Corvex Management LP: investment adviser

In providing advisory services for the client funds that we sponsor, Corvex formulates the investment objective for each client fund, directs and manages the investment and reinvestment of each client fund’s assets, and provides periodic reports to investors in each client fund. Our firm focuses on fundamental, value-based investing across the capital structure in situations with identifiable catalysts. We follow an opportunistic approach to investing with a specific focus on equity investments, special situations and distressed securities. Corvex PE provides investment advisory services to client funds or accounts related to longer term or illiquid investments, including investments which may participate in, or provide capital in connection with, going private or similar transactions. As part of the Corvex PE program, these client funds or accounts may acquire a position in private or publicly traded securities in anticipation of such securities participating in a potential going private or similar transaction. Affiliates of Corvex may also contribute capital to, or be an investor in, such investments. These investments are not expected to be, in Corvex’s judgement, appropriate for the fund clients of Corvex because of, among other things, the expected size, long-term holding period or duration of the securities constituting such investments, the potential nonpublicly traded nature or the illiquidity of such securities, and as such, Corvex’s fund clients would not acquire a position in such securities. Notwithstanding the foregoing, in the event of a transaction described above, Corvex may seek to provide investors in its fund clients the opportunity, separate from such investors’ investment in those fund clients, to participate in such transaction. Any such investment opportunity would be independent of the fund client and would be an independent investment decision made by such investor. There is no certainty that Corvex will be in a position to provide such an investment opportunity to investors or, if provided, the terms applicable to such investment. We tailor our investment advice, which is provided directly to each client fund and not individually to the investors of the funds, to the individual needs and specific investment mandates of our clients. We manage the assets of each client fund in accordance with the terms of the governing documents applicable to such fund. Corvex has, and will also likely continue to, advise separately managed account clients. With respect to such clients, Corvex provides advisory services and these client assets are managed in accordance with the investment management agreement governing the relationship. While much of this brochure applies to all our clients, certain information included herein applies to specific clients only. Thus, it is crucial for any investor or prospective investor in a client fund to closely review the applicable governing documents with respect to, among other things, the terms, conditions and risks of investing. As of December 31, 2025, Corvex had approximately $4,568,423,980 of regulatory assets under management. We do not manage any client assets on a non-discretionary basis.

is generally treated as a non-refundable advance against the applicable annual 30% incentive allocation of the client fund’s cumulative gross performance in excess of the hypothetical gross performance generated by a similar investment in the S&P 500 Total Return Index or, starting in October 2024, MSCI SCI World Index (USD), depending on the series. For another client fund that we currently sponsor, we generally charge management fees of .25% (per annum) of the client’s net assets, which such fee is generally treated as a non-refundable advance against the applicable annual 30% incentive allocation of the client fund’s cumulative gross performance in excess of the hypothetical gross performance generated by a similar investment in the S&P 500 Total Return Index. Our client funds that pay an asset-based management fee typically do so monthly in advance. Investors in these client funds can typically only make withdrawals as of a calendar quarter end; a withdrawing investor will not have paid management fees in excess of what such investor owed. If an investor in such a client fund withdraws at a time other than the end of a month, we do not refund it a pro rata portion of the fees it paid at the beginning of the period. Our performancebased compensation is typically structured as a profit-sharing allocation through a general partner interest held by one of our affiliates. We typically determine and allocate the performance allocation on an annual basis for these client funds, but will determine and allocate it for shorter periods under certain circumstances (such as with respect to amounts withdrawn or redeemed from this client fund). This performance allocation may be subject to a loss carry forward or high water mark provision that generally requires that any actual or relative losses suffered by an investor in the client fund (adjusted to reflect withdrawals or redemptions) be offset by subsequent net profits before our affiliate is entitled to subsequent performance allocations from such investor in the client fund. We also charge certain client funds only performance-based compensation based on net realized profits. Investors in these client funds are typically subject to lock-up and other withdrawal provisions. These client funds are also more restricted in their investment strategy. The performance allocation and withdrawal terms are described in those client funds’ governing documents. Corvex PE compensation arrangements Corvex PE charges asset-based fees based on invested capital and/or commitments and an affiliate of Corvex PE receives the carried interest subject to, depending on the terms of a particular fund specified in its offering documents, the return of capital and a preferred return. General We deduct all compensation automatically from our client funds’ accounts pursuant to their governing documents. Our fees are usually not negotiable, although we have allowed certain significant investors to participate in our client funds at a reduced rate. We have the discretion to waive all or a portion of the asset-based fee and/or performance-based compensation, but typically only exercise this discretion for Corvex-affiliated investors. We generally do not charge an asset-based management fee or performancebased compensation to our principal or any of our employees that invest directly or indirectly in our client funds, as well as their related family members and affiliates. In addition, we occasionally enter into side letter arrangements with certain investors in our client funds, in which we may waive certain terms, or allow such investors to invest on different terms than those specifically described in the governing documents. Under certain circumstances, these agreements could create preferences or priorities for such investors with respect to other investors.

