Mak Capital: investment adviser

MAK GP LLC, a Delaware limited liability company, serves as the MAK Master Fund General Partner. The MAK Feeder Funds and the MAK Master Fund are herein referred to collectively as the “Hedge Fund Investment Vehicles” or “Hedge Fund Clients”. Additionally, in July 2022, MAK began providing advisory services to MAK Capital Opportunities Fund I LP and MAK Capital Offshore Opportunities Fund I LP. Under this arrangement, MAK Capital Offshore Opportunities Fund I LP invests through and is a limited partner of MAK Capital Opportunities Fund I LP. MAK Capital Opportunities Fund I LP and MAK Capital Offshore Opportunities Fund I LP are herein referred to collectively as the “Opportunity Funds” or “Opportunity Clients”. MAK OPF GP LLC, a Delaware limited liability company, serves as the General Partner to the Opportunity Funds. The Hedge Fund Investment Vehicles and Opportunity Funds are herein collectively referred to as “Clients” or “Investment Vehicles”. The Clients are managed in accordance with each fund’s investment objectives, strategies, restrictions and guidelines, as described in their respective private placement memoranda (the “PPM”). MAK does not tailor advisory services to the individual needs of investors in the Hedge Fund Investment Vehicles or the Opportunity Funds, and investors in the Hedge Fund Investment Vehicles may not impose restrictions on investing in certain securities and other financial instruments or certain types of securities and other financial instruments. As of December 31, 2025, the Firm managed approximately US $1,988,789,923 of regulatory assets under management, all of which is managed on a discretionary basis.

Performance Allocation: 20% annually, subject to a high water mark The Management Fee and Performance Allocation are deducted from either a Hedge Fund Feeder Fund or Hedge Fund Master Fund (as described in each Feeder Fund’s PPM). The Management Fee is deducted on a monthly basis in advance, and the Performance Allocation is deducted annually at the end of each year. The Management Fee will be prorated for any period that is less than a full month. Fees are deducted and allocations are made from each Hedge Fund Investment Vehicles’ account. MAK’s fees are exclusive of brokerage commissions, transaction fees, custodial fees and other related costs and expenses which shall be incurred by Hedge Fund Clients and investors. At our discretion, fees and allocations may be subject to individual negotiation. The Hedge Fund Investment Vehicles are subject to fees, allocations and expenses as described in the applicable PPM. For brokerage practices see Item 12. The Opportunity Funds The Opportunity Funds are generally charged the following: a Management Fee on any called capital and (2) a Performance Allocation which is calculated based upon a percentage of the net capital appreciation of the investments, upon their maturity. Management Fee:

1.50% annually (0.125% quarterly)

Performance Allocation: 20%, subject to a high water mark The Management Fee and Performance Allocation are deducted from the Opportunity Funds (as described in each Opportunity Fund’s PPM). The Management Fee is deducted on a quarterly basis in advance and is only applied to called capital. The Performance Allocation is deducted upon the realization of investments and subject to a “clawback” provision as further described in Item 6. The Management Fee will be prorated for any period that is less than a full month. Fees are deducted and allocations are made from each Opportunity Fund account. At our discretion, fees and allocations may be subject to individual negotiation.

Michael Kaufman and/or employees of MAK currently serve on, and may in the future serve on, boards of directors of certain companies and receive compensation in connection therewith. Any compensation including, but not limited to, fees, stock options, and/or stock grants received by Michael Kaufman or any other MAK employee in connection with such service may be paid to such person in their individual capacity and any compensation may not reduce the Management Fee paid to MAK.

The Hedge Fund Investment Vehicles The Performance Allocation is subject to a “high water mark.” The “high water mark” feature prevents MAK from receiving a Performance Allocation as to profits that simply restore previous losses and is intended to ensure that each Performance Allocation is based on the long-term performance of an investment in the Hedge Fund Investment Vehicle. MAK, in its sole discretion, may waive all or any portion of the Performance Allocation with respect to an investor in Hedge Fund Investment Vehicle. Net asset value includes net realized and unrealized profits and losses. Performance based allocation arrangements may create an incentive for MAK to recommend investments which may be riskier or more speculative than those which would be recommended under a different arrangement. Such an allocation arrangement may also create an incentive to favor higher allocation accounts over other accounts in the allocation of investment opportunities. MAK has procedures designed and implemented to ensure that all Hedge Fund Clients are treated fairly within the limits of the investment constraints and objectives of each Hedge Fund Client, and to prevent this potential conflict from influencing the allocation of investment opportunities among Hedge Fund Clients. These procedures include, to the extent orders are aggregated, that orders are price-averaged. The Opportunity Funds MAK OPF GP LLC may be entitled to a performance allocation or carried interest of 20% of the net profits earned from all portfolio companies in the Opportunity Funds, with a catch-up on the preferred return, calculated on each investment. The preferred rate of return is 8% per annum on capital invested. MAK OPF GP LLC is subject of a “clawback” of carried interest previously received to the extent that MAK has received cumulative distributions in excess of amounts otherwise distributable to MAK by the Opportunity Funds as “carried interest.” In no event will MAK or its affiliates be required to restore more than the cumulative distributions received by MAK or its affiliates as “carried interest”, determined on an after-tax basis. In our discretion, fees may be subject to individual negotiation. No other hourly, flat or asset-based fees are charged to the Clients.

