Broad Bay Capital Management LP: investment adviser

Broad Bay provides discretionary investment advice to the following private investment funds (each, a “Fund” and collectively the “Funds”), which are organized as a master-feeder structure: BBCM Master Fund Ltd. (the “Master Fund”) and BBCM Offshore Fund Ltd. (the “Offshore Fund”), each a Cayman Islands exempted company, and BBCM Onshore Fund LP (the “Onshore Fund”), a Delaware limited partnership. The Offshore Fund and Onshore Fund are feeder funds that invest all or substantially all of their assets through the Master Fund. All investment activity with respect to the Funds takes place at the Master Fund level. Broad Bay also provides both discretionary and non-discretionary investment advisory services to a separately managed account (the “Managed Account” and together with the Funds, the “Clients”), as further described below. BBCM GP LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner to the Onshore Fund. All references herein to Broad Bay are deemed to include the General Partner, as applicable and appropriate. The principal investment objective of the Master Fund is to generate superior, risk-adjusted returns by employing a low net long/short investing strategy focused principally on investments in public equity securities in the consumer, business services, and industrial sectors, both domestically and in other markets. The Master Fund intends to pursue its investment objective by concentrating its portfolio in a limited number of long and short positions with a gross exposure target between 150% and 225%. For more information regarding these strategies, see “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss” below. Investment advice will be provided directly to the Funds and not individually to the investors of the Funds. Broad Bay will manage the assets of the Funds in accordance with the terms of each Fund’s confidential offering and/or private placement memoranda, individual limited partnership or shareholder agreements and other governing documents applicable to each Fund (collectively, the “Governing Fund Documents”). Fund investors can not restrict investments by the Funds in any capacity. From time to time, the Master Fund, to the extent permitted by the rules of the U.S. Financial Industry Regulatory Authority (“FINRA”) as may be amended from time to time (the “Rules”), may purchase, and has purchased, equity securities that are part of an initial public offering (sometimes referred to as “IPOs” or “new issues”). Accounts of “restricted persons” as defined under FINRA Rule 5130 and 5131 are prohibited from participating in IPOs, except as

permitted by the Rules. The profits and losses with respect to new issues will generally be allocated to investors in the Funds that are not Restricted Persons. The Managed Account has two investment objectives, as further set forth in the investment management agreement entered into between Broad Bay and the owner of the Managed Account (the “Managed Account Agreement”): •

The Managed Account pursues an investment strategy substantially similar to the Master Fund (the “Parallel Investment Strategy”), and it executes comparable trades to the Master Fund in proportion to the Managed Account’s mandate size. Broad Bay provides the investment advisory services associated with this strategy on a discretionary basis.

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Additionally, the Managed Account may make co-investments in investment ideas generated by Broad Bay and approved by the owner of the Managed Account (the “CoInvestment Strategy”). Broad Bay provides the investment advisory services associated with this strategy on a non-discretionary basis.

Broad Bay does not participate in wrap fee programs. As of December 31, 2025, Broad Bay had approximately $1,887,847,738 of discretionary regulatory assets under management, and $0 of non-discretionary regulatory assets under management.

Management Fee The Funds, on behalf of their respective investors, pay Broad Bay a management fee of up to 1.5% (depending on the class of interests or shares that are held) of net asset value on an annualized basis, subject to an annual cap. For certain legacy investors who invested prior to January 1, 2026, the management fee is subject to certain reductions based on the duration of an investor’s investment and the net asset value of the Master Fund, as well as the annual cap. The management fee is paid monthly in advance and is not refundable. The management fee is deducted directly from the relevant Fund.

Without the consent of, or notice to, any other investor, Broad Bay may elect and has elected to reduce, waive, assign, participate or otherwise share the management fee payable with respect to some investors (including affiliates of Broad Bay). Incentive Allocation An affiliate of Broad Bay is entitled to receive from the Funds, on behalf of their respective investors, an annual incentive allocation ranging from 15% to 20% (depending on the class of interests or shares that are held) of new realized and unrealized income and gains, subject to a high watermark. Upon a full or partial withdrawal or redemption by an investor other than as of the end of a fiscal year, there will be a special determination of the incentive allocation with respect to the amount withdrawn or redeemed. Without the consent of, or notice to, any other investor, Broad Bay may elect and has elected to reduce, waive, assign, grant participation in or otherwise share the incentive allocation allocable with respect to some investors (including affiliates of Broad Bay). Expenses and Other Fees Attributable to the Funds The Onshore Fund and the Offshore Fund each bear all of their organizational expenses and offering expenses and their pro rata share of the organizational and offering expenses of the Master Fund, and will reimburse the General Partner and/or Broad Bay, as applicable, to the extent that either Fund bears organizational or offering expenses on behalf of the Funds. For financial reporting purposes, Broad Bay may, in its sole and absolute discretion, amortize, and has amortized, the organizational and offering expenses incurred by the Funds for up to a sixty (60) month period. In general, each feeder fund bears all of its operating expenses and its pro rata share of the operating expenses of the Master Fund. Such expenses include, without limitation, all costs and expenses relating to the Funds’ (and the feeder funds’ pro rata share of the Master Fund’s) activities and operations (to the extent not reimbursed in connection with an investment), including, without limitation, all fees, costs and expenses associated (directly or indirectly) with the negotiation, financing, sourcing, acquiring, holding, monitoring, hedging, settling and disposing of investments or proposed investments; other transaction costs, including, without limitation, transaction fees, custodial fees, brokerage fees, commissions, consulting, advisory, due diligence, investment banking, legal, financial, auditing, accounting, research, third-party consulting and other professional fees and expenses related to investments and proposed investments, as well as all fees, expenses, interest payments and principal payments due to any lenders, investment banks and/or other financing sources in connection with the financing, sourcing, acquiring, holding, monitoring, hedging and disposing of investments or proposed investments; custodial fees, appraisal fees and expenses; all investment-related travel expenses (including industry conferences) and travel expenses related to the purchase, sale or transmittal of Fund assets; all entity-level taxes, fees and other governmental charges; some or all of the costs of any insurance (including, without limitation, general partner liability insurance, errors and omissions insurance, directors and officers insurance, if any, and other insurance policies with respect to the Funds’ business and affairs); directors’ fees; expenses incurred in the collection of monies owed to the Funds; management fees; research related computer hardware and software expenses, including Bloomberg terminals and subscriptions relating to, among other things, trading, order

management and other technology and services; legal, regulatory, compliance, auditing, research and accounting fees and expenses (including, without limitation, fees and expenses of any administrator (including the administrator of the Funds and the Funds’ pro rata portion of the preparation and filing fees with respect to Broad Bay’s Form PF, if applicable, and the preparation of all other regulatory filings in jurisdictions of incorporation or in other jurisdictions where it is necessary, in the discretion of Broad Bay, to execute the strategy of the Funds); expenses associated with the preparation and delivery of financial statements, tax returns and Schedules K-1, if any; the reasonable expenses of any advisory committee of the Funds; extraordinary expenses (including, without limitation, litigation-related and indemnification expenses, whether payable in connection with a proceeding involving the Funds or otherwise, and including the amount of any judgment or settlement paid in connection therewith); the costs of any reporting to investors; reasonable expenses incurred in connection with any meetings of investors and reasonable expenses of the members and meetings of any committee of the Funds; expenses incurred in connection with the dissolution, liquidation and termination of the Funds; and expenses incurred in connection with the preparation of amendments to the Governing Fund Documents. For the avoidance of doubt, such expenses include fees and expenses related to research-related data, anti-money laundering officer’s fees, and some or all costs of cybersecurity insurance. In general, each investor bears its proportionate share of the expenses of a Fund on a pro rata basis with respect to the value of each such investor’s investment. Broad Bay and/or the General Partner may, however, allocate expenses on another basis, including by allocating certain expenses (including, for the avoidance of doubt, any management fees or investorrelated taxes) to certain (but not all) investors, if Broad Bay and/or the General Partner determines that such an allocation is more equitable. Broad Bay also allocates a portion of Fund capital to financial instruments that incur additional fees and expenses, including but not limited to money market funds. In addition to the fees and expenses described above, the Funds will indirectly incur similar fees and expenses if Broad Bay invests their capital in such financial products, as these financial instruments in turn pay similar fees and expenses to their investment managers and other service providers. Certain fund investors will be subject to withdrawal or redemption fees if their investments are redeemed prior to the lock-up period set forth in the Governing Fund Documents. Side Letters Broad Bay has, and may in the future, enter into agreements, such as side letters, with certain investors in the Funds that provide for terms of investment that are more favorable than the terms provided in the Governing Fund Documents or to other investors in the Funds. As a general matter, Broad Bay owes certain fiduciary duties to the Funds, which require that Broad Bay act in good faith and in what Broad Bay considers to be in the best interests of the Funds. Broad Bay also will endeavor to act in a manner that ensures the fair treatment of the Funds’ investors.