In connection with our advisory services, our clients bear all of their own expenses. Those expenses will vary, but typically include expenses associated with organization of the client fund, ongoing offering costs, investment-related expenses, such as brokerage commissions, interest expenses, clearing and settlement charges, custodial fees, travel expenses, appraisal fees, investment banking expenses, fees and profitsharing payments due to unaffiliated advisors, sub-advisors, consultants and finders, information systems costs, costs of preparing and mailing reports to investors, administrator fees, legal expenses, accounting, audit and tax preparation expenses, taxes, cost of directors’ and officers’ liability insurance, and governmental, regulatory, licensing, filing or registration expenses and fees incurred in connection with the rules of any self-regulatory organization or any foreign, U.S. federal, state or local laws. Detailed information regarding the fees and expenses charged to our clients is provided in each client’s offering documents and other governing documents. Corvex and its affiliates are permitted to receive consulting fees, investment banking fees, advisory fees, breakup fees, director’s fees, closing fees, transaction fees and similar fees in connection with actual or contemplated investments. Such fees reduce or offset management fees or performance-based fees for one or more but not for all of our clients, which may present a conflict of interest. Conflicts of interest may also arise due to the allocation of such fees to or among co-investors. Corvex currently provides discretionary advisory services for two separately managed account clients pursuant to investment management agreements. For these client accounts, we charge management fees of 1% of the client’s net assets, and 10% incentive allocation of the net realized and unrealized appreciation on that client fund’s net assets annually. Corvex also provides discretionary advisory services to two separately managed account clients pursuant to investment management agreements on an investment-by-investment basis as approved by the client, whereby we receive a performance fee to the extent that certain benchmarks are reached with respect to specific investments.

As a result, such performance-based compensation earned could be based on unrealized gains that investors may never realize. Our principal and certain affiliates have investments in client funds which aids in aligning our interests with the interests of our clients. Moreover, performance-based compensation is not charged in the same amount or manner for all clients. The variation of performance-based compensation structures among clients may create an incentive for our firm to direct the best investment ideas to, or to allocate of sequence trades in favor of, clients that have a performance-based compensation arrangement more favorable to our firm. Our firm is committed to allocating investment opportunities on a fair and equitable basis.

Typically, these investors are institutions, funds of hedge funds, family offices, high net worth individuals, trusts, estates, corporate and public pension and profit sharing plans, endowments, charitable organizations, and other entities. Corvex also provides discretionary investment management services to separately managed account clients.

Corvex may also utilize research materials prepared by others in making an investment decision. Corvex uses a team approach in developing its own fundamental views and an understanding of the market’s expectations for a specific situation. Corvex on behalf of its relevant fund clients seeks to apply its fundamental, event-driven approach across a variety of types of securities including long and short equities, put and call options, long and short bonds, credit default swaps, bank debt and other corporate obligations, warrants, swaps (including interest rate swaps), currencies, commodities and derivative products. Risks Despite our firm’s research and analysis, investing in securities involves a risk of loss that any client funds and investors in our client funds must be prepared to bear. The investment strategy we use entails substantial risks, including, but not limited to, those listed below. Further risk factors are listed in the offering documents of our client funds. Business Risk. The companies in which our clients invest may involve a high degree of business and financial risk. These companies, in some cases, may have significant variations in operating results, may be engaged in a rapidly changing business environment with products subject to a substantial risk of obsolescence, may require significant additional capital to support their operations, or may otherwise have a weak or unstable financial condition.

Potential Illiquidity of Investments. The market value of our clients’ investments will fluctuate with, among other things, changes in market rates of interest, general economic conditions, economic conditions in particular industries, the condition of financial markets and the financial condition of the issuers of our clients’ investments. In addition, the lack of an established, liquid secondary market for some of our clients’ investments may have an adverse effect on the market value of those investments and on our clients’ ability to dispose of them. Partly as a result of the foregoing, as well as general market inefficiencies respecting companies in varying stages of reorganizations and/or recapitalizations, a portfolio valuation for a client may not necessarily be indicative of actual results or amounts to be realized by the client from its investments. Additionally, some of our clients’ investments may be subject to certain other transfer restrictions that may contribute to illiquidity. Also, investments constituting a control position will be subject to additional transfer restrictions under federal securities and other laws by virtue of such control position which will further contribute to illiquidity. Therefore, no assurance can be given that, if we decide to dispose of a particular investment, our client fund will be able to dispose of such investment at the prevailing market price. Corvex PE will focus on longer term or illiquid investments, including investments which may participate in, or provide capital in connection with, going private or similar transactions. These investments are expected to be illiquid and subject to a long-term investment horizon. Event-Driven Strategies. The success of event-driven strategies depends on the successful prediction of whether various corporate events will occur or be consummated. When Corvex determines that a merger, exchange offer or tender offer transaction may be consummated, our clients may purchase securities at prices only slightly below the anticipated value to be paid or exchanged for such securities in the merger, exchange offer or tender offer, and substantially above the prices at which such securities traded immediately prior to the announcement of the merger, exchange offer or tender offer. The consummation of mergers, exchange offers, tender offers and other similar transactions can be prevented or delayed, or the terms changed, by a variety of factors. If the proposed transaction later appears unlikely to be consummated or is delayed, the market price of the securities may decline sharply by more than the difference between the purchase price and the anticipated consideration to be paid, resulting in a loss to our clients. Special Situation Investments. Our clients may invest in companies undergoing significant economic and corporate change. Because of the inherently speculative nature of this activity, the investment results may fluctuate from month to month and from period to period. The returns generated from such an investment program may not adequately compensate investors for the business and financial risk assumed. Investments in Undervalued Assets. Our clients may invest in undervalued assets. The identification of investment opportunities in undervalued assets is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued assets offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from such investments may not adequately compensate investors in our client funds for the business and financial risks assumed. An investor should be aware that it may lose all or part of its investment in our client funds. Our clients may be forced to sell, at a substantial loss, assets which we believe are undervalued, if they are not in fact undervalued. In addition, our clients may be required to hold such assets for a substantial period of time before realizing their anticipated value. During this period, a portion of our clients’ funds would be committed to the assets purchased, thus possibly preventing our clients from investing in other opportunities. In addition, our clients may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such waiting period.

