Finepoint Capital LP: investment adviser

Wagner is supported by a team of investment and operational professionals, including Steven Lefkowitz (Partner and President), Erin Stoller (Partner and Chief Financial Officer) and Stacy Vezina (Chief Legal Officer/Chief Compliance Officer). Finepoint serves as the Investment Manager and provides discretionary advisory services to the Funds. The Funds will generally invest, subject to tax, legal or other considerations, pari passu w i t h each other. The Firm may, in the future, organize additional investment vehicles that follow an investment strategy similar to or different from the investment program of the Funds. The investment objective of the Funds is to achieve attractive absolute returns on a long-term, riskadjusted basis, while emphasizing capital preservation. To achieve the objective, the Funds will employ an opportunistic, deep-value investment strategy combined with an analytically rigorous, fundamental approach to identifying and assessing value. The Funds will invest when the Investment Manager considers that risk is attractively priced and will hold cash when t h e I n v e s t m e n t M a n a g e r c o n s i d e r s t h a t opportunities are not compelling on an absolute, risk-adjusted basis. Finepoint provides investment advice directly to the Funds and not individually to a Fund’s limited partners or investors. Investment restrictions for the Funds, if any, are generally established in the applicable Fund’s limited partnership agreement, private placement memorandum or investment management agreement (collectively, a Fund’s “Governing Documents”). As of December 31, 2025, Finepoint managed $5.01 billion on a discretionary basis a n d $0 on a nondiscretionary basis.

Finepoint Partners, LLC, the General Partner of each Fund (the “General Partner”) also retains the ability to, in its sole discretion, waive, reduce or rebate the Management Fee and/or Performance Allocation with respect to certain limited partners of each Fund, (and does waive such fees for affiliates of the General Partner and/or Finepoint); provided, however, that no such waiver, reduction or rebate will adversely impact any other limited partner in a Fund or cause them to bear a higher portion of the Management Fee and/or Performance Allocation than they would otherwise bear absent such waiver, reduction or rebate. Finepoint deducts its Management Fee from each Fund generally quarterly in advance. Each Limited Partner shall be charged its pro rata share of the Management Fee, which will be equal to the Management Fee Rate multiplied by the balance in such Limited Partner’s capital account (including, for such purpose, amounts attributable to Designated Investments, valued at the Designated Investment Carrying Value, and computed prior to the allocation or accrual of any Performance Allocation) calculated at the beginning of

the then current fiscal quarter. The “Management Fee Rate” is (i) 0.375% (approximately 1.5% annualized) with respect to capital accounts of Limited Partners of the Partnership, limited partners of Finepoint Capital II and any other funds or accounts managed by the Investment Manager, collectively, in an aggregate amount up to and including (A) $1 billion, prior to January 1, 2024, or (B) $650 million, beginning January 1, 2024 (such $1 billion and $650 million threshold, as applicable, the “Management Fee Threshold”), and (ii) 0.25% (approximately 1.0% annualized) with respect to capital accounts in excess of such amount. Capital accounts of Limited Partners of the Partnership, limited partners of Finepoint Capital II, or limited partners or other investors in other funds or accounts managed by the Investment Manager who are affiliates or employees of the General Partner or the Investment Manager and do not bear a Management Fee (“Excluded Capital Accounts”) do not count toward the Management Fee Threshold. The Management Fee Threshold will be allocated pro rata among the Partnership, Finepoint Capital II and any other funds or accounts managed by the Investment Manager, based on their respective aggregate capital accounts (other than Excluded Capital Accounts) as of the beginning of such fiscal quarter and will be allocated pro rata among capital accounts of Limited Partners of the Partnership, capital accounts of limited partners of Finepoint Capital II and the capital accounts or other investments of limited partners or other investors of any other funds or accounts managed by the Investment Manager (in each case, other than Excluded Capital Accounts) based on their respective balances as of the beginning of such fiscal quarter. A limited partner of a Fund that withdraws all or a portion of its interest in a Fund other than at the end of a quarter shall be reimbursed a pro rata portion of the Management Fee for such quarter. The General Partner receives a Performance Allocation of 20% from the Funds on an annual basis in arrears and upon withdrawals by investors in the Funds, subject to a “high water mark.” For a further discussion of the Performance Allocation and the “high water mark”, please see Item 6. In addition to the Management Fee and the Performance Allocation, and consistent with the Funds’ Governing Documents, each Fund will bear the costs and expenses related to its investments and its operations, including, without limitation: brokerage and other transaction costs; clearing and settlement charges; trade break fees; consulting expenses; research and due diligence expenses (whether or not the related investment is consummated); expenses incurred in connection with Finepoint or any investment team member forming or serving on any creditors’ committees; legal fees and other expenses in connection with conducting due diligence and negotiating the terms of certain investments, regardless of whether such investments are consummated; custodial fees; initial and variation margin, interest and commitment fees on debit balances or borrowings; stock borrowing fees; proxy solicitation expenses; legal, audit and tax preparation expenses, accounting fees; administrator fees and expenses (including fees and expenses of the Fund’s administrator and third-party valuation services); directors fees; fees and expenses for risk management services; insurance expenses, including costs of any liability insurance obtained on behalf of the Fund (including, without limitation, directors and officers insurance); indemnification expenses; the Management Fee; regulatory costs and expenses (including filing, license and similar fees paid on behalf of a Fund, including reimbursements of any fees and expenses to advisers, service providers and other third parties); any issue or transfer taxes chargeable in connection with any securities transactions, including finders fees and commissions and discounts incurred in connection with the purchase or sale of securities; any entity level taxes and fees; costs of reporting and providing information to the partners of the Fund; costs of litigation or investigation involving the Fund’s activities; any extraordinary expenses; and to the extent applicable, a pro rata share of the fees and expenses of any other investment vehicles in which the Fund invests (including, without limitation, any management fees or performance-based compensation). Notwithstanding the foregoing, Finepoint may elect to bear certain expenses that would otherwise be borne by the Funds pursuant to the Funds’ governing documents. For more information regarding Finepoint’s brokerage practices and brokerage expenses, please see Item 12. The terms of the Funds may be altered for investors to address compliance with any law, regulation or contract applicable to such investor or, to address a tax, ERISA, legal or regulatory issue applicable to such investor or sovereign status of such investor provided, however, that no such alteration will adversely impact any other limited partner in a Fund or cause them to bear a higher portion of the Management Fee

and/or Performance Allocation than they would otherwise bear absent such alteration. Neither Finepoint nor any of its supervised persons accept any compensation (e.g., brokerage commissions) for the sale of securities or other investment products, including interests in the Funds.

Appreciation relating to “designated investments” will not be allocated to a the capital account of a limited partner in the Fund for purposes of determining the Performance Allocation until such “designated investment” is realized or deemed realized; however, unrealized losses attributable to any decrease of the Fund’s carrying value for such “designated investment” (meaning, the lower of (i) the cost of such “designated investment” at acquisition, or (ii) the fair market value of such “designated investment”) will be taken into account for purposes of determining the Performance Allocation. “Designated investments” are investments that the General Partner, in consultation with Finepoint, determines are illiquid, restricted, or not susceptible to valuation prior to disposition or maturity, or that the General Partner, in consultation with Finepoint, otherwise determines should be held until the occurrence of certain events or for an undefined period. The General Partner will not be entitled to receive a Performance Allocation with respect to a limited partner’s capital account in the event that such capital account has aggregate net losses (that have not been decreased by aggregate net profits). Each Fund will maintain a loss recovery account (sometimes referred to as a “high water mark”) that corresponds to the capital account of each limited partner to calculate whether the General Partner will be entitled to receive such a Performance Allocation. If an investor withdraws capital from a Fund, the amount of such investor’s high water mark, if any, will be reduced in proportion to the amount of capital withdrawn. The General Partner may waive the Performance Allocation with respect to any investments by certain limited partners, and does waive the Performance Allocation for its affiliates and affiliates of Finepoint.

may accept subscriptions of a lesser amount. Finepoint may in the future provide advisory services to other funds and separately managed accounts for high net worth individuals, trusts, estates, charitable organizations, pension plans, corporations, limited partnerships, limited liability companies, and similar entities.

Each Fund may purchase or otherwise acquire and/or sell, inter alia, equities, corporate debt, distressed debt, trade claims, structured products, municipal bonds, pooled vehicles, private positions, preferred stocks, derivatives and loans. Finepoint will search for changing market conditions or inefficiencies that may create opportunities for value-oriented investing. The Firm will seek to identify opportunities where prices have become distorted for reasons unrelated to fundamental value. Asset prices may deviate from fair value for a host of reasons, including forced selling as a result of institutional restrictions, market illiquidity, uncertainty surrounding a change in a business or industry, security conversions, restructurings, or other complexities or uncertainties. Finepoint also will focus on markets that are out of favor, historically have been prone to selling for reasons other than valuation, or where research is light. Material Risks An investment in one of the Funds involves a high degree of investment risk, including the risk that the entire amount invested may be lost. A Fund will make investments using strategies and financial techniques with significant risk characteristics. No guarantee is made that the investment objectives of a Fund will be realized. Below is a list of potential investment risk factors that are reportable in this brochure. There is no guarantee that this is a complete list of the risks, that a Fund will be able to control investment risks or that the risks will not aggregate in a manner adverse to a Fund. Additional risks associated with an investment in one of the Funds are disclosed in each Fund’s Governing Documents. Investment and Trading Risks. An investment in a Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that such Fund’s investment program will be successful. Finepoint will be investing substantially all of the Funds’ assets in securities, some of which may be particularly sensitive to economic, market, industry and other variable conditions. The markets in which the Funds expect to invest have in recent years experienced significant volatility and losses. No assurance can be given as to when or whether adverse events might occur that could cause immediate and significant losses to a Fund. Undervalued Securities. Finepoint’s investment strategy focuses on investing in assets that it believes are undervalued. Opportunities in undervalued securities arise from market inefficiencies or due to a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of investment opportunities in undervalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer opportunities for above average capital

appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Investments in Japanese Companies. The Funds invest in securities issued by Japanese companies. Since the 1990s, the Japanese economy has faced challenges, including prolonged deflation, weak consumer demand and lack of economic growth, high levels of government indebtedness and the demographic challenges of longer life spans and declining birth rates. Since December 2012, the Japanese government has pursued economic and monetary policies known as “Abenomics,” which are intended to reverse deflation and promote growth. In recent years, Japan’s overall macroeconomic performance and corporate operating results have generally improved, but there remains uncertainty as to the efficacy and sustainability of the government’s financial policies and the prospect for future economic growth. A recent consumption tax increase, a slowdown in the global economy, a deterioration in trade relations with key trading partners, increasing government debt burdens, instability in other parts of the world, including in political and trade relations, and disruptions in global financial markets could adversely impact Japanese economic conditions, which could adversely impact the performance of the Funds’ investments in Japan. Additionally, over the last several years, Japan has enacted a series of major revisions to many of its commercial laws and regulations, including its corporate and securities laws. Because these legal reforms are extensive and there has been a lack of sufficient judicial precedent giving guidance as to proper interpretation of relevant statutes and regulations, ongoing uncertainties could arise in connection with structuring certain types of transactions in Japan. The Japanese economy continues to face certain challenges. The global outbreak of the COVID-19 pandemic has materially adversely affected the Japanese economy. Additionally, the occurrence of a large-scale natural disaster similar to the earthquake and tsunami that hit Japan in 2011 could adversely impact Japan’s economy and the Partnership’s performance. Investments in High Yield and Distressed Securities. Each Fund may invest in “below investment grade” securities and obligations of domestic and non-U.S. issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence or other problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Some of these securities may not be publicly traded, and it therefore may be difficult to obtain information as to the true condition of such issuers or to buy or sell these securities. Additionally, in certain periods, there may be little or no liquidity in markets for these securities. The public market prices of distressed securities may be subject to abrupt and erratic market movements and above- average price volatility, and the spread between the bid and ask prices of such securities may be greater than normally expected. It may take a substantial period of time for the market price of such securities to reflect what Finepoint believes is their intrinsic value. In addition, the concentration of hedge funds (or similar participants) as owners of distressed companies could cause the value of such securities to be depressed if the hedge funds (or similar participants) are forced to liquidate their positions due to withdrawals, a credit crunch or other events affecting such funds. Investments in distressed securities may also be affected adversely by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ securities may 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 any reorganization or liquidation proceeding relating to a company in which a Fund invests, such Fund may lose its entire investment, may be required to accept cash or securities with a value less than the Fund’s original investment and/or may be required to accept payment over an extended period of time. There can be no assurance that Finepoint will correctly evaluate the value of the assets collateralizing the obligations owed to a Fund or the prospects for a successful reorganization or similar action. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that, among other things, the reorganization will be unsuccessful (due to, for example, failure to obtain requisite

approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Fund(s) of the security in respect to which such distribution was made. The administrative costs of a bankruptcy proceeding are frequently high and are paid out of the debtor’s estate before any return to creditors (other than out of assets or proceeds thereof that are subject to valid and enforceable liens and other security interests) and equity holders. In addition, the amount of certain claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. U.S. bankruptcy law permits the classification of “substantially similar” claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, a Fund’s influence with respect to a class of securities may be lost by inflation of the number and the amount of claims in, or other gerrymandering of, the class. In certain transactions, the Fund may not be “hedged” against market fluctuations or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. Troubled companies and other asset-based investments also require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Funds. To the extent that Finepoint becomes involved in such proceedings, a Fund may have a more active participation in the affairs of the issuer than that assumed generally by an investor. In addition, involvement by the Fund in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting the Fund’s ability to liquidate its position in the issuer. Finepoint, on behalf of the Fund, may elect to have representatives serve on creditors’ committees or other groups to preserve or enhance the Fund’s positions as a creditor. A member of any such committee or group may owe certain obligations generally to all parties similarly situated that the committee represents. If Finepoint concludes that its obligations owed to the other parties as a committee or group member conflict with duties owed to the Fund, it may be required to recuse itself or resign from that committee or group, and the Fund may not realize the benefits, if any, of participation on the committee or group. In addition, if the Fund is represented on a committee or group, it may be restricted or prohibited under applicable law from disposing of its investments in the applicable company. Further, the law is uncertain as to duties and restrictions applicable to an “ad hoc” creditors committee on which Finepoint participates or is deemed to participate. Investment in the debt of financially distressed companies domiciled outside the U.S. involves additional risks. Bankruptcy law and process may differ substantially from that in the U.S., resulting in greater uncertainty as to creditors’ rights, the enforceability of those rights, reorganization timing and the classification, seniority and treatment of claims. In certain countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. Investments in Bankrupt or Restructured Companies. As noted above, certain of the issuers of securities which may be purchased by a Fund, may be involved in bankruptcy or other reorganization proceedings which involve a substantial degree of risk. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. Accordingly, a bankruptcy court may approve actions that are contrary to the Fund(s). Generally, the duration of a bankruptcy case can only be roughly estimated and, as noted above, the process can involve substantial legal, professional and administrative costs to the company and a Fund; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the company may not be able to reorganize and may be required to liquidate assets. Although the Funds may invest all or a portion of their assets in debt, the debt of companies in financial reorganization will in most cases not pay current interest, may not accrue interest during reorganization and may be adversely affected by an erosion of the issuer’s fundamental values. Such investments can result in a total loss of principal. The Funds may purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in

the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Restricted Investments. A Fund may invest its assets in restricted securities or securities that are subject to certain liquidity restrictions, including, without limitation, lock-up periods. These securities may be subject to legal or contractual restrictions on resale and transfer and, therefore, may be illiquid and subject to wide fluctuations in value. Such securities may be held by a Fund until the occurrence of certain events or for an extended period, as determined by Finepoint. The resale of restricted and illiquid securities may be difficult to value and often times may have higher brokerage charges. Risk Arbitrage Transactions. A Fund may engage in certain arbitrage trading including, but not limited to, event-driven arbitrage and volatility arbitrage. In such trading, a Fund attempts to profit by exploiting price differences of identical or similar securities or financial instruments on different markets or in different forms. Often arbitrage opportunities disappear rapidly once the opportunity becomes well- known and many investors act on it. Arbitrage trading can involve large transaction costs because of the need to simultaneously buy and sell many different securities. There is no assurance that the arbitrage transaction will perform in the manner expected by Finepoint and the exposure of a Fund to a movement in the market or other factors could be significantly increased. In certain transactions, a Fund may not be hedged against market fluctuations unrelated to the anticipated transaction but which may affect the value of the consideration to be received. This may result in losses, even if the proposed transaction is consummated. Risks Relating to Investments in Municipal Securities. Municipal issuers may be adversely affected by rising health care costs, increasing unfunded pension liabilities, and the phasing out of federal programs that provide financial support to municipalities. Unfavorable conditions and developments relating to projects financed with municipal securities can result in lower revenues to issuers thereof. Issuers often depend on revenues from these projects to make principal and interest payments. The value of municipal securities also can be adversely affected by changes in the financial condition of insurers of municipal issuers, regulatory and political developments, tax law changes or other legislative actions, and by uncertainties and public perceptions concerning these and other factors. Insurance-Related Investments. The Company expects to invest directly or indirectly (via subadviser) in insurance-related investments, including catastrophe bonds and reinsurance sidecar investments, which carry large uncertainties and major risk exposures to adverse conditions. Catastrophe bonds, reinsurance sidecar investments and related investments, are a way for insurers, reinsurers, corporations and government entities that have risks associated with catastrophe events and disasters to transfer those risks to the capital markets. Because these investments cover catastrophic events that, if they occur, will result in significant losses, these investments carry a high degree of risk of loss. Catastrophe bonds can provide coverage for a broad array of perils utilizing a variety of triggers, including but not limited to, indemnity, index, mixed structures, modeled loss or parametric triggers. If a trigger occurs, as defined within the terms of the bond, the Company may lose a portion or all of its investment in such security, including accrued interest and/or principal invested in such security. A reinsurance sidecar investment is an investment in an entity that receives a share of the premiums of a portion of the book of business of an insurance company and assumes a share of any losses in such book of business. If there are sufficient losses, the Company could lose its entire investment. In addition, the issuers of and counterparties to these investments often are thinly capitalized, specialpurpose entities that do not have ready access to additional capital and may be subject to substantial regulation of their insurance and other activities at any time. In the event of unanticipated expenses or liabilities or increased regulation, such entities may not have the resources available to pay associated costs. Any such nonperformance could result in losses for the Company. Investments in Corporate Debt and other Fixed Income Securities. A Fund has invested and expects to

invest a portion of its capital in bonds or other fixed income securities, including, without limitation, bonds, notes and debentures issued by corporations, limited partnerships and other similar entities. A Fund may also invest in debt securities issued or guaranteed by the U.S. or a foreign government or one of its agencies or instrumentalities, commercial paper, and “higher yielding” (and, therefore, higher risk) debt securities of the former categories. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). A major economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Loans and Loan Participations. The Funds invest in corporate bank debt (“Bank Loans”) and participations therein originated by banks and other financial institutions. It is anticipated that such Bank Loans will primarily be term loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Purchasers of Bank Loans are predominantly commercial banks, investment funds and investment banks and there can be no assurance that current levels of supply and demand in Bank Loan trading will provide an adequate degree of liquidity. Each Fund intends to acquire interests in Bank Loans either directly (by way of sale or assignment) or indirectly (by way of participation or other derivative contract). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations and other derivatives, Finepoint on behalf of each Fund generally has neither the right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, a Fund will assume the credit risk of both the borrower and the institution selling the participation or other derivative contract. General Market and Credit Risks of Debt Obligations. Debt portfolios are subject to credit risk and interest rate risk. “Credit risk” refers to the likelihood that an issuer will default on the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. In addition, inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Credit risk may change over the life of an instrument, and debt obligations which are rated by rating agencies are often reviewed and may be subject to downgrade. “Interest rate risk” refers to the risks associated with market changes in interest rates. Interest rate changes may affect the value of a debt instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are adjustable). In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and falling interest rates will have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen, frequency of reset and reset caps or floors, among other factors). Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. Reference Rates. Certain financial institutions have in the past been accused by various regulators of manipulating certain reference rates (e.g., the London Interbank Offered Rate (“LIBOR”)), and have been alleged to have altered costs when reporting them to regulators. There can be no assurance that the ratesetting process for reference rates will not be affected by similar conduct in the future, or that the investigations into any rate-setting process and any related litigation will not result in disruptive changes in the process used to determine reference rates or will not affect the use of reference rates going forward.

Therefore, the performance, availability or prices of the Partnership’s investments which are based on reference rates (such as certain interest rate swaps) may be adversely affected by misconduct in the ratesetting process for reference rates and/or as a result of future changes to such process or reference rates becoming no longer available. In addition, interest rates or other types of rates and indices which are classed as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the EU regulation on indices used as benchmarks in financial instruments and financial contracts (known as the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks is subject to change, with the result that they may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities is restricted, certain benchmarks could be eliminated entirely and there could be other consequences which cannot be predicted. Equity Securities Generally. The Funds invest in equity and equity-related securities in the U.S. and other countries. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, a Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from Finepoint’s expectations or if equity markets generally move in a single direction and a Fund has not hedged against such a general move. A Fund also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering or otherwise qualifying restricted securities for public resale. Short Sales. Finepoint engages in short sales. The Firm generally expects to short equities only as part of a “paired trade” and will short credit opportunistically. Short sales are sales of securities a Fund borrows but does not actually own, usually made with the anticipation that the prices of the securities will decrease and a Fund will be able to make a profit by purchasing the securities at a later date at the lower prices. A Fund will incur a potentially unlimited loss on a short sale if the price of the security increases prior to the time it purchases the security to replace the borrowed security. A short sale presents greater risk than purchasing a security outright since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk of loss on a “long” position is limited to the purchase price of the security. Closing out a short position may cause the security to rise further in value creating a greater loss. Short sale transactions have been subject to increased regulatory scrutiny in response to market events in recent years, including the imposition of restrictions on short selling certain securities and reporting requirements. A Fund’s ability to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events. Temporary restrictions and/or prohibitions on short selling activity may be imposed by regulatory authorities with little or no advance notice and may impact prior trading activities of a Fund. Additionally, the SEC, has proposed mandatory monthly reporting of short sale positions above a certain threshold and the SEC, its foreign counterparts, other governmental authorities and/or selfregulatory organizations may at any time promulgate permanent rules or interpretations consistent with such temporary restrictions or that impose additional or different permanent or temporary limitations or prohibitions. The SEC might impose different limitations and/or prohibitions on short selling from those imposed by various non-U.S. regulatory authorities. These different regulations, rules or interpretations might have different effective periods. Regulatory authorities may impose restrictions that adversely affect a Fund’s ability to borrow certain securities in connection with short sale transactions. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, a Fund may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. The Fund may also incur additional costs in connection with short sale transactions, including in the event that it is required to enter into a borrowing arrangement in advance of any short sales. Moreover, the ability to

