Newtyn Management, LLC: investment adviser

An Investor has no ability to restrict the types of investments that Newtyn makes. However, Investors do have the right to elect, when investing in the Funds, whether or not they wish to participate in "Designated Investments," as defined in the offering memorandum. Client accounts are managed in accordance with their own investment and trading objectives, as described in their respective offering documents, and governing agreements (collectively, the “Governing Documents”). The Firm does not permit investors in the Funds to impose limitations on the investment activities described in the Funds’ Governing Documents. Under certain circumstances, the Firm may contract with a client to adhere to limited risk and/or operating guidelines imposed by that client. The Firm would negotiate such arrangements on a case-by-case basis. (See Item 16 - Investment Discretion.) As of December 31, 2025, the Firm managed approximately $2,070,530,000 of regulatory assets under management on a discretionary basis. The Firm does not manage any assets on a non-discretionary basis. Newtyn Capital Partners, LP, one of the Firm’s related persons (the “General Partner”) serves as the general partner to the Newtyn Funds. The Firm does not participate in wrap fee programs.

Expenses Generally The Funds shall bear all of their operating expenses, which expenses shall include all costs and expenses relating to the Funds' activities and operations (to the extent not reimbursed in connection with an investment), including, without limitation, all fees, costs, and expenses associated with the financing, sourcing, acquiring, holding, hedging and disposing of its investments or proposed investments (such as custodial fees, brokerage fees, commissions, consulting services, and due diligence, as well as all fees, expenses, interest payments and principal payments due to any legal, financial, accounting, consulting, or other advisors (including, without limitation, any expenses attributable to the activities of the administrator), or any lenders, investment banks, and other financing sources in connection with the financing, sourcing, acquiring, holding, hedging and disposing of Fund investments or proposed Fund investments), all entitylevel taxes, fees, or other governmental charges, the costs of any insurance (including, without limitation, directors and officers insurance, if any), expenses incurred in the collection of monies owed to the Funds, the management fee, legal, auditing, consulting, research, and accounting fees and expenses (including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K-1, if any), extraordinary expenses (including, without limitation, litigation-related and indemnification expenses including indemnification obligations and the costs of any reporting to Investors). Investors should note that the portion of research expenses that the Adviser allocates to each Fund for a particular product or service may result in benefits being provided to other third parties. These third parties may derive a benefit as a result of the research expenses paid for by the Funds. The Firm may also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses if the Firm invests their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. Item 12 further describes the factors that Newtyn considers in selecting or recommending broker-dealers for transactions and determining the reasonableness of their compensation (e.g., commissions). No supervised person of Newtyn accepts compensation for the sale of securities or other investment products, including interests in the Funds.

In measuring clients' assets for the calculation of performance-based allocations or fees, Newtyn shall include realized and unrealized capital gains and losses.

Newtyn recognizes that these types of arrangements may create an incentive to recommend investments which may be riskier or more speculative than those which would be recommended under a different arrangement. Newtyn recognizes that such arrangements also create an incentive to favor higher incentive paying accounts over other accounts in the allocation of investment opportunities. Newtyn recognizes that such incentive arrangements create an incentive to favor accounts for which the managing members have greater personal capital investments. In order to address these potential conflicts, Newtyn has developed and implemented the appropriate policies and procedures (e.g. trade allocation) to ensure that all clients are treated fairly and equally.

The Funds' net long position is expected to have low market exposure, reflecting the risk-averse nature of Newtyn's style. The Funds, nonetheless, maintain a net long or short position, at the sole discretion of Newtyn. The exposure at any time will be idea-driven; i.e., gross exposure will be higher when Newtyn finds more attractive opportunities and lower when there are fewer opportunities. Newtyn believes that from time to time the securities markets misprice certain “special situations,” which therefore offer unusual profit opportunities. The term “special situations” can refer to any number of opportunities including spin-offs, post-bankruptcy reorganizations, demutualization, privatizations, index deletions, rights offerings, and unusual corporate structures. Though the Funds will primarily focus on “special situations,” the Funds will also invest in other securities that do not fall into any of the above categories. The Funds' investment strategy is designed to exploit relative inefficiencies through independent research of selected securities. This strategy is heavily dependent upon extensive analysis of primary company and industry documents as well as utilizing third-party research. This focus is complemented by communications and meetings with company executives, vendors, customers, and competitors. In addition, the Funds monitor management compensation, insider transactions, and ownership.

