent with the Clients’ investment strategy. There are 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 below the exercise price of the option. If the seller of the put option owns a put option covering an equivalent number of shares with an exercise price equal to or greater than the exercise price of the put written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. 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 investment in the put option. Derivatives Generally: Derivative instruments, or “derivatives,” include options, futures, swaps, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, financial assets, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark, financial asset, currency or index at a fraction of the cost of investing in the underlying asset. The Clients may seek to acquire derivatives for these or other reasons, however, there is no assurance that derivatives that the Clients wishe to acquire will be available at any particular times upon satisfactory terms or at all. The value of a derivative is frequently difficult to determine and depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with

derivatives trading. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement in the underlying asset can not only result in the loss of the entire investment, but may also expose the Clients to the possibility of a loss exceeding the original amount invested. Over-the-counter (“OTC”) derivatives generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The OTC market for derivatives is relatively illiquid. In the case of OTC derivatives contracts, the Clients are subject to the credit risk of the counterparty. The Clients may take advantage of opportunities with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the trading objective of the Clients and legally permissible. Special risks may apply to instruments that are invested in by the Clients in the future that cannot be determined at this time or until such instruments are developed or invested in by the Clients. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enables the Commodity Futures Trading Commission (“CFTC”) and the SEC to enact new regulations on certain OTC derivatives. Pursuant to CFTC regulations, certain OTC derivatives contracts (including certain interest rate swaps and certain credit default index swaps) are required to be traded on regulated trading platforms (i.e., swap execution and facilities) and cleared through registered clearing organizations subject to regulation by the CFTC. Such contracts are traded more like futures and options contracts, and parties to such transactions trade standardized contracts and face clearing organizations as contractual counterparties, rather than facing the credit risk of counterparties under individually negotiated bilateral OTC agreements. Currency Risks: The Clients will invest in securities and other instruments denominated or quoted in currencies other than the U.S. Dollar, as well as securities and other instruments of companies having substantial profits and/or revenues generated in non-U.S. currencies. In connection therewith, the Firm may hedge against the resulting currency exposure wherever economically prudent. However, changes in currency exchange rates and/or erosion of non-U.S. currencies will affect the value of the Clients’ portfolio and the unrealized appreciation or depreciation of investments. Additionally, such hedging transactions may include a credit component pursuant to which the Clients may be required to grant to its hedging counterparty a security interest in certain of its assets. Accordingly, in such a case, if the Clients defaults with respect to a currency hedging transaction, then the hedging counterparty could lay claim to an interest in such assets. Further, the Clients 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 the Clients at one rate, while offering a lesser rate of exchange should the Clients desire immediately to resell that currency to the dealer. The Clients will conduct its currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market. Purchasing Securities of Initial Public Offerings: The Clients may purchase securities of companies during their initial public offerings or shortly thereafter. Special risks associated with these securities may include a limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the companies and limited operating histories. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some initial public offerings may make it more difficult for the Clients to buy or sell significant amounts of shares without an unfavorable impact on prevailing market prices. In addition, some companies engaged 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. Exchange Traded Funds (“ETFs”): The Clients may trade in ETFs. ETFs are generally structured to invest in all or a representative sample of the securities that generally replicate the price and yield performance of an underlying market index or sector such as a broad stock market, industry sector, domestic or international equity or fixed income, or U.S. or foreign government bond. ETF shares are traded on stock exchanges and markets at open market prices that generally track the net asset value per share of the ETF. Direct issuances and redemption of ETF shares at the ETF’s net asset value per share only occur in large blocks (or creation units) transacted between the ETF and authorized institutional purchasers on an in-kind basis. An exchange traded sector fund may be adversely affected by the performance of that specific sector or group of industries on which it is based. International investments may involve risk of capital loss from unfavorable fluctuations in currency values, differences in generally accepted accounting principles, or economic and/or political instability in other nations and/or other factors. Although index-based ETFs are designed to provide investment results that generally correspond to the price and yield performance of their respective underlying indices, ETFs may not be able to replicate exactly the performance of the indices because of their expenses and other factors. ETF shares may trade at either a discount or premium to their underlying net asset value. The purchase or sale of ETF shares on the secondary market involves the payment of brokerage commissions, and the purchase and redemption of creation units involves other transaction costs and brokerage commissions. Investors in ETFs also directly bear the ETF’s costs associated with its payment of investment management fees and fees for administrative, custodial or other services and thus the Investors or Clients will indirectly incur an additional layer of fees and expenses. Index or Index Options: The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether the Clients will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Swaps: The Clients will trade swaps. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. Whether the Clients’ use of swap agreements will be successful will depend, in part, on the Firm’s ability to select appropriate transactions for the Clients. Depending on their structure, swap agreements may increase or decrease the holder’s exposure to, for example, equity securities, long-term or short-term interest rates, non-U.S. currency values, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. Swap transactions may be highly illiquid and may increase or decrease the volatility of the Clients’ portfolio. Moreover, the Clients bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. The Clients will also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure of the Clients to post or maintain required collateral. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Clients’ ability to terminate swap transactions or to realize amounts to be received under such transactions. Foreign Exchange Contracts: Pursuant to rules promulgated under the Dodd-Frank Act, many foreign exchange contracts will be deemed “swaps” under the U.S. Commodity Exchange Act, as amended, and therefore will be subject