Debt Securities. Our clients may invest in debt securities which may be low-rated or unrated by a recognized credit-rating agency or below investment grade and which are subject to greater risk of loss of principal and interest than higher-rated debt securities, due to a possible default by, or bankruptcy of, the issuers of the securities. Our clients may invest in debt securities which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially all of that issuer’s assets. Our clients may invest in debt securities which are not protected by financial covenants or limitations on additional indebtedness. Our clients may invest in distressed debt securities which are subject to the significant risk of the issuer’s inability to meet principal and interest payments on the obligations (credit risk) and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity risk (market risk). Our clients will therefore be subject to credit, liquidity and interest rate risks. In addition, evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Furthermore, the market for credit spreads is often inefficient and illiquid, which can make it difficult to accurately calculate discounting spreads for valuing financial instruments. Potential Involvement in Litigation. Our clients or the firm could be a party to lawsuits that they initiate or that are initiated by a company in which our clients invest, other shareholders, or state and federal governmental bodies. Additionally, as a result of our clients’ potential investments in distressed investments and the possibility that Corvex may participate in restructuring activities, it is possible that our clients may become involved in litigation respecting creditor disputes and similar issues among classes of claimants. Our clients or the firm may be subject to litigation or investigations by investors or regulators arising from investors’ dissatisfaction with the performance or management of our clients’ investments or allegations of conflicts of interest, misconduct or other matters. Regardless of the outcome, any such litigation or investigation may reduce the time and attention that our firm can devote to our clients, and may detract from our firm’s ability to advise our clients. Litigation entails expense and the possibility of counterclaims against our clients and ultimately judgments may be rendered against our clients for which our clients do not carry insurance. Leverage. Our clients may leverage their capital when we believe that the use of leverage may enable our clients to capitalize on opportunities to achieve a higher rate of return as well as to meet withdrawals which would otherwise result in the premature liquidation of investments. While such borrowing will increase the investment opportunities available to our clients, it will also increase the risk of loss on such investments. In general, our clients’ potential use of short-term margin borrowings will result in certain additional risks to our clients. For example, should the securities pledged to brokers to secure our clients’ margin accounts decline in value, our clients could be subject to “margin calls,” pursuant to which our clients must either deposit additional funds with such brokers, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of our clients’ assets, our clients might not be able to liquidate assets quickly enough to pay off its margin debt. Short Sales. Short sales that may be engaged by certain fund clients create opportunities to increase these clients’ return but, at the same time, involve special risk considerations and may be considered a speculative technique. Since these clients, in effect, profit from a decline in the price of the securities sold short without the need to invest the full purchase price of the securities on the date of the short sale, the value of our client funds will tend to increase more when the securities sold short decrease in value, and to decrease more when the securities sold short increase in value, than otherwise would be the case if the client funds had not engaged in such short sales. Short sales theoretically involve unlimited loss potential, as the market price of securities sold short may increase continuously, although our client funds

may mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions our client funds might have difficulty purchasing securities to meet their short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet their short sale obligations at a time when fundamental investment considerations would not favor such sales. Short sales may be used with the intent of hedging against the risk of declines in the market value of the client funds’ long portfolio, but there can be no assurance that such hedging operations will be successful. Derivative Instruments. Our firm may use various derivative instruments, including futures, options, forward contracts, swaps and other derivatives that may be volatile and speculative. Certain positions may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. The use of derivative instruments presents various risks, including the following: Tracking – When used for hedging purposes, an imperfect or variable degree of correlation between price movements of the derivative instrument and the underlying investment sought to be hedged may prevent Corvex from achieving the intended hedging effect or expose our clients to the risk of loss. Liquidity – Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets Corvex may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative positions limits on exchanges on which Corvex may conduct its transactions in certain derivative instruments may prevent prompt liquidation of positions, subjecting our clients to the potential of greater losses. Leverage – Trading in derivative instruments can result in large amounts of synthetic leverage. Thus, the leverage offered by trading in derivative instruments may magnify the gains and losses experienced by our clients and could cause our client funds’ net asset value to be subject to wider fluctuations than would be the case if Corvex did not use derivative instruments that provide leverage. Over-the-Counter-Trading – Derivative instruments that may be purchased or sold by Corvex include instruments not traded on an exchange. Over-the-counter options, unlike exchangedtraded options, are bilateral contracts with price and other terms negotiated by the buyer and seller. The risk of nonperformance by the obligor on such an instrument may be greater and the ease with which Corvex can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange-traded instrument. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Derivative instruments not traded on exchanges are also not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. Options. The successful use of options depends on the ability of Corvex to forecast market movements correctly. In addition, when our clients purchase an option, they run the risk that they will lose their entire investment in the option in a relatively short period of time, unless our clients exercise the option or enter into a closing transaction with respect to the option during the life of the option. If the price of the underlying security does not rise (in the case of a call) or fall (in the case of a put) to an extent sufficient to cover the option premium and transaction costs, our clients will lose part or all of their investment in the option. There is no assurance that our clients will be able to affect closing transactions at any

particular time or at any acceptable price. In the event of the bankruptcy of a broker through which our clients engage in transactions in options, our clients could experience delays and/or losses in liquidating open positions purchased or sold through the broker. Hedging Transactions. Our clients may from time to time purchase or sell forwards, swaps or options on currencies, securities and indices. It may be our intention to engage in such transactions on behalf of our clients as a way to mitigate risk associated with their investments; however, it is generally impossible to fully hedge an investment given the uncertainty as to the amount and timing of projected cash flows and investment returns, if any, on our clients’ investments. This may lead to losses on both the investment and the related transaction. Conversely, there will be times in which we believe that it is not advisable to enter into hedging transactions; accordingly, our clients may be exposed to fluctuations in currencies and other market conditions specific to the underlying asset. The success of our clients’ hedging transactions will be subject to our ability to predict correlations between the value of the portfolio’s assets and the direction of currency exchange rates, interest rates and securities prices. Therefore, while we may enter into such transactions on behalf of our clients to seek to reduce currency exchange rate, interest rate or securities value risks, unanticipated changes in currency exchange or interest rates may result in a poorer overall performance for our clients than if we had not engaged in any such hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary. Non-U.S. Currencies and Investments. Investing in non-U.S. issuers involves certain considerations comprising both risks and opportunities not typically associated with investing in U.S. issuers. These considerations include changes in exchange control regulations, political and social instability, expropriation, imposition of non-U.S. taxes, less liquid markets and less available information than is generally the case in the U.S., higher transaction costs, less government supervision of exchanges, brokers and issuers, less developed bankruptcy laws, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Although most of our clients’ investments will be U.S. dollar denominated, investments that are denominated in a non-U.S. currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation, and political developments. Corvex intends, but is under no obligation, to employ hedging techniques to minimize these risks, but there can be no assurance that such strategies will be effective. Board Participation. Corvex anticipates that our clients’ investment program may from time to time enable us to place our representatives on boards of certain companies in which our clients have invested. While such representation may enable our clients to preserve the sale value of its investments, it may also prevent our clients from freely disposing of their investments and may subject our clients to additional liability. Our clients will indemnify any directors of a client fund, our firm or any other person designated by us for claims arising from such board representation. We will attempt to balance the advantages and disadvantages of such representation when deciding whether and how to exercise its rights with respect to such companies, but the exercise of such rights could produce adverse consequences in particular situations. Valuation. Corvex has the ultimate responsibility to value any position for which an independent quotation is not available or is determined by Corvex not to provide a reliable indication of fair value (subject to periodic review of certain positions by an independent valuation firm). There can be no assurance that Corvex’s determinations will be accurate. We generally will not make any retroactive

