Darsana Capital Partners LP: investment adviser

Darsana Fund LP, a Delaware limited partnership (the “Domestic Fund”) and Darsana Overseas Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund,” and, together with the Domestic Fund, the “Feeder Funds”), are expected to invest substantially all of their investable capital in Darsana Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”). The Offshore Fund will invest in the Master Fund through Darsana Intermediate Fund LP, a Cayman Islands exempted limited partnership (the “Intermediate Fund,” together with the Feeder Funds and the Master Fund, each a “Fund” and collectively, the “Funds”). The general partner of the Domestic Fund, the Intermediate Fund, and the Master Fund is Darsana Capital GP LLC (the “General Partner”). Darsana also serves as investment adviser to a coinvestment vehicle (the “Co-Investment Vehicle”). As used in this Brochure, the term “Client” collectively refers to the Funds and the Co-Investment Vehicle.

The terms of the Clients are set forth in each Client’s respective offering memorandum (as applicable), limited partnership agreements, subscription documents, and other constituent documents (the “Offering Documents”). The Clients will generally be offered to investors (“Investors”) who are (i) both “accredited investors” as defined under the Securities Act of 1933 (the “Securities Act”) and “qualified purchasers” as defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), (ii) “knowledgeable employees” (as defined in Rule 3c-5 under the Investment Company Act) or (iii) non-United States persons. Investors must also meet other applicable suitability requirements as outlined in the Client’s Offering Documents. As of December 31, 2025, Darsana managed approximately $16.7 billion in regulatory assets under management. All assets are managed on a discretionary basis.

The remaining portion of the asset-based fee/allocation is generally received by Darsana or its affiliates at the end of each quarter (depending on the performance of the Funds). A pro rata amount of this asset-based fee/allocation is charged on any capital contributions made by new or existing Fund Investors on any date that does not fall on the first day of a fiscal quarter. In the case of a withdrawal by a Fund Investor other than as of the last day of a fiscal quarter, a pro rata portion of the fee will be reimbursed by Darsana or its affiliates to the withdrawing Fund Investor. The management fee/administrative allocation are tracked and calculated on a contribution-by-contribution basis. Incentive Allocations At the end of each fiscal year, after the taking of any management fees/administrative allocation described above, the General Partner receives an annual incentive allocation equal to 20% of each Fund Investor’s share of net profits in the Fund (including unrealized gains and losses other than those attributable to Designated Investments) and net profits from the liquidation, realization or deemed realization of Designated Investments during that period, if any. The incentive allocation is subject to a loss carryforward provision such that the incentive allocation to the General Partner shall be made only after certain previously allocated net losses have been offset by subsequent net profits. Any such loss carryforward will be subject to reduction for withdrawals on a pro rata basis. The incentive allocation is tracked on a contribution-by-contribution basis. With respect to the CoInvestment Vehicle, the General Partner generally receives a 20% profits interest allocation subject to an 8% hurdle.

Fee Waivers With respect to the Funds, the General Partner or the Board of Directors, as applicable, in its sole discretion, will waive or modify the management fee/administrative allocation and incentive allocation/profits interest for certain Investors, although it is anticipated that such waivers or modifications will only be granted for principals, members, employees or affiliates of the General Partner or Darsana, and related family planning vehicles and trusts (“Darsana Parties”). With respect to the Co-Investment Vehicle, the General Partner may waive or modify its right to receive its profits interest, at its sole discretion. Expenses In addition to the management fees/administrative allocation and incentive allocation described above, expenses will be charged to the Funds that are more fully disclosed in the Offering Documents. These expenses include, but are not limited to the following: Fund legal and compliance expenses, fees and expenses related to various filings (or portions thereof) made in connection with managing the Funds’ portfolio (the “Portfolio”) (including, but not limited to, Section 13 filings, Section 16 filings and similar expenses (if applicable)); administrator, audit (including custody audit, if applicable), tax and Fund-related accounting expenses (including third-party accounting services); shareholder proxy voting services; organizational expenses; investment expenses such as commissions, research fees and expenses; interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fund-related insurance costs; the Funds’ pro rata share of the expenses of the Master Fund; independent Review Committee members’ fees and expenses; any other expenses related to the analysis, purchase or sale of investments (including Designated Investments) whether or not the investment is consummated (e.g., broken-deal fees and expenses) and any other reasonable expenses related to the purchase, sale or transmittal of the Funds’ assets, including, but not limited to, a portion of the expenses associated with an order management system. The allocation of expenses by Darsana among Clients represents a conflict of interest for Darsana. Darsana has adopted expense allocation policies and procedures that are designed to address this conflict. Darsana allocates expenses to each Client in accordance with the Client’s Offering Documents. Darsana seeks to allocate common Client expenses among multiple Clients in a manner that is fair and reasonable over time consistent with its policies and procedures. Darsana’s expense allocations often depend on inherently subjective determinations and, accordingly, expense allocations made by Darsana in good faith will be final and binding on the Clients. Co-Investment Vehicle Darsana also receives a profits interest from the Co-Investment Vehicle, and may in the future, receive performance-based compensation and management fees from the Co-Investment Vehicle. Co-Investment Vehicle Investors will be charged expenses as disclosed in the Offering Documents of the Co-Investment Vehicle.