to comprehensive regulation by the CFTC. CFTC rules will govern certain terms of such contracts, such as minimum margin requirements, among others, and dealers of such products will be subject to business conduct and reporting obligations. Foreign currency options (unless traded on a securities exchange), non-deliverable foreign exchange forwards, currency swaps and cross-currency swaps will be included in such regulation. The U.S. Treasury Department (the “Treasury”) has exercised its authority to exempt foreign exchange forwards and swaps from most CFTC regulation, although such transactions remain subject to certain CFTC reporting and business conduct requirements. As a result, foreign exchange forwards and swaps are not guaranteed by an exchange or clearing house and consequently, there are no requirements with respect to financial responsibility or segregation of customer funds or positions, which could expose the Clients to unanticipated losses. Forward Trading: The Firm will engage in forward trading on behalf of the Clients for hedging purposes. Forward contracts (including certain forward exchange contracts) and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Such forward trading is largely unregulated and currently daily price movements are not limited and speculative position limits are not applicable. The principals who deal in such forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration, which could result in substantial losses to the Clients. Purchase of Distressed Securities: The Clients may purchase securities and other obligations of companies that are experiencing significant financial or business distress, including companies involved in bankruptcy, reorganization or other liquidation proceedings. Although such investments may produce significant returns to the Clients, they involve a high degree of risk over a potentially lengthy period of time, and may provide less liquidity than many other investments. Investment in these types of securities requires sophisticated analysis and there can be no assurance that the Clients will accurately predict various factors that could affect the prospects of a successful restructuring. Many of these investments ordinarily remain stagnant until the applicable company reorganizes and/or emerges from bankruptcy proceedings, and, as a result, may have to be held for an extended period of time. The Dodd-Frank Act established the Orderly Liquidation Authority (the “OLA”), an insolvency regime for large, interconnected financial companies, including broker-dealers, whose failure poses a significant risk to the financial stability of the United States. The Clients may invest in such large, interconnected financial companies and therefore may face losses if such financial companies are put into receivership and then liquidated upon a determination by the U.S. Federal Deposit Insurance Corporation and the board of governors of the U.S. Federal Reserve. If a financial company becomes liquidated by the OLA, the Clients’ investments in such a financial company could be adversely affected. Unlike in bankruptcy proceedings, creditors, shareholders and contract counterparties will not have any input into, or advanced notice about, the liquidation or reorganization of the applicable financial company. Many of the procedural rules for the OLA have not yet been written, and it is unclear how financial companies that become subject to liquidation proceedings would be affected. Special Situations: The Clients will invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, take considerable time or result in a distribution of cash or a new security the value of which will be less than the purchase price to the Clients of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Clients may be required to

sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Clients may invest, there is a potential risk of loss by the Clients of its entire investment in such companies. Event and Risk Arbitrage: An event and risk arbitrage position is generally taken after a merger, tender offer, exchange offer or other transaction is announced, at which point the security has generally risen to a significant premium over the market price that prevailed prior to the announcement. The difference between the price paid by the Clients for securities of a company involved in an announced deal and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be small. If the proposed 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, usually to a level comparable to or below that which existed prior to the announcement and generally by more than the Clients’ anticipated profit. Further, the Clients will invest and trade in securities of companies which, although they are not the subject of an announced proposed merger or acquisition, are viewed as potential candidates for such a transaction. Either of these scenarios (non-consummation of an announced deal or non-consummation of an anticipated unannounced deal) can cause the Clients to suffer a significant loss with respect to any long positions that it has established in the relevant security. Similarly, with respect to any short positions, to the extent such positions have to be covered, the Clients could be adversely affected. Various events may occur which may result in a transaction not being consummated which could adversely affect the Clients’ position. Capital Structure Arbitrage: The Clients will invest based on capital structure arbitrage strategies. The success of any such strategies will depend on the Firm’s ability to identify and exploit inefficiencies in the pricing of credit risk within a company’s or sovereign’s capital structure. Identification and exploitation of market opportunities involve uncertainty. There can be no assurance that the Firm will be able to locate investment opportunities or to correctly exploit price discrepancies. A reduction in the pricing in efficiency of the markets in which the Clients will seek to invest will reduce the scope for the Clients’ involvement in these strategies. In the event that the perceived mispricings underlying the Clients’ positions fail to materialize, these strategies could be unsuccessful or result in losses. PIPE Investing: The Clients may from time to time make private placement investments in public companies (“PIPEs”). These are typically securities issued pursuant to Regulation D under the Securities Act to “accredited investors” such as the Clients. Generally, the issuer’s common stock is publicly traded on a U.S. securities exchange or listed on the over-the-counter market. However, the securities acquired by the Clients (in the case of equity or preferred securities) or the underlying securities (in the case of warrants, options, or convertible securities) typically are unregistered and subject to re-sale restrictions, but these securities may have registration rights which generally require the issuer to register them for re-sale by the Clients following the date of issue. Certain convertible securities issued in these privately negotiated transactions, however, may provide for registration at a date several months in the future. Often, the issuers of PIPEs will have unstable, fluid, or weak financial positions. As a result, PIPE investments made by the Clients may lose some or all of their value, which could cause losses to the Clients. PIPE strategies have historically been significantly more likely to be successful during periods of rising equity prices. In such conditions, not only is it easier to liquidate the equity acquired upon conversion of the Clients’ illiquid and restricted securities, but also the equity price may increase from the date of the conversion, increasing the profit of conversion. PIPE investing also involves making capital commitments to issuers without access to traditional capital markets in situations in which the bankruptcy of the issuer could result in a total loss of the investment and thereby result in losses to the Clients. Analysis of the financial condition of each issuer is an important component of determining

whether to make any such investment. Investments in Private Companies: The Clients may from time to time invest in private companies (i.e., companies without any publiclytraded securities). Investments in private companies are subject to various risks, including the illiquidity of the investment being made. The Clients may be unable to sell its interest in a private company because there may be no market for such interests. In addition, when investing in a private company, there is no market efficiency or testing in order to determine the correct price for interests in the company. Therefore, the Clients could pay more for interests in a private company than their intrinsic value. Typically, private companies will have very limited reporting obligations, so there may be limited or no information available to investors such as the Clients regarding, among other things, a private company’s business prospects and results of operations. Private companies frequently have less oversight from independent directors and regulatory agencies and have less seasoned management teams. Risks Associated with Early-Stage Growth Investing: The Clients expect to invest a portion of its assets in less established public companies. Investments in early-stage growth companies may involve greater risks than are generally associated with investments in more established companies. Early-stage growth companies tend to have lower capitalizations and fewer resources, and, therefore, are often more vulnerable to financial failure and in many cases will have experienced losses and negative cash flow. For example, these companies tend to experience unexpected problems in the areas of product development, intellectual property protection, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. Early-stage growth companies also may have shorter operating histories on which to estimate future performance and to evaluate the skill, judgment, and other relevant abilities of their management teams over varied circumstances. Moreover, early-stage growth companies generally will be dependent on the skills of a small number of executives and will be vulnerable to rapid changes in technology, fluctuations in demand for their products, competition from larger and more established companies, working capital needs, and other factors. There can be no assurance that an appropriate market will exist for the product of any early-stage company. Even if a company develops reasonable market penetration, there can be no assurance that the company will be profitable or that substantial losses will not occur. Alternative Data Risk: The Firm will employ so-called “alternative data,” which generally refers to data that is not the traditional exchange or accounting data that has been widely used by the mainstream investment industry. Risks associated with alternative data include the possibility of new legal and regulatory frameworks targeting the collection and use of the data or technological changes that may make the data less useful or available. There is also the possibility that the organizations providing alternative data may cease operations, change business models, or suffer temporary outages due to technical issues. Insider trading and “fair practice” laws are generally untested in this area. Investment decisions based on alternative data may be flawed for various reasons, such as incomplete, “dirty” or misunderstood data, or problems with the technology used to collect and analyze it. Side Letters: The Funds and the Firm may from time to time enter into letter agreements or other similar agreements (collectively, “Side Letters”) with one or more Investors that alter, modify or change the terms of the Interests held by such Investors. Side Letters may provide such Investor(s) with additional and/or different rights (including, without limitation, the Performance Allocation, Management Fees, Capital Contribution amounts, informational rights, capacity rights and other rights) than the other Investors. Except to the extent required by applicable law, the Funds are not required to notify any or all of the

other Investors of any such Side Letters or any of the rights and/or terms or provisions thereof, nor is the Funds required to offer such additional and/or different rights and/or terms to any or all of the other Funds. Notwithstanding the foregoing, under no circumstances may the Firm and a particular Investor enter into any Side Letter that would reasonably be expected to have a material adverse effect upon any other Investor, without the consent of the individual Investor affected thereby.