continue to borrow a security is not guaranteed and the Fund is subject to strict delivery requirements. The inability of a Fund to deliver securities within the required time frame may subject the Fund to mandatory close out by the executing broker-dealer. A mandatory close out may subject such Fund to unintended costs and losses. Certain action or inaction by third-parties, such as executing broker-dealers or clearing broker-dealers, may materially impact a Fund’s ability to effect short sale transactions. Such action or inaction may include a failure to deliver securities in a timely manner in connection with a short sale effected by a third party unrelated to the relevant Fund. Asset-Backed Securities (“ABS”). A Fund may invest in ABS. ABS represent interests in pools of assets (including consumer loans) and most often are structured as pass-through securities (i.e., shares or certificates of interest in a pool of debt obligations that have been repackaged by an intermediary, such as a bank or broker-dealer). Interest and principal payments ultimately depend on payment of the underlying loans by individuals, although the securities may be supported by letters of credit or other credit enhancements. The underlying assets (e.g., loans) are subject to prepayments that shorten the securities’ weighted average life and may lower their returns. If the credit support or enhancement is exhausted, losses or delays in payment may result if the required payments of principal and interest are not made. The value of these securities also may change because of changes in the market’s perception of the creditworthiness of the servicing agent for the pool, the originator of the pool, or the financial institution providing the credit support or enhancement. ABS have many of the same characteristics and risks as the mortgagerelated securities described below, except that ABS may be backed by non- real estate loans, leases or receivables such as auto, credit card or home equity loans. Some asset-backed securities may have structures that make their reaction to interest rates and other factors difficult to predict. Their prices may be very volatile and they are subject to liquidity risk. Recently adopted rules implementing the credit risk retention requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) for asset-backed securities require the sponsor of certain securitization vehicles to retain, and to refrain from transferring, selling, conveying to a third party, or hedging 5% of the credit risk in assets transferred, sold or conveyed through the issuance of such vehicle, subject to certain exceptions. Similar requirements are being implemented in the European Union. These requirements may increase the costs to originators, securitizers, and, in certain cases, collateral managers of securitization vehicles in which a Fund may invest, which costs could be passed along to such Fund as an investor in such transactions. Commercial Mortgage-Backed Securities (“CMBS”). A Fund may invest in CMBS issued or guaranteed by the U.S. government, its agencies or instrumentalities, or private issuers such as banks, insurance companies, and savings and loans. Some of these securities, such as Government National Mortgage Association (“GNMA”) certificates, are backed by the full faith and credit of the U.S. Treasury while others, such as Federal Home Loan Mortgage Corporation (“Freddie Mac”) certificates, are not. CMBS represent interests in a pool of mortgages. Principal and interest payments made on the mortgages in the underlying mortgage pool are passed through to the holder of the security. These securities are often subject to more rapid repayment than their stated maturity dates would indicate as a result of principal prepayments on the underlying loans. This can result in significantly greater price and yield volatility than with traditional fixed-income securities. During periods of declining interest rates, prepayments can be expected to accelerate which will shorten these securities’ weighted average life and may lower their return. Conversely, in a rising interest rate environment, a declining prepayment rate will extend the weighted average life of these securities, which generally would cause their values to fluctuate more widely in response to changes in interest rates. The value of these securities also may change because of changes in the market’s perception of the creditworthiness of the federal agency or private institution that issued them. In addition, the mortgage securities market in general may be adversely affected by changes in governmental regulation or tax

policies. The repayment of certain mortgage-related securities depends primarily on the cash collections received from the issuer’s underlying asset portfolio and, in certain cases, the issuer’s ability to issue replacement securities (such as asset-backed commercial paper). As a result, there could be losses in the event of credit or market value deterioration in the issuer’s underlying portfolio, mismatches in the timing of the cash flows of the underlying asset interests and the repayment obligations of maturing securities, or the issuer’s inability to issue new or replacement securities. Upon the occurrence of certain triggering events or defaults, the investors in a security held by a Fund may become the holders of underlying assets at a time when those assets may be difficult to sell or may be sold only at a loss. In addition, mortgage loans on commercial properties often are structured so that a substantial portion of the loan principal is not amortized over the loan term but is payable at maturity and repayment of the loan principal thus often depends upon the future availability of real estate financing from the existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore, the unavailability of real estate financing may lead to default. Most commercial mortgage loans underlying CMBS are effectively nonrecourse obligations of the borrower, meaning that there is no recourse against the borrower’s assets other than the collateral. If borrowers are not able or willing to refinance or dispose of encumbered property to pay the principal and interest owed on such mortgage loans, payments on the subordinated classes of the related CMBS are likely to be adversely affected. The ultimate extent of the loss, if any, to the subordinated classes of CMBS may only be determined after a negotiated discounted settlement, restructuring or sale of the mortgage note, or the foreclosure (or deed in lieu of foreclosure) of the mortgage encumbering the property and subsequent liquidation of the property. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property’s location, the legal status of title to the property, its physical condition and financial performance, environmental risks, and governmental disclosure requirements with respect to the condition of the property may make a third party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related CMBS. Revenues from the assets underlying such CMBS may be retained by the borrower and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court appointed receiver to control collateral cash flow. CMBS that are issued by private issuers are not subject to the underwriting requirements for the underlying mortgages that are applicable to those CMBS that have a government or government- sponsored entity guarantee. As a result, the mortgage loans underlying private CMBS may, and frequently do, have less favorable collateral, credit risk or other underwriting characteristics than government or governmentsponsored CMBS and have wider variances in a number of terms including interest rate, term, size, purpose and borrower characteristics. Privately issued pools more frequently include second mortgages and high loan-to-value mortgages. The coupon rates and maturities of the underlying mortgage loans in a privatelabel CMBS pool may vary to a greater extent than those included in a government guaranteed pool, and the pool may include subprime mortgage loans. Subprime loans refer to loans made to borrowers with weakened credit histories or with a lower capacity to make timely payments on their loans. For these reasons, the loans underlying these securities have had in many cases higher default rates than those loans that meet government underwriting requirements. ABS and CMBS Subordinated Securities. Investments in subordinated CMBS and ABS involve greater credit risk of default than the senior classes of the issue or series. Default risks may be further pronounced in the case of CMBS and ABS secured by, or evidencing an interest in, a relatively small or less diverse pool of underlying loans. Certain subordinated securities absorb all losses from default before any other class of securities is at risk, particularly if such securities have been issued with little or no credit enhancement or equity. Such securities, therefore, possess some of the attributes typically associated with equity investments.

Residential Mortgage-Backed Securities (“RMBS”). A Fund’s investment portfolios may also be comprised of RMBS issued or guaranteed by the U.S. government, its agencies or instrumentalities, or private issuers such as banks, insurance companies, and savings and loans. Due to economic conditions such as high unemployment, market volatility, and lower home prices combined with the effects of ballooning interest rates on variable rate mortgages and previous aggressive lending practices followed by much more stringent lending practices, mortgage loans have in recent years experienced increased rates of delinquency, foreclosure, bankruptcy and loss, and are likely to continue to experience rates that are higher, and that may be substantially higher, than those seen in the past. Thus, because of the higher delinquency rates and losses associated with mortgage loans, the performance of a Fund’s RMBS could be correspondingly adversely affected. Investments Related to Legal Proceedings and Judgments. The Partnership has invested and expects to invest in interests in, or related to, legal proceedings or judgments including, but not limited to, the purchase of rights to bring or pursue litigation or arbitration claims, the making of, or investing, in loans to parties to litigation or arbitration proceedings or in potential, future recoveries in respect thereof (generally referred to as “litigation funding”), and debt or equity investments in companies engaged in litigation or arbitration proceedings. In addition to other risks commonly associated with loans, debt and equity investments, such investments (referred to collectively herein as “litigation investments”) are subject to a number of significant risks, including, but not limited to, those described below. The Partnership’s ability to achieve its investment objectives with respect to litigation investments depends on whether claims in which the Partnership invests are successful. Assessing the values, strengths and weaknesses of a claim is complex, and the outcome is not certain. While the Investment Manager seeks to align incentives between the Partnership, the claimant and the law firm representing the claimant for each litigation investment, it may not always be successful, which could negatively impact the investment. The Investment Manager considers the laws, regulations and ethical rules that apply to each litigation investment, including their impact on the assignment of claims and/or the participation in a lawyer’s contingent fee interests, which vary by jurisdiction and are complex. While the Investment Manager seeks to structure litigation investments to comply with all applicable laws, regulations and ethical rules, changes to such laws, regulations and rules could reduce the value of the Partnership’s pre-existing litigation investments in such jurisdictions. Furthermore, the Partnership’s failure to comply with any applicable laws, regulations or ethical rules relating to a litigation investment, whether actual or alleged, could expose the Partnership to potential liabilities, which could adversely affect the Partnership. If the defendant in a case is unable to pay, or seeks to challenge the validity of, a judgment or award, the Partnership may encounter difficulties obtaining recoveries. In addition, certain aspects of litigation recoveries, including the timing and amounts recovered, are outside of the control of the Partnership and the Investment Manager. It is also possible that one or more of the parties to a litigation (whether a private party or a sovereign government) may threaten regulatory action or litigation and/or institute regulatory actions or lawsuits against the Partnership and/or the Investment Manager (and/or its employees) in an attempt to undermine an investment or prospective investment, and an unfavorable outcome from any such action or litigation could reduce the profitability of the Partnership and may ultimately cause losses. Concentration of Investments. A Fund’s portfolio is, from time to time, concentrated in a particular type of security, industry, geographic location or market capitalization. This may be the result of a Fund’s opportunistic investing, external market forces or the lack of liquidity in one security as compared to other securities the Fund holds. A substantial portion of the Funds assets have been invested in securities of Japanese issuers. Losses incurred in a position making up a significant percentage of a Fund’s capital could have a material adverse effect on the Fund’s overall financial condition. This limited diversification