The General Partner is eligible to receive an incentive allocation from the Funds and a profits interest from the CoInvestment Vehicle and the Investment Manager does not currently provide advisory services to any separately managed accounts. As a result, Darsana believes that it and its personnel do not face the conflicts of interest that arise when an investment adviser is eligible to receive performancebased compensation from some Clients but not from other Clients. Darsana or its affiliates, may, in the future, manage multiple clients with different fee structures, including Clients that pay fees lower or higher than those paid by other Clients. In such case, there would be a potential conflict of interest in that Darsana or its affiliates would have an incentive to provide preferential treatment in terms of time, resources, and investment opportunities to Clients paying higher fees. In addition, if Darsana receives performance-based compensation from one Client but not another, it will have an incentive to make riskier or more speculative investment decisions for the Client subject to performance fees. Darsana will adopt policies and procedures to mitigate these potential conflicts of interest at such applicable time.

As described above, the Investment Manager’s Clients are the Funds and one or more Co-Investment Vehicles, each of which is a private investment fund exempt from registration as an investment company under Section 3(c)(7) of the Investment Company Act. Darsana, however, is not precluded from advising types of clients that are not listed above. Investors in the Clients include, but are not limited to, high net worth individuals, trusts, estates, charitable organizations, endowments, foundations, insurance companies, fund of funds, family offices, public and corporate pension plans and other corporate and business entities. The Funds require Investors to meet certain minimum investment criteria and suitability requirements as detailed in the Offering Documents. In order to invest in any of the Funds, an Investor is required to complete and execute a subscription agreement that, among other things, requires the Investor to represent that it meets the suitability requirements of the applicable Fund. Investors in the Funds are required to make an initial minimum subscription of $20 million subject to a determination by the General Partner or the Board of Directors, as applicable, in their sole discretion, to accept initial subscriptions of a lesser amount. Investors in the Funds can make additional subscriptions at such times as the General Partner or the Board of Directors, as applicable, may determine in their sole discretion. The minimum additional subscription for the Funds is $5

million, subject to a determination by the General Partner or the Board of Directors, as applicable, in their sole discretion, to accept additional subscriptions of a lesser amount. Co-Investment Vehicle Investors are subject to such minimum investment amounts as may be disclosed in the relevant CoInvestment Vehicle’s Offering Documents. While it is not anticipated that the Clients will enter into agreements (“side letters”) with certain prospective or existing Investors whereby such Investors may be subject to terms and conditions that are more advantageous than those set forth in the Offering Documents, there are instances in which Darsana has executed side letters generally for tax, political, regulatory or similar reasons.