While the Funds intend to invest primarily in public company securities, with certain limited trading in futures, swaps, and other derivatives, the Funds may express their investment strategy via investments in other securities, instruments, or interests of every type and description. Risk Factors Investing in securities involves the risk of loss which investors should be prepared to bear. A discussion of the material risks is provided below. Prospective clients and investors are strongly urged to review the applicable Governing Documents carefully and consult with their own financial, legal and tax advisers before investing with the Firm. Highly Volatile Markets During the last several years, the financial markets have evidenced a high level of volatility. Continued volatility could disrupt the investment strategy of the Funds, decrease the value of the Funds' portfolio, and impact its profitability adversely. If Newtyn’s evaluation of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securities in which the Funds hold a long position or an increase in the value of securities in which the Funds hold a short position. The risk management techniques that are utilized by Newtyn will not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. Investment analyses and decisions may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available at the time of making an investment decision may be limited, incomplete, or erroneous, and therefore no assurance can be given that all circumstances that can adversely affect an investment will be known. Depending upon the market conditions, the Fund may be adversely affected by unforeseen events involving such matters as political crises, military actions, terrorist attacks, natural disasters, public health issues (including viral outbreaks such as the COVID-19 coronavirus), changes in currency exchange rates or interest rates, forced redemptions of securities or acquisition proposals, regulatory intervention, or general market conditions creating illiquidity or pricing anomalies or value impairment. The Funds’ investment programs utilize such investment techniques as margin transactions, short sales, swaps, foreign exchange forwards, leverage, and options on securities (subject to applicable regulatory requirements). These practices can, in certain circumstances, increase the adverse impact to which the Funds may be subject. The timing of such adverse impacts cannot be predicted and can result in substantial volatility in the performance of the Funds. Leverage The Funds, in certain circumstances, use leverage in the course of their investment activities. The Funds can leverage their investment positions by borrowing funds from securities broker-dealers, banks, or others. In addition to this use of leverage by the Funds, the Funds are expected to use leverage in varying degrees to acquire their underlying investments. Leverage increases both the possibilities for profit and the risk of loss. While Newtyn attempts to limit borrowings based on circumstances as these can change from time to time, at times the Funds may hold a large amount of debt. The Funds generally borrow from securities brokers and dealers and such borrowings typically will be secured by their securities holdings and other assets. Under certain circumstances and applicable federal laws that limit the amount of borrowings that may be secured by securities, a broker-dealer may seek or be forced to demand an increase in the collateral that secures the obligations of the Funds. If the Funds are unable to deposit additional collateral, the broker-dealer may elect, or be forced, to liquidate assets to satisfy the obligation to the

broker-dealer and applicable margin regulations. The amount of borrowings by the Funds and the interest rates on such borrowings, which can fluctuate, could have a significant effect on the Funds' profitability. Short Sales A short sale involves the sale of a security that is not owned in the expectation of purchasing the same security (or a security exchangeable therefor) at a later date at a lower price. To make delivery to the buyer, the short seller must borrow the security, and is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the short seller. When the Funds make a short sale in the United States, they must leave the proceeds thereof with the broker and they also must deposit with the broker an amount of cash or U.S. government securities or other securities sufficient under current margin regulations to collateralize the obligation to replace the borrowed securities that have been sold. If short sales are effected on a foreign exchange, such transactions are governed by local law. A short sale involves the risk of a theoretically unlimited increase in the market price of the security and the possibility of incurring a substantial loss in covering the short sale. In addition, short sellers are subject to the risk of a “short squeeze.” A short squeeze is a situation in which the short seller is prematurely forced out of a short position. The lender of a security used to cover a short generally has the right to demand the return of the stock that has been loaned at any time. In such an event, the Funds would be required to replace the borrowed securities by borrowing the securities from another lender. It generally is more difficult to find securities that can be borrowed in the case of micro-cap and small-cap issuers. If the Funds were unable to replace the borrowed securities, it would be required to close out the short sale by buying the security in the market in order to make delivery. In such an event, the Funds could incur a significant loss if the security sold short had increased in value. In addition, the Funds could also be forced to close out a short sale prematurely as a result of an increase in margin requirements, coupled with an inability to provide the required additional margin on short notice. Illiquidity The investments made by the Funds may be illiquid and, consequently, the Funds may not be able to sell such investments at prices that reflect Newtyn’s assessment of the value, or the amount paid for such investments by the Funds. The Funds’ partnership agreements authorize Newtyn to make distributions in kind of securities in lieu of or in addition to cash. In the event that Newtyn makes distributions of securities in kind, such securities could be illiquid or subject to legal, contractual, and other restrictions on transfer. Derivatives 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, or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark, currency, 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. For example, because many derivatives are “leveraged,” and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement can not only result in the loss of the entire investment, but may also expose the Funds to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts, and to counterparty risk. The counterparty risk lies with each party with which the Funds contract for the purpose of making derivative investments. In the event of the counterparty’s default, the Funds would