adjustments to valuations for purposes of subscriptions, withdrawals and calculations of management fees or performance-based compensation. Concentration of Investments. Certain client funds may invest in a limited number of issuers or a single issuer’s securities or derivatives related to such issuers. It is expected that each Corvex PE fund will invest in a single issuer. Lack of diversification may result in greater risks specific to an issuer and potential losses. Certain of our client funds have a limited purpose which grants us very limited investment discretion. As a result of such limitations on our discretion, Corvex may be unable to appropriately hedge such client fund’s portfolio or otherwise take actions to benefit such client fund, even in situations where Corvex foresaw an issue. Significant Positions. Our client funds may acquire (i) more than 5% of a class of securities of a single issuer which would require the filing of a Schedule 13D or 13G statement with the SEC or (ii) more than 10% of a class of securities of a single issuer (which would impose certain limitations on the client fund’s ability to trade in such securities, including the restrictions of Section 16 of the Exchange Act). The accumulation of a significant position in the shares of a single issuer could lead to litigation or disputes in the event Corvex desires to influence the issuer and may adversely impact the flexibility of the client fund’s ability to acquire or dispose of such securities. Related Party Transactions. Our firm may recommend that our clients purchase securities or other assets from or sell securities or other assets to, or engage in other transactions (including entering into derivative contracts and participation agreements) with, our other clients when we believe such transactions are appropriate and in the best interests of each such client. In such an event our firm may recommend that such transaction(s) be effected by directing the legal transfer of the securities or other assets between our clients directly or by transferring the economic return of the securities or other assets between clients through swaps or other derivatives. Our firm may have a potentially conflicting division of loyalty and responsibility regarding both parties to such related party transactions. Co-Investments. We may allocate all or a portion of a given investment opportunity to co-investors. The allocation of all or a portion of an investment opportunity to co-investors could result in lower returns for our clients than had our clients taken the full opportunity for themselves. Furthermore, unless separately negotiated with clients or investors in our private fund clients, we generally reserve the right to allocate co-investment opportunities among our clients, investors in our clients and third parties as we may determine in our sole discretion. We may charge co-investors some combination of a management fee and performance-based compensation. Depending upon the compensation arrangement applicable to co-investors as compared to the compensation arrangement applicable to the relevant clients, we may have an incentive to allocate an investment opportunity to a co-investment vehicle rather than to our existing client accounts. Where a co-investment is consummated with one or more existing clients, investment-related expenses are generally expected to be allocated pro rata between such clients and the participating co-investors. Where a co-investment is sought but ultimately fails to reach consummation, the relevant client accounts will generally bear all investment-related expenses pertaining to the applicable investment, whether or not such clients ultimately consummate such investment. There can be no assurances that a contemplated co-investment will reach consummation. Conflicts Relating to Equity and Debt Ownership by Our Clients. In certain circumstances, our clients may invest in securities or other instruments of the same issuer (or affiliated group of issuers) having a different seniority in the issuer’s capital structure. If the issuer becomes insolvent, restructures or suffers financial distress, there may be a conflict between the interests of our clients insofar as the issuer may be unable (or in the case of a restructuring prior to bankruptcy may be expected to be unable) to satisfy the claims of all classes of its creditors and security holders and our clients may have competing claims for the

remaining assets of such issuers. Under these circumstances it may not be feasible for Corvex to reconcile the conflicting interests of our clients in a way that protects their interests. Additionally, Corvex or its nominees hold board memberships and may in the future hold other board or creditors’ committee memberships which may require them to vote or take other actions in such capacities that might be conflicting with respect to our clients in that such votes or actions may favor the interests of one client over another client. Furthermore, Corvex’s fiduciary responsibilities in these capacities might conflict with the best interests of our clients. Private Investments in Public Equities. The firm has made and may make private investments in public equities (“PIPEs”) on behalf of clients in “de-SPAC” transactions in the future. A SPAC is a developmentstage company that has no specific business plan or purpose or has indicated its business plan is to engage in a merger or acquisition with an unidentified company or companies, other entity, or person and a deSPAC transaction is the transaction where the SPAC merges into a private company. In a PIPE transaction, a client may be required to enter into a lock-up agreement and will be subject to securities law restrictions on its ability to liquidate the shares. As a result, a client may be required to bear the price risk from the time of pricing for a period of six months or longer. In addition, a client may have to commit to purchase a specified number of shares at a fixed price, with the closing conditioned upon, among other things, the SEC’s preparedness to declare effective a resale registration statement covering the resale, from time to time, of the shares sold in the private financing. To the extent that the public market for such companies declines, it is possible that private investments in public equities transactions may generate losses or returns that do not justify the risk associated with such investments. In addition, due to securities law regulations, a client may be restricted from selling, or hedging its exposure to, such securities during a time when such client would otherwise seek to do so. For example, a client may be required to hold such security even though the value of such security is continuing to decrease. Such restrictions could have an adverse effect on a client. The firm has previously invested on behalf of certain clients in PIPE securities of three SPACs focusing on life sciences targets in which certain personnel of the firm indirectly held sponsor equity (“Principal Sponsored SPACs”). Such investments involve conflicts of interest because the senior personnel of the firm receive potentially enhanced economics by holding, directly or indirectly, the sponsor equity and warrants of the Principal Sponsored SPACs, enabling them to acquire equity in the target company at a lower price than the client accounts and therefore, realize gains regardless of the clients’ performance. Sponsor equity becomes worthless if a SPAC does not complete its combination transaction by the relevant deadline, including if not enough capital is raised in an initial public offering. An investment by a client in the non-sponsor equity of a Principal Sponsored SPAC increases the likelihood of value for the sponsor equity. As a result, the firm can be incentivized to use client capital to invest in Principal Sponsored SPACs. Investments by clients in non-sponsor equity provide different, and often less returns, than the sponsor equity. The determination by the firm to commit certain clients to make PIPE investments in a Principal Sponsored SPAC involves a similar conflict of interest as this enhances the value of the sponsor equity to the benefit of the firm’s personnel, potentially at the expense of a client. The firm does not expect that there will be any future Principal Sponsored SPACs, and in any event, the firm would not expect to have any clients make investments in a future Principal Sponsored SPAC or in the post-business combination of a future Principal Sponsored SPAC.. Allocation of Investments Between Corvex and Corvex PE. Client funds managed by Corvex PE can purchase private or publicly traded securities in anticipation of a potential going private or other long-term transaction. These investments are not expected to be, in Corvex’s good faith judgement, appropriate for Corvex funds because of, among other things, the expected size, the expected long-term holding period or duration, the potential non-publicly traded nature or the illiquidity of such securities. Once an investment is made by Corvex PE, the funds managed by Corvex will not invest in the same

