Southpoint Capital Advisors LP: investment adviser

Southpoint has an investment management agreement with Southpoint Qualified Fund, LP, a Delaware limited partnership (the “Domestic Feeder Fund”), Southpoint Qualified Offshore Fund, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Offshore Feeder Fund”, and together with the Domestic Feeder Fund, the “Feeder Funds”), and Southpoint Master Fund, LP, an exempted limited partnership organized under the laws of the Cayman Islands (the “Master Fund,” and together with the Feeder Funds, the “Funds”). The Feeder Funds invest all of their investable assets in and conduct all of their trading activities through the Master Fund. Southpoint makes all investment decisions on behalf of the Funds, including identifying, reviewing and selecting investment opportunities for the Funds. Additionally, Southpoint GP, LP (the “General Partner”), an affiliate of Southpoint, serves as the general partner of the Domestic Feeder Fund. Southpoint GP, LLC serves as the general partner of the General Partner. The General Partner and Southpoint GP, LLC serve as the general partners of the Master Fund, and each is an adviser registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). John S. Clark II is the principal owner of the General Partner, and is the managing member and sole owner of Southpoint GP, LLC. The primary investment objective of the Funds is to seek high absolute investment returns, while minimizing the risk of capital loss, by purchasing securities and other financial instruments with trading values substantially below their intrinsic value and selling short securities and other financial instruments with trading values substantially above their intrinsic value. The investment strategy of the Funds is broadly defined as value-oriented long/short. Southpoint provides investment advisory services to the Funds in accordance with the provisions in their respective offering memoranda and pursuant to an investment management agreement. Southpoint does not provide investment advisory services to clients other than the Funds, although it, or one or more affiliates, may do so in the future. As of December 31, 2024, Southpoint had approximately $6,626,199,868 in gross regulatory assets under management, all managed on a discretionary basis. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 10 (Other Financial Industry Activities and Affiliations) and Item 14 (Client Referrals and Other Compensation).

Pursuant to the investment management agreement between Southpoint and the Funds, the Funds (either directly or through the Master Fund) bear certain operating expenses, including, without limitation, expenses related to proxies, underwriting, the purchase of and the sale of securities, and private placements, brokerage commissions, interest on debt balances or borrowings, research and research related expenses, custody fees, and any withholding or transfer taxes imposed on the Funds. Each Fund also bears all out-of-pocket costs associated with the offering of limited partner interests, including, without limitation, expenses associated with the administration, including, without limitation, accounting, auditing and legal expenses, certain regulatory filings, costs of liability insurance obtained on behalf of the Funds, as well as fees and reimbursable expenses of the Funds’ administrator and the costs associated with reporting and providing information to existing and prospective investors. The General Partner may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Funds. Expenses of the Master Fund are typically shared pro rata by the Feeder Funds. Please see Item 6 (Performance-Based Fees and Side-By-Side Management), Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices) as well as the Funds’ offering memoranda for additional information.

The Performance Allocation is calculated subject to a high water mark whereby an investor will not be subject to a Performance Allocation on its investment in a Fund, unless the value of such investment (net of any losses, for all years since admission) exceeds the higher of the following amounts: (i) the highest net asset value of such investment as of the close of any year since admission; and (ii) the value of such investor’s investment on the date of admission. A Performance Allocation is not made with respect to any period in which an investor’s investment in a Fund decreases in value. The Performance Allocation is generally non-negotiable. However, the General Partner can waive or reduce the Performance Allocation with respect to any investor, including with respect to investors that are affiliated with the Adviser, and the directors of the Offshore Feeder Fund may also vary the calculation method of the Performance Allocation in relation to an investor in the Offshore Feeder Fund, provided that no other investors are adversely affected.