rank merely as an unsecured creditor and would risk the loss of all or a portion of the amounts it is contractually entitled to receive. Concentration A significant portion of the Funds’ investments may be concentrated in only a few securities, industries, countries, or geographic regions. This concentration can cause a proportionately greater loss than if the Funds’ investments were more diversified. Turnover The Funds, at times, invest on the basis of certain short-term market considerations. The turnover rate within the Funds’ investments are thus at times significant, potentially involving substantial brokerage commissions and fees. Foreign Investments The Funds invest outside the U.S. or in securities denominated in non-U.S. currencies. Such investments pose currency exchange risks (including blockage, devaluation, and non-exchangeability) as well as a range of other potential risks that may include expropriation, confiscatory taxation, political or social instability, illiquidity, price volatility, and market manipulation. In addition, less information may be available regarding non-U.S. companies which may not be subject to accounting, auditing, and financial reporting standards and requirements comparable to or as uniform as those applicable to U.S. companies. Further, foreign securities markets may not be as liquid as U.S. markets. Transaction costs of investing outside the U.S. are generally higher than in the U.S. Higher costs result because of the cost of converting a foreign currency to dollars, the payment of fixed brokerage commissions on some foreign exchanges, and the imposition of transfer taxes or transaction charges by foreign exchanges. Less government supervision and regulation of exchanges, brokers and issuers generally exists abroad than in the U.S., and it is more difficult to take appropriate legal action in non-U.S. courts. In addition, non-U.S. markets have different clearance and settlement procedures from U.S. markets. Some foreign markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect the Funds' performance. Reliability of Valuations As a general matter, securities that are illiquid (including, but not limited to, Designated Investments), not traded on an exchange or in an established market, or for which no value can be readily determined will be assigned such fair value as Newtyn determines in its judgment based on various factors. Factors used to make valuations generally include, but are not limited to, aggregate dealer quotations, discounted projected cash flows or independent appraisals. Such valuations may not be indicative of what actual fair market value would be in an active, liquid or established market. Even where a security is subject to active trading in a market for which current quotation and last-sale reports are readily available, such reports often relate to small quantities of a given security and possibly cannot provide accurate information about the market for a larger quantity of such securities or securities subject to transfer restrictions. Furthermore, if the Funds purchase or sell a security on a date close to the valuation date for that security, the quotation and last sale price can be substantially affected.

Board Membership of a Publicly Traded Company Newtyn employees must obtain prior written consent from the CCO to serve as a director of a public company. In addition, each employee is required to notify the CCO if any member of such an employee’s immediate family serves as an officer or director of a public company. It is the policy of Newtyn that if material nonpublic information is received by an employee in their capacity as an insider (whether by virtue of their status as a director of a public company, a family member of a director, or otherwise) that Newtyn is restricted from transacting in such relevant securities, which may cause Newtyn holdings to be negatively impacted. Such information may not be disseminated within the Firm and no employee may solicit or discuss such information with another employee. Unless an explicit exception is made by the CCO, an employee who serves as a director of a public company may not accept cash or other compensation (such as options or other equity grants) in respect of such service. Employees are, however, permitted to be reimbursed for their reasonable expenses, actually incurred, in connection with service as a director of a public company. Newtyn has procedures for such situations including monitoring Fund transactions in such securities to seek assurance that transactions are not based upon the receipt of material non-public information. Written approval must be obtained from the CCO prior to transacting in such securities. Dependence on Key Individuals The success of the Newtyn Funds depends upon the ability of the managing members and the Newtyn investment team to develop and implement investment strategies that achieve the Newtyn Funds’ investment objectives. If Newtyn were to lose the services of the managing members, the consequences to the Newtyn Funds would be material and adverse and could lead to premature termination of the Newtyn Funds. The information provided with respect to this item is not intended to be a summary of all the risks associated with an investment in the Funds, but rather some of the more specific risks associated with the strategy and the types of securities in which Newtyn typically invest. Investors should refer to the Fund offering documents for an expanded description of the investment strategy and risks. Cybersecurity Risk Newtyn, the Funds’ service providers, and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect a fund and its investors, despite the efforts of Newtyn and service providers to adopt technologies, processes, and practices intended to mitigate these risks and protect the security of their computer systems, software, networks, and other technology assets, as well as the confidentiality, integrity, and availability of information belonging to such fund and its investors. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to these systems of Newtyn, the Funds’ service providers, counterparties, or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, thirdparty service providers, or other users of our systems to disclose sensitive information in order to gain access to our data or that of the Funds’ investors. Successful penetration or circumvention of the security of our systems could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Such incidents could cause the Funds or their service providers to incur regulatory penalties, reputational damage, additional compliance costs, or financial loss. Newtyn employs preventive measures such as training, policies and procedures, and service provider engagement to