securities, although certain investors in Corvex funds, at their own initiative, may participate as coinvestors or investors in the funds managed by Corvex PE. Any such investment opportunity would be independent of the fund client and would be an independent investment decision made by such investor. Dependence on Key Individuals. Investors in our client funds will have no authority to make decisions or to or to exercise business discretion on behalf of the client funds. The authority for all such decisions is delegated to Corvex and its principal, associates and other employees. The future performance depends on the continued service of such persons. The departure of any of the key management can have an adverse effect on the profits of the client funds. Cybersecurity Risks. Our information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although we have implemented various measures to manage risks relating to these types of events, if our information and technology systems are compromised, become inoperable for extended periods of time or cease to function properly, the firm and/or clients may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in our firm’s and/or client’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors. Such a failure could harm the firm and/or client’s reputation, subject any such entity and their respective affiliates to legal claims, and otherwise affect their business and financial performance. Business Continuity. Our firm’s place of business, located in New York, New York, is important to our continued business of providing management services for our client funds. A disaster or a disruption in the infrastructure that supports our firm’s business, including a disruption involving electronic communications or other services used by our firm or third parties with whom it conducts business, or directly affecting Corvex’s place of business, may have a material adverse impact on our client funds. Although our firm provides redundancy and diversity for communications and related systems wherever practicable and although it has a business continuity plan, which includes, among other features, replication of certain data to geographically diverse locations and replication of communications links, there can be no assurance that these measures will be sufficient to mitigate the harm that may result from such a disaster or infrastructure disruption. Some types of potential disasters, such as mass influenza or contagion, are not susceptible to minimization through recovery sites or contingency plans and certain disasters may not be foreseeable. Epidemics, Pandemics and Market Disruption. Since 2020, there has been an outbreak worldwide of the highly transmissible and pathogenic novel coronavirus (COVID-19), which the World Health Organization has declared to be a pandemic. The continued escalation in the COVID-19 outbreak could see a continual and rapid decline in global economic growth. The outbreak is likely to adversely affect general commercial activity and the economies and financial markets of many countries. The spread of COVID-19 may affect the level and volatility of securities prices, the liquidity and the value of investments and the operations of the Firm and have a material adverse effect on the Fund. In addition, in response to the spread of COVID-19, many businesses, including the firm, have encouraged, or mandated that their personnel work from home in an effort to help slow the spread of the coronavirus pandemic. Notwithstanding such precautionary measures, the firm may still experience a significant increase in illness of its personnel. To the extent personnel, as a result of working remotely, rely more heavily on external sources for information and technology systems for their business-related communications and information sharing, that business will likely be more vulnerable to cybersecurity incidents and cyberattacks and could have more difficulty resuming normal operations in the event it is the target of such incident or attack.

Volatile Markets; Banking Crisis. The clients’ portfolios can be adversely affected by changes in economic conditions or political events that are beyond our control. Continued prevalence or mutation of the Covid19 outbreak, acts of terrorism, the escalation of war in Ukraine, the imposition of sanctions and countersanctions and credit rating downgrades result in extreme market volatility and limited liquidity. These market conditions may present the risk of large losses. Price movements are influenced by many unpredictable factors, such as market sentiment, inflation rates, political events, interest rate movements, natural disasters, epidemics and general economic conditions. A recent failure of major U.S. and international banks is one of the upshots of such volatility. Although the firm monitors its counterparties on a regular basis, there can be no guarantee that our clients or their portfolio companies have not or will not enter into arrangements with counterparties, including banks, that later become insolvent, resulting in potential material losses. Any of these factors can have a material adverse effect on our portfolio companies and as a result our clients.