swaps, contracts for differences, investment partnerships, warrants, futures and other derivative financial instruments (collectively, "Financial Instruments"). Investments in Financial Instruments may be made on securities exchanges, overthe-counter and through privately negotiated transactions. Investments in commodities may be in physical commodities. We may hold both long and short positions in Financial Instruments and may employ leverage to enhance returns subject to regulatory limits and contractual limitations imposed by prime brokers and other lenders. Leverage may take the form of trading on margin, investing in derivative instruments that are inherently leveraged, and entering into other forms of direct or indirect borrowing. The principal investment strategies may include: (1) Capital Structure Investing. MAK generally pursues a fundamental value-oriented investing approach through investments in debt and equity securities and related derivative securities including, without limitation, in common, preferred and convertible securities, bank debt, debt and equity securities of high-yield and distressed issuers and warrants and derivative securities. (2) Equity Pairs Trading. MAK may pursue a relative value equity pairs trading strategy. An equity pairs trade may involve the simultaneous purchase of a security (or basket of securities) in an industry sector and short sale of a different security (or basket of securities) in the same industry sector, seeking to capitalize on a valuation disparity between the securities. When utilizing this strategy, MAK's view is not necessarily that one stock will go up and the other will fall but rather that one will outperform/underperform the other. (3) Special Situations. MAK may invest in special situations. A special situation investment may include investing in a company currently in, or expected to be subject to, bankruptcy, restructuring, operational turn-around, spin-offs or other similar corporate events. MAK may evaluate the potential effects of a corporate event on a company's valuation to identify potential value-oriented investment opportunities. These investments may be long or short and may generally not be hedged. (4) Macro-Oriented Investments: MAK may seek to capitalize on or respond to its interpretation of

the outlook for various macroeconomic factors through investments in commodities, currencies or other securities or investment vehicles or related derivative instruments. Such investments may be intended to hedge other parts of the portfolio against specific risks or macro factors, or may be independent investments in which MAK seeks to profit. Investors should note that the foregoing is not intended to be an exhaustive description of the relevant investment strategies nor a complete list of all investment strategies that may be employed by MAK. MAK cannot assure any of its investors or Hedge Fund Clients that its investment objective will be achieved or that losses on investments will be avoided. Investing in securities involves a risk of loss that investors should be prepared to bear. Investment Objectives of Opportunity Funds The Opportunity Funds seek to achieve long-term capital growth, generally through opportunistic investments in less liquid securities issued primarily by middle market companies headquartered predominantly in North America and Europe. The Opportunity Funds intends to take advantage of macro and fundamental opportunities based on an analysis of the risk-reward outlook given the particular market conditions at the time of an investment. Investments will include both distressed and non-distressed securities. Non-distressed investments will likely include situations where pricing anomalies, size or speed of investment, an activist opportunity or the perception of a particularly strong risk/reward dynamic provide a compelling investment opportunity. The Opportunity Funds investment activities in distressed securities will likely consist of two broad categories: debt or equity which has temporarily declined in value but is expected to rebound (toward par, in the case of debt), and debt which is expected to restructure, likely into equity or a combination of post-reorganization debt and equity. The Opportunity Funds will employ a fundamental, deep-value approach to investing, with a longterm investment horizon and an emphasis on downside protection and capital preservation. The Opportunity Funds expect to invest in a broad range of securities and other financial instruments, potentially including publicly traded and private equity (including preferred equity), equity derivatives such as convertible preferred shares and convertible bonds, investment partnership interests, exchange traded funds, corporate debt, high yield debt, leveraged loans, “rescue financing” opportunities, bank debt (including through assignment and participation), private debt (including related derivative securities), DIP loans, commodities, currencies, options, swaps, contracts for differences, warrants, futures, digital assets, and other securities where the Investment Manager believes there is a compelling risk/reward opportunity (collectively, “Financial Instruments”). Investments in Financial Instruments may be made on securities exchanges, overthe-counter and through privately negotiated transactions. The Opportunity Funds do not expect to employ leverage although it may invest in derivative instruments that are inherently leveraged, or other forms of indirect leverage incidental to particular investment. The Opportunity Funds will utilize multi-channel sourcing capability to identify those investment situations that are frequently misunderstood or mispriced by the market. The funds may take advantage of opportunities to purchase securities at a substantial discount to intrinsic value from holders looking to exit their current investment position. The fund’s multi-channel sourcing capability includes its dedicated in-house research, algorithmic screening, and an established network of secondary market and direct investment deal sources, including investment referrals generated from the Investment Manager’s multi-strategy hedge fund which has invested in stressed and distressed opportunities since its inception in 2002.