Darsana seeks to apply a consistent investment process consisting of micro-driven idea generation, in-depth and data-intensive research, and refined investment frameworks. Darsana believes its competitive advantage will be driven by its time horizon, investment process, data gathering efforts, and highly collaborative culture. The Funds will primarily invest in the equity of publicly-traded issuers globally, across multiple industries. Darsana’s geographic and industry exposures will follow from its idea flow and will not generally target any specific range of geographic or industry exposures. As described more fully in their Offering Documents, the Funds may purchase investments for which there is no readily available market or observable price such as private investments (including any related hedges) and/or which Darsana, in its sole discretion, determines should be treated as a “Designated Investment.” Only those Fund Investors who have elected to participate in Designated Investments and who are Fund Investors on the date a particular Designated Investment is made (or designated) will participate in such Designated Investment. The Co-Investment Vehicle is generally organized to make investments as outlined in the CoInvestment Vehicle’s Offering Documents. Investors and potential investors in a Co-Investment Vehicle should refer to the Co-Investment Vehicle’s Offering Documents for details of the CoInvestment Vehicle’s methods of analysis, investment strategies and risk of loss. Risk of Loss As a general matter, investing in securities involves a risk of loss that Investors should be prepared to bear. The following summary identifies the material risks related to Darsana’s investment strategy and should be carefully evaluated prior to making an investment; however, the following does not intend to identify all possible risks of an investment in the Clients or provide a full

description of each identified risk. Investors should also review the Offering Documents for further information on the applicable risks. Examples of such risks include, but are not limited to: Nature of Investments Darsana has broad discretion in making investments for the Clients. Investments generally consist of global equity and equity-related securities and other assets that may be affected by business, financial market or legal uncertainties. There can be no assurance that Darsana will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of their investments. In addition, the value of the Portfolio may fluctuate as the general level of interest rates fluctuates. Darsana may not be able to exit securities at an optimal time or price. Equity-Related Investments Darsana may use equity-related instruments in its investment program. Certain options and other equity-related instruments may be subject to various types of risks, including market risk, liquidity risk, counterparty credit risk, legal risk and operational risk. In addition, equity-related instruments can involve significant economic leverage and may, in some cases, involve significant risks of loss. Short Sales Darsana may engage in short sales which can substantially increase the impact of adverse price movements on the Portfolio. Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on a client’s portfolio. A short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase. Derivatives, Counterparty and Settlement Risks To the extent that the Funds invest in swaps, derivative or synthetic instruments, repurchase agreements or other over-the-counter transactions or, in certain circumstances, non-U.S. securities, the Funds may take a credit risk with regard to parties with whom they trade and also bear the risk of settlement default. Digital Assets and Cryptocurrency Investments At times, a portion of the Portfolio’s assets is expected to be invested in cryptocurrencies, decentralized application tokens, protocol tokens and other cryptofinance coins, tokens and digital assets and instruments that are based on blockchain, distributed ledger or similar technologies, including but not limited to futures, options and derivatives on such (collectively, “cryptocurrencies”). Investments in cryptocurrencies are subject to many specialized risks and considerations, including risks relating to (i) technology, (ii) security, (iii) regulation, (iv) user/market acceptance, (v) bankruptcy or failure of an exchange or counterparty, (vi) volatility, and (vii) timing. Lack of Diversification

Although the Funds have no investment restrictions with respect to types of securities, countries or industry sectors, the Portfolio may not be as diversified as other investment vehicles. Accordingly, the Portfolio may be subject to more rapid change in value than would be the case if the Funds were required to maintain a wide diversification. Lack of Liquidity The Clients’ assets may, at any given time, include securities and other financial instruments or obligations that are thinly-traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. No voluntary withdrawals may be made by an Investor from Designated Investments and Investors will continue to participate in the Designated Investments until the investments are liquidated, realized or deemed realized. Business and Regulatory Risks Legal, tax and regulatory changes could occur during the term of the Clients that may adversely affect the Clients. Private Company Investing Conflicts The investment activities of one or more Clients of Darsana may result in the imposition of restrictions on the flexibility of other Client accounts. For example, if Darsana obtains material nonpublic information concerning a company on behalf of a Client in connection with a privately negotiated transaction, other Clients may be unable to trade in the securities of the same company in the public markets. Conflicts from Indirect Investments Clients may invest through several intermediate entities (“SPVs”), including for legal, tax or regulatory purposes. Certain of the SPVs may have other investors including investors related to one or more of the members of Darsana. Investments held through SPVs may involve risks not present in direct investments, particularly when a Client participates in the SPV in conjunction with others. For example, a co-participant in an SPV might become bankrupt, or otherwise fail to fund its obligations to the SPV, and it may be difficult or undesirable for the Client to make up the shortfall from other sources in those cases. Reliance on Key Personnel The Funds will rely heavily on the skills, talents, abilities and activities of Darsana’s personnel and in particular on Anand Desai. While Darsana has other employees, there could be adverse consequences to the Funds in the event that Anand Desai ceases to be available to the Funds. Allocation of Time and Activities Each of Darsana and the General Partner will use its best efforts in connection with the purposes and objectives of its Clients and will devote so much of their time and effort to the affairs of its Clients as may, in their judgment, be necessary to accomplish the purposes of its Clients. As further described in the Offering Documents, Darsana, the General Partner, each of their respective directors, members, partners, shareholders, managers, officers, employees, agents, affiliates and representatives (hereinafter referred to as the “Affiliated Parties”) may conduct any other business, including any business within the securities industry, whether or not such business is in competition with its Clients. Darsana and its Affiliated Parties may have conflicts of interest in allocating their