Managed Account In consideration for its investment advisory services to the Managed Account, Broad Bay is entitled to receive a management fee on the value of certain assets as well as a performance fee with respect to the appreciation in value of investments held in the Managed Account. The fees and expenses payable by the Managed Account are described in detail in the Managed Account Agreement. The fees and expenses associated with any future managed accounts will be negotiable between Broad Bay and the holders of such accounts and documented in the relevant investment management agreement. Shared Expenses Due to the fact that Broad Bay manages investments on behalf of a number of Clients, certain expenses, including expenses related to Bloomberg terminals and subscriptions and research vendors, are shared, and may continue to be shared, by more than one Client. Broad Bay has adopted policies and procedures for the allocation of such expenses among the Clients. Expenses that are attributable to an investment that is held by more than one Client will generally be allocated pro rata to such Clients, based on Client capital or the position size of the investment held by such Clients, as appropriate. In addition, certain expenses, including expenses related to operating systems, are shared by, and may continue to be shared by, Broad Bay and one or more Clients. Pursuant to Broad Bay’s policies and procedures, such expenses will be allocated in a manner that is demonstrably fair and consistent with disclosures to all affected Clients. Broad Bay maintains and periodically reviews documentation demonstrating that its shared expenses allocation methodology has been applied correctly. Compensation for Sale of Securities or Other Investment Products Neither Broad Bay nor any of its supervised persons receive any compensation from the sale of securities or other investment products.

Broad Bay is entitled to receive from one Client is higher than the performance-based compensation Broad Bay is entitled to receive from another Client, Broad Bay is incentivized to devote a greater amount of its time and attention to the Client with the higher performancebased compensation. Further, because the Funds’ management fees and incentive allocations and the Managed Account’s performance fee are generally based on net asset values, Broad Bay has a conflict of interest in valuing Client assets. To mitigate such conflict, Broad Bay’s Fund administrator values assets held in Fund accounts in accordance with written valuation policies and pursuant to Broad Bay’s supervision and fiduciary duties. Broad Bay is required to act in a manner that is fair and equitable, depending on the particular facts and circumstances and the needs and financial objectives of Broad Bay’s various Clients, in allocating investment opportunities to the Clients, but Broad Bay is not otherwise subject to any specific obligations or requirements concerning the allocation of time, effort or investment opportunities, or any restrictions on the nature or timing of investments for the Clients. Broad Bay seeks to address this conflict through the application of its trade allocation policy and procedures, which are designed to avoid or minimize conflicts of interest and promote the fair allocation of investments among Clients. Generally, when an investment is appropriate for more than one Client, it will be allocated to such Clients on a pro rata basis, based on Client net asset value or the fair market value of the investment held by each Client, or based on the target exposure of each investment in each Client account; however, for investments involving special circumstances, investments may be allocated to Clients on a different basis, and documentation related to any such exception will be maintained by Broad Bay. Broad Bay periodically reviews the allocation of investment opportunities to confirm that investment allocations are made in compliance with Broad Bay’s trade allocation policy and that such allocations are fair and equitable to Clients.

Investors in the Funds and owners of separately managed accounts may include, but are not limited to, high net worth individuals, pension plans (corporate, state and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds-offunds), trusts, estates or charitable organizations, and corporate or business entities. Investors in the Funds and owners of separately managed accounts will be required to meet certain suitability qualifications, such as being “accredited investors” within the meaning set forth in Rule 501(a) of Regulation D under the Securities Act 1933, as amended (the

“Securities Act”), and also “qualified purchasers” as that term is defined in the Advisers Act. Details concerning applicable investor suitability criteria are set forth in each Fund’s Governing Fund Documents. The minimum initial subscription in the Onshore Fund and the Offshore Fund is $1,000,000 for Class A interests/shares and $5,000,000 for Founders Class and Liquid Founder’s Class interests/shares, both subject to the discretion of Broad Bay and, where applicable, the Board of Directors of the Offshore Fund. This can include a waiver of the minimum initial subscription amount to a minimum investment of $50,000 for the Onshore Fund and $100,000 for the Offshore Fund. The minimum initial investment amount for the Managed Account was negotiated between Broad Bay and the Managed Account’s owner. Broad Bay will determine, in its sole discretion, whether to open or require a minimum investment amount for any future separately managed accounts.

Overall Investment Strategy and Methods of Analysis The principal objective of the Onshore Fund and the Offshore Fund, pursued by making investments through the Master Fund, is to generate superior, risk-adjusted returns by employing a low net long/short investing strategy focused principally on investments in public equity securities in the consumer, business services, and industrial sectors, both domestically and in other markets. The Funds intend to pursue their investment objective by concentrating the portfolio in a limited number of long and short positions with a gross exposure target between 150% and 225%. Although capital is predominately allocated to long and short positions in public equity securities, as per the Governing Fund Documents, Broad Bay is permitted to invest the Funds’ assets in long and short positions in fixed income securities and other debt instruments, purchase securities on margin, trade in exchange-traded and over- the-counter derivatives including equity-linked options, invest in securities issued by special purpose acquisition companies (“SPACs”) and other similar, publicly-traded blank check entities or blind pools, make private investments in public companies whose stocks are quoted on stock exchanges or which trade in over-the-counter securities markets (“PIPE Transactions”), invest in preferred stock, warrants and convertible debt, trade in credit default swaps, equity swaps, CFDs (“contract for differences”), and foreign exchange hedges, and engage in hedging and other securities and investment strategies not listed above.

Broad Bay invests the Funds’ assets using a multi-sector approach with a focus on predominantly U.S.-based consumer, business services, and industrial companies, focusing on four main attributes in its investment selection process: •

Value Orientation. Broad Bay seeks to invest in inexpensive long investments, while also investing in higher multiple securities of strong, sustainable businesses rather than solely investing in “value for the sake of value.”

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Contrarian Bent. Broad Bay takes a longer-term approach to investing and aims to capitalize on valuation inefficiencies created by investors extrapolating near-term trends into the future.

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Focus on Mispricings. Broad Bay typically hinges its investment thesis on changes which are expected to take place at the industry and/or company level, seeking investments related to good businesses experiencing temporary problems or bad businesses benefitting from unsustainable trends.

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Longer Investment Horizon. Broad Bay seeks opportunities beyond the typical sixmonth time horizon taken by many other investors who focus on earnings releases and management guidance in their investment approach.

Broad Bay makes value- and growth-oriented investments, as well as uses a “growth-at-areasonable-price” investment style in small, medium and large capitalization companies, with a focus on small and medium capitalization companies. Broad Bay believes that investments in small and medium capitalization companies, combined with its low-net approach, differentiates its investment strategy from other managers and can provide a compelling opportunity for the Funds to achieve their investment objective. Broad Bay believes that this segment is under-covered relative to the market at large, as larger funds do not generally invest as heavily in this universe given liquidity constraints. Broad Bay believes that its advantage comes from its research process in this segment of the market, which can enable the Funds to benefit from market inefficiencies. The Funds seek to achieve uncorrelated equity returns with moderate volatility. The Funds aim to compound their capital regardless of market conditions, targeting a net beta adjusted exposure range of plus/minus 20%. The Funds are not limited with respect to the relative percentage of their assets that may be invested in any type or class of asset or security. Broad Bay intends to redistribute Fund assets among various asset classes when, based on Broad Bay’s research, it believes it is desirable to do so. Investors should review the applicable Governing Fund Documents for more details on the manner in which Broad Bay intends to implement the Funds’ investment strategy and the methods of analysis that Broad Bay seeks to utilize in order to achieve these investment objectives.