could expose a Fund to significantly greater volatility than in a more diversified portfolio. Cash Holdings. The Funds may hold substantial cash balances which will vary depending on the Firm’s view of available investment opportunities. During times in which substantial capital is held in cash or cash equivalents, such capital may not be subject to the same returns as the rest of the portfolios. Holding substantial cash balances also gives rise to inflation risk. Service on Creditors’ Committees and Boards of Directors. Individual representatives of Finepoint and its affiliates may serve as a member of a creditors’ committee or the board of directors of a company that is the issuer of securities owned by a Fund. In their capacity as committee or board members, such individuals may become subject to fiduciary, reporting or other duties which may adversely affect a Fund. For example, a Fund may be unable to sell or buy securities or enter into transactions that may benefit the Fund if a representative of its general partner and/or Finepoint is in possession of inside information relating to such portfolio investment. Control Positions. From time to time, a Fund may purchase (possibly with other accounts managed by the General Partner, Finepoint or their respective affiliates) a large enough position in an issuer to participate in its management and control. This may subject a Fund to certain risks. For example, a Fund may be subject to claims by other investors in the issuer, who may, among other things, object to the manner in which a Fund exercises its rights to participate in the management of the issuer. Creditors of the issuer might seek to hold the Fund responsible for obligations of the issuer. A controlling group of shareholders might be subject to claims against an issuer that arise in other areas, including, but not limited to, tort, securities and environmental law. Defending any such claims may be very costly and time-consuming and any liability in connection therewith could be substantial and may be borne by a Fund. Inside Information. From time to time, Finepoint may be in possession of material, non-public information concerning the issuer of securities or other instruments in which the Funds have invested, or as to which it is evaluating an investment. The possession of such information may limit the ability of the Firm on behalf of the Funds to buy or sell such securities or other instruments. Accordingly, the Funds may be required to refrain from buying or selling such securities or other instruments at times when Finepoint might otherwise wish to cause the Funds to buy or sell such securities or other instruments. Finepoint has policies and procedures in place that seek to ensure that its investment practices do not violate federal and state securities law prohibitions on trading on inside information. Time Required for Maturity of Investments. Private businesses can take several years or longer from the date of initial investment to reach a state of maturity when selling outstanding securities can be considered. It is unlikely that distributions of profits, if any, generated from the operations of these non-public companies or disposition or liquidation of the Funds’ investments in them will be made until well after the investments are made, if at all. Third-Party Investment Vehicles. A Fund may invest in pooled investment vehicles (both publicly traded and privately held) managed by investment advisers that may or may not be affiliated with Finepoint (each, an “Other Fund”). Such Other Funds may invest in a wide variety of securities and assets. No assurance can be given that the investment strategies used by such Other Funds will be successful under all or any market conditions. A Fund’s investment in Other Funds may be subject to withdrawal limitations that could prevent the Fund from terminating investments in Other Funds that are poorly performing or have otherwise had adverse changes. Investments in Other Funds also may result in the payment by a Fund directly or indirectly of management fees and carried interest or promote to third parties. Investments in Other Funds may result in the General Partner not having full control over the assets of a Fund, which lack of control represents a significant risk. Private Equity; Venture Capital. Private equity and venture capital investments in which a Fund invests

involve a high degree of business and financial risk and can result in substantial or complete losses. Many portfolio companies may be operating at a loss or with substantial variations in operating results from period to period. These companies may need substantial additional capital to support expansion or to achieve or maintain competitive positions. These companies may face intense competition, including competition from companies with much greater financial resources, much more extensive development, production, marketing and service capabilities, and a much larger number of qualified managerial and technical personnel. Any such company may fail. Additional Capital Needs. After a Fund makes an initial investment in a company, that company may require additional funding, or a Fund may have the opportunity to increase its investment in a successful company (if any are successful). For example, portfolio companies are subject to the risk that a proposed service or product cannot be developed successfully with the resources available to the enterprise. The development efforts of any company may fail, or may not be completed within the budget or time originally estimated. Additional funds may be necessary to complete such development, and such funds may not be available. A Fund may not make follow-up Investments. Any decision by a Fund not to make follow-up Investments, or a Fund’s inability to make them, may have substantial adverse effects on portfolio companies in need of such investment, may result in missed opportunities for the Fund to increase its participation in successful ventures, or may cause a decrease in the value of the Fund’s portfolio. Use of Leverage. A Fund trades on margin by borrowing funds and pledging securities as collateral, thereby utilizing leverage. Although leverage increases returns if a Fund earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns if the Fund fails to earn as much on such incremental investments as it pays for such funds. The effect of leverage in a declining market would also result in a greater decrease in the net asset value of a Fund than if the Fund were not so leveraged. If the assets, if any, used to secure the borrowing decrease in value, a Fund may be required to pledge additional collateral to the lender in the form of cash or securities to avoid liquidation of those assets. The Funds do not currently intend to use leverage other than non-recourse borrowings associated with specific transactions and leverage arising through the use of derivatives, although each Fund reserves the right to do so in the General Partner’s sole discretion. Reliance on Corporate Management and Financial Reporting. Finepoint may select investments for the Funds in part on the basis of information and data filed by issuers of securities with various government regulators or made directly available to the Firm by the issuers of securities or through sources other than the issuers such as collateral pool servicers. Although Finepoint will evaluate all such information and data and seek independent corroboration when it considers it appropriate and reasonably available, Finepoint will not be in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information will not be readily available. Finepoint is dependent on the integrity of the management of these issuers and of such servicers and the financial and collateral performance reporting processes in general. Recent events have demonstrated the material losses which investors can incur as a result of corporate mismanagement, fraud and accounting irregularities. Credit Analysis and Credit Risk. The strategies utilized by Finepoint require accurate and detailed credit analysis of issuers and there can be no assurance that its analysis will be accurate or complete. A Fund may be subject to substantial losses in the event of credit deterioration or bankruptcy of one or more issuers in its portfolio. Sovereign Debt. Sovereign debt instruments, which are debt obligations issued or guaranteed by a foreign governmental entity, are subject to the risk that the governmental entity may delay or fail to pay interest or repay principal on debt that it has issued or guaranteed, due to, for example, cash flow problems, insufficient foreign currency reserves, political considerations, relationships with other lenders such as commercial banks, the relative size of the governmental entity’s debt position in relation to the economy or the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a governmental entity defaults, it may ask for more time to pay or for further loans, or it may ask for forgiveness of interest or principal on its existing debt. Furthermore, a governmental

entity may be unwilling to renegotiate the terms of its sovereign debt. There may be no established legal process for a U.S. bondholder (such as a Fund) to enforce its rights against a governmental entity that does not fulfill its obligations, nor are there bankruptcy proceedings through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. Risks of Investments in Options. A Fund may invest, from time to time, in options. Investing in options can provide greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behavior of the underlying asset, or any combination thereof. 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 may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may 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 may, upon exercise of the option, be significantly different from the market value. Over-the-counter (“OTC”) options that a Fund may use in its investment strategies generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The OTC market for options is relatively illiquid, particularly for relatively small transactions. Put and Call Options. A Fund may purchase exchange-listed and OTC put and call options. In addition, a Fund may write and sell covered or uncovered call and put option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Similarly, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Options written by a Fund may be wholly or partially covered (meaning that the Fund holds an offsetting position) or uncovered. Options on specific investments may be used by a Fund to seek enhanced profits with respect to a particular investment. Alternatively, they may be used for various defensive or hedging purposes. Use of put and call options may result in losses to a Fund, force the sale or purchase of portfolio investments at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation a Fund can realize on its investments or cause a Fund to hold an investment it might otherwise sell. For example, a decline in the market price of a particular investment could result in a complete loss of the amount expended by a Fund to purchase a call option (equal to the premium paid for the option and any associated transaction charges). An adverse price movement may result in unanticipated losses with respect to covered options sold by a Fund. The use of uncovered option writing techniques may entail greater risks of potential loss to a Fund than other forms of options transactions. For example, a rise in the market price of the underlying investment will result in a Fund realizing a loss on the calls written, which would not be offset by the increase in the value of the underlying investments to the extent the call option position was uncovered. Single Stock Futures. A single stock futures contract is an agreement to buy or sell shares of a specific stock at a specified price on a designated date in the future. Investments in single stock futures involve a substantial degree of risk. The market for single stock futures is relatively new to the United States. Therefore, the size of the market for single stock futures is yet unknown. There is no assurance that a liquid secondary market will exist for single stock futures contracts purchased or sold, and a Fund may be required to maintain a position until exercise or expiration, which could result in losses. Furthermore, margin for single stock futures contracts is typically low relative to the value of the futures contracts purchased or sold. Low margin requirements mean that a relatively small price movement in a single stock futures contract may result in immediate and substantial losses to the investor. Hedging. A Fund may (but is not required to) utilize certain financial instruments and investment techniques for risk management or hedging purposes. There is no assurance that such risk management and hedging strategies will be successful, as such success will depend on, among other factors, Finepoint’s ability to predict the future correlation, if any, between the performance of the instruments utilized for hedging

purposes and the performance of the investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of a Fund’s hedging strategies may also be subject to Finepoint’s ability to correctly readjust and execute hedges in an efficient and timely manner. There is also a risk that such correlation will change over time rendering the hedge ineffective. It may be more difficult to hedge a position in a smaller cap issuer than a larger-cap issuer. A Fund’s portfolio is not expected to be completely hedged at all times and at various times Finepoint may elect to be more fully hedged and at other times hedged only to a limited extent, if at all. Accordingly, a Fund’s assets may not be adequately protected from market volatility and other conditions. Swap Transactions and Credit Default Swaps. A Fund may enter into swap agreements with respect to securities, indexes of securities and other assets or other measures of risk or return. Over the counter swap agreements are typically two-party contracts entered into for periods ranging from a few weeks to many years. In a standard “swap” transaction, two parties agree to exchange the returns (or the differential in rates of return) earned or realized on particular predetermined investments, instruments, or indices. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount”. Whether a Fund’s use of swap agreementswill be successful will depend on Finepoint’s ability to select appropriate transactions for the Fund. Swap transactions may be highly illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets could adversely affect a Fund’s ability to terminate existing swap transactions or to realize amounts to be received under such transactions. Swaps and certain other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty. Total return swaps are another form of swap transaction that the Firm may utilize in its investment programs. A total return swap allows the total return receiver to receive the change in market value of an asset (whether a security, interest rate, form of debt, currency or other asset) from the total return payer in return for paying a floating or fixed interest-rate on a predetermined amount. The total return payer is synthetically short and the total return receiver is synthetically long. Thus, total return swap agreements may effectively add leverage to a portfolio because, in addition, to its total net assets, the portfolio would be subject to investment exposure on the notional amount of the swap agreement. Credit default swaps are another type of swap that the Funds may utilize. A credit default swap is a type of credit derivative which allows one party (the “protection buyer”) to transfer credit risk of a reference entity (the “reference entity”) to one or more other parties (the “protection seller”). The protection buyer pays a periodic fee to the protection seller in return for protection against the occurrence of a number of events (each a “credit event”) which may be experienced by the reference entity. Credit default swaps carry specific risks including, but not limited to, high levels of leverage, the possibility that premiums are paid for credit default swaps which expire worthless, wide bid/offer spreads and documentation risks. In addition, there can be no assurance that the counterparty to a credit default swap will be able to fulfill its obligations to the Fund if a credit event occurs in respect to the reference entity. Further, the counterparty to a credit default swap may seek to avoid payment following an alleged credit event by claiming there is a lack of clarify in, or an alternative meaning of, language in the contract, most notably the language specifying what would amount to a credit event. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements, and speculative position limits are not applicable. For example, there are less onerous requirements with respect to record keeping, financial responsibility or segregation of customer funds or positions, and for certain products, there are no such requirements. In contrast to exchange-traded futures contracts, interbank traded instruments rely on the dealer or contracting counterparty to fulfill t h e i r contract. As a result, trading in interbank foreign exchange contracts may be subject to more risks than futures or options trading on regulated exchanges, including, but not limited to, the risk of default due to the failure of a counterparty with which a Fund has forward contracts. Although