time and activities between the Clients and other entities, in allocating investments among the Clients and other entities and in effecting transactions for the Clients and other entities, including ones in which the Affiliated Parties may have a greater financial interest. Cybersecurity Risk The information and technology systems used by Darsana and key service providers to Darsana and its Clients to carry out routine business operations may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, security breaches and usage errors by their respective professionals. Like other companies, Darsana may experience threats to its data and systems, including through malware and computer virus attacks, unauthorized access, system failures and disruptions. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, Darsana’s computer systems and networks, which could lead to or cause (i) losses of sensitive information or capabilities essential to Darsana’s operations, (ii) the disclosure of Client’s personal information, and/or (iii) interruptions or malfunctions in their operations, which could all result in damage to their reputation, financial losses, potential liability, litigation, remedial actions, loss of business, increased costs, regulatory penalties and/or customer dissatisfaction or loss and could have a material effect on Darsana. Although Darsana has implemented various protections designed to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for Darsana to make a significant investment to fix or replace them and to seek to remedy the effect of these issues. The failure of these systems for any reason could cause significant interruptions in the operations of Darsana or its Clients and result in a failure to maintain the security, confidentiality or privacy of sensitive data including personal information. A cybersecurity breach could expose both Darsana and its Clients to substantial costs (including, without limitation, those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage), civil liability, regulatory inquiry and/or action. Additionally, cyber-attacks or security breaches (e.g., hacking or the unlawful withdrawal or transfer of funds), affecting any of the key service providers, such as Darsana’s, banks, broker dealers, custodians or other counterparties holding assets of Clients, may cause significant harm to Clients. Similar types of cybersecurity risks are also present for issuers of securities in which clients may invest. These risks could result in material adverse consequences for such issuers, and may cause client’s investments in such issuers to lose value. Furthermore, Darsana and its Clients cannot control the cybersecurity plans, strategies, systems, policies and procedures put in place by service providers to its Clients, the issuers in which its Clients invest, counterparties with which its Clients engage in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies, and/or other financial institutions. Effects of Health Crises and Other Catastrophic Events Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on Clients’ investments