The descriptions set forth in this Brochure of specific advisory services that Broad Bay offers to the Funds, and investment strategies pursued and investments made by Broad Bay on behalf of the Funds, should not be understood to limit in any way Broad Bay’s investment activities. Broad Bay may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each Fund’s investment objectives and guidelines. The method(s) and investment strategies described above involve certain risks. A summary of the principal risks is set out below. Summary of the Principal Investment Risks Investing involves substantial risks, including the risk of total loss of capital, and is not suitable for all investors. No guarantee or representation is made that the Clients’ investment programs, including, without limitation, the Clients’ investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results will vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of investments are not necessarily indicative of the Clients’ or Broad Bay’s future performance. The following are certain of the principal risks associated with the investment activities of the Clients. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us: Available Information. Broad Bay will select investments, in part, on the basis of information and data filed by the issuers of securities with various government regulators or made directly available to Broad Bay by such issuers, or through sources other than the issuers. Although Broad Bay evaluates all such information and data and seeks independent corroboration when Broad Bay considers it appropriate and when it is reasonably available, Broad Bay is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases complete and accurate information is not readily available. Volatility of Financial Markets. Market risk is a factor in any investment. During the last several years in particular, a high level of volatility in the financial markets has increased risk generally. Continued volatility could disrupt the investment strategies of the Clients, decrease the value of the portfolio and adversely impact its profitability. Recent developments in the global financial markets illustrate that the current environment is one of extraordinary and possibly unprecedented uncertainty. In light of such recent market turmoil and the overall weakening of the financial services industry, the financial condition of the Clients, custodians/prime brokers and other financial institutions may be adversely affected, and they may become subject to legal, regulatory, reputational and/or other unforeseen risks that could have a material adverse effect on the Clients’ business and operations. Current Market Conditions and Governmental Actions. Beginning in the fall of 2008, world financial markets experienced extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to

function. In reaction to these events, regulators in the U.S. and several other countries undertook unprecedented regulatory actions. In the U.S., for example, the SEC issued an emergency order to ban temporarily short selling of any publicly traded securities of certain financial firms and to require institutional investment managers, including certain private fund managers, to disclose, on a weekly basis, the daily short positions on publicly traded equity securities. On or about the same time, several other jurisdictions (including the United Kingdom, Australia and Ireland) enacted emergency regulations, imposing similar regulations to those enacted by the SEC. The U.S. government and securities regulators of many other jurisdictions continue to consider and implement other measures to stabilize U.S. and global financial markets, some of which, if enacted, could adversely affect the Clients. However, despite these efforts and the efforts of securities regulators of other jurisdictions, global financial markets remain volatile. It is uncertain whether regulatory actions will be able to prevent further losses and volatility in securities markets or stimulate the credit markets. The Clients may be materially adversely affected by similar or other events in the future. In the longer term, there may be significant new regulations that could limit the Clients’ activities and investment opportunities or change the functioning of capital markets, and there is the possibility of a more severe worldwide economic downturn. Consequently, the Clients may not be capable of, or successful at, preserving the value of their assets, generating positive investment returns or effectively managing their risks. Financial Crises and Effects on Global Financial Markets. World financial markets have in the past experienced and may in the future experience extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to function. In reaction to these events, regulators in the U.S. and several other countries previously have taken and may in the future take regulatory actions. However, global financial markets may remain volatile, and it is uncertain whether regulatory actions will be able to prevent losses and volatility in securities markets. It is possible that regulatory actions might increase the possibility of future volatility. Regulations may increase market fragmentation and decrease the global flow of capital as it may be too difficult for the Clients and other market participants to comply with multiple regulatory regimes. There may be significant new regulations that could limit the Clients’ activities and investment opportunities or change the functioning of capital markets, and there is the possibility of regional and/or worldwide economic downturn. Consequently, the Clients may not be capable of, or successful at, preserving the value of their assets, generating positive investment returns or effectively managing its risks. Competition. The securities industry is extremely competitive. Broad Bay competes for investment opportunities against various other investors, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. Competitive investment activity by other firms may reduce the Clients’ opportunity for profit by reducing the availability of or increasing the price of what the Clients believe to be, based on their investment criteria, exceptional investment opportunities. Investment and Trading Risks. An investment in the Clients involves a high degree of risk, including the risk that the entire amount invested may be lost. The Clients invest in and actively trade securities using strategies and investment techniques with significant risk characteristics, including, without limitation, risks arising from the volatility of the global

equity, currency and fixed income markets, the risks of short sales, the risks of leverage and the risk of loss from counterparty defaults. No guarantee is made that the Clients’ investment programs or overall portfolios, or various investment strategies used or investments made, will have low correlation with each other or with the market or that the Clients’ returns will exhibit low long-term correlation with an investor’s traditional securities portfolio. All investments made by the Clients risk the loss of capital, including a complete loss of capital. No guarantee or representation is made that the Clients’ investment programs will be successful, that the Clients will achieve their targeted returns or that there will be any return of capital invested to investors in the Clients. In addition, investment results will vary substantially over time. Investment Judgment. The profitability of a significant portion of the Clients’ investment programs depends to a great extent upon correctly assessing the future profitability of the price movements of securities and other investments. There can be no assurance that Broad Bay will be able to accurately predict the long-term results of any security or other investment. Risks of Certain Investment Strategies. If Broad Bay’s evaluation of an investment opportunity should prove incorrect, the Clients could experience losses as a result of a decline in the market value of securities in which the Clients hold a long position or an increase in the value of securities in which the Clients hold a short position. The risk management techniques that are utilized by Broad Bay will not provide any assurance that the Clients will not be exposed to a risk of significant investment losses. The investment programs of the Clients focus on long and short equity investments, but the Clients are also permitted to utilize investment techniques such as options on securities, margin transactions, short sales and leverage, which practices can, in certain circumstances, increase the adverse impact to which the Clients may be subject. The timing of such adverse impacts cannot be predicted and may result in substantial volatility in the performance of the Clients. Concentration of Investments. The investment programs of the Clients entail substantial emphasis on the concentration of investments in a few higher quality ideas. This entails substantial risks that are not present in investment products that are more highly diversified. The Clients hold relatively few investments and are more concentrated in a limited number of investments, industries or geographies. As a result of the Clients’ lack of diversification, a significant loss in any one position may have a material adverse effect on the net asset value of the Clients’ rate of return. Diversification of the Clients’ assets among different industries is not a primary goal of Broad Bay. Therefore, any fluctuation in the overall value of securities in a specific sector likely will have a material effect on the performance of the Clients. Broad Bay’s specialized investment strategy and lack of diversification may be more vulnerable to changes in the economy or those industries or other factors than a broad-based portfolio, and, as a result, performance results may be highly volatile and may result in the Clients significantly outperforming, or under-performing, the market as a whole. Equity Securities. The Clients invest in equity and equity-related securities, including, without limitation, equity investments acquired in connection with restructured debt securities or instruments, or in connection with reorganizations and/or restructurings of debt securities, equity securities or other obligations and assets of undervalued, operationally challenged and/or financially troubled companies or institutions. Equity securities fluctuate in value in