Southpoint only manages the Funds listed above, whose investors are subject to the Performance Allocation. However, Southpoint may, in the future, manage additional funds or accounts with higher or lower fees, and different fee structures, than those applicable to investors in the Funds.

person investors in the Offshore Feeder Fund are generally “accredited investors” as defined in Rule 501(a) of Regulation D under Section 4(2) of the Securities Act of 1933, as amended (“Securities Act”), or “knowledgeable employees” (as defined under the ’40 Act), and “qualified purchasers” (or “knowledgeable employees”) as defined under the ’40 Act. The board of directors or General Partner, as applicable, is permitted to accept or reject any subscriptions for any reason and is not obligated to disclose the reasons for acceptance or rejection.

A security’s trading value may diverge materially from its intrinsic value in the short and intermediate terms but will converge on its intrinsic value over the long term. Southpoint believes that the alert, patient and disciplined investor can achieve high absolute and risk-adjusted returns by exploiting these circumstances. Depending on conditions and trends in the securities markets and the economy in general, Southpoint may pursue other objectives and employ other investment strategies on behalf of the Funds. There can be no assurance that Southpoint’s investment strategy will achieve profitable results.

Methods of Analysis Southpoint generally evaluates securities on an enterprise value basis, seeking to determine intrinsic value of the securities of a “company.” Southpoint views a “company” as a combination of: (1) an operating business or businesses; (2) a capital structure; and (3) assets or liabilities that may not be properly reflected in a profit and loss statement. Because the intrinsic value of an operating business involves predicting the future it is often difficult to estimate its intrinsic value with great precision. As a result, Southpoint attempts to purchase or sell short securities with the greatest possible deviation from their intrinsic value. If it correctly identifies these deviations, this methodology may provide a margin of safety, retaining the possibility of a substantial investment return while limiting the risk of capital loss. Southpoint’s methods of analysis generally include the following steps: Identification: Southpoint focuses on identifying recurring situations with attractive investment themes that it understands well. To this end, Southpoint maintains professional relationships with other fund managers, brokers, sell-side analysts and industry contacts. Other sources of investment ideas include the systematic observation of certain corporate actions, investment publications, proprietary screens and the review of insider buying activities. Analysis: Southpoint generally conducts fundamental research about companies, industries and markets. Southpoint uses this information to perform rigorous financial and accounting analysis, which often involves the creation of detailed financial models. Once Southpoint determines that a substantial discrepancy between intrinsic and trading values exists, it then seeks to determine the cause of the mispricing. Monitoring: Southpoint reevaluates portfolio positions to monitor changes in intrinsic and trading values. Exiting a Position: Southpoint generally will exit a position either when it is fairly valued or when it determines a better use of capital exists. Market Strategy: Depending upon available opportunities, Southpoint’s portfolio may have either a long or short bias. Southpoint primarily constructs its portfolio from the bottom up. This means that each position, short and long, stands on its own merits. While short sales tend to act as a hedge against downward market movements, Southpoint intends for short positions to produce standalone, risk-adjusted returns comparable to other investments in the portfolio. Portfolio Concentration: Southpoint intends to maintain a concentrated portfolio, and position sizes will be proportional to its level of conviction, liquidity allowing. Borrowing: In general, other than the use of embedded leverage associated with derivatives trading, Southpoint borrows no more than is routinely available through brokerage firm margin accounts. Depending on conditions and trends in the securities markets and the economy in general, Southpoint may use other methods of analysis on behalf of the Funds. There can be no assurance