and Darsana’s operations. A negative impact on economic fundamentals and consumer and business confidence and/or severe disruptions in global, national and/or regional economies, would likely increase market volatility, reduce liquidity, may significantly increase borrower defaults and may cause a widening of credit spreads, all of which could have a material adverse effect on investment performance and these or similar events may affect the ability of the Darsana to structure and execute its investment strategies. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for Client portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of Darsana and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide. No assurance can be given as to the duration of such events or the effect thereof on the value of investments. Impacts of the 2024 U.S. Presidential Election The Trump administration has enacted, and is seeking to further enact changes to numerous areas of law and regulations currently in effect. Any such changes could significantly impact Darsana, the Funds or their investments. Specific legislative and regulatory changes and proposals that might materially impact Darsana, the Funds and/or their portfolio companies include changes to climate policies, trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in U.S. federal policy, including tax policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which may lead to changes involving the level of oversight and focus on the financial services industry, among others. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions, public and private companies under the Trump administration remain highly uncertain. None of Darsana or its affiliates can predict the ultimate impact of the foregoing on Darsana, any Fund, any portfolio company, or the private fund industry generally. Future changes may adversely affect Darsana’s operating environment and therefore its business, operating costs, financial condition and results of operations and those of its portfolio companies. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on Darsana, its Funds and their investments, including the ability of Darsana and the Funds to execute their investment objectives and to receive attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which Darsana is permitted to invest, and any negative sentiments towards the United States as a result of such changes, could adversely affect the performance of the Funds’ investments. Changes in the control of the U.S. federal legislative and executive branches during the term of any Fund could result in potential changes in laws and regulations affecting the private funds industry. The likelihood and the effect of any such change is highly uncertain and could have an adverse impact on Darsana, the Funds and their investments. Difficult or volatile market and political conditions can adversely affect Darsana’s business by reducing the market value of the assets Darsana manages, reducing the number of high-quality

investments in which Darsana may invest, and reducing the ability of Darsana’s funds to raise or deploy capital. The global financial markets and business climate may be unsteady, especially due to regional and international bank failures, changes in laws and regulation, trade policies, terrorism or political uncertainty, war (including the ongoing Russia-Ukraine and Middle East conflicts), and potential recession. For example, while inflation in the U.S. has stabilized, it remains higher than pandemic lows and could increase, as it had in recent years. Heightened competition for workers, supply chain issues and rising energy and commodity prices have contributed to increasing wages and other inputs, which may put pressure on the profit margins of portfolio companies in which Darsana invests and adversely affect the investment performance of the Funds. The extent and impact of any sanctions imposed in connection with geopolitical conflicts may also cause additional financial market volatility and impact the global economy. For example, sanctions related to Russia’s invasion of Ukraine or potential measures targeting other regions can disrupt global trade and supply chains. Additionally, recently the U.S. has instituted new economic and trade sanctions against China, in response to which China issued countermeasures against U.S. companies. The restrictions on investment in and trade with China may have a negative effect on some of Darsana’s portfolio companies along with creating weakness in the global economy. Darsana’s ability to manage its exposure to market conditions is limited. Market deterioration could cause Darsana or the Funds to experience reduced liquidity, earnings and cash flow, recognize impairment charges, or face challenges in raising additional capital, obtaining investment financing and making investments on attractive terms. Adverse market conditions can also affect Darsana’s ability to liquidate positions in a timely and efficient manner. Darsana’s portfolio companies may generate lower revenue as a result of recent and prospective economic contractions, decreases in equity markets and tightening of global credit markets. These events may result in reduced opportunities to find suitable investments and make it more difficult for Darsana to exit and realize value from existing investments, potentially resulting in a decline in the value of the investments held in Darsana’s portfolios. Evolving Laws and Government Regulations Governmental regulation of the global financial markets and financial institutions is intense and is continually evolving. This includes regulation of investment funds, as well as their managers and activities, through the implementation of compliance, risk management and anti-money laundering procedures; newly heightened restrictions on specific types of investments and the provision and use of leverage; capital requirements; limitations on compensation to fund managers; and books and records, reporting and disclosure requirements. The effects on Darsana, the Funds, or on private markets funds generally, of future regulation, or of changes in the interpretation and enforcement of existing regulation, could have an adverse effect on the Funds’ investment strategies or Darsana’s business model. Policy changes and regulatory reform by the U.S. federal government may create regulatory uncertainty for Darsana’s portfolio companies and Darsana’s investment strategies and adversely affect the profitability of the Darsana Funds’ portfolio companies.