With regard to investment in credit opportunities, the Firm anticipates being involved with credit investing throughout all stages of the credit cycle, but being particularly active during distressed phases. The Opportunity Funds anticipate continuing to implement the distressed strategy employed by MAK Capital Fund LP, a multi-strategy hedge fund that is managed by the Investment Manager. That strategy focuses on developing a deep understanding of a variety of credits during normal times, allowing for time-sensitive investment decisions when liquidity emergencies arise. As part of its strategy, the Opportunity Funds will target companies with a stressed or distressed capital structure that likely will have to restructure or reorganize either in- or out-of-court due to excessive leverage, anticipated covenant defaults, insufficient earnings to cover current interest payments, an inability to meet or refinance maturing debt or other obligations, or current or longterm capital deficiencies. The Opportunity Funds favors investments in higher quality businesses where the financial distress is the result of overleverage or a downturn in an industry or economic cycle. In the early stages of a distressed cycle capital is deployed primarily in debt where the Firm believes the value of the underlying security, even in a severe downturn, exceeds the purchase price of the debt. During later stages of a distressed cycle the Firm frequently will seek to take advantage of debt securities that it believes will be equitized and offer significant upside but with more volatility. During more normal times, the Firm will invest opportunistically in debt securities where it believes the risk/reward ratio is particularly compelling. Depending on the scale of an investment opportunity and the potential to drive value through the restructuring process, the fund may engage in an activist strategy involving: • Accumulating an influential position in the fulcrum security at a significant discount to intrinsic value; • Assuming a leadership role in the restructuring process by joining the creditors committee; • Exchanging debt for equity and helping to negotiate a meaningful ownership stake in the reorganized equity; and • Working closely with the company post-restructuring through various means including membership on the company’s board of directors to seek to improve operating results, increase enterprise value, and achieve a profitable exit. Focusing on downside protection and capital preservation are fundamental investment tenets of both the Hedge Fund Investment Vehicles and the Opportunity Funds. The funds will strive to invest in a manner that will achieve superior risk-adjusted returns while preserving capital throughout the investment process and over the life of an investment. The Investment Manager will seek to achieve downside protection and capital preservation by: Investing in differentiated businesses with defensible market positions frequently at the trough of an industry or other cycle; Maintaining a conservative evaluation process which seeks to ensure each security is purchased at an appropriate discount to intrinsic value; Employing a process-driven sell/exit discipline to ensure investments are held for sufficient durations to realize the maximum upside balanced by the importance of monetizing positions when they approach full value.

Risk Factors Relating to the Hedge Fund Investment Vehicles The following are material risks involved in MAK’s investment strategy in relation to advising the Hedge Fund Investment Vehicles. This list does not purport to be a complete enumeration or explanation of the risks involved in such strategy. In addition, certain of these risk factors may also be applicable to the Opportunity Funds.

We may invest part of the Hedge Fund Clients’ assets in investments that either lack a readily assessable market value or should be held until resolution of a special event or circumstance. Certain of these and other investments may be very illiquid, and may not be able to be sold at prices that reflect our assessment of their value. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale and other factors. Furthermore, the nature of certain investments, especially those in financially distressed companies, may require a long holding period prior to profitability. To the extent permissible in accordance with an Hedge Fund Investment Vehicle’s governing documents, we may designate certain illiquid investments as “special investments.” If an investment is designated as a special investment, a withdrawing investor with an interest in a special investment will not receive any amount in respect of such interest until the related special investment is realized or deemed realized. In addition, regardless of whether an investment may be designated as a special investment, MAK may have difficulty selling illiquid securities and other investments, perhaps causing MAK to have difficulty in meeting redemption requests at certain times or in certain market conditions.