Finepoint seeks to trade with responsible counterparties, failure by a counterparty to fulfill its contractual obligation could expose a Fund to unanticipated losses. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any currency market traded by a Fund due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward trading to less than that which Finepoint would otherwise recommend, to the possible detriment of a Fund. Market illiquidity or disruption could result in significant losses to a Fund. Other Derivative Investments. Derivative instruments or “derivatives” include futures, options, 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 may expose a Fund 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. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent Finepoint from promptly liquidating unfavorable positions and subject a Fund to substantial losses. Regulation of Derivatives. The U.S. government has enacted legislation that provides for regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union, the United Kingdom and some other countries are implementing similar requirements, which will affect market participants when they enter into derivatives transactions with a counterparty organized in that country or otherwise subject to that country’s derivatives regulations. Clearing rules and other new rules and regulations could, among other things, restrict an account’s ability to engage in, or increase the cost of, derivatives transactions, for example, by making some types of derivatives no longer available, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. While the new rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime central clearing and related requirements create exposure to new kinds of costs and risks. For example, in the event of a counterparty’s (or its affiliate’s) insolvency, the ability of an account to exercise remedies, such as the termination of transactions, netting of obligations and realization on collateral, could be stayed or eliminated under new and existing special resolution regimes adopted in the U.S., the European Union and various other jurisdictions. Such regimes provide government authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, with respect to counterparties who are subject to such proceedings in the European Union, the liabilities of such counterparties could be reduced, eliminated, or converted to equity in such counterparties

(sometimes referred to as a “bail in”). Additionally, U.S. regulators, UK regulators, the European Union and certain other jurisdictions have adopted minimum margin and capital requirements for uncleared derivatives transactions. These rules impose minimum margin requirements on derivatives transactions and may increase the amount of margin required. They impose regulatory requirements on the timing of transferring margin and the types of collateral that parties are permitted to exchange. These and other regulations are relatively new and evolving, so their potential impact on market participants and the financial system are not yet known. Convertible Securities and Investments in Equity-Related Convertible Securities. A Fund may invest a portion of its capital in convertible securities and equity-related convertible securities. The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is influenced principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Fund is called for redemption, the Fund will be required, depending on the terms of the security, to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Any of these actions could have an adverse effect on a Fund’s ability to meet its investment objective. Structured Investments. A Fund may invest in entities organized and operated solely for the purpose of restructuring the investment characteristics of other debt securities, including debt securities issued by foreign governments. These investments will typically consist of equity or subordinated debt securities issued by a private investment fund that invests, on a leveraged basis, in other debt securities or bank loans directly or through total rate of return swaps or other credit derivatives. The cash flow on underlying instruments may be apportioned among the newly issued securities to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to such securities is dependent on the extent of the cash flow on the underlying instruments. Certain classes of such securities may be subordinated to the right of payment of another class, and therefore such structured investments typically have higher yields and present greater risks than unsubordinated structured investments. A Fund’s investments in structured products will be subject to a number of risks, including risks related to the fact that the structured products will be leveraged. Utilization of leverage is a speculative investment technique and will generally magnify the opportunities for gain and risk of loss borne by an investor in the equity or subordinated debt securities issued by a structured product. Many structured products contain covenants designed to protect the providers of debt financing to such structured products. A failure to satisfy those covenants could result in the untimely liquidation of the structured product and a complete loss of a Fund’s investment therein. In addition, if the particular structured product is invested in a security in which a Fund is also invested, this would tend to increase the Fund’s overall exposure to the credit of the issuer of such securities, at least on an absolute, if not on a relative, basis. The value of an investment in a structured product will depend primarily on the investment performance of the assets in which the structured product invests and will therefore be subject to all of the risks associated with an investment in those assets. These risks include the possibility of a default by, or

bankruptcy of, the issuers of such assets or a claim that the pledging of collateral to secure any such asset constituted a fraudulent conveyance or preferential transfer that can be subordinated to the rights of other credits of the issuer of such asset or nullified under applicable law. A Fund will not own such assets directly and will therefore not benefit from general rights applicable to the holders of assets, such as the right to indemnity and the rights of setoff, or have voting rights with respect to such assets, and in such cases, all decisions related to such assets, including whether to exercise certain remedies, will be controlled by the structured product terms. Furthermore, there are certain tax and market uncertainties that present risks relating to investing in structured products. Dark Pools and Other Private Trading Venues. Finepoint, on behalf of each Fund, may utilize so-called “dark pools” and other private trading venues to execute trades of securities. In a dark pool, buyers and sellers do not reveal their identities and often reveal very little, if anything, about their order sizes, as opposed to a traditional exchange, like the NYSE Euronext, where orders are transparent. There are a number of different types of non-displayed liquidity providers, including electronic communications networks (“ECNs”), broker-sponsored dark pools, crossing networks and broker-led consortium dark pools. Dark pools and other anonymous venues may provide price improvement and the ability to protect trade orders from others in the market that would take advantage of information revealed during a trade. Dark pools and other private trading venues generally look to traditional exchanges to get their pricing information. However, if more and more trades are conducted through dark pools and other private trading venues, the prices used in dark pool trades might not be as reliable and up-to-date as they should be. Moreover, the use of dark pools means that firms cannot take advantage of changes in prices because the market cannot react immediately to transactions occurring in dark pools. Furthermore, different entities in a dark pool cannot see each other and therefore do not have a sense of what each other's strategies and motives are. In addition, the prices charged by dark pools and crossing networks can be complex and may be higher than those charged by traditional exchanges and may be manipulated by high speed or quantitative traders. The prices charged by dark pools and independently operated crossing networks also may cover execution only and not investment research and other services and may also be used to fund contributions to commission-sharing arrangements. Position Limits. “Position limits” imposed by various regulators may limit a Fund’s ability to effect desired trades. For example, the CFTC has adopted position limits on the size of positions that market participants may own or control in certain futures, options on futures and swaps. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular financial instrument. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if a Fund does not intend to exceed applicable position limits, it is possible that different accounts managed by Finepoint may be aggregated. If at any time positions managed by the Firm were to exceed applicable position limits, Finepoint would be required to liquidate positions, which might include positions of a Fund, to the extent necessary to come within those limits. Further, to avoid exceeding the position limits, a Fund might have to forego or modify certain of its contemplated trades. Purchasing Securities of Initial Public Offering. From time to time a Fund may purchase securities that are part of initial public offerings. The prices of these securities may be very volatile. The issuers of these securities may be undercapitalized, have a limited operating history, and lack revenues or operating income without any prospects of achieving them in the near future. Some of these issuers may only make available a limited number of shares for trading and therefore it may be difficult for a Fund to trade these securities without unfavorably impacting their prices. In addition, investors may lack extensive knowledge of the issuers of these securities. A Fund may invest in securities that are “new issues,” as defined in Financial Industry Regulatory Authority (“FINRA”) Rules 5130 and 5131. FINRA Rule 5130 and FINRA Rule 5131 restrict certain persons from participating in “new issues.” Portfolio Liquidity and Transfer Restrictions (PIPEs and Similar Investments). A Fund has invested and

may in the future invest its assets in so-called “PIPE” transactions, in which a private purchase of common stock or a security convertible into common stock is anticipated to be followed shortly by a registered public offering of such common stock, or of common stock of the same class. As securities sold in a PIPE transaction will generally be restricted only for the period from the private sale until the issuer’s registration statement with the SEC covering resale of such securities becomes effective, a Fund may pay more for such securities than for other private placement securities. If the issuer is unable to obtain an effective resale registration statement for a PIPE, the PIPE will remain restricted under U.S. securities laws (subject to the availability of some other exemption) and a Fund may be unable to recover from the issuer an amount sufficient to compensate the Fund for the loss of liquidity of such security. Equity Securities of Growth Companies. A portion of each Fund’s assets may be invested in equity securities of companies that Finepoint believes have potential for capital appreciation significantly greater than that of the market averages, so-called “growth” companies. The market capitalization of the growth companies in which a Fund will invest may range from small to large capitalizations. Growth stocks are generally more sensitive to market movements than other types of stocks, primarily because their stock prices are based heavily on future expectations. Securities of growth companies may be traded in the OTC markets. While OTC markets have grown rapidly in recent years, many OTC securities trade less frequently and in smaller volume than exchange-listed securities. The values of these securities may fluctuate more sharply than exchange-listed securities, and a Fund may experience some difficulty in acquiring or disposing of positions in these securities at prevailing market prices. Preferred Shares. A Fund may invest in the preferred shares of certain companies. Preferred shares may pay dividends at a specific rate and generally have preference over common stock in the payment of dividends in a liquidation of assets but rank after debt securities. Unlike interest payments on debt securities, dividends on preferred shares are generally payable at the discretion of the board of directors of the issuer. The market prices of preferred shares are subject to changes in interest rates and are more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Investment in Public and Private Small Companies. There is no limitation on the size or operating experience of the companies in which a Fund may invest. Some small companies, whether publicly traded or privately owned, in which a Fund may invest may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Special Purpose Acquisition Companies. The Partnership has invested and may in the future invest in units, shares, warrants, and other interests in special purpose acquisition companies or similar entities that pool funds to seek potential acquisition opportunities (collectively, “SPACs”). The funds raised by a SPAC in its initial public offering (“IPO”) are held in trust until the SPAC successfully consummates an initial business combination (“IBC”) or until redeemed by public shareholders in connection with an IBC, and the SPAC promoter typically receives a discounted material stake in the SPAC. If the SPAC fails to consummate an IBC within a specified timeframe, typically 24 months (which may be extended in certain circumstances), the trust proceeds are returned to the public shareholders. The Partnership may also invest in a SPAC through a private placement in connection with an IBC. For these investments, the Partnership may agree not to transact in or hedge the securities of the SPAC for a specified period of time. As a result, the Partnership could have a prolonged period of exposure to a particular SPAC without the ability to liquidate or hedge the position. Such investments are also subject to the risks associated with PIPEs. An investment in a SPAC is subject to a variety of risks, including, among others, that (i) as a newly formed company with no operating history there is little basis on which to evaluate the SPAC’s ability to consummate a successful IBC other than the track record of the its management team; (ii) the SPAC may