that Southpoint’s methods of analysis will achieve profitable results. Risk of Loss Southpoint’s intended investment strategy on behalf of the Funds involves a substantial risk of loss of capital. The risk of loss of capital arises from a number of considerations, including, but not limited to: General Trading Risk: The profitability of a significant portion of Southpoint’s investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that Southpoint will be able to predict accurately these price movements. With respect to the intended investment strategy utilized on behalf of the Funds, there is always some, and occasionally a significant, degree of market risk. Liquidity of Investments: Investments made by Southpoint can be very illiquid, and consequently Southpoint may not be able to sell such investments at prices that reflect Southpoint’s assessment of their value or the amount paid for such investments by the Funds. Illiquidity can result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale. Furthermore, the nature of the Funds’ investments, especially those in financially distressed companies, can require a long holding period prior to profitability. Additionally, the Funds’ organizational documents authorize the Funds to make distributions in kind of securities in lieu of or in addition to cash. The Funds will provide prior written notice to investors before making distributions of securities in kind and, to the extent reasonably practicable, any such in-kind distributions will be made to investors on a pro rata basis. Though the Funds will use reasonable commercial efforts to assist investors in liquidating assets distributed in kind, such assets could be illiquid or subject to legal, contractual and other restrictions on transfer. Short Sales: Southpoint directs transactions, known as “short sales,” in which it sells a security that a Fund does not own in anticipation of a decline in the market value of the security. Short sales that are not made “against the box” theoretically involve unlimited loss potential since the market price of securities sold short may continuously increase. Southpoint could seek to mitigate such losses by replacing the securities sold short before the market price has increased significantly. Under adverse market conditions, Southpoint could have difficulty purchasing securities to meet short sale delivery obligations, and might have to sell portfolio securities to raise the capital necessary to meet short sale obligations at a time when fundamental investment considerations would not favor such sales. Hedging Risk: Southpoint, from time to time, employs various hedging techniques to reduce the risk of highly speculative investments in securities. There remains a substantial risk, however, that hedging techniques may not be possible or may not be effective in limiting losses. Portfolio Concentration: Although Southpoint follows a general policy of seeking to spread capital among a number of investments, Southpoint could depart from such policy from time to time and could hold a few, relatively large securities positions. The result of such concentration of investments is that a loss in any such position could materially reduce capital. Since portfolios will not necessarily be widely diversified, they could be subject to more rapid changes in value

than would be the case if Southpoint maintained a wide diversification among companies, securities and types of securities. Risks Related to Investing in 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 can allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index general 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 can also expose the portfolio to the possibility of a loss exceeding the original amount invested. Derivatives can 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 Southpoint contracts for the purpose of making derivative investments. In the event that such counterparty defaults, the Funds will only rank as unsecured creditors and risk the loss of all or a portion of the amounts they are contractually entitled to receive. Fraud: Instances of fraud and other deceptive practices committed by senior management of certain companies could undermine Southpoint’s due diligence efforts with respect to such companies, and if such fraud is discovered, it could negatively affect the valuation of investments. In addition, when discovered, financial fraud may contribute to overall market volatility that can negatively impact Southpoint’s investment program. International Investments: Investments in foreign securities involve certain factors not typically associated with investing in U.S. securities, such as risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar (the currency in which the books of the Funds are maintained) and the various foreign currencies in which portfolio securities will be denominated and costs associated with conversion of investment principal and income from one currency into another; (ii) differences between the U.S. and foreign securities markets, including the absence of uniform accounting, auditing and financial reporting standards and practices and disclosure requirements, and less government supervision and regulation; (iii) political, social or economic instability; (iv) imposition of foreign income, withholding or other taxes; (v) the extension of credit, especially in the case of sovereign debt; (vi) sanctions and countermeasures; and (vii) trade disputes, tariffs, export controls and retaliatory measures (or the threat or potential of one). In particular, the current political climate has intensified concerns about trade tensions between the United States and China and other countries subject to U.S. tariffs or trade restrictions. The U.S. government has altered its approach to international trade policy, renegotiating or potentially terminating existing trade agreements and imposing tariffs on certain foreign goods and countries. Some foreign governments, including China, have instituted retaliatory tariffs on U.S. goods. Global trade disruption, significant trade barriers and bilateral trade frictions together with any resulting global economic downturns could adversely affect the performance of investments and certain investments could become prohibited, illiquid or