MAK’s hedge fund investment program involves selling short, in which a Hedge Fund Client account sells a security it does not own in anticipation of a decline in the market value of the security. Shorts that are not made “against the box” theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Under adverse market conditions, it may be difficult or impossible to purchase securities to meet short sale delivery obligations. Furthermore, a Hedge Fund Client account might have to sell portfolio securities to raise the capital necessary to meet its short sale obligations at a time when fundamental investment considerations would not favor such sales.

Derivative instruments, or “derivatives,” include futures, options, 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, currencies, commodities or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark, currency, commodity or index at a fraction of the cost of investing in the underlying asset. The value of a derivative 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, including liquidity risk and counterparty risk.

Investing in loans, securities traded over-the-counter, swaps, "synthetic" or derivative instruments, repurchase agreements, certain types of options and other customized financial instruments, and, in certain circumstances, non-U.S. securities, creates the risk of non-performance by the other party to the contract. This risk may include credit risk of the counterparty and the risk of settlement default. This risk may differ materially from those entailed in exchange-traded transactions that generally are supported by guarantees of clearing organizations, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly

between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default.

Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and certain foreign securities markets, potentially including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; and (iv) the extension of credit, especially in the case of sovereign debt.

MAK may leverage positions for the Hedge Fund Investment Vehicles by borrowing funds from securities broker dealers or others. Leverage increases both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the investments would be amplified. Interest on borrowings will be a portfolio expense of the Clients and will affect the operating results of the Clients. Investing in options and other derivatives provides significantly more market exposure than investing directly in the underlying asset. Accordingly, a relatively small adverse market movement 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. In addition, the value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof.

MAK’s investment program for the Hedge Fund Investment Vehicles will not necessarily be widely diversified. Accordingly, the investment portfolio of the Hedge Fund Clients may be subject to more rapid changes in value than would be the case if the Hedge Fund Clients maintained a wide diversification among companies, securities and types of securities.

Trading in commodity and futures contracts and options thereon are highly specialized activities that may entail greater than ordinary investment risks. Commodity futures markets are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events and changes in interest rates among others. In addition, because of the low margin of deposit normally required in futures trading, a high degree of leverage is typical of a futures trading account. Consequently, a relatively small price movement in a futures contract may result in substantial losses to the trader. Commodity futures trading may also be illiquid. Certain commodity exchanges do not permit trading in a particular type of future beyond certain set limits. If prices fluctuate during a single day’s trading beyond those limits – which conditions have in the past sometimes lasted for several days in certain contracts – the Partnership could be prevented from promptly liquidating unfavorable positions and thus be subject to substantial losses. Commodity options, like commodity futures contracts, are speculative, and their use involves risk. Specific market movements of the cash commodity or futures contract underlying an option cannot be predicted, and no assurance can be given that a liquid offset market will exist for any particular futures option at any particular time.

Risk Factors Relating to Opportunity Funds The following are material risks involved in MAK’s investment strategy in relation to advising the Opportunity Funds. This list does not purport to be a complete enumeration or explanation of the risks involved in such strategy. In addition, certain of these risk factors may also be applicable to the Hedge Fund Investment Vehicles.

The Opportunity Funds will invest and trade in bonds or other fixed income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) debt securities. Such securities may 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. Such securities tend to be highly volatile and illiquid. 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, and tend to be more sensitive to economic conditions than are higher rated securities. Companies that issue such securities often are highly leveraged and may not have available to them more traditional methods of financing. Any economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. The fund’s ability to realize significant appreciation in the value of such securities may depend upon the issuer’s ability to achieve a successful reorganization or restructuring. The risk inherent in such securities may be offset by hedging techniques, but this is not always the case. In some instances, hedging could compound the risk.

The tax accounting rules with respect to the timing and character of income and losses on investments in distressed debt instruments may result in adverse tax consequences. For instance, Limited Partners may be required to include in income accrued interest, “original issue discount,” and, potentially, “market discount” (each of which will be ordinary income), with respect to debt instruments held by the fund even though there is uncertainty as to whether such amounts and/ or the ultimate principal amount will ever be received by the fund. If an item of income is accrued and subsequently becomes uncollectible, the effect is a deduction, rather than the elimination of the accrual, even if the item becomes uncollectible in the same tax year that it is accrued. Accordingly, Limited Partners may be subject to character mismatches where the fund is required to accrue an amount of interest, original issue discount or market discount with respect to a capital asset which is subsequently sold at a loss. In addition, if a debt instrument held by the fund is modified, Limited Partners may be required to recognize gain as a result of the modification.