Drapkin’s proprietary ownership interest in Boardroom Alpha and his continuing role with respect thereto such that the general partner could be incentivized to cause the Clients to specifically engage Boardroom Alpha in certain circumstances over comparable service providers. Northern Right Capital Offshore Management, Ltd. and Northern Right Fund GP LLC each serve as a “General Partner” to certain funds and are affiliated under common control. Northern Right Fund GP LLC is an exempt Commodity Pool Operator under Rule 4.13(a)(3). Mr. Drapkin also is currently on the board of Great Elm Group (“GEG”), is a publicly traded, investment management company. GEG is a current investment in one or more Clients. Thus there is a material conflict of interest with respect to Clients’ positions with GEG given that Mr. Drapkin may have an interest in having a Client invest in such company, even if doing so would not necessarily be in the best interest of the Clients

Employees should not take inappropriate advantage of their position at the Firm.

Personal trading by access persons generally may be conducted only if with the prior written approval of the Chief Compliance Officer in each instance. Access persons generally are also required to obtain

the prior written approval of the Chief Compliance Officer prior to acquiring ownership of any securities issued in an initial public offering or securities issued in a private placement. Access persons are prohibited from engaging in “front-running,” which is the practice of trading in advance of client accounts. To prevent this practice, we closely monitor the investments made by our access persons. We maintain a “Restricted Record” with the names of issuers of securities about which we (or our access persons) have (or may be deemed to have) material, non-public information. Access persons generally are prohibited from trading securities on the Restricted Record (or any other securities to which the material non-public information relates), without the prior approval of the Chief Compliance Officer. The Chief Compliance Officer or designee periodically reviews access persons’ personal transaction and holdings reports in an attempt to confirm that each access persons is conducting his or her personal securities transactions in a manner that is consistent with the code of ethics. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.

Neither Northern Right nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors or Clients in selecting or recommending brokerdealers for the Clients. Best Execution In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the brokerdealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Research and Other Soft Dollar Benefits The Firm may use “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Clients’ trading activities, would be used to purchase brokerage and research services or products that would otherwise have been a Client expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act.

The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Directed Brokerage Northern Right determines the selection of broker-dealers for securities transactions of the Clients subject to the Firm’s policy to seek best execution for such transactions. Northern Right does not recommend, request or require that a Client direct it to execute transactions through a specified brokerdealer, nor does Northern Right permit a Client to direct brokerage. Trade Errors Northern Right’s “Trade Error Policy” provides that any Trade Error should be corrected as soon as possible following discovery of the Trade Error in accordance with the Firm’s policies and procedures. The Firm generally will seek to detect such Trade Errors prior to settlement and promptly correct and/or mitigate them. A Trade Error may not be resolved by reallocating the trade to another Client. Soft Dollar credits, if any, may not be used to pay for correcting Trade Errors. Aggregation of Orders Northern Right has multiple Clients with similar strategies, which can potentially benefit from aggregating orders. When the Firm purchases securities for more than one account, it will aggregate orders unless aggregation is not consistent with its duty to obtain best execution or aggregation is not consistent with the terms of the investment guidelines, investment objectives and/or restrictions for one or more of the Clients. Each Client that participates in an aggregated order will participate with the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the transaction.

We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. In addition, we provide (and may in the future provide) certain additional information and/or reports to certain clients and/or investors that is not distributed to other clients and/or investors.

Generally, clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request. With respect to the SMAs, we may accept authority to vote securities held by or on behalf of the SMAs clients. In such event, we vote proxy proposals, amendments, consents or resolutions in a manner that serves the best interests of the SMAs, as determined in our discretion, and in accordance with our proxy voting policy. The SMAs may obtain copies of our proxy voting policy, together with information regarding how we have voted past proxies, by contacting us. Depending on the applicable circumstances, we may vote one client’s securities differently than we

vote those of another client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, we may determine that it is in the client’s best interest for us to “abstain” from voting or not to vote at all and will do so accordingly. At times, conflicts may arise between the interest of a client, on the one hand, and the interest of either another client, us or their respective affiliates on the other hand in consideration of a proxy vote. For example, a vote could arise in relation to a single company that (i) has issued stock to a client with a buyout investment mandate, and (ii) has issued bonds or other debt instruments that are owned, in part, by a client that is permitted to invest in debt instruments. To address such potential conflicts, we follow the procedures outlined in our proxy voting policy. Our proxy voting policy requires that in all situations involving a potential conflict between two clients, the vote will be made without regard to our actual or anticipated compensation. We or a client may utilize a third-party service provider to assist us with the processing of proxy votes.