unmarketable indefinitely. Pandemics and Other Public Health Crises. The Funds’ performance could be materially and adversely affected by the outbreak of pandemics or other public health crises. During a pandemic or other type of public health crises certain of the Funds’ investments could have exposure to businesses that, as a result of the pandemic or other public health crises, experience a slowdown or temporary suspension in business activities. Any prolonged restrictive measures instituted in order to prevent or control a pandemic or other public health crisis, such as the one posed by COVID-19, in China, Italy, the United States or other countries, could have a material and adverse effect on (i) the Funds and (ii) the ability of key service providers to adequately render services in fulfillment of their obligations to the Funds. The impact of a public health crisis such as COVID19 (or any future pandemic, epidemic or outbreak of a contagious disease) is difficult to predict, which presents material uncertainty and risk with respect to the Funds’ performance. Use of Leverage: Subject to applicable margin and other limitations, the Funds borrow funds in order to make additional investments and thereby increase both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the Funds’ portfolio is amplified. Interest on borrowings is a portfolio expense and affects the operating results. Also, leverage can be created via the use of instruments, such as options and other derivative instruments or by pledging assets. Financing Arrangements; Availability of Credit: When the Funds utilize leverage, the Funds will depend on the availability of credit to finance its portfolio. There can be no assurance that the Funds will be able to maintain adequate financing arrangements under all market circumstances. As a general matter, certain of the dealers that provide financing can apply essentially discretionary margin, haircut, financing, security and collateral valuation policies. Changes by dealers in such financing policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or governmental, regulatory or judicial action, may result in large margin calls, loss of financing, forced liquidation of positions at disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. Options: Investing in options can provide a greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option could decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk of loss of an investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that could become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller could be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which could, upon exercise of the option, be significantly different from the market value. Futures: Southpoint employs futures contracts, or options on such contracts, which involve the

future purchase or sale of securities, commodities, financial instruments or market baskets of securities, such as various securities indices, as part of Southpoint’s hedging strategy, or opportunistically as modest directional investments. Use of futures contracts and options thereon involve the contractual commitment to purchase or sell the underlying instrument at a future date. The eventual price of such instrument could be influenced by a broad variety of market, economic and issuer-specific events and risks, many of which may be difficult to predict or assess. Futures trading involve relatively small invested capital relative to risk exposure and, therefore, can increase, perhaps significantly, portfolio volatility and exposure to loss. Swaps: Southpoint enters into swap agreements on behalf of the Funds. Swap agreements can be individually negotiated and structured to include exposure to a variety of different types of investments or market factors. Depending on their structure, swap agreements can increase or decrease exposure to long-term or short-term interest rates (in the United States or abroad), nonU.S. currency values, corporate borrowing rates or other factors, such as security prices, baskets of equity securities or inflation rates. Swap agreements can take many different forms and are known by a variety of names. Swap agreements tend to shift investment exposure from one type of investment to another. For example, if payments in dollars are exchanged for payments in nonU.S. currency, the swap agreement would tend to decrease exposure to U.S. interest rates and increase its exposure to non-U.S. currency and interest rates. Depending on how they are used, swap agreements can increase or decrease the overall volatility. Southpoint is not limited as to the form of swap agreement it can enter into on behalf of the Funds, provided such swap agreement is consistent with the investment objectives and policies of the Funds. The most significant factor in the performance of swap agreements is the change in the specific interest rate, currency, individual equity values or other factors that determine the amounts of payments due to and from the Funds. If a swap agreement calls for payments by the Funds, the Funds must be prepared to make such payments when due. This is only true in default and not part of mark-to-market. In addition, if a counterparty’s creditworthiness declines, the value of swap agreements with such counterparty can be expected to decline, potentially resulting in losses. Volatility: The prices of securities and other financial instruments may be volatile. Market movements are difficult to predict and are influenced by, among other things: governmental trade, fiscal, monetary and exchange control programs and policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates (particularly as U.S. Federal Reserve and other monetary authorities have sought to influence interest rates to manage inflationary pressures); discontinuation or changes in benchmark interest rate calculations; and the inherent volatility of markets. In addition, governments from time to time intervene, directly and by regulation in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may at certain times be particularly significant in the financial instrument and currency markets, and such intervention, as well as other factors, could cause such markets to move rapidly. Trading Limitations: It is not always be possible to execute a buy or sell order at the desired price or to liquidate an open position, either due to market conditions on exchanges or due to the operation of daily price fluctuation limits or “circuit breakers.” Also, it is possible that an exchange or governmental authority could suspend or restrict trading on an exchange or in particular securities or other financial instruments traded on the exchange.