Investing in high yield debt securities involves risks which are greater than the risks of investing in higher quality debt securities. These risks include: (i) changes in credit status, including weaker overall credit conditions of issuers and risks of default, (ii) industry, market and economic risk, (iii) interest rate fluctuations and (iv) greater price variability and credit risks of certain high yield securities such as zero coupon and payment-in-kind securities. While these risks provide the opportunity for maximizing return over time, they may result in greater upward and downward movement of the value of the fund’s portfolio. Furthermore, the value of high yield securities may be more susceptible to real or perceived adverse economic, company or industry conditions than is the case for higher quality securities. Adverse market, credit or economic conditions could make it difficult at certain times to sell certain high yield securities held by the fund.

The Opportunity Funds may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing workouts, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or 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, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the fund 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 fund may be required to exit its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the fund may invest, there is a potential risk of loss by the fund of its entire investment in such companies.

The Firm may, from time to time, seek to be an active participant in the development or implementation of operating strategies of companies. There exists the risk in activist investing that the intended strategy for a particular company will be unsuccessful. Further, when securities are purchased in anticipation of influencing the future direction of a company, a substantial period of time may elapse between the Opportunity Funds's purchase of the securities and the anticipated results. Additionally, if the anticipated results do not in fact occur, the Opportunity Funds may be required to sell its investment at a loss. Moreover, there may be instances where the Opportunity Funds will be restricted in transacting in or redeeming a particular investment as a result of such strategy. Because there is substantial uncertainty concerning the outcome of transactions involving the target companies in which the Opportunity Funds may invest, there exists a potential risk of loss by the Partnership of its entire investment in such companies.

The Opportunity Funds may also attempt to build strong relationships with company management. In certain cases, the fund’s attempts to influence a company's management may result in the fund taking a seat on the company's board of directors. In such a case, there exists the risk that the fund will be restricted in transacting in or redeeming its investment in that company as a result of, among other things, legal restrictions on transactions by company directors or affiliates. Because there is substantial uncertainty concerning the outcome of transactions involving the target companies in which the fund may invest, there exists a potential risk of loss by the fund of its entire investment in such companies.

Moreover, it is possible that the fund may become involved in litigation (as either plaintiff or defendant) as a result of any activist activities. Litigation entails expense and the possibility of counterclaims against the fund and ultimately judgments may be rendered against the fund for which the fund may not carry insurance.

The Opportunity Funds may purchase warrants and rights. Warrants are derivative instruments that permit, but do not obligate, the holder to subscribe for other securities or commodities. Rights are similar to warrants, but normally have a shorter duration and are offered or distributed to shareholders of a company. Warrants and rights do not carry with them the right to dividends or voting rights with respect to the securities that they entitle the holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants and rights may be considered more speculative than certain other types of equity-like securities. In addition, the values of warrants and rights do not necessarily change with the values of the underlying securities or commodities and these instruments cease to have value if they are not exercised prior to their expiration dates.

As noted above, in certain instances it may not be possible to liquidate warrants held by the fund prior to the end of the Term and accordingly, the fund will continue and such assets will be liquidated by the Firm in an orderly manner following expiration of the Term.

To the extent that the Opportunity Funds own a controlling stake in, has representatives on a board of directors, or is deemed an affiliate of a particular company, it may be subject to certain additional securities laws restrictions which could affect both the liquidity of the fund’s interest and the fund’s ability to liquidate its interest without adversely impacting the investment’s price, including insider trading restrictions, the affiliate sale restrictions of Rule 144 of the Securities Act, and the disclosure requirements of Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, to the extent that affiliates of the fund, the General Partner or the Investment Manager are subject to such restrictions, the fund, by virtue of its affiliation with such entities, may be similarly restricted, regardless of whether the fund stands to benefit from such affiliate's stock ownership. Furthermore, where members of MAK Capital serve as directors of certain of the companies, they may have duties to persons other than the fund.

If the Opportunity Funds, alone or as part of a group acting together for certain purposes, becomes the beneficial owner of more than 10% of certain classes of securities of a U.S. public company or places a director on the board of directors of such a company, the fund may be subject to certain additional reporting requirements and to liability for shortswing profits under Section 16 of the Exchange Act. Furthermore, the fund may also be subject to similar reporting requirements in non-U.S. jurisdictions where it holds significant positions in the securities of public companies in such jurisdictions.