Ongoing political developments could adversely impact Darsana’s investment management and investment advisory businesses. There was a significant level of SEC enforcement activity under the former administration. The current administration has revisited and rolled back certain regulatory initiatives enacted under the previous administration and also increased scrutiny on areas such as foreign investment, national security, and the use of emerging technologies. There is currently a regulatory freeze on rulemaking pending review by newly appointed agency heads. The current administration and the current leadership of the SEC have indicated that they intend to modify or repeal certain regulations perceived as burdensome to private fund advisers, particularly those related to ESG investing and cybersecurity. However, the administration has also proposed new rules aimed at increasing transparency and accountability, such as expanded disclosure requirements for private fund advisers and enhanced oversight of investment practices involving artificial intelligence and digital assets. The SEC and other regulatory bodies are expected to propose additional changes in the future. Any such changes, including with modifications, whether enacted under current or future leadership, could have a significant effect on private funds and private fund advisers and their operations, including increasing compliance burdens and regulatory costs, restrictions on the ability to receive expense, indemnification and other cost reimbursements, and heightened risk of regulatory enforcement action such as public sanctions, restrictions on activities, fines and reputational damage. Additionally, there is a growing focus on digital asset regulation, with new rules expected to impact the use of cryptocurrencies and blockchain technologies in private fund operations. Any of the foregoing could lead to further regulatory uncertainty, result in changes to Darsana’s operations and could materially impact the Funds and/or their investments, including by causing Darsana to incur additional expenses. Governmental policy changes and regulatory or tax reform could also have a material effect on the Funds. For example, regulatory or tax reform in jurisdictions where Darsana may be conducting business and jurisdictions in which Darsana’s clients or investors in the Funds are located may increase administrative costs, increase taxes borne by the Funds or their clients or investors, or otherwise adversely affect the Funds or Darsana’s ability to successfully fundraise on behalf of its Funds. A prolonged environment of regulatory uncertainty may make the identification of attractive investment opportunities and the deployment of capital more challenging. In addition, Darsana’s ability to identify business and other risks associated with new investments depends in part on Darsana’s ability to anticipate and accurately assess regulatory and other changes that may have a material effect on the businesses in which Darsana chooses to invest. The failure to accurately predict the possible outcome of policy changes and regulatory reform could have a material adverse effect on the returns generated from Darsana’s funds’ investments and its revenues. In recent years, the United States has imposed tariffs on various products imported into the United States. These tariffs have resulted in, and may continue to trigger, retaliatory actions by affected countries, including the imposition of tariffs on the United States by other countries. Under the current administration, trade policy has been a central focus, with renewed scrutiny on trade relationships with China and efforts to renegotiate or withdraw from key agreements such as the United States-Mexico-Canada Agreement (USMCA). This shift has included the potential for additional tariffs, including on Mexican, Canadian and Chinese goods, targeted sanctions, and restrictions on investments linked to industries deemed critical to U.S. national security. Certain foreign governments, such as China, Canada and Mexico, have instituted or are considering imposing trade sanctions on certain U.S. goods and denying U.S. companies access to critical raw materials. Governmental actions related to the imposition of tariffs, sanctions or other trade barriers

or changes to international trade agreements or policies, such as USMCA, could increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of companies whose businesses rely on goods imported from outside of the United States. Additionally, the current administration has signaled potential future measures targeting supply chain dependencies on China, including additional restrictions on technology exports and proposed incentives to relocate manufacturing to the United States or allied nations. Artificial Intelligence Engines and Machine Learning (collectively “AI”) AI is used as an umbrella term that encompasses a broad spectrum of different technologies and applications. Darsana defines AI as computer systems able to perform tasks that normally require human intelligence, such as visual perception, speech recognition, decision-making, and translation between languages, more commonly known as generative AI. Although Darsana may use AI tools to help promote administrative and operational efficiency, Darsana does not use AI tools for portfolio construction and personnel are prohibited from entering proprietary or any personally identifiable information into any public AI platform. When relying on AI there are certain risks involved, including data quality, copyright and trade secret violations, confidentiality breaches, unauthorized access or malware risks, insider trading, breach of contract, cybersecurity, and privacy law violations. Data inputs and outputs are assessed and evaluated for data integrity, however, there is no assurance of accuracy. The regulatory environment relating to AI is rapidly evolving and could require changes in our adoption and implementation of AI technology in the future.