Counterparty Credit Risk: The Funds are exposed to the credit risk of the counterparties with which they deal in off-exchange foreign exchange and other “over-the-counter” transactions. The transactions involve credit risk to the extent that counterparties are unable or unwilling to fulfill their contractual obligations thereby creating exposure to unanticipated losses. There is risk of loss in the event of a counterparty’s bankruptcy. Also, the Funds are exposed to the credit risk of the issuers of high-yield securities which they purchase. High-yield bonds (“junk bonds”) are bonds with a credit rating of BB or lower (i.e., not investment grade) issued by companies which do not have substantial sales and earnings track records or which have questionable creditworthiness. The Funds could be subject to risk of loss in the event of such an issuer’s bankruptcy or other inability to meet their payment obligations under their high-yield securities. Distressed Securities: The fact that certain of the companies in whose securities Southpoint invests could be in transition, out of favor, financially leveraged or troubled or potentially troubled, and could be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation, means that their securities are likely to be particularly risky investments although they also can offer the potential for correspondingly high returns. Such companies’ securities can be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to Southpoint’s purchase of any investment and a significant portion of the obligations and preferred stock in which Southpoint invests is, from time to time, less than investment grade. Investments in the debt or equity of companies involved in reorganization proceedings typically entail a number of risks that do not normally apply to investments in financially sound companies. For example, if Southpoint’s evaluation of the anticipated outcome of a reorganization or the timing of such outcome should prove incorrect, a portfolio could experience losses. A wide variety of considerations make any evaluation of the outcome of an investment in such a company uncertain. Such considerations include, for example, the possibility of litigation between the participants in a reorganization or liquidation proceeding or a requirement to obtain mandatory or discretionary consents from various governmental authorities or others. The uncertainties inherent in evaluating such investments could be increased by legal and practical considerations that limit the access of Southpoint to reliable and timely information concerning material developments affecting a company or that cause lengthy delays in the completion of a reorganization or liquidation proceeding. Competition from other investors could also render it difficult or impossible for the Funds to achieve intended results or promptly effect transactions. Insider Status: Some portfolio investments require active monitoring and representation on official and unofficial creditors’ committees for the company. Accordingly, Southpoint is expected to cause the Funds to seek representation on such committees from time to time when Southpoint, in its discretion, determines that such representation is necessary or advisable to protect or further the Funds’ interests. Serving on an official or unofficial committee increases the possibility that the Funds will be deemed an “insider” or a “fiduciary” of the company it has so assisted and can restrict trading of its investments in such company. Should such assistance be provided before a company enters bankruptcy proceedings, the Bankruptcy Court, under certain conditions, such as a finding of fraud or inequitable conduct, could invoke the doctrine of “equitable subordination” with respect to any claim or equity interest held by the Funds in such company and subordinate