response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments. Short Sales. Broad Bay engages in short selling on behalf of the Clients. Short selling involves selling securities that are not owned by the Clients. A short position is established when a Client borrows securities from securities brokers or other institutions and sells them in an open market transaction with an obligation to return the borrowed securities at a later date. Short selling allows the Clients to profit from the decline in the price of the securities by purchasing the securities at a price that is lower than the price at which they were initially sold, in each case, to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. In addition, short sales may act as a hedge against long positions in the same or related securities in the Clients’ portfolios in the event that the price of securities decline. However, a short sale creates the risk of unlimited loss because in order to close out a short position, a Client would need to return the borrowed securities by purchasing such securities at prevailing market prices. Specifically, the price of the subject security could rise without limit, thus increasing the cost to the Client of buying those securities in order to close out the short position. There can be no assurance that the security necessary to close out a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further if the demand to buy such securities outpaces the available supply, thereby exacerbating the loss. For instance, a so-called “short squeeze” can occur when the price of securities in which a Client has an open short position rise sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seek to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchase a significant amount of shares, thereby causing a substantial increase in the price of such securities; and/or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demand the return of the security that has been loaned. A “short squeeze” may result in a Client having to prematurely close out a short position at unattractively high prices, resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants, and/or lenders become aware of a Client’s short positions, including, without limitation, as a result of legally-required reporting with respect to the ownership of options to purchase the underlying security being shorted. In the instance where securities lenders demand a return of securities in respect of an open short position, the Clients will need to either find another source of supply of such security or purchase the subject securities in open market transactions at then-prevailing market prices. If a Client is unable to source another securities lender and is forced to close out its short position, such Client could incur significant losses if the securities sold short had increased beyond the price at which the Client initially established its short position. In addition to the risks of securities loan recalls or “short squeezes,” a Client may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If a Client is unable to

deliver the additional margin required, the Client may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. In addition, depending on the timing and magnitude of a price increase in respect of an open short position, the Client may be required to liquidate long positions in order to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the Client. In addition, stock loan fees charged to the Clients for borrowing securities may be substantial and will decrease any gains (or increase losses) associated with the short position. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short-selling restrictions and disclosure requirements are enacted, the prices of the instruments in which a Client invests may be materially affected and the ability of Broad Bay to take advantage of opportunities for shortselling may be significantly reduced. Legal Restrictions and Reporting-Related Risk. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which the Clients invest may be materially affected and the ability of Broad Bay to take advantage of opportunities for short selling may be significantly reduced. Hedging. The Clients engage in a variety of hedging transactions, including derivatives, options and swaps. Hedges can be more difficult to implement than many other types of transactions, and the possibilities for errors may be greater than for other transactions. Additionally, there is no guarantee that these hedging transactions will prevent losses to the Clients. The success of the Clients’ hedging strategies will be subject to Broad Bay’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Clients’ hedging strategies will also be subject to Broad Bay’s ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In addition, hedging transactions may result in poorer overall performance for the Clients than if no such hedging transactions were executed. Moreover, Broad Bay may determine not to hedge against, or may not anticipate, certain risks. Finally, the Clients may be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular investments and counterparties). Options. The Clients engage in the trading of options when appropriate. Such trading involves risks substantially similar to those involved in trading margined securities in that options are speculative and highly leveraged. Specific market movements of the securities underlying an option cannot accurately be predicted. The purchaser of an option is subject to the risk of losing the entire purchase price of the option. The writer of an option is subject to the risk of loss resulting from the difference between the premium received for the option and the price of the security underlying the option which the writer must purchase or deliver upon exercise of the option. Derivatives. The Clients invest in derivative financial instruments, including swaps. In addition,

the Clients may, from time to time, utilize both exchange-traded and over-the-counter futures, options and contracts for differences, for hedging purposes, as well as other derivatives. Regulatory restraints may restrict the instruments that the Clients may trade. Such derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, a relatively small movement in the price of a contract may result in a gain or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in unquantifiable further losses exceeding any margin deposited. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Central Clearing. In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives are underway to require certain derivatives to be cleared through central clearinghouses. In the U.S., clearing requirements have been implemented as part of the Dodd-Frank Act. The Commodity Futures Trading Commission (the “CFTC”) imposed its first clearing mandate on December 13, 2012 affecting certain interest rate and credit default swaps. The CFTC and the SEC may introduce clearing requirements for additional classes of derivatives in the future. The European Market Infrastructure Regulation also requires over-the-counter derivatives contracts meeting specific criteria to be cleared through central counterparties. While such clearing requirements may be beneficial for the Clients in many respects (for instance, they may reduce the counterparty risk to the dealers to which the Clients would be exposed under non-cleared derivatives), the Clients could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and, as a result, the Clients may not be able to hedge risks or express an investment view as well as they would have been able to had they used customizable derivatives available in the over-the-counter markets. The Clients may have to split their derivatives portfolios between centrally cleared and over-the-counter derivatives, which may result in operational inefficiencies and an inability to offset risk between centrally cleared and over-the-counter positions, and which could lead to increased costs. Another risk is that the Clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the Clients’ futures commission merchants and/or derivatives counterparties (together, “FCMs”) and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts, where the amount of initial margin posted on the contract is typically static throughout of the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses, and the fact that the margin models might be changed at any time, may subject the Clients to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect on the Clients. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require the Clients to borrow eligible

securities from a dealer to meet margin calls and raise the costs of cleared trades to the Clients. In addition, clearinghouses may not allow the Clients to portfolio-margin their positions, which may increase a Client’s costs. Although standardized clearing for derivatives is intended to reduce counterparty risk (for instance, it may reduce the counterparty risk to the dealers to which the Clients would have been exposed under over-the-counter derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and Clients’ FCM, subjecting the Clients to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Leverage. The Clients employ leverage in connection with their investment strategies and/or for any other purpose deemed necessary, desirable or appropriate by the General Partner and/or Broad Bay from time to time. The use of leverage increases both the possibility for gain and the risk of loss. Loans typically will be secured by the Clients’ securities and other assets. Under certain circumstances, a lender may demand an increase in the collateral that secures such obligations, and if the Clients are unable to provide additional collateral, the lender could liquidate assets held in the account to satisfy such obligations. Liquidation in that manner could have extremely adverse consequences. In addition, the amount of the Clients’ borrowing and the interest rates on that borrowing, both of which will fluctuate, may have an effect on the Clients’ profitability. Additionally, leverage typically will cause a Client’s net asset value to increase or decrease at a rate greater than if leverage were not used. Securities Lending and Borrowing. The Funds lend securities to securities brokers and other institutions as a means of earning additional income, and borrow securities from securities brokers or other institutions to cover short positions; provided, that no Fund (including any other investment vehicle established to invest directly in the Onshore Fund or Offshore Fund or in underlying assets in parallel with the Onshore Fund or Offshore Fund, through the Master Fund via a separate master-feeder structure, or otherwise advised by Broad Bay) may lend amounts to an affiliate of the General Partner or Broad Bay without the prior consent of at least a majority- in-interest of the investors in such Fund. If the other party to such transaction becomes insolvent or bankrupt, the Funds could experience delays and extra costs in recovering payment or the securities. To the extent that, in the meantime, the value of securities changes, the Funds could experience further losses. Security loans must be fully collateralized, and Broad Bay must be satisfied with the creditworthiness of the other party to the transaction. Risks of Foreign Investments. The Clients invest in securities of foreign companies, governments and government agencies. Investing in such securities, which are generally denominated in foreign currencies, and the use of forward foreign currency exchange contracts, involves unusual risk not typically associated with investing in securities issued by U.S. companies or by the U.S. government or its agencies or instrumentalities. Investing in emerging markets poses greater risks and a greater potential for returns than investing in developed countries. Securities of companies in these emerging markets are generally more