From time to time, the Firm may receive material non-public information with respect to an issuer of publicly traded securities (including in connection with a member of MAK Capital serving as a director of a public company). In such circumstances, the fund may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer.

Code of Ethics and Employee Investment Policy We have adopted a Code of Ethics and Employee Investment Policy that establish various procedures with respect to conflicts of interest including investment transactions in accounts in which employees of MAK or related persons have a beneficial interest or accounts over which an employee has investment discretion. In general, employees (and members of their immediate households) must obtain written preapproval from both the CCO and Michael Kaufman prior to executing a personal transaction in equity securities, fixed income products, ETFs, options, futures and most other securities and financial instruments other than money market funds or certificates of deposit. In addition, employees may not acquire securities for their own account in an initial public offering without the consent of the CCO. Employees must also obtain pre-approval from both the CCO and Michael Kaufman before engaging in any outside business activities or investing in private placements. All MAK employees must provide their brokers statements to the CCO on no less than quarterly basis, or alternatively make them available electronically. These records are used to monitor compliance with the foregoing policies. MAK’s Code of Ethics and Employee Investment Policy are available to Clients upon request. MAK or its employees may invest in the same securities or other financial instruments in which MAK invests on behalf of its Clients. Such practices present a conflict when, because of the information MAK has, MAK or its covered persons are in a position to trade in a manner that could adversely affect MAK’s Clients (e.g., place their own trades before or after trades for the Clients are executed in order to benefit from any price movements due to such trades). MAK’s Code of Ethics and Employee Investment Policy are designed to prohibit such trading, and contain policies and procedures designed to minimize any actual or potential conflicts.

We may from time to time speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers. These conferences and programs may be a means by which we can be introduced to potential investors or clients. Prime brokers generally are not compensated for providing such "capital introduction" opportunities. In addition, prime brokers may provide financing and other services to the Investment Vehicles. MAK may place portfolio transactions for Hedge Fund Clients with such firms, if MAK determines that it is otherwise consistent with seeking best execution. In no event will we select a broker-dealer as a means of remuneration for recommending MAK or any Client or affording us with the opportunity to participate in capital introduction programs. MAK may use "soft dollars" generated through brokerage transactions for research, brokerage and research-related products and services. Such use falls within the safe harbour provided under Section 28(e) of the Securities Exchange Act of 1934, as amended. We do aggregate trades for multiple Clients. Upon execution of an aggregated trade for multiple accounts, the shares of the trade are allocated amongst the multiple participating Client accounts at an average price to the extent appropriate or practicable. The Opportunity Funds In selecting brokers for execution we assess the reasonableness of their compensation and commissions charged based on the range and quality of a broker’s services including execution capability, trading expertise, accuracy of execution, commission rates, research, reputation and integrity, fairness in resolving disputes, financial responsibility, and responsiveness. In selecting a broker-dealer to execute transactions and determining the reasonableness of the broker dealer’s compensation, MAK need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not MAK's practice to negotiate “execution only” commission rates, thus an Opportunity Client may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. We may from time to time speak at conferences and programs for investors interested in investing in funds which are sponsored by prime brokers. These conferences and programs may be a means by which we can be introduced to potential investors or clients. Prime brokers generally are not compensated for providing such "capital introduction" opportunities. In addition, prime brokers may provide financing and other services to the Investment Vehicles. MAK may place portfolio transactions for Clients with such firms, if MAK determines that it is otherwise consistent with seeking best execution. In no event will we select a broker-dealer as a means of remuneration for recommending MAK or any Client or affording us with the opportunity to participate in capital introduction programs. MAK may use "soft dollars" generated through brokerage transactions for research, brokerage and research-related products and services. Such use falls within the safe harbour provided under Section 28(e) of the Securities Exchange Act of 1934, as amended. We do aggregate trades for multiple Clients. Upon execution of an aggregated trade for multiple accounts, the shares of the trade are allocated amongst the multiple participating Opportunity Funds accounts at an average price to the extent appropriate or practicable.

public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each applicable fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

If a material conflict of interest between MAK and a Client exists with respect to voting proxies, MAK will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the Client. Upon request from a Client, MAK will provide such Client with a copy of its proxy voting policies and procedures and information about how MAK voted proxies on behalf of such Client.