any such claim or equity interest in whole or in part to other claims or equity interests in such company. Claims of equitable subordination could also arise outside of the context of the Funds’ managerial activities. In addition, if representation on a creditors committee of a company causes the Funds or Southpoint to be deemed an affiliated or related party of the company, the securities of such company held by the Funds could become restricted securities, which are not freely tradable. As the Funds will indemnify Southpoint or any other person serving on a committee on its behalf for claims arising from breaches of those obligations, indemnification payments could adversely affect the return on the Funds’ investment in a reorganization company. Small Cap Issuers: Investments in small capitalization stocks involve greater risk than is customarily associated with larger, more established companies. These companies often have sales and earnings growth rates that exceed those of large companies. Such growth rates can, in turn, be reflected in more rapid share price appreciation. However, smaller companies often have limited product lines, markets or financial resources, and they may be dependent upon one-person management. These securities often have limited marketability and can be subject to more abrupt or erratic movements in price than securities of larger companies or the market averages in general. Restricted Securities: Southpoint purchases equity, convertible securities and fixed income obligations the disposition of which can be restricted under the Securities Act. Whether or not so restricted, the market to resell such securities could be illiquid. Therefore, such investments could be required to be held for a lengthy period of time or, if the Funds were forced to liquidate its position in such securities, such liquidation could be taken at a substantial discount to the underlying value or result in the entire loss of the value of such investment, and could also involve higher transaction costs. General Economic Conditions: The success of any investment activity is affected by general economic conditions, which include the level and volatility of interest rates, credit spreads and equity valuations, and the extent and timing of investor participation in the markets for both equities and interest-sensitive instruments. Unexpected volatility or illiquidity in the markets could cause losses. World events (such as natural disasters, epidemics, pandemics, terrorism, geopolitical/regional conflicts and social unrest, warfare (kinetic and cyber), cybersecurity events, recessions and supply chain disruptions) and/or the activities of one or more large participants in the financial markets and/or other events or activities of others could result in a temporary systemic breakdown in the normal operation of financial markets. Such events could result in portfolio securities losing substantial value caused predominantly by liquidity and counterparty issues. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in Southpoint’s intended investment strategy. Investors and prospective investors in the Funds should review the applicable offering memoranda for a more comprehensive discussion of potential risk factors. Operational Risks and Informational Technologies Cybersecurity: The computer systems, networks and devices used by us and service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections

utilized, systems, networks, or devices potentially can be breached. The Funds and their investors could be negatively impacted as a result of a cybersecurity breach and the ability to recover losses from such disruptions could be limited by contractual provisions with us and service providers. Cybersecurity breaches can include unauthorized access to systems, networks or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. Cybersecurity breaches can cause disruptions and impact business operations, potentially resulting in financial losses to a Fund; interference with our ability to calculate the value of an investment in the Fund; impediments to trading; the inability us and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Funds invest; counterparties with which the Funds engage in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions; and other parties. In addition, substantial costs could be incurred by these entities to prevent any cybersecurity breaches in the future. Please see Item 4 (Advisory Business), Item 10 (Other Financial Industry Activities and Affiliations), Item 11 (Code of Ethics, Participation in Client Transactions and Personal Trading) and Item 12 (Brokerage Practices).

Clark, Southpoint or any Southpoint affiliates is subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities to any of the Funds or any restrictions on the nature or timing of investments for the account of any of the Funds

and for their own accounts or for future client accounts. Neither Mr. Clark, Southpoint nor any Southpoint affiliate is obligated to devote any specific amount of time to the affairs of any of the Funds and is not required to accord exclusivity or priority to any of the Funds in the event of limited investment opportunities. Please see Item 4 (Advisory Business), Item 5 (Fees and Compensation), Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss), Item 11 (Code of Ethics, Participation in Client Transactions and Personal Trading) and Item 12 (Brokerage Practices).

Southpoint’s personal trading policy generally prohibits supervised persons, such person’s spouse and any account in which the supervised person has a beneficial interest in from purchasing or selling equity securities (including derivatives on equities), other than certain exchange traded funds and mutual funds, without written pre-approval from the Chief Compliance Officer. However, Southpoint’s supervised persons may be permitted with the written approval of Southpoint’s Chief Compliance Officer to a) invest in securities offered pursuant to a private offering, b) sell legacy equity securities, or c) maintain a third party managed account that is confirmed as fully discretionary. Supervised persons are required to submit quarterly transaction reports and annual holdings reports to the Chief Compliance Officer. Southpoint has adopted a gifts and entertainment policy that imposes certain restrictions and reporting requirements upon employees who give or receive business-related gifts and entertainment from anyone with whom Southpoint has a business relationship, or who seek to establish a business relationship with Southpoint, including broker-dealers. Among other things, the policy prohibits employees from soliciting gifts and entertainment from such entities or accepting entertainment with greater than a de minimis value unless the Chief Compliance Officer provides written pre-approval. Southpoint and its employees may be permitted to solicit charitable contributions from such persons if they have obtained approval from, and adhere to any restrictions imposed by, the Chief Compliance Officer. Southpoint may also participate in broker-dealer sponsored charity days, events in which some portion of commissions generated may be allocated by the broker-dealer to one or more charitable organizations. Violations of the Code are required to be promptly reported to the Chief Compliance Officer, who is primarily responsible for administering and enforcing the Code.