encounter substantial competition for attractive targets, particularly given the substantial increase in SPACs in recent years; (iii) the SPAC may not identify an attractive business combination target, and the SPAC may be required to liquidate and return any remaining monies to shareholders; (iv) a business combination, if effected, may prove unsuccessful and an investment in the SPAC may lose value; (v) the warrants or other rights with respect to the SPAC held by the Partnership may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) the Partnership may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; and (vii) an investment in a SPAC may be diluted in connection with the business combination or by additional financings. Foreign Securities. The Funds invest in securities of non-U.S. issuers. A Fund’s investments in securities and instruments in foreign markets involve substantial risks not typically associated with investments in U.S. securities. Foreign securities investments may be affected by changes in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy (in the United States and abroad) or changed circumstances in dealings between nations. Changes in foreign currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of a Fund’s assets denominated in that currency and thereby impact the Fund’s total return on such assets. A Fund may utilize options and forward contracts to hedge in whole or in part against currency fluctuations, but there can be no assurance that such hedging transactions will be effective. Investments in foreign securities are subject to risks relating to political and economic developments abroad, including the possibility of expropriations or confiscatory taxation, limitations on the use or transfer of Fund assets and any effects of foreign social, economic or political instability. Foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about such companies. Moreover, foreign companies are not subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. Finally, in the event of a default of any foreign debt obligations, it may be more difficult for a Fund to obtain or enforce a judgment against the issuers of such securities. Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their American counterparts. Brokerage commissions, dealer concessions and other transaction costs may be higher in foreign markets than in the U.S. Differences in clearance and settlement procedures in foreign markets may cause delays in settlements of a Fund’s trades affected in such markets. In addition, changes or modifications in existing judicial decisions or in the current positions of the IRS, either taken administratively or as contained in published revenue rulings and revenue procedures (which changes or modifications may apply with retroactive effect), and the passage of new legislation, could lead to unfavorable treatment of certain non-U.S. investments which could adversely impact a Fund’s portfolio. Emerging Market Securities. There are substantial risks involved in investing in companies located in underdeveloped or developing countries, which are sometimes referred to as “emerging markets.” These risks are in addition to the usual risks inherent in foreign investments described above. Because of greater risks of adverse political developments, the lack of effective legal structures and difficulties effecting securities transfers and settlements, a Fund risks the loss of its entire investment when investing in companies located in certain emerging markets. Generally, emerging market debt securities are not required to meet any rating standards and may not be rated for creditworthiness by any internationally recognized credit rating organization. Emerging market debt securities rated in the lower and lowest rating categories of internationally recognized credit rating organizations and unrated securities of comparable quality are predominantly speculative with respect to the capacity to pay interest and repay principal in accordance with their terms and generally involve a greater risk of default and volatility in price than securities in higher rating categories.

American Depository Securities & Receipts (“ADRs” or an “ADR”). In certain instances, rather than directly holding securities of non-U.S. companies, a Fund may hold these securities through an American Depository Receipt. An ADR is issued by a U.S. bank or trust company to evidence its ownership of securities of a non-U.S. company. The currency of an ADR may be U.S. dollars rather than the currency of the non-U.S. company to which it relates. The value of an ADR will not be equal to the value of the underlying non-U.S. securities to which the ADR relates as a result of a number of factors. These factors include the fees and expenses associated with holding an ADR, the currency exchange relating to the conversion of foreign dividends and other foreign cash distributions into U.S. dollars, and tax considerations such as withholding tax and different tax rates between the jurisdictions. In addition, the rights of a Fund, as a holder of an ADR, may be different than the rights of holders of the underlying securities to which the ADR relates, and the market for an ADR may be less liquid than that of the underlying securities. The foreign exchange risk will also affect the value of the ADR and, as a consequence, the performance of the investor holding the ADR. Repurchase and Reverse Repurchase Agreements. A Fund may enter into repurchase and reverse repurchase agreements. When a Fund enters into a repurchase agreement, the Fund “sells” securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, a Fund “buys” securities issued by the U.S. or a non-U.S. government, or agencies thereof, from a broker- dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by a Fund involves certain risks including that the seller under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities. Disposing of the security in such cases may involve costs to a Fund. Exchange Rate Fluctuations - Currency Considerations. A Fund has invested in and expects to invest in securities denominated in currencies other than the U.S. dollar or hold active currency positions that are denominated in currencies other than the U.S. dollar and as a result, may be exposed to currency exchange risk. Changes in exchange rates between currencies or the conversion from one currency to another may cause the value of a Fund’s investments to diminish or increase. Currency exchange rates may fluctuate over short periods of time and are generally determined by supply and demand in the currency exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates can be affected unpredictably by intervention (or the failure to intervene) by governments or central banks, or by currency controls or political developments. Furthermore, a Fund may incur costs in connection with conversions between various currencies. Currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to a Fund at one rate, while offering a lesser rate of exchange should a Fund desire immediately to resell that currency to the dealer. A Fund will conduct currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward or options contracts to purchase or sell non-US. currencies. It is anticipated that most of a Fund’s currency exchange transactions will occur at the time securities are purchased and will be executed through the local broker or custodian acting for each Fund. General Real Estate Risks. A Fund may invest in real estate. Real estate investments generally will be subject to the risks incident to the ownership and operation of real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate, including (i) risks associated with both the domestic and international general economic climate; (ii) local real estate conditions; (iii) risks due to dependence on cash flow; (iv) risks and operating problems arising out of the absence of certain construction materials; (v) changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); (vi) the financial condition of tenants, buyers and sellers of properties; (vii) changes in availability of debt financing; (viii) energy and supply shortages; (ix) changes in the tax, real estate, environmental and zoning laws and regulations; (x) various uninsured or uninsurable

risks; (xi) natural disasters; and (xii) the ability of a Fund or third-party borrowers to manage the real properties. With respect to investments in the form of real property owned by a Fund, the Fund will incur the burdens of ownership of real property, which include the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. With respect to investments in equity or debt securities, the Fund will in large part be dependent on the ability of third parties to successfully operate the underlying real estate assets. There is no assurance that there will be a ready market for resale of investments because investments in real estate generally are not liquid. Investing in REITs and Other Real Estate Securities. A Fund may invest in securities issued by entities which qualify as “real estate investment trusts” (“REITs”) under the Code, and in securities of development and management companies. As a result, some of the Fund’s investments are subject to the risks incident to investments in REITs and companies engaged in real estate activities, generally including: (i) potential environmental liabilities, the risk of uninsured losses, the perceptions of prospective tenants of the safety, convenience and attractiveness of the properties, the ability of the owner to provide adequate management, maintenance and insurance, the expenses of periodically renovating, repairing and re-letting spaces, and increasing operating costs (including mortgage payments, real estate taxes, insurance, maintenance costs and utilities) which may not be passed through to tenants; risks of owning properties through joint ventures or partnerships which may render a REIT or a company engaged in real estate activities unable to exercise sole decision-making authority and subject the REIT or other company to the risk that a joint venturer or partner will act in a manner contrary to its best interests; (iii) general real estate investment considerations, such as the effect of local economic and other conditions on property cash flows and values, the need to re-let space upon the expiration of current leases, dependence on major tenants and the possibility of tenant defaults, the ability of a property to generate revenue sufficient to meet debt service payments and other operating expenses, periodic excessive real estate development, and the illiquidity of real estate investments, all of which may affect the REIT’s or other company’s ability to make expected distributions to its stockholders; (iv) possible increases in interest rates, which may lead prospective purchasers of real estate equity securities, as well as other classes of equities, to demand higher annual yields, and which would adversely affect the market price of such securities; (v) borrowing risks; (vi) relative illiquidity of real estate investments which will tend to limit the ability of a REIT or non-REIT issuer to vary its holdings promptly in response to changes in local economic or other conditions; and (vii) risks associated with the management by REITs of properties owned by third parties, including the risk that management contracts (which are typically cancelable without notice) will be terminated by the entity controlling the property or in connection with the sale of such property, that contracts may not be renewed upon expiration or may not be renewed on terms consistent with current terms, and that the rental revenues upon which management fees are based will decline as a result of general real estate market conditions or specific market factors. Investments in REITs are also subject to special risks, including, without limitation: (i) restrictions on ownership (which may prohibit ownership of more than 9.9% of a REIT’s shares by one investor), which are designed to ensure that the REIT does not violate certain share accumulation restrictions imposed by federal tax laws on REITs and which may also deter possible acquisitions of, or changes in control of, a REIT; (ii) many REITs have small-to-medium sized market capitalizations which may be more volatile than prices of large-capitalization securities and an investment in such securities may be less liquid; and (iii) tax risks, including risk of changes in the tax laws that may cause a REIT to fail to qualify as a REIT or cause REITs, generally, to be subject to corporate taxation. Exchange Traded Funds. A Fund may invest in and sell short shares of exchange traded funds (“ETFs”) and other similar instruments. These transactions may be used to adjust a Fund’s exposure to the general market or industry sectors and to manage the Fund’s risk exposure. ETFs and other similar instruments involve risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices, or that the prices of stocks within a particular sector, may increase or decrease, thereby affecting the value of the shares of the ETF or other instruments. Closed-End Funds. A Fund may invest in closed-end investment funds whose shares may trade at a premium or discount to their net asset value. Closed-end funds differ from open-end investment funds in that holders of interests in a closed-end fund do not have the right to redeem their interests on a daily

basis at a price based on net asset value. A Fund will generally not have any control over the investments made by closed-end funds and will generally only have limited access to information about the closedend funds and their investments. The closed-end funds often trade independently of each other and, at times, may hold economically offsetting positions. At times closed-end funds may make in kind distributions which could result in a Fund owning securities that were in the closed-end fund’s portfolio. These securities may be illiquid and may take considerable time to sell. If a fund is converted to openend status, there may be fees for withdrawal. These fees often decline over time; consequently, a Fund may hold shares in an open-end fund. Publicly traded investment funds frequently have anti-takeover provisions that make it difficult to convert them to open- end funds, which would allow the fund’s shareholders to realize the full value of that fund’s assets. Money Market Instruments. Finepoint may invest all or a portion of a Fund’s assets in high quality fixedincome securities, money-market instruments, and foreign money-market mutual funds, or hold cash or cash equivalents in such amounts as Finepoint deems a ppropriate under the circumstances. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less, and may include U.S. government securities, commercial paper, certificates of deposit and bankers’ acceptances issued by domestic branches of United States banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements. However, there can be no assurances that such investments will not be subject to significant risks. Risks of Index-Linked Securities. A Fund may invest in index-linked securities whose prices are indexed to the prices of securities indices, currencies, or other financial statistics. Indexed securities typically are debt securities or deposits whose value at maturity and/or coupon rate is determined by reference to a specific instrument or statistic. The performance of indexed securities fluctuates (either directly or inversely, depending upon the instrument) with the performance of the index, security or currency. At the same time, indexed securities are subject to the credit risks associated with the issuer of the security, and their value may substantially decline if the issuer’s creditworthiness deteriorates. Recent issuers of indexed securities have included banks, corporations and certain US government agencies. Counterparty Risk. Some of the markets in which a Fund may effect transactions are OTC or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange–based” markets are subject. This exposes a Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing a Fund to suffer a loss. Such “counterparty risk” is accentuated for contractswith longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. Counterparties in foreign markets face increased risks, including the risk of being taken over by the government or becoming bankrupt in countries with limited if any rights for creditors. A Fund is not restricted from concentrating any or all of its transactions with one counterparty. The ability of a Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. Counterparty risks also include the failure of executing brokers to honor,execute, or settle trades. Pursuant to the Dodd-Frank Act, some derivatives transactions will be subject to mandatory clearing and are subject to the margin requirements set forth by the clearinghouse. The U.S. government and the European Union are also implementing mandatory minimum margin requirements for OTC derivatives. Futures commission merchants used by a Fund to hold cleared derivatives may raise their fees to cover the costs of additional capital requirements and other regulatory changes applicable to such entities now or in the future. The additional margin and fees may increase the cost of derivatives transactions and thereby potentially decrease the profitability of certain positions. These rules and regulations are new and evolving, so their potential impact on a Fund and the financial system are not yet known. General Economic and Market Conditions. Factors such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, natural disasters, pandemics, changes in laws (including