assist in the protection of its systems.

In addition, the compensation the Firm earns from each client account differs from the compensation earned from other client accounts. In order to mitigate associated conflicts, the Firm follows documented procedures regarding the allocation of investment opportunities among its clients. (See Item 6 – Performance‐ Based Fees and Side‐By‐Side Management)

Newtyn has adopted a policy on Insider Trading in accordance with Section 204A under the Advisers Act, which establishes procedures to prevent the misuse of material non-public or other confidential information which, if disclosed, might affect an investor’s decision to buy, sell, or hold a security (“Material Non-Public Information”) by the Firm and its employees. Personal Trading Policy Employees are permitted to maintain personal securities accounts but are subject to strict guidelines.

Employees are generally prohibited from engaging in personal trading, but are able to transact in: (i) municipal bonds, open end mutual funds, index-based ETNs (or options on such ETNs), ETFs (or options on ETFs) and/or index/commodity/interest rate futures contracts (or options on such contracts) without obtaining prior approval from the Firm’s Chief Compliance Officer (the “CCO”); (ii) private investments (e.g., hedge funds) or limited offerings, and initial public offerings after obtaining prior approval from the CCO. Transacting in shares received from a mutual bank conversion from mutual to stock ownership shall require pre-approval by the CCO. Additionally, employees are required to provide the CCO with periodic reporting relating to their trading activity and personal accounts. The Firm’s policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. All other transactions, primarily investments in single name securities, are prohibited. A copy of the Code of Ethics can be obtained by sending an email to compliance@newtyn.com. Participation or Interest in Client Transactions The Firm makes available to qualified prospective investors the opportunity to invest in the Funds. The Firm’s Principals have a significant personal investments in the Funds. In addition, Newtyn Capital Partners, LP, an affiliate of the Firm, is entitled to receive performance-based allocations from the Funds. The Firm will not engage in a principal transaction unless it has been determined that the transaction is in the relevant clients’ best interests and has obtained client consent in accordance with the Firm’s written procedures and applicable law.

Such factors are expected to include, among others: price, the availability of the brokers, banks, and dealers to effect transactions, their facilities, reliability and financial responsibility, as well as any products or services provided by such brokers, banks and dealers (e.g., research services, news and quotation services, publications and corporate access), quality and timeliness of market information provided. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. The Firm will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations but can (and often does) exceed the suggestions, because total brokerage is allocated based on all the considerations described above. Transactions are generally allocated to brokers on the basis of best available execution, in consideration of brokerage commissions and/or research services, all of which are intended to benefit the Funds. Newtyn may invest in illiquid securities or investments, limiting the broker-dealers with whom the Funds transacts. Newtyn does not currently participate in any directed brokerage arrangements and does not select brokers