volatile and may be much more volatile than securities issued by companies located in developed countries. The Clients may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the U.S. dollar. Moreover, individual foreign economies may compare unfavorably with the U.S. economy in growth of gross national product, rate of inflation, rate of savings and capital reinvestment, resource self-sufficiency, balance-of-payment positions and in other respects. Some of the countries in which the Clients may invest have laws and regulations that currently preclude or severely restrict direct foreign investment in securities of their companies. Securities of some foreign companies are less liquid and their prices are more volatile than securities of comparable U.S. companies. Investing in foreign securities creates a greater risk of securities clearance and settlement problems. Further, some of the securities in which the Clients may invest may be thinly traded and relatively illiquid or may cease to be traded after the Clients invest in them. In addition to being illiquid, such securities may be issued by unseasoned companies and may be highly speculative. In addition, the Clients occasionally acquire relatively large positions in a few securities. In such cases, and in the event of extreme market activity, the Clients may not be able to liquidate investments promptly, if the need should arise, which could materially and adversely affect the results of such investments. Small and Medium Capitalization Companies. The Clients invest in the equity and other securities of companies with small to medium-sized market capitalizations where such companies meet the investment criteria described herein. While such companies may provide significant potential for appreciation, such investments, particularly small-capitalization securities, involve higher risks in some respects than do investments in securities of larger companies. The prices of small capitalization and even medium-capitalization securities are often more volatile than prices of large capitalization securities and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to long investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in some medium or small-capitalization securities, an investment in those securities may be illiquid. The small to medium-sized market capitalization securities may, at times, significantly underperform the large capitalization securities and may do so in the future. A related concern for short sale risk is that smaller companies tend to be more readily acquired. Special Situation Investments. The Clients may invest in companies involved in, or the target of, acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, take considerable time 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 Clients of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, a Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of the transactions involving financially troubled companies in which the Clients may invest, there is a potential risk of loss by the Clients of their entire investment in such companies. SPAC Investments. The Funds have invested in SPACs and other similar, publicly-traded blank check entities or blind pools, and the Funds and/or the Managed Account may do so in the

future. A SPAC is a development stage public company that has no specific business plan or purpose or has indicated its business plan is to identify merger, acquisition or other transformative transactions and consummate such transactions with one or more operating businesses or assets (any such transaction, a “Transaction”). SPACs have broad discretion to select potential Transactions (subject to industry, geographic or other limitations, if any). SPACs have no operating history and, at the time that a Client invests in a SPAC, the SPAC typically has not conducted any discussions or made any plans, arrangements or understandings with any prospective Transaction candidates. Accordingly, there is a limited basis (if any) on which to evaluate the SPAC’s ability to achieve its business objective or to ascertain the merits or risks of investing in a particular SPAC, and the Clients will be dependent upon the integrity, skill and judgment of the management team of any SPAC in which the Clients invest. While certain SPACs are formed to make Transactions in specified market sectors, others are complete “blank check” companies, and the management of the SPAC may have limited experience or knowledge of the market sector in which the Transaction is made. Accordingly, at the time that the Clients invest in a SPAC, there may be little or no basis for the Clients to evaluate the possible merits or risks of the particular industry in which the SPAC may ultimately operate or the target business which the SPAC may ultimately acquire. There is no guarantee that a SPAC selected for investment will be able to effect a well-received Transaction. SPACs may encounter intense competition from other entities having similar business objectives, as well as operating businesses competing for acquisitions. A SPAC will not generate any revenues until, at the earliest, after the consummation of a Transaction. While a SPAC is seeking a Transaction target, its stock may be thinly traded. The economic model for a SPAC depends on there being a viable market for its stock and warrants prior to consummation of a Transaction. There can be no assurance that such a market will develop, despite the fact that such securities legally are freely tradable (having been publicly offered). If a Client does not want to participate in a Transaction, and instead redeems for the value of trust which is customarily higher than the Client’s purchase price, then such Client is also relying on the integrity of the custodian and trustee of the SPAC’s escrow account. If the Clients were to acquire warrants, the Clients may lose the entire value of those warrants if a Transaction cannot be effected by that SPAC or if the Transaction is poorly-received by the markets. SPAC securities typically have less liquid trading markets than most other publicly-traded equity securities. If the Clients invest in a SPAC that is unable to effect a Transaction, they will receive their share of the proceeds that are placed in trust, and may be subject to reduction if third-party claims are made against the SPAC or escrow. The proceeds of a SPAC that are placed in trust are subject to risks, including the risk of insolvency of the custodian of the funds, fraud by the trustee, interest rate risk and credit and liquidity risk relating to the securities and money market funds in which the proceeds are invested. Many SPACs invest their trust assets in money market funds. Certain of these funds have incurred material losses at various times. PIPE Transactions. Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies. Such companies may also be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key

personnel. In addition, PIPE transactions will generally result in Broad Bay causing Clients to acquire either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. Broad Bay’s ability to dispose of securities acquired by Clients in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if Broad Bay is able to have securities acquired by Clients in a PIPE transaction registered or sell such securities through an exempt transaction, such Clients may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of Client investments. Risk of Operations/Liquidity Risks. Although many of the securities that the Clients acquire will be traded on public exchanges, each exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it difficult or impossible for a Client to liquidate its positions and would thereby expose it to losses. In addition, some of the securities in which the Clients invest may be thinly traded, restricted or not traded in a public market, potentially making it difficult for the Clients to dispose of a position at the time or price desired. Moreover, there is a possibility that the institutions, including brokerage firms and banks, with which the Clients will do business or with which securities are entrusted for custodial purposes, will encounter financial difficulties that may impair the operational capabilities or the capital position of the Clients. The General Partner and Broad Bay will seek to mitigate this risk by selecting financially responsible brokers, clearing firms and counterparties with which to do business. Price and Liquidity Fluctuations of Investments. A significant portion of the Clients’ investments will be in public securities. However, the market value of the Clients’ investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in the securities markets and the financial condition of the issuers of the securities in which the Clients invest. During periods of limited liquidity and higher price volatility, the Clients’ ability to acquire or dispose of their investments at a price and time that Broad Bay deems advantageous may be impaired. As a result, in periods of rising market prices, the Clients may be unable to participate in price increases fully to the extent that they are unable to acquire the desired positions quickly; the Clients’ inability to dispose fully and promptly of positions in declining markets will conversely cause their net asset values to decline as the value of unsold positions is marked to lower prices. Borrowing; Interest Rates; Margin. The General Partner and/or Broad Bay may borrow funds from brokerage firms and banks on behalf of the Funds in order to be able to increase the amount of capital available for marketable securities investments. The rates at which the Funds can borrow, in particular, will affect the operating results of the Funds. Even if the Funds

make a profit on a trade, the interest expense incurred in carrying the position may exceed the profit generated by the trade. Any use of short-term borrowings or repurchase agreements will result in certain additional risks to the Funds. For example, should the securities pledged to brokers to secure the Funds’ margin accounts or repurchase obligation decline in value, the Funds could be subject to a “margin call,” pursuant to which the Funds must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden precipitous drop in the value of the Funds’ assets, the Funds might not be able to liquidate assets quickly enough to pay off their margin debt. Institutional Risks; Counterparty Risk. Certain assets of the Clients will be exposed to the credit risk of the dealers, brokers and exchanges through which Broad Bay deals, whether Broad Bay engages in exchange-traded or off-exchange transactions. These firms and/or financial institutions, regardless of how large or well- capitalized, may encounter financial difficulties that impair the operating capabilities or the capital position of the Clients. If any broker-dealer or other financial institution holding the Clients’ assets were to become bankrupt or insolvent, it is possible that the Clients would be able to recover only a portion, or in certain circumstances, none of their assets held by such bankrupt or insolvent entity. Discretion and Changes in Investment Strategy. Broad Bay has considerable discretion in choosing the securities that are acquired, and it has the right to modify the investment strategy, selection criteria or hedging techniques used by the Funds without the consent of the investors. Co-Investment Opportunities and Co-Investments with Third Parties. In connection with any Master Fund investment, including, without limitation, an investment that becomes illiquid or difficult to value, Broad Bay may offer (and has offered in the past to the Managed Account) the opportunity to co-invest to various parties, as further described herein. Such investments will involve risks, including the possibility that a co-investor may have financial difficulties resulting in a negative impact on such investment; may have economic or business interests or goals that are inconsistent with those of the Master Fund; may have direct participation or control of such investment (rather than participation through an entity controlled by Broad Bay); and/or may be in a position to take (or block) action in a manner contrary to the Master Fund’s investment objective. Investors and/or third parties may enter into compensation arrangements relating to such investments that likely will differ from those compensation arrangements otherwise applicable to other investors, including management fee and incentive compensation arrangements. Such differing compensation arrangements likely will create potential conflicts of interest between such parties and the Master Fund. Investments through Non-Affiliated Entities. In connection with any co-investment, the Master Fund may (although currently is not expected to) make investments through non-affiliated coinvestment vehicles controlled by a third-party investment manager unaffiliated with the Master Fund or Broad Bay. In the event that the Master Fund makes such an investment, the Master Fund will rely significantly on such third-party investment manager, whose interests may at times conflict with the interests of the Master Fund and/or the investors participating in such co-investment. For instance, such third-party investment manager likely will have ultimate decision-making authority as to whether to consummate the purchase of the