laws relating to taxation), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations) can affect the portfolios. These factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of investments and the availability of certain securities and investments. Volatility or illiquidity could impair a portfolio’s profitability and result in losses. The portfolios may maintain substantial trade positions that can be materially adversely affected by the level of volatility in the financial markets – the larger the positions, the greater the potential for loss. The Funds may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Funds from their banks, dealers and other counterparties typically will be reduced in disrupted markets. Such a reduction may result in substantial losses. Market disruptions may from time to time cause dramatic losses for the portfolios, and such events can result in otherwise historically lowrisk strategies performing with unprecedented volatility and risk. Russian Invasion of Ukraine. Russia’s 2022 invasion of Ukraine, the resulting displacement of persons both within Ukraine and to neighboring countries, and the associated international sanctions could have a negative impact on the economy and business activity globally (including in countries in which the Partnership invests), and therefore could adversely affect the performance of the Partnership’s investments. Furthermore, given the ongoing nature of the conflict between the two nations and its escalation (such as Russia’s recent decision to place its nuclear forces on high alert and the possibility of significant cyberwarfare against military and civilian targets globally), it is difficult to predict the conflict’s ultimate impact on global economic and market conditions. As a result, the situation creates material uncertainty and risk with respect to the Partnership’s investment performance and operations and the Partnership’s ability to achieve its investment objectives. Risks Relating to Taiwan/ China Conflict. Taiwan has a unique international political status as the governments of both mainland China and Taiwan continue to assert sovereignty over Taiwan and the mainland Chinese government does not recognize the legitimacy of the government of Taiwan. Although significant economic and cultural relations have been established in the past decade between Taiwan and mainland China, mainland China has refused to renounce the possibility that it may use military force to gain control over Taiwan if Taiwan declares independence or if a foreign power interferes in Taiwan’s domestic affairs. If the relations between Taiwan and mainland China deteriorate or result in future military actions or economic sanctions or other disruptive activities, such developments could have a material adverse effect on the Taiwanese economy and ultimately on regional and global economic and market conditions. Sanctions. The U.S. or other nations or government entities could impose sanctions on a country, group or individual that limit or restrict foreign investment, the movement of assets or other economic activity or that otherwise restrict the ability to conduct business with the target party. Before making investments, the Investment Manager conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment, including, where applicable, an assessment of whether the investment might be subject to sanctions. In addition, the Investment Manager monitors the risk of sanctions with respect to existing investment holdings on an ongoing basis. Despite the risk assessment and monitoring undertaken by the Investment Manager, investments may become subject to economic sanctions laws and regulations of various jurisdictions, which could adversely impact the Partnership. At any given time, whether under applicable law, by contractual commitment or as a voluntary risk management measure, the Partnership may be required, or elect, to comply with various sanctions programs, including the Specially Designated Nationals and Blocked Persons List and Sectoral Sanctions programs administered by United States Department of Treasury’s Office of Foreign Assets

Control (“OFAC”) and the sanctions regimes administered by subsidiary organs of the United Nations Security Council. Some sanctions that may apply to the Partnership prohibit or restrict dealings with particular identified persons. Other potentially applicable sanctions programs broadly prohibit or restrict dealings in certain countries or territories or with individuals and entities located in such countries or territories. In addition to such current sanctions, additional sanctions may be imposed in the future. Such sanctions may be imposed with little or no advance warning or “safe harbor” for compliance and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Sanctions may adversely affect the Partnership in various ways, including by preventing or inhibiting the Partnership from making certain investments, forcing the Partnership to divest from investments previously made, and leading to substantial reductions in the revenues, profits and value of companies in which the Partnership has invested. In addition, if the Partnership or the Investment Manager, were to violate or be deemed in violation of any such sanction, it could face significant legal and monetary penalties. Depending on the scope and duration of a particular sanctions program, compliance by the Partnership may result in a material adverse effect on the Partnership. Market Disruptions and Governmental Intervention. The global financial markets have in the past gone through pervasive and fundamental disruptions that have led to extensive governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, certain of these interventions were unclear in scope and application, resulting in confusion and uncertainty which in itself was materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Any such future intervention could have a material adverse impact on the Funds. Monetary Policy and Governmental Intervention. Governmental actions to stabilize markets and encourage economic growth may be ineffective or have an adverse effect on the Partnership and its investments. For example, while the Board of Governors of the U.S. Federal Reserve System and global central banks, including the European Central Bank, acted in the wake of the global financial crisis to hold interest rates to historic lows, they recently began implementing a series of planned and steep interest rate increases in an effort to stem significant inflationary pressures. It is possible that the expected substantial rise in interest rates or other Federal Reserve actions could fail to reduce inflation or otherwise cause the U.S. economy to deteriorate, which in turn could negatively impact certain Partnership investments. Changes in monetary policies and other governmental interventions, similar to the macroeconomic conditions that precipitate them, are difficult to predict. Custody and Banking Risks. The Partnership will maintain funds with one or more banks or other depository institutions (“banking institutions”), which may include US and non-US banking institutions, and may have financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom the Partnership, the General Partner and/or the Investment Manager transact may inhibit the ability of the Partnership to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Partnership may be forced to delay or forgo investments when it is not desirable to do so, resulting in lower performance for its investors. In the event of such a failure of a banking institution where the Partnership holds depository accounts, access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Partnership may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. The loss of amounts maintained with a banking institution or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to the Partnership. In addition, the Investment

Manager may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets from one bank to another in a timely manner in the event a banking institution comes under stress or fails. Cybersecurity Risk. As part of its business, Finepoint processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the investors. Similarly, service providers of Finepoint and the Funds, especially the Administrator, may process, store and transmit such information. Finepoint has procedures and systems in place to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to Finepoint may be susceptible to compromise, leading to a breach of Finepoint’s network. Finepoint’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by Finepoint’s Administrator to the investors may also be susceptible to compromise. Breach of Finepoint’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of the investors to be lost or improperly accessed, used or disclosed. Any of the foregoing events could have a material adverse effect on the Funds and the investments therein and could cause the Funds, Finepoint or their service providers to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. In addition, Finepoint may incur substantial costs related investigation of the origin and scope of a cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of proprietary information, adverse investor reaction, increased insurance premiums or difficulties obtaining insurance coverage or litigation, regulatory actions or other legal risks. The service providers of Finepoint and the Funds are subject to the same electronic information security threats as Finepoint. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the clients and personally identifiable information of the investors may be lost or improperly accessed, used or disclosed. Tax Reform Risks. On December 22, 2017, P.L. 115-97 (the “Tax Act”), originally introduced in Congress as the U.S. Tax Cuts and Jobs Act, was enacted. There continues to be uncertainty regarding certain aspects of this law and its application, and the current administration has announced that it is contemplating further legislation that may result in significant changes to the Internal Revenue Code of 1986, as amended. In addition, under current law, gains in respect of a general partner’s right to carried interest will be subject to a three-year “holding period” in order to be classified as “long term capital gains,” while the corresponding holding period requirement with respect to Fund investors is one year. This holding period requirement could affect investment decisions, including the timing and structure of dispositions, and could adversely impact returns for investors. For example, the holding period requirement may incentivize the general partner to cause a Fund to hold an investment for longer than three years in order for the general partner to obtain a preferential tax rate on carried interest, even if there are attractive realization opportunities prior to that time. Further, there are currently administrative and legislative proposals to further change the tax treatment of “carried interest” in ways that may be adverse to partners in the general partner. A general partner and the Adviser may take these potential adverse consequences into account in their management and operation of the Funds and in addressing these adverse consequences, the interests of the general partner and the Adviser, on the one hand, may diverge from the interests of the investors, on the other hand. United Kingdom Exit from the European Union. The United Kingdom (the “UK”) left the European Union on 31 January 2020 (commonly referred to as “Brexit”). During an 11 month transition period, the UK and the European Union agreed to a Trade and Cooperation Agreement which sets out the agreement for certain

parts of the future relationship between the European Union and the UK from 1 January 2021. The Trade and Cooperation Agreement does not provide the UK with the same level of rights or access to all goods and services in the European Union as the UK previously maintained as a member of the European Union and during the transition period. In particular the Trade and Cooperation Agreement does not include an agreement on financial services which is yet to be agreed. Accordingly, uncertainty remains in certain areas as to the future relationship between the UK and the European Union. Areas where the uncertainty created by the UK’s withdrawal from the European Union is relevant include, but are not limited to, trade within Europe, foreign direct investment in Europe, the scope and functioning of European regulatory frameworks (including with respect to the regulation of alternative investment fund managers and the distribution and marketing of alternative investment funds), industrial policy pursued within European countries, immigration policy pursued within European Union countries, the regulation of the provision of financial services within and to persons in Europe and trade policy within European countries and internationally. The volatility and uncertainty caused by the withdrawal may adversely affect the value of a Fund’s investments and the ability to achieve the investment objective of a Fund.

For a description of material conflicts of interest created by the relationship among Finepoint and the General Partner, as well as a description of how such conflicts are addressed, please see Item 11 below. Finepoint currently has not selected any other investment advisers for the Funds. However, the Fund may invest in pooled investment vehicles or in partnerships or joint ventures with other investment advisers. In addition, in the future, the Firm may select other third-party investment advisers to manage a portion of the Funds’ assets. Any such selections will not result in the payment on a net basis of additional management fees, carried interests or performance allocations by the Funds, other than the expense of fees or allocations paid to unaffiliated investment managers of listed funds in which the Funds invest.