based upon client referrals. The Firm periodically evaluates the execution performance of broker-dealers executing the Firm’s transactions as well as monitoring individual transactions. In conducting its analysis, the Firm will consider the factors listed above, among others, and will review gifts and entertainment received, and any known conflicts of interests. Newtyn does not currently utilize any soft-dollar arrangements or maintain commitments with any brokerdealers to obtain any research or research-related services or products on a soft-dollar basis. However, Newtyn may receive research or brokerage services that are incidental to its trading activities on behalf of a Newtyn Fund. If at such time Newtyn determines to enter into soft dollar arrangements, the receipt will be in compliance with Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. Brokerage for Client Referrals When selecting or recommending brokers, banks, and/or dealers, Newtyn does not consider whether it received client referrals from those institutions. However, subject to applicable law, the Firm may direct client brokerage business to brokers that refer prospective investors to the Firm. Because such referrals, if any, are likely to benefit the Firm but may not provide a benefit to the Firm’s clients, the Firm would have a conflict of interest with its clients when allocating brokerage business to such brokers. To mitigate this potential conflict, the Firm will not allocate brokerage business to a referring broker unless it determines that such allocation is consistent with its best execution duties. Trade Errors The Firm may on occasion experience errors with respect to trades made on behalf of client accounts. The Firm will reimburse each client account for losses resulting from trade errors in accordance with the terms of the exculpation provision in such client’s Governing Documents. Cross Trades A cross-trade occurs when an investment adviser effects a trade between two or more of its advisory clients. If the Firm were to cause a cross-trade between two clients, it may result in a conflict of interest because the transaction may result in benefits to one client that may be greater than the benefits to the other client. The Firm does not generally expect to engage in cross trades. In the event that the Firm determines to make a cross-trade, it will only do so if it determines that it is in the best interests of, and is fair and equitable to, the participating clients. All cross-trades between clients require the prior approval of the Firm’s Chief Compliance Officer (the “CCO”). Cross-trades, if any, would generally be made at the closing price for the applicable security on such day or, if no closing price is available, at a price for the relevant security that is determined in accordance with the Firm’s valuation policies. No brokerage commission, transfer fee, or other commission will be paid to the Firm or its affiliates in connection with any such transaction. Trade Allocation and Aggregation Aggregation, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities for the Firm generally arise when more than one client account is capable of purchasing or selling a particular security. Newtyn, for a number of reasons, aggregate brokerage orders for the Funds rather than execute individual transactions for each account. Some of these reasons include: (1) obtaining lower commission rates; (2)

avoiding the time and expense of simultaneously entering similar orders for the Funds which are managed similarly; (3) ensuring that the Funds obtain the same execution to minimize differences in performance; and (4) obtaining a better execution price even though the commission rate may be higher than the lowest rate otherwise available. Consistent with Newtyn’s obligation to seek best execution, Newtyn aggregates the Funds' orders whenever possible. Newtyn has developed procedures to ensure that purchase and/or sell orders which have been aggregated are fairly allocated so that, over time, the Funds are treated fairly and remain consistent with their investment objectives. An order filled through a series of executions through the same broker on the same terms (e.g., market or limit order) on the same day is generally allocated using an average price. Preliminary allocations are made before execution. As a general policy, the allocation is finalized no later than the close of business on trade date. When an aggregated order is filled in its entirety, the order is allocated to the Funds in accordance with the preliminary allocation schedule. When an aggregated order is only partially filled, the order will generally be allocated between the Funds on an objective basis. Orders will be allocated in accordance with the established policies and procedures and the Funds' investment objective which may include tax considerations. The Funds are managed on a “pari-passu” basis with the intent of creating pro rata allocations in similar securities based upon a percentage of assets under management. However, position weightings vary over time due to capital flows of the Funds and/or the investment limitations and restrictions applicable to certain Funds that may limit Newtyn’s ability to purchase and sell securities to maintain certain security weighting or position sizes. In cases in which the Funds invest in the same securities, certain Fund’s investments will likely not be made at the same time and in some cases be at prices higher than those paid by other Funds which could possibly result in lower investment returns from such investments. It is unlikely that the performance of each Fund will be identical.

The Firm may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular client: (i) management of the issuer’s views and recommendations on such proposal; (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other anti-takeover measure); and (iii) whether the Firm believes that the proposal will fairly compensate management for its and/or the issuer’s performance. If the Firm deems that the issue being voted upon is not material for the Firm and its clients or it determines that the cost of voting a proxy would exceed the expected benefit to the Firm’s clients, the Firm will not be obligated to vote on such matter. Conflicts of interest may arise between the interests of clients on the one hand and the Firm or its affiliates on the other hand. If the Firm determines that it may have, or is perceived to have, a conflict of interest when

voting proxies, the Firm will vote in accordance with its proxy voting policies and procedures. Investors can obtain a copy of Newtyn's complete proxy voting policies and procedures upon request. Investors can also obtain information from Newtyn about how it voted particular proxies on behalf of the Fund in which they are invested. Please contact Newtyn via email at compliance@newtyn.com for such information.