the Code and our Compliance Manual, upon commencement of employment, annually, and upon any material change to the Code. The Code requires that employees act in our Clients’ best interests and comply with applicable laws and regulations. Employees are expected to avoid any action that is, or could even appear to be, legally or ethically improper. Employees are required to bring any violations, actual or suspected, of the Code to the attention of Darsana’s Chief Compliance Officer promptly. Failure to comply with the Code may result in disciplinary action or other sanctions. The Code also places certain restrictions on the personal trading activities of our employees and their immediate family members sharing the same household. Employees may generally not engage in personal trading and may only dispose of securities held in their respective personal trading accounts prior to employment with Darsana, subject to pre-clearance by the Chief Compliance Officer. However, employees may purchase and sell open-end mutual funds, broad based exchange traded funds, and any other securities not specifically prohibited by the Code. Employees are required to disclose their holdings in reportable securities on an initial and annual basis, and their transactions in reportable securities quarterly to the Chief Compliance Officer. Employees may also participate in limited offerings such as hedge funds, private equity funds, or other types of private offerings, subject to pre-clearance procedures. Darsana, and certain of its employees or affiliates (collectively “Related Persons”), will generally have an investment in the Clients managed by Darsana. As a result, Related Persons have an interest in an investment that may also be recommended to Clients and Investors. A copy of our Code of Ethics shall be provided to any Investor or prospective Investor upon request. Investors may obtain a copy of our Code of Ethics by contacting Darsana’s Chief Compliance Officer at (212) 589-5300.

Research services within Section 28(e) include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as

custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the Securities and Exchange Commission or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. Specifically, consistent with Section 28(e), Darsana has and will continue to receive proprietary broker research and other products and services from execution brokers and prime brokers in connection with brokerage commissions arising from client securities transactions. The use of client commissions to obtain research and brokerage products and services raises conflicts of interest. For example, Darsana will not have to pay for the products and services obtained using soft dollars itself. This creates an incentive for Darsana to select or recommend a broker-dealer based on its interest in receiving those products and services. To address these conflicts of interest, Darsana will execute client trades through broker-dealers that provide research and brokerage products to the Adviser only if it is determined that client trades with such brokerdealers are otherwise consistent with seeking best execution. In the event that Darsana receives a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system, trade analytical software or proxy services), Darsana will make a good faith effort to determine the relative proportion of the product or service used to assist Darsana in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting Darsana in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by Darsana from its own resources. Best Execution Darsana has complete discretion in deciding what brokers and dealers its Clients use and in negotiating the rates of brokerage commissions and other compensation its Clients pay. Darsana’s Clients buy and sell securities directly from or to dealers acting as principal at prices that include markups or markdowns and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Investment transactions for the Clients will be allocated to brokers and dealers on the basis of best execution and in consideration of relevant factors, including price quotes; the size of the transaction and ability to find liquidity; the broker-dealer’s promptness of execution; confidentiality considerations; the nature of the market for the financial instrument; the timing of the transaction; difficulty of execution; the broker-dealer’s expertise in the specific financial instrument or sector in which the Clients seek to trade; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to such markets; the broker-dealer’s skill in positioning the financial instruments involved; the broker-dealer’s financial stability; reputation for diligence, fairness and integrity; quality of service rendered by the broker-dealer in other transactions for Darsana; the quality and usefulness of research services and investment ideas presented by the