securities of the investment. Moreover, investing through a non-affiliated entity will involve additional risks that may not be present in cases where the Master Fund makes a direct investment, including the possibility that the management of the non-affiliated entity may have interests or objectives that are inconsistent with those of the Master Fund and/or the investors participating in such co-investment, may be in a position to take actions contrary to the Master Fund’s investment objectives, may vote the securities of the co-investment in a manner different than Broad Bay would have voted such securities or may otherwise default on its obligations including to the sellers of the securities of the co-investment. In addition, the Master Fund may bear a portion of the costs and expenses of structuring and negotiating the acquisition of the securities of a co-investment through such non-affiliated co-investment vehicle, including the costs of forming and operating such non-affiliated co-investment vehicle. As a result, the Master Fund would be subject to increased operating and legal expenses due to investing through a non-affiliated entity, thereby producing lower returns. Environmental, Social and Governance (“ESG”). Broad Bay does not offer or market ESG private funds or claim adherence to any global ESG framework or related industry standards, conventions or practices. Nevertheless, Broad Bay may consider ESG factors when making investments and managing Client assets, consistent with and subject to any applicable legal, regulatory, fiduciary or contractual duties. ESG factors, issues and considerations vary greatly based on numerous criteria, including, but not limited to, country, industry, investment strategy, and issuer-specific/investment-specific characteristics. ESG factors are only some of the factors, and may not be determinative factors, that Broad Bay considers in making an investment decision. In evaluating an investment, Broad Bay may depend upon information and data provided by the issuer or company or obtained via third-party reporting or advisors, which may be incomplete or inaccurate and could cause Broad Bay to incorrectly assess the company’s ESG practices and/or related risks and opportunities. Broad Bay’s approach to ESG may not align with the approaches used by other asset managers or preferred by prospective investors or with future market trends. Broad Bay could become subject to additional regulation in the future, and Broad Bay cannot guarantee that its current approach will meet future regulatory requirements. Business Continuity and Disaster Recovery. The business operations of Broad Bay, its affiliates, the Clients and their portfolio companies may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster, (e.g., tornadoes, floods, hurricanes and earthquakes), terrorist attacks or other circumstances resulting in property damage, network interruption and/or prolonged power outages. Although Broad Bay and/or its affiliates have implemented various measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. If such business operations are disrupted or suspended for extended periods of time, the Clients and the investors may be adversely affected. Other Catastrophic Risks. The Clients may be subject to the risk of loss arising from direct or indirect exposure to a number of types of other catastrophic events, including without limitation (i) other public health crises, including any outbreak of SARS, H1N1/09 influenza, Zika, avian influenza, coronaviruses, Ebola or other existing or new epidemic diseases, or the threat or fear thereof; or (ii) other major events or disruptions, such as hurricanes, earthquakes, tornadoes, fires, flooding and other natural disasters; acts of war, military

conflicts, social unrest or terrorism, including cyberterrorism; or major or prolonged power outages or network interruptions. Such events could exacerbate political, social and economic risks previously mentioned and result in significant breakdowns, delays and other disruptions on a local, regional and global scale, which may have adverse effects on the operating performance of the Clients and their portfolio companies. The extent of the impact of any such catastrophe or other emergency on the Clients and their portfolio companies’ operational and financial performance will depend on many factors, including the duration and scope of such emergency, the extent of any related travel advisories and restrictions, the impact on overall supply and demand for goods and services, investor liquidity, consumer confidence and levels of economic activity, and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In particular, to the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Clients participate (or has a material effect on any Client portfolio companies or locations in which such portfolio companies or Broad Bay operate or on any of their respective personnel) the risks of loss could be substantial and could have a material adverse effect on the Clients or the ability of Broad Bay to fulfill its investment objectives. Global Political Risks. Some of the companies in which the Clients may invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other Client assets, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of the Clients’ investments in those countries. Investing in such markets poses greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than securities issued by companies located in other countries. FCPA and Anti-Corruption Considerations. In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities and of corruption. Under the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), it is unlawful for U.S. persons and, in certain circumstances, foreign persons to pay or offer bribes, directly or indirectly, to a foreign official in order to obtain, retain, or direct business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, with the enactment in 2013 of the Bribery Act, the United Kingdom has significantly expanded the reach of its anti-bribery laws. Broad Bay may determine that Broad Bay or the Clients should forgo certain relationships and associated opportunities that Broad Bay believes may present such risks. In addition, the possibility exists that Broad Bay’s and the Clients’ ongoing relationships may be affected by activity that has potential implications under anti-corruption and anti-bribery laws, which could necessitate discontinuing an existing relationship or activity, or the imposition of other legally required or advisable measures. In spite of Broad Bay’s efforts to comply with the FCPA, the Bribery Act and other applicable laws, individuals purporting to act on behalf of Broad Bay or affiliates of portfolio companies, particularly in cases where the Clients do not control such portfolio company, could engage in activities that could have legal implications under such laws, including allegations of violations of such laws, whether before or after the relevant

Client makes an investment. Any allegation or determination that a Client or Broad Bay has liability arising from a violation of the FCPA or other applicable anti-corruption laws or antibribery laws could subject such Client or Broad Bay to, among other things, civil and criminal proceedings and penalties, fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect Broad Bay’s business prospects and/or financial position, as well as the Client’s ability to achieve its investment objective and/or conduct its operations. CFIUS and National Security/Investment Clearance Considerations. Client investments may involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure, which may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of the Client. In the event that CFIUS or another regulator reviews one or more of a Client’s proposed or existing investments, there can be no assurances that such Client will be able to maintain, or proceed with, such investments on terms acceptable to the Client. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of a Client’s investments. Such limitations or restrictions may prevent the Client from maintaining or pursuing investments, which could adversely affect the Client’s performance with respect to such investment (if consummated) and, thus, the Client’s performance as a whole. Cybersecurity Breaches and Identity Theft. The information and technology systems of Broad Bay, the Clients, their affiliates, and their service providers and portfolio companies may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, other security breaches and/or usage errors. Although Broad Bay has implemented various measures 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, Broad Bay, one or more Clients, their affiliates, their service providers and/or their portfolio companies may have to make a significant investment to fix or replace them. The failure of these systems for any reason could cause significant interruptions in such parties’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the reputation of Broad Bay, the Clients, their affiliates, their service providers and/or their portfolio companies, subject any such entity and their respective affiliates to legal claims and/or otherwise affect their business and financial performance. Specifically, cyberattacks and the failure of information and technology systems may interfere with the processing of investor purchases or withdrawals, impact the Clients’ ability to value their assets, cause the release of confidential information and/or subject Broad Bay or the Clients to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. Such parties also may incur substantial costs for cybersecurity risk management to prevent any cyber incidents in the future. The Clients and their investors could be negatively impacted as a result. 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. Use of Alternative Data. Broad Bay purchases and uses in its investment process alternative data, consisting of data gathered from a variety of sources (including, but not limited to, credit card panels, internet usage, and government and other public records databases), including through its incorporation in Broad Bay’s research of target companies. The purchase, onboarding, analysis and interpretation of alternative data involves a high degree of uncertainty, and no assurance can be given that the use of alternative data by Broad Bay will prove beneficial to the Clients. The use of alternative data involves an inherent risk that Broad Bay may rely on data outputs that reflect faulty system logic or that are based on inaccurate or incomplete data inputs. Moreover, the use of alternative data for investment purposes has been subject to increased scrutiny from regulators, and its use or misuse under current or future laws and regulations, whether related to securities or privacy laws and regulations or otherwise, could create liability for Broad Bay and for the Clients in various jurisdictions. Broad Bay cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any regulatory investigations or formal actions could cause reputational, financial, or other harm to Broad Bay and/or to the Clients. In addition, the use of alternative data may entail significant expense, which is expected to be borne, in whole or in part, by the Clients. Artificial Intelligence and Machine Learning Risks. The emergence of recent technology developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) poses risks to Broad Bay, the Clients and the Clients’ investments. Broad Bay uses Generative AI in various processes, including in connection with its investment research process. Broad Bay is further exposed to the risks of Generative AI through third parties (including Broad Bay’s or a Client’s service providers or counterparties) that use Generative AI, and Broad Bay may not always be aware of such use. Broad Bay cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Generative AI and its widespread potential uses, Broad Bay expects that its policies and procedures will continue to evolve in response to any unique challenges. Generative AI is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in such outputs’ subsequent analysis. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including the increased likelihood that Broad Bay and the Clients or the underlying issuers in which they are invested become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on Broad Bay and the Clients’ investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments.