Corvex GP II LLC serves as the general partner to Corvex-E LP. Corvex GP III LLC serves as the general partner to Corvex Dynamic Equity Select Master Fund LP and Corvex Dynamic Equity Select Onshore Fund LP. XRoc GP LLC serves as the general partner of XRoc Partners LP. Corvex Heron Aggregator GP, L.P. serves as general partner to two funds for which Corvex PE serves as investment adviser, CX-PE Heron Aggregator, L.P. and CX-PE Heron Aggregator (A), L.P. Our client funds generally do not have independent management and most do not have independent boards of directors. Because we control our client funds as their general partner, or act as sponsor in the case of Corvex Offshore II Ltd., Corvex Select Equity Offshore Fund Ltd., Corvex Dynamic Equity Select Offshore Fund Ltd., Corvex Investment Master Fund SPC Ltd. Class C Segregated Portfolio) and Corvex Investment Offshore SPC Ltd. (Class C Segregated Portfolio), none of the compensation, liquidity or other terms of our client funds are negotiated at arm’s length. However, we disclose to prospective investors the terms of all of our fees and performance-based compensation, as well as the other terms of an investment, in detail in the offering documents relating to each client fund. Our firm also manages a client fund focused on investing in other investment funds, which is currently managed solely for the account of Corvex’s principal and employees.

Our employees may serve as outside directors for various organizations. These organizations include corporations, charitable foundations and other not-for-profit institutions. Our employees may receive compensation for serving as a director and responsibilities are typically limited to meeting with other board members and management to discuss the organization of the business and other routine corporate or business matters. Such service may result in Corvex imposing trading restrictions in publicly-traded securities issued by such organizations. We do not recommend or select other investment advisers for our clients.

in a manner consistent with our Code of Ethics; Use reasonable care and exercise independent professional judgment when conducting investment analysis, making investment recommendations, taking investment actions, and engaging in other professional activities; Abide by our insider trading policies and procedures; and Comply with applicable provisions of the federal securities laws.

Our Code of Ethics also requires our employees to: 1) report certain personal securities transactions on at least a quarterly basis, 2) provide Corvex with a detailed summary of certain holdings (both initially upon commencement of employment and annually thereafter) in which such employees have a direct or indirect beneficial interest, 3) seek prior approval before engaging in certain personal securities transactions, and 4) hold most personal securities for 30 days following transactions, unless an exception is granted by the firm’s CCO. Our firm and related persons of our firm generally do not invest in the same securities (or related securities, e.g., warrants, options or futures) that our firm or a related person of our firm recommends to clients. In addition, our firm and related persons of our firm generally do not recommend securities to clients, or buy or sell securities for client accounts, at or about the same time that our firm or a related person buys or sells the same securities for our firm’s own (or the related person’s own) account. However, exceptions may be made on a limited basis subject to pre-approval by our firm. In addition, there may be times when our firm or related persons invest in some of the same securities, principally ETFs (where employees are generally not required to seek prior approval), that our firm or related persons recommends to clients. Such practices could create a conflict of interest. Corvex adopted the Code of Ethics, as described above, which contains policies and procedures which seek to minimize any actual or potential conflicts, including the pre-clearance of certain personal securities transactions by employees.

Our firm and our affiliates, Corvex GP LP, Corvex GP II LLC, Corvex GP III LLC, Corvex Select Equity GP LLC, and XRoc GP LLC, sponsor the pooled investment vehicles that we manage. Keith A. Meister has a material personal investment in a number of Corvex funds. We do not believe that these investments cause a conflict of interest between us and investors but rather function to better align the interests of the investors with our own interests since our own capital is being invested alongside the investors’ capital. Keith A. Meister has an indirect economic interest in Principal Sponsored SPAC special purpose acquisition companies through his affiliation with entities that sponsor such special purpose acquisition companies. From time to time, we have directed (and may continue to direct) one or more client funds to structure all or a portion of an investment through another client fund or through a pooling vehicle that aggregates investment from multiple clients. While such an arrangement may be beneficial for all clients involved, nonetheless such an arrangement could create conflicts of interest that might not exist in the absence of such an arrangement. When structuring such an arrangement, our firm ensures that no client will bear two levels of management fees or performance-based compensation. Potential conflicts also may arise due to the fact that our firm and its personnel may have investments in some clients but not in others or may have different levels of investment in the various clients, or due to the fact that client may pay different levels of fees to our firm. From time to time our firm may acquire securities or other financial instruments of an issuer for one client which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired by, another client account. Our firm recognizes that conflicts may arise under such circumstances and will endeavor to treat all clients fairly and equitably. We provide a copy of our Code of Ethics to clients or investors in our clients, or prospective clients or investors, upon request.

Ability to effect prompt and reliable executions at favorable prices; Operational efficiency with which transactions are effected; Financial strength, integrity and stability; Level of confidentiality maintained with respect to Corvex’s transactions; Quality, comprehensiveness and frequency of available research services considered to be of value; and Competitiveness of commission rates in comparison to other brokers satisfying Corvex’s selection criteria.