broker-dealer or third parties; the broker-dealer’s willingness to correct errors; the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; the broker-dealer’s provision or payment of the costs of brokerage and research services that are of benefit to the Clients or Darsana; the broker-dealer’s financial stability and reputation, the research, brokerage or other services provided by such brokers, and other factors deemed appropriate by Darsana. Darsana need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. It is not Darsana’s practice to negotiate “execution only” commission rates, thus the Clients may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. Darsana seeks to regularly evaluate the execution performance of brokers executing transactions for its Clients. Client Referrals Darsana places client transactions with broker-dealers, including firms that serve as prime brokers to private funds managed by Darsana, that may from time to time provide Darsana (or an affiliate) with the opportunity to participate in capital introduction programs sponsored by the broker-dealer whereby the broker-dealer introduces prospective private fund investors to Darsana. In the exercise of its duty to obtain best execution in selecting broker-dealers to execute client securities transactions, Darsana will not consider whether a broker-dealer provides Darsana with capital introduction opportunities. In no event will Darsana select a broker-dealer as a means of remuneration for recommending Darsana or any other product managed by Darsana (or an affiliate) or affording Darsana with the opportunity to participate in capital introduction programs. Aggregation & Allocation of Orders As discussed above, the Domestic Fund and Offshore Fund (through the Intermediate Fund) invests substantially all of their investable capital in the Master Fund. Portfolio investments will be generally traded and held on behalf of the Master Fund. However, in certain instances, it may be advantageous to trade at the Feeder Fund level instead. In such instances and when appropriate, Darsana may, but is not required to, aggregate Client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will be allocated securities based on the average price achieved for such trades. To the extent a particular investment is suitable for the Funds as well as a Co-Investment Vehicle, such investment will be allocated between the Funds and the Co-Investment Vehicle in a manner that Darsana determines is fair and equitable under the circumstances. Trade Errors Darsana seeks to detect trade errors prior to settlement and to correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Darsana will strive to recover any losses associated with the error from that third party. As further described in the Offering Documents, in the event that the Clients incur a trade error solely as a result of Darsana’s gross negligence, willful misconduct, violations of applicable laws or a material uncured breach of the Offering Documents, errors are to be corrected by Darsana as soon as practicable and in a manner such that the Client incurs no loss. Trade errors that result other than by breach of the standard of care stated above will be borne by the relevant Client. To the extent that any gains arise from trading errors and as such are received by a Client, then such gains will be retained by the

relevant Client.

investment is suitable for one or more Funds and the Co-Investment Vehicle, such investment will be allocated between the Funds and the Co-Investment Vehicle in a manner that Darsana determines is fair and equitable under the circumstances. Darsana may, but is not required to, provide coinvestment opportunities to third parties, including Investors, strategic investors and/or other third parties not affiliated with Darsana. The decision as to whether to make co-investments, the terms applicable to any co-investment opportunity, and to whom such co-investment opportunities are offered is made by Darsana in its sole discretion, and no Investor or third party has a right to participate in co-investments. When offering co-investment opportunities to a particular third party, Darsana considers the following factors: (i) whether the third party may provide strategic value to the Darsana and/or its Clients; (ii) Darsana’s prior experience with the third party (if any); (iii) Darsana’s assessment that a third party will be able to consummate its co-investment within the timeframe established by Darsana; (iv) the ability of a third party to commit to fund a significant portion of such co-investment opportunity; (v) legal, tax and regulatory matters; (vi) whether such third party has previously expressed an interest in participating in co-investment opportunities; and, (vii) other factors deemed relevant by Darsana, in its good faith discretion. Darsana Parties may also participate, directly or indirectly, in co-investments and accordingly, this may reduce the availability of co-investment opportunities for third parties. The terms applicable to any coinvestment opportunity will be established in the sole discretion of Darsana.

Darsana also utilizes the proxy voting service provider to facilitate the voting process and to provide recordkeeping with respect to how it voted Client proxies. Darsana attempts to identify any conflicts of interests prior to voting proxies. If Darsana determines that the firm or an employee faces a material conflict of interest in voting a proxy (e.g., an employee of Darsana may personally benefit if the proxy is voted in a certain direction), Darsana will use the recommendations of the third-party service provider or abstain from the vote. Darsana may abstain from voting if it deems that abstaining is in the best interests of its Clients. For example, the Clients have securities lending agreements with their prime broker and may be unable to vote securities that have been lent or rehypothecated by the prime brokers. Darsana has retained a third-party service provider to assist with the class action claims process, however, Darsana may, from time to time, facilitate the claims process for certain class actions directly. As a default, the Clients will opt out of international class action events but Darsana will review each on a case by case basis. The distribution amount that the Clients may receive as a result of the participation in any one class action event is typically not known until the payment is received. Investors invested in the Clients at the time of the distribution will be allocated any

proceeds received. As compensation for its services, the third-party service provider will receive a fee based upon a percentage of any class action recoveries. Our complete proxy voting policy, proxy voting record and procedures are available for review by Investors. Investors may obtain a copy of our proxy voting policy or proxy voting history by contacting Darsana’s Chief Compliance Officer at (212) 589-5300.