Banking Relationships. Broad Bay and the Clients will hold cash and, with respect to the Clients, other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. The Clients may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of each of Broad Bay and the Clients to access, transfer or otherwise deal with their assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on the Clients. For example, in such a scenario, a Client could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution 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 a case, Broad Bay or a Client, as applicable, may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). Broad Bay does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its or its Clients’ banking relationships, and there can be no assurance that Broad Bay or the Clients will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Uncertainty of Financial Models and Projections. Broad Bay uses financial models and projections to help analyze potential investments or future capital raises by, and financing for, public and private companies or other transactions. Modeled and projected operating results will often be based on management judgments, with adjustments to such models and projections made by Broad Bay in its discretion. Misconduct of Employees and of Third-Party Service Providers. Misconduct by employees or by third-party service providers could cause significant losses to the Clients. Employee misconduct may include binding the Clients to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third party service providers, including, without limitation, from the failure to recognize trades and the misappropriation of assets, including situations where third-party service providers may act as directors, trust companies or in a similar capacity that may give such third-party service providers signing authority over certain Client assets. In addition, it is possible that employees and third-party service providers may improperly use or disclose confidential information of the Clients, which could result in litigation or serious financial harm, including limiting the Clients’ business prospects or future marketing activities. A Client may, even when it is apparent that a third party service

provider has made an error, determine not to pursue legal remedies against such third party service provider. In addition, without any misconduct, employees and third-party service providers may make errors that cause significant losses to the Clients and their investors, including, among others, with respect to the calculation of net asset value, the handling of assets and wiring of withdrawal proceeds, the handling of personal information, the negotiation of contracts, the maintenance of data, or the safeguarding of one or more of Broad Bay’s systems. Russia-Ukrainian Conflict. The Russian invasion of Ukraine that commenced on February 24, 2022, has resulted in complex, evolving and systemic economic effects that may influence financial benchmarks key to asset pricing, interest rates and lending availability, as well as financial and physical market liquidity, and the price and availability of essential commodities, in an unpredictable fashion for an uncertain duration. Acute effects to particular commodity and foreign securities markets are possible. Russia and Ukraine are major participants in certain commodities sectors, such as for agricultural (e.g., wheat) and energy (e.g., oil and natural gas) products. Furthermore, this conflict has also resulted in swift multilateral sanctions targeting Russia’s financial sector and access to capital markets with designations of dozens of individuals and entities, including the Russian Central Bank, several large publicly-traded Russian banks and companies, Russia’s sovereign wealth funds, and Russian oligarchs and other members of the Russian elite, including Russian Federation President Vladimir Putin. The sanctions imposed are complex and the prohibitions apply to various types of debt and equity transactions involving sanctioned persons, including bonds, loans, loan guarantees, extensions of credit, letters of credit, stocks, share issuances, and depository receipts, among others. For example, U.S. persons are prohibited from transacting, financing or otherwise dealing in certain new debt and equity of certain financial institutions and companies critical to the Russian economy. In addition, certain imports, exports, the transfer of U.S. dollar banknotes to Russia, and new investments involving the Russian energy sector are prohibited. The unpredictable and evolving economic effects resulting from the Russia-Ukrainian conflict and the regulations, orders, and sanctions adopted by governments in response to this conflict may affect the value of the securities or the Clients’ ability to acquire or dispose of such securities or investments in an efficient manner. These factors may have negative consequences for the valuation of a Client’s portfolio that Broad Bay may be unable to anticipate or hedge against. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the securities held by the Clients. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect Client portfolios.

Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities held by Client portfolios if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of investments whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. The descriptions of risk factors contained above are a brief overview of different market risks related to Broad Bay’s investment strategy; however, they are not intended to serve as an exhaustive list or a comprehensive description of all risks and conflicts that may arise in connection with the management and operations of the Clients. In addition, key risk areas inherent to investing also include risks related to the operations and investment activities of the Clients, risks related to specific investments, and risks related to non-U.S. and non-U.S. jurisdictions. Broad Bay recommends that investors and prospective investors review the Governing Fund Documents for a more complete discussion of the risk factors associated with the Funds.

Broad Bay’s personal trading policies also generally apply to Employees’ immediate family members sharing the same household and other accounts over which Employees exercise investment discretion. Broad Bay generally prohibits Employees from executing personal transactions in certain instruments, including but not limited to single-name equities, subject to exceptions in Broad Bay’s discretion. In limited circumstances, Employees holding positions in such instruments may be permitted to transfer, sell, or otherwise dispose of such positions after receiving preclearance from Broad Bay’s Chief Compliance Officer (“CCO”). From time to time, it is possible that Employees will transact on behalf of themselves in securities that would be appropriate for, held by, or may fall within the investment guidelines of the Clients. Such overlapping transactions are subject to Broad Bay’s pre-clearance policy. Strict compliance with the Code and applicable securities laws is a condition of employment with Broad Bay, and each Employee is obligated to individually read and retain a copy of the Code, as well as annually certify that he or she has read and understands the Code. Broad Bay reviews compliance with the Code on an ongoing basis. The Code is designed with the goal of ensuring, among other things, that Employees conduct their investing activities (both for their personal accounts and for the Clients) in accordance with applicable law, including the federal securities laws and the rules promulgated thereunder, and in a manner where the Clients’ interests are placed first. Participation or Interest in Client Transactions Prospective investors meeting the Funds’ suitability standards (as set forth in “Item 7. Types of Clients” above and in the Governing Fund Documents) are permitted to invest in the Funds. Broad Bay’s PM and certain other Employees have significant personal investments in the Funds. Such Employees are in possession of information relating to such Funds that is not available to other investors in the Funds. Broad Bay, in its sole discretion, has in the past and may in the future waive redemption or withdrawal gates that would otherwise be applicable to Employee investors. Investments by Broad Bay’s PM and certain other Employees in certain Funds could incentivize such Employees to increase or decrease the risk profile of such Funds. Additionally, an affiliate of Broad Bay is entitled to receive incentive allocations based on the performance of the Funds.

Broad Bay does not expect to engage in principal transactions. If Broad Bay were to do so in the future, it would ensure that the transaction is in the best interest of the participating Clients and it would obtain informed consent from the participating Clients as required by applicable law and regulation, including Section 206(3) of the Advisers Act, and Broad Bay’s internal written policies.