We may execute trades with brokers and dealers with whom Corvex maintains other business relationships, including prime brokerage, credit and capital introduction relationships. We may also execute trades with brokers or dealers that have invested in our client funds or affiliates. We intend that

these other relationships will not influence the choice of brokers and dealers who execute trades for our clients. Corvex may use “soft dollars.” “Soft dollars” refers to the receipt by Corvex of eligible research and brokerage products and services provided by brokers without any cash payment by Corvex. Soft dollars are based on the volume of revenues generated by brokerage commissions related to the execution of transactions by our clients. The products and services available from brokers include internally generated items, such as research reports created by employees of the broker, as well as items acquired by the broker from third parties, such as outside research and market data. Research services furnished by brokers may include written information/analyses relating to securities, companies or sectors, market, financial and economic studies and forecasts, statistics, pricing and appraisal services, discussions with research personnel and invitations to attend conferences or meetings with company management. Neither our firm nor any related person receives client referrals from any broker-dealer or third party that provides brokerage services to our firm’s clients. The firm’s personnel, however, will from time to time speak at or participate in conferences and programs sponsored by brokers and attended by persons and entities interested in investing in our client funds. These conferences and programs may be a means by which our firm can be introduced to potential investors in our client funds. The brokers are not compensated by our firm, our firm’s clients, or potential investors for providing such capital introduction opportunities. Such capital introduction services may assist our firm in raising capital and thus poses a potential conflict of interest. The use of soft dollars benefits may influence us to select one broker-dealer rather than another to perform services for clients, based on our interest in receiving the products and services instead of on our clients’ interest in receiving the best execution prices. Obtaining these benefits may cause our clients to pay higher fees than those charged by other broker-dealers. We can use these research services and products in connection with our advisory services for any of our accounts, not necessarily for only the account that “paid” for them. We will aim to allocate soft dollar benefits in a fair and equitable manner, but may not necessarily allocate soft dollar benefits to each of our client accounts in proportion to the soft dollar credits that each client generates. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment advisors that use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to investment advisors in the performance of their investment decision-making responsibilities. Corvex intends to operate our client accounts within such “safe harbor”. The execution of the trading and investment strategies employed by Corvex can often require complex trades, difficult to execute trades, the use of negotiated terms with counterparties such as in the use of derivatives, and the execution of trades involving less common or novel instruments. In each case, Corvex seeks best execution and has trained execution and operational staff devoted to executing, settling and clearing such trades. However, in light of the complexity and global diversity involved, some errors and miscommunications with brokers and counterparties are inevitable and may result in losses to our clients. Corvex will evaluate the merits of potential claims for damage against brokers and counterparties who are at fault, and to the extent practicable, will seek to recover losses from those parties. We may choose to forego pursuing claims against brokers and counterparties on behalf of our clients for any reason including, but not limited to, the cost of pursuing claims relative to the likely amount of any recovery and the maintenance of its business relationships with brokers and counterparties. In addition, our execution

and operational staff may be solely or partly responsible for errors in placing, processing and settling trades that result in losses to our clients. In accordance with our internal policy, any profits that arise as a result of such an error will inure to the benefit of the applicable client(s), and in the absence of gross negligence any losses that arise as a result of such an error will be borne by the applicable client(s). We trade for multiple client accounts and participation in specific investment opportunities may be appropriate, at times, for more than one client account. We are not required to accord exclusivity or priority to any one client in the event of limited investment opportunities. When Corvex determines that it would be appropriate for more than one client account to participate in an investment opportunity, we will seek to execute orders for all of the participating accounts on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments and the investment programs and portfolio positions of the client accounts for which participation is appropriate. If Corvex has determined to trade in the same direction in the same security at the same time for more than one client account, we are authorized generally to combine orders and if all such orders are not filled at the same price, a client’s order may be filled at an average price, which normally will be the same average price at which contemporaneously entered proprietary orders are filled on that day. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, Corvex may allocate the trades among the different accounts on a basis that it considers equitable.

With respect to clients for whom we are deemed to have custody over their assets, substantially all of such clients’ assets are held in custody by unaffiliated broker-dealers or banks, while evidence of certain privately-issued, uncertificated securities held by the client funds may be recorded through book entry only. Additionally, Corvex may record a nominal amount of client fund securities in book entry form where required or appropriate in connection with the ability of a client fund or Corvex to assert certain rights as a shareholder of a company in which a client fund has an investment, such as nominating a director for election or proposing other business at shareholder meetings. Investors in the client funds will not receive statements from the custodian. Instead, such clients are subject to an annual audit and the audited financial statements are distributed to each investor. The audited financial statements will be prepared in accordance with generally accepted accounting principles and distributed within 120 days of the client funds’ fiscal year end.

By completing our subscription documents to acquire an interest in one of our client funds that we sponsor, investors give us complete authority to manage their investments in our client funds in accordance with the Confidential Private Placement Memorandum or other governing documents they each received. Limitations on our discretionary authority to determine the securities and amount to be bought or sold for our separately managed account clients are included in the investment advisory agreement governing the relationship.

In instances where our firm determines that a material conflict of interest exists between Corvex and its clients with respect to a proxy vote, the Managing Partner in consultation with the Chief Compliance Officer or General Counsel will determine a course of action with respect to such conflict that is believed to be in the best interest of the client funds. Clients generally cannot direct our firm’s proxy votes. A complete copy of our firm’s policies and procedures governing the voting of proxies, together with information regarding how our firm voted particular proxies, will be provided to clients or investors in our clients, or prospective clients or investors, upon request.