A copy of the Code is available to clients upon request by contacting us at the address listed on the first page of this Brochure.

In placing portfolio transactions, Southpoint seeks to obtain best execution, taking into account, among others, the following factors, the ability of the broker-dealer to effect prompt and reliable executions at favorable prices; the operational efficiency with which transactions are effected; the financial strength, integrity and stability of the broker-dealer; the broker-dealers risk in positioning a block of securities; the quality, comprehensiveness and frequency of research services; and the competitiveness of commissions compared to other broker-dealers that meet Southpoint’s selection criteria. Southpoint maintains an “approved broker-dealer list” based on both objective and subjective criteria. Orders are generally placed with these broker-dealers unless no approved broker-dealer is able to provide best execution. Southpoint has designated certain employees to evaluate the brokerage services utilized by the Master Fund on a periodic basis and make determinations relating to brokerage-related matters. Research and Use of “Soft Dollars” Southpoint may cause the Master Fund to pay higher commissions (or markups or markdowns) to a broker-dealer to obtain research and/or brokerage products or services than the Master Fund would otherwise pay to execute a transaction, often referred to as “soft dollars.” Southpoint uses soft dollars to obtain research and/or brokerage products or services to the extent permitted by Section 28(e) of the Exchange Act (“Section 28(e) eligible services”). Southpoint uses soft dollars to obtain proprietary research services from broker-dealers as well as third party research services obtained through commission sharing arrangements with certain broker-dealers (“CSA brokers”). The commission rates charged by these CSA brokers generally are similar to the rates charged by broker-dealers that provide proprietary services; however, a prenegotiated portion of the commissions paid to these CSA brokers is applied to a commission account in the form of credits that are used to obtain third party research services. The commission

account is administered by a third-party broker-dealer that maintains records relating to transactions with these CSA brokers and performs a monthly reconciliation of such transactions. This “unbundling” generally facilitates Southpoint’s ability to seek best execution. “Soft dollars” that are used to pay for Section 28(e) eligible services may also include, but not necessarily be limited to: written information and analyses concerning specific securities, companies and sectors; market, financial and economic studies and forecasts; statistics and pricing and appraisal services; discussions with research personnel; invitations to conferences or meetings with management and industry consultants and other information or services the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker‐dealer and other relevant parties such as custodians); trading software operated by a broker‐dealer to route orders; software that provides trade analytics and trading strategies; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. Southpoint may benefit from the use of soft dollars because it does not have to produce or pay for such services and may have an incentive to select or recommend a broker-dealer based on its interest in receiving such services rather than the Master Fund’s interest in receiving the most favorable execution. However, the investment management agreement between Southpoint and the Funds authorizes Southpoint to use “soft dollar” arrangements to pay for Section 28(e) eligible services and provides that the Master Fund will pay for all research expenses in connection with the Master Fund’s investments or prospective investments. Because the Feeder Funds trade exclusively through the Master Fund, the benefit of the services generally accrues in proportion to the relative size of each Feeder Fund. During any period when Southpoint uses client commission to obtain Section 28(e) eligible research and brokerage products and services, Southpoint’s Chief Compliance Officer, trader, Chief Financial Officer and/or other personnel will periodically review and evaluate its soft dollar practices and determine in good faith whether, with respect to any research or other products or services received from a broker‐dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker‐dealer. Trade Errors Southpoint has adopted a trade error policy and related trade error procedures to facilitate the prompt and appropriate resolution of trade errors. Trade errors may occur as a result of mistakes made on the part of an executing broker, or mistakes on the part of Southpoint personnel, including but not limited to portfolio managers, traders and/or operations staff. Trade errors may include, for example, keystroke errors that occur when entering transactions into electronic trading systems, or failures of oral or other communications between and among Southpoint investment staff, trading staff and operations staff, or between Southpoint personnel and the third parties, such as executing brokers, with whom Southpoint conducts trading activities. In accordance with Southpoint’s trade error policies and procedures, all trade errors, if any, are promptly and appropriately reviewed, evaluated and resolved by Southpoint, and any gains or losses resulting therefrom are allocated properly between Southpoint, the applicable Fund, and, where applicable, third parties. All such allocations are made in accordance with the contractual,