In making such determinations, Broad Bay’s considerations include, among others: the broker-dealer’s ability to achieve prompt and reliable executions; the broker-dealer’s ability to obtain access to a security; the financial stability and reputation of the particular broker-dealer; the quality, comprehensiveness and frequency of available research and related services considered to be of value to the Clients; and the competitiveness of commission rates in comparison with other broker-dealers satisfying Broad Bay’s other selection criteria. Broad Bay is not required to solicit competitive bids with respect to Client transactions, nor does Broad Bay have an obligation to seek the lowest available commissions. On a semi-annual basis, Broad Bay evaluates the execution that it receives from brokerdealers. Broad Bay considers the factors set forth above, among others, in connection with such analysis. Third-Party Trading From time to time, Broad Bay uses a third-party trading firm to execute certain Client transactions in accordance with Broad Bay’s instructions. When such trading firm is used to execute Client transactions, it has the authority to select the brokers that are used. As a result, Client costs may be higher than if Broad Bay only traded directly with brokers. Soft Dollars Broad Bay has entered into soft dollar arrangements with certain brokers for the Funds. Under such arrangements, an investment adviser obtains products and services (other than transaction execution) from a broker in return for directing transactions to such broker. Such arrangements can incentivize Broad Bay to select brokers based on its interest in receiving the research or other products or services provided by such broker, rather than on the Funds’ interest in receiving the most favorable execution. Additionally, soft dollar arrangements create a conflict insofar that they allow Broad Bay to use Fund commissions to pay for expenses that would other be borne by Broad Bay. To address this conflict, Broad Bay only uses Fund commissions to pay for expenses that would otherwise be borne by the Funds (and not by Broad Bay).

Broad Bay is not currently generating soft dollar credits, but it has in the past and may do so in the future. Broad Bay’s use of previously accumulated soft dollars and any new soft dollars that may be generated in the future is limited to obtaining brokerage and research services within the meaning of Section 28(e) of the Exchange Act. Brokerage services within the meaning of Section 28(e) may include, without limitation, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (e.g., 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 SEC or a self-regulatory organization, such as comparison services, electronic confirms or trade affirmations. Research services within the meaning of Section 28(e) may include, without limitation, 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. In some instances, Broad Bay may receive a product or service that may be used only partially for functions covered by Section 28(e) (e.g., an order management system or trade analytical software). In such instances, Broad Bay will make a good faith effort to determine the relative portion of the product or service used to assist Broad Bay in carrying out its investment decision-making responsibilities with respect to the Clients and the relative portion used for administrative or other purposes not covered by Section 28(e). The portion of the product or service attributable to assisting Broad Bay in carrying out its investment decision- making responsibilities with respect to the Funds will be paid through brokerage commissions generated by transactions on behalf of the Funds, and the portion attributable to administrative or other purposes not covered by Section 28(e) will be paid by Broad Bay from its own resources. The General Partner and Broad Bay may, in their sole and absolute discretion, change the Funds’ brokerage and transaction arrangements, without further notice to the investors. Brokerage for Client Referrals Broad Bay Employees occasionally participate in capital introduction events that are hosted by brokerage firms in order to introduce investment advisers to potential investors. Capital introduction events present a conflict of interest with respect to broker selection, as it can be in Broad Bay’s interest to select brokers based on investor referrals, and it is in the Clients’ interest to select brokers based on the most favorable execution parameters. No compensation is paid by Broad Bay or the Clients in order to participate in capital introduction events or in connection with investors introduced to Broad Bay during such events. Broad Bay does not commit to allocating a particular amount of business to any broker based on participation in capital introduction events.

Trade Errors Broad Bay 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, Broad Bay will seek to recover any losses associated with the error from that third party. However, there is no guarantee that Broad Bay will be able to do so. Broad Bay generally will assess any trade error that involves a loss a Client as described below: •

In the event that the Funds incur a trade error as a result of Broad Bay’s gross negligence, willful misconduct or fraud, such error will be corrected by Broad Bay as soon as practicable and in a manner such that the Funds incur no loss. Trade errors that result other than by breach of the indemnification standard stated in the previous sentence will be borne by the relevant Fund. Broad Bay’s Chief Operating Officer (“COO”), in consultation with the independent directors of the Master Fund and the CCO, as appropriate, are responsible for assessing if the relevant standard of indemnification was met for each relevant Client and considering Broad Bay’s inherent conflict in assessing the relevant standard of indemnification and seeking to make a determination that fulfills Broad Bay’s fiduciary duty to its Clients.

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In the event that a Client other than the Funds (including the Managed Account) incurs a trade error, the COO will assess, in consultation with outside legal counsel, the CCO and the Client, as appropriate, the nature of the trade error, the facts and circumstances surrounding the trade error, and whether the loss should be attributed to the Client or Broad Bay based on the organizational, governing and offering documents with respect to such Client, including the standard for indemnification set forth therein.

To the extent that any gains arise from trading errors, then such gains will be retained by the Client that benefited from such errors. Order Aggregation If a security is being purchased or sold for more than one Client, Broad Bay generally combines the orders for such Clients and allocates portions of the executed transaction among participating Clients, unless it is inconsistent with either Broad Bay’s duty to seek best execution or the Governing Fund Documents or Managed Account Agreement (as applicable). Each Client participating in an aggregated trade will receive the average daily price of any transactions executed and pay a proportional share of any applicable commissions, subject to minimum ticket charges. If an aggregated order is partially filled, Broad Bay will allocate the order among the participating Clients proportionally based on the allocation instructions (subject to de minimis deviations to achieve round lot sizes).

The Managed Account’s owner is provided with reporting as outlined in the Managed Account agreement. The reporting associated with future separately managed accounts will be documented in the relevant investment management agreement. Broad Bay may provide Clients, investors or prospective investors with certain information in response to questions and requests, including, but not limited to, in connection with due diligence meetings and ongoing information requests. This information may not be provided to other Clients, investors or prospective investors. Each Client, investor and prospective investor is responsible for asking the questions it believes are necessary in order to make informed investment decisions.

Brokerage Practices,” Broad Bay does not receive any economic benefits from non-Clients in connection with the provision of investment advice to Clients.

Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. For this reason, investors will not receive statements from the Funds’ custodians. Instead, the Funds are subject to an annual audit by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Audited financial statements are prepared in accordance with U.S. generally accepted accounting principles and distributed to each Fund investor within 120 days of the Funds’ fiscal year end. Broad Bay does not have custody of the assets of the Managed Account.

With respect to the Co-Investment Strategy, Broad Bay will identify, source and investigate potential investments for the Managed Account, but does not have discretionary investment authority to make such investments for the Managed Account without the prior consent of the Managed Account’s owner. However, once a co-investment is approved by the Managed Account’s owner, Broad Bay will have, subject to the terms of the Managed Account Agreement, full discretion to execute, manage, and dispose of such investment.

In the event that Broad Bay believes that it is in the best interest of Broad Bay’s Clients to vote otherwise or to abstain from voting, the reasons

for doing so must be documented. Broad Bay has retained a third-party Proxy voting service to assist in the administration of the Proxy vote process, including maintaining a record of votes cast on behalf of Broad Bay’s Clients. Broad Bay periodically reviews its records and performs diligence on the third-party Proxy voting service in order to ensure that Proxies are voted in accordance with Broad Bay’s standard methodology and/or Broad Bay’s alternate vote instructions. Conflicts of interest may arise between the interests of the Clients on the one hand and Broad Bay or its affiliates on the other hand. If Broad Bay determines that it may have, or is perceived to have, a conflict of interest with respect to a particular Proxy, Broad Bay will vote in accordance with the recommendation of the majority of the firm’s Operating Committee, as outlined in Broad Bay’s Proxy voting policies and procedures. A copy of Broad Bay’s Proxy voting policies and procedures and/or its Proxy voting record will be made available to investors upon request. As a fiduciary, Broad Bay will evaluate whether the Clients will participate in shareholder class action litigation and similar matters. Broad Bay will participate in class action litigation when it has been determined that it would be in the best interest of the Clients. Broad Bay generally does not serve as the lead plaintiff in class actions because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs. Broad Bay will maintain documentation associated with the Clients’ participation in class actions.