market funds, open-end mutual funds, interests in 529 college savings plans and securities of the United States government. Employees may also invest in the Funds, subject to eligibility requirements. Exceptions to this policy require the approval of the Chief Compliance Officer or the Principal and are expected to be given in limited circumstances when the Chief Compliance Officer or Principal believe that conflicts, business and regulatory risks do not exist or are appropriately mitigated. A full copy of the Code of Ethics will be made available to investors upon written request. Conflicts of Interest There are certain actual and potential conflicts of interest that should be considered by prospective investors before subscribing for interests in the Funds. The General Partner, Finepoint, and their respective principals, managers, members, partners, affiliates and employees, will provide investment management and advisory services to the each of the Funds and will also provide investment management and advisory services to any co-investment vehicles. Transactions with Affiliates. If permitted under applicable law, Finepoint may, on behalf of a Fund, for liquidity, portfolio rebalancing, trade allocation or other reasons, purchase investments from, sell investments to or enter into agreements with any other Finepoint Capital Fund, or the other accounts managed by the Firm (i.e., “cross transactions”). The terms of any such cross transactions will be commercially reasonable and will not be materially less favorable to either of the Funds than those available in the market. Finepoint will receive no special fees or other compensation in connection with cross transactions. Expenses incurred in a cross transaction will be allocated equitably in the sole discretion of Finepoint between a Fund and the other parties to the cross transaction. Similarly, if a transaction is cancelled, any costs incurred will be allocated equitably in the sole discretion of Finepoint between a Fund and the other parties to the cross transaction. The Funds are generally expected to invest pari passu, subject to tax, legal or other considerations. As a general rule, allocations of purchases by the Funds are made pro rata based on each Fund’s respective percentage of aggregate net assets and sales will be allocated between the Funds in accordance with each Fund’s percentage of the aggregate position owned. To the extent any allocations are made to the Funds on a non-pro rata basis, the Principal and the Chief Compliance Officer would review and the Controller/Director of Operations or the Chief Compliance Officer would record the reason for such non-pro rata allocation. From time to time, a Fund may engage in principal transactions and certain other related-party transactions. In no event shall any such transaction be entered into unless it complies with applicable law. In such an event, the applicable Fund or Funds may select from time to time, one or more persons who shall be affiliated with one or more limited partners in a Fund to serve on a committee, the purpose of which is to consider and, on behalf of such limited partners, approve or disapprove, to the extent required by applicable law, “principal transactions” (as defined in Section 206(3) of the Advisers Act). Any such committee shall have no more than five (5) members. The General Partner shall disclose to a Fund’s limited partners the name of each member selected for such committee and their applicable affiliation with one or more limited partners in the Fund. Other Activities. The Funds will pursue the same investment objective and strategies and will generally invest, subject to tax, legal or other considerations, pari passu with each other. However, the investments by such Funds are not required to be the same, and, as a result, the performance of these entities may diverge over time. In addition, any co-investment vehicles may participate with one or more Funds in certain investments. The securities to be purchased or sold by the Funds (and any applicable co-investment vehicles) may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Execution prices for identical securities purchased or sold on behalf of multiple accounts in any one day may be (but are not required to be) averaged. In such instances, allocation of prices, as well as expenses incurred in the transaction, will be made in a manner that Finepoint considers to be equitable given the circumstances. In addition, one or more of the Funds may jointly invest (or invest with other accounts managed by Finepoint) in special purpose investment vehicles established to hold certain securities.

The General Partner, Finepoint, and their respective principals, managers, members, partners, affiliates and employees (“Finepoint Personnel”), may, in the future, engage in other activities, including providing investment management and advisory services to other accounts, and such persons are not required to refrain from any activity, to disgorge profits from any such activity or to devote all or any particular amount of time or effort to any Fund. The Firm and its respective members, principals, managers, officers and employees will devote as much of their time to the activities of each Fund as Finepoint deems necessary and appropriate. Due to its investment strategy and research activities, Finepoint may not be able to take actions that might benefit any one Fund because of confidential information it acquires or obligations it incurs in connection with its activities. For example, Finepoint Personnel may serve on creditors’ committees and/or the board of directors of one or more publicly or privately traded companies, including, but not limited to, companies in which a Fund or co-investment vehicle has invested or otherwise might invest. In addition, the Firm may have a conflict of interest in rendering advice to a client because the financial benefit from managing some other client’s account may be greater (e.g., in the event that such account generates higher fees or allocations or has a larger portion of its capital attributable to Finepoint or its affiliates), which may provide an incentive to favor such other account. Further, by reason of their responsibilities in connection with other activities of the Finepoint, certain Finepoint Personnel may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Funds will not be free to act upon any such information. Due to these restrictions, the Funds may not be able to initiate a transaction that it otherwise might have initiated and may not be able to sell an investment that it otherwise might have sold. In addition, from time to time, representatives of Finepoint may speak at conferences and programs for investors interested in investing in hedge funds that are sponsored by prime brokers. These conferences and programs may provide opportunities by which the Firm is introduced to potential investors in any Fund and other investment vehicles it manages. Generally, prime brokers are not compensated by Finepoint, a Fund, or potential investors for providing such “capital introduction” opportunities. In addition, prime brokers may provide financing and other services to a Fund and Finepoint. Consequently, such additional services by a prime broker may influence the Firm in deciding whether to use the services of such prime broker in connection with the activities of a Fund. Funds from time to time invest in securities of companies in which Finepoint Personnel and other related persons of Finepoint and its affiliates have previously invested for their own accounts. Furthermore, Finepoint Personnel and other related persons of the Finepoint and its affiliates from time to time invest for their own accounts in securities of companies in which the Funds have previously invested. While the significant interests of the Finepoint Personnel generally align the interest of such persons with the Funds, such persons may have differing interests from the Fund with respect to such investments (for example, with respect to the availability and timing of liquidity), creating conflicts of interest. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflicts not existed. Finepoint, its affiliates, and partners, officers, principals and employees may buy or sell securities or other instruments that Finepoint has recommended to Funds. Finepoint Personnel may also buy securities in transactions offered to but rejected by Funds. A conflict of interest may arise because such investing Finepoint personnel will, for some investments, benefit from the evaluation, investigation, and due diligence undertaken by Finepoint on behalf of the Fund. In such circumstances, the investing Finepoint personnel will not share or reimburse the relevant Fund(s) and/or Finepoint for any expenses incurred in connection with the investment opportunity. Personal Trading. Finepoint Personnel are subject to a Code of Ethics. Under such Code of Ethics,

personal trading is generally only allowed in certain specified asset classes (i.e., money market funds, mutual funds, certain exchange traded funds, and treasury bills). Other personal trading transactions are generally not permitted, provided that personnel will be permitted to sell their existing holdings if the transaction is pre-cleared by the Chief Compliance Officer and the Principal of Finepoint. As a result, positions in these asset classes (and/or sales of pre-cleared securities) may be taken by Firm personnel that are the same as, different from, or made at a different time than, positions taken for any Fund. Capital Introduction. Finepoint participates in “capital introduction” programs conducted by its prime brokers, other broker-dealers and other third-party service providers. As part of these arrangements, Finepoint and its affiliates receive from brokers and other service providers introductions to potential clients and investors and information relating to investors and industry trends. In addition, Finepoint Personnel may, from time to time, participate in conferences and events sponsored by brokers and other service providers for prospective clients and investors interested in investing in hedge funds that are sponsored by such brokers or other service providers. These conferences and programs may provide opportunities by which Finepoint is introduced to potential investors in a Fund. Generally, brokers and other service providers are not directly compensated by Finepoint, the Fund, or potential investors for providing such “capital introduction” opportunities. Finepoint’s participation in capital introduction programs creates a potential conflict of interest in that it may influence Finepoint’s selection of service providers in connection with brokerage, financing and other activities for Finepoint’s clients, including the Funds. Finepoint has adopted policies and procedures reasonably designed to mitigate these potential conflicts of interest and to seek best execution for the Funds.

Paying a broker a higher commission rate than rates charged by other brokers may be appropriate when the difference in commission rate is reasonably justified by the value of brokerage services obtained for the Funds. In selecting brokers to execute trades for the Funds, Finepoint may consider the full range and quality of each broker’s services. Factors the Firm may consider include, among others: •

Financial strength, integrity and stability of the broker-dealer

•

Trading expertise and experience, including the ability to minimize total trading costs and trade without impacting the market where possible

•

Execution capabilities, such as adequate infrastructure for order entry, clearing and settlement, and knowledge and resources to address any complexities particular to the type of security, the market in which it trades or the size of transaction

•

Commissions to be paid

•

Value of research or brokerage services provided, including the quality, comprehensiveness and frequency of proprietary research and the ability of the broker to provide access to industry specialists

•

Responsiveness, promptness, reliability, and overall quality of the relationship, including attentiveness to our interests, consistency of personnel, willingness to address problems and

history of dealing with us fairly and honestly •

Administrative resources, operational efficiency

Finepoint’s Trader and Principal select the brokers for trade execution on a transaction-by- transaction basis and evaluate both the qualitative and quantitative aspects of their execution services firsthand. On an annual basis, the Trader summarizes the quarterly transactions at the broker level. The Chief Compliance Officer discusses this with the Trader to gauge whether significant concentrations or unusual trends exist. Finepoint does not engage in the practice of seeking or considering client referrals from broker-dealers or directed brokerage arrangements. Use of Soft Dollars In formulating and implementing its policies with regards the use of commissions or “soft dollars” it is Finepoint’s intent to stay within the parameters of Section 28(e) of the Securities Exchange Act of 1934, as amended. In determining whether it is appropriate for Finepoint to use client commissions (“soft dollars”) to pay an executing broker-dealer more than the lowest available commission rate in order to receive a bundle of “brokerage and research services” provided by such broker-dealer, Finepoint: •

Determines whether the product or service is eligible “research” or “brokerage” under Section 28(e);

•

Determines whether the eligible product or service is used by Finepoint in the performance of investment decision-making responsibilities for discretionary client accounts;

•

With respect to a “mixed use” product or service, makes a reasonable allocation of the costs of the product or service according to its use;

•

Makes a good faith determination that the amount of client commissions paid is reasonable in light of the value of the product or service provided by the broker-dealer;

•

To the extent third-party research is proposed to be utilized, determines whether such third-party research falls within Section 28(e);

•

Determines whether the client continues to receive best execution of their transactions; and

•

Maintains the appropriate books and records relating to any soft dollar payments.

Finepoint believes that valuable brokerage and research services can be provided to the Funds by brokerage firms effecting transactions for the Funds. Accordingly, Finepoint may not seek lower brokerage commissions to the extent that doing so might detract from the provision of such brokerage and research services. Brokerage and research services may either be obtained from brokerage firms or paid for by brokerage firms and may include, but are not limited to, written information and analyses concerning specific securities, companies or sectors; news, quotations, statistics and pricing services, as well as discussions with research personnel and consultants; and software, data bases and other technical and telecommunications services and equipment utilized in the investment management process and consulting fees in connection with investigating and monitoring potential and existing investments. Commissions used to pay for research services obtained in connection with the Funds’ portfolio transactions will generally be split between the Funds pari passu, consistent with the Funds’ investments. When Finepoint uses brokerage commissions to obtain research or other products or services, Finepoint

receives a benefit because it does not have to produce or pay for such research, products or services. Finepoint may have an incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than in Finepoint’s clients interest in receiving most favorable execution. Aggregation of Trade Orders The securities to be purchased or sold by the Funds (and any applicable co-investment vehicles) may be aggregated in order to obtain superior execution and/or lower brokerage expenses. Execution prices for identical securities purchased or sold on behalf of multiple accounts in any one day may be (but are not required to be) averaged. In such instances, allocation of prices, as well as expenses incurred in the transaction, will be made in a manner that Finepoint considers to be equitable given the circumstances. Client Referrals and Directed Brokerage Finepoint does not have any directed brokerage arrangements in place. The Firm does participate in “capital introduction” programs conducted by broker-dealers and other third-party service providers. In addition, Finepoint personnel may participate in conferences and events sponsored by brokers and other service providers for prospective clients and investors. Refer to Item 11 for additional information on potential conflicts.

At a minimum, the Employee responsible for instructing the vote by Finepoint on behalf of the Funds will be required to disclose any personal interest or other conflict of interest it has with respect to such proxy. Any conflict of interest will be reviewed and resolved by the Principal, the Chief Financial Officer and the Chief Legal Officer/ Chief Compliance Officer. A copy of the Firm’s proxy voting policies and procedures will be made available to investors upon written request.