legal and fiduciary obligations of Southpoint to the applicable Fund pursuant to the governance and constituent documents of such Fund, the agreements between Southpoint and such Fund, the Advisers Act, and all other laws rules and regulations applicable to Southpoint and the Funds. Southpoint strives to correct all trade errors prior to the settlement of any transaction. Trade errors caused by third parties, such as executing brokers, are the responsibility of the third party and Southpoint endeavors to have the affected Fund reimbursed for such trade errors by such third parties. Such reimbursements generally are in accordance with the agreements in effect from time to time between Southpoint and such third parties, such third parties’ customer policies and procedures, and governing law. Southpoint does not absorb and is not otherwise responsible for losses resulting from trade errors caused by third parties. To the extent that a trade error may occur on the part of Southpoint personnel, it almost always would occur as part of the business of Southpoint in effecting transactions for the Funds in the ordinary course of their business. Thus, (i) all gains in a Fund’s account resulting from trade errors remain in the Fund’s account for the benefit of the Fund and its investors and (ii) in accordance with the exculpation and indemnification provisions contained in the agreements between Southpoint and the Funds (and the investors in the Funds), all losses resulting from trade errors (that are not reimbursed by third parties, such as executing brokers) are borne by the affected Fund and its investors, and not Southpoint, unless (a) such trade error was caused by Southpoint or its personnel acting (or failing to act) in bad faith, or with willful misconduct, recklessness or gross negligence or (b) reimbursement by Southpoint to the affected Fund is otherwise required by applicable law. Gains and losses from multiple trade errors, if any, in a Fund’s account are not netted. Rather, each trade error is separately resolved in accordance with the policy and procedures described herein. Southpoint generally will not notify investors in any Fund that a trade error has occurred unless a determination has been made that the trade error has or will have a material adverse impact on the investors and/or the Fund. Southpoint maintains a record of trade errors which includes, among other things, the date that the trade error occurred, a description of the persons and entities involved in and the circumstances surrounding the trade error, and the means by which the trade error was addressed and/or resolved. Such record is maintained in accordance with Southpoint’s recordkeeping policies. Investor Referrals Prime brokers, who receive commissions and other payments from the Master Fund, may from time to time, introduce Southpoint to potential investors. There is not an agreement on the part of Southpoint to use any particular level of prime brokerage services or to continue to use any prime brokerage services or, on the part of any prime broker, to provide any particular number or type of introductions. Please see Item 10 (Other Financial Industry Activities and Affiliations).

objectives and best interests of the client. If a material conflict of interest between Southpoint and a particular vote is identified, Southpoint will act in a manner consistent with its fiduciary duty and will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Funds. Southpoint’s policies and procedures do not mandate Southpoint to vote every client proxy that it receives. There may be circumstances when refraining from voting a proxy is in a client’s best interest, such as when and if Southpoint determines that the cost of voting the proxy exceeds the expected benefit to the client. Southpoint’s proxy voting policy contains guidelines for identifying conflicts of interest between Southpoint and the Funds with respect to proxy votes. Generally, clients cannot direct how Southpoint votes a particular proxy. Clients may request a copy of Southpoint’s proxy voting policy, as well as their proxy voting record, by submitting a request to us at the address on the first page of this Brochure.