Toms Capital Investment Management LP: investment adviser

Benjamin Pass, who serves as the Chief Investment Officer (“CIO”) of the Funds (as defined below) and is responsible for their day-to-day investment activities, is also a partner of the Investment Manager and a member of the Fund General Partner. 2. Fund General Partners Our registration on Form ADV also covers the Fund General Partner. The Fund General Partner is an affiliate of the Investment Manager and serves or may serve as the general partner of pooled investment vehicles that are U.S. or offshore partnerships. The Fund General Partner’s facilities and personnel are provided by the Investment Manager. Each of the Fund General Partner, TCIM GP MM, the Investment Manager and TCIM Management GP has established a management board (each a “Management Board”, and collectively, the “Management Boards”) which, with the exception of limited consent rights held by Mr. Gottesman upon the occurrence of certain extraordinary events, has been irrevocably delegated responsibility for all aspects of the management and operation of the Fund General Partner, TCIM GP MM, the Investment Manager and TCIM Management GP, respectively. The members of each Management Board are Messrs. Benjamin Pass and Anup Patel. B. Description of Advisory Services. 1. Advisory Services. We serve as the investment adviser, with discretionary trading authority, to private pooled investment vehicles, the securities of which we offer to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”) and separately managed accounts, which may be organized as funds of one (each, a “Managed Account”). We also provide advisory services to pooled vehicles not offered to U.S. investors. As used herein, the term “client” generally refers to

each such pooled vehicle, Fund, Managed Account, and any co-investment vehicle (as appropriate). The Funds include: (1) TCIM Fund LP, a Delaware limited liability partnership (the “Domestic Fund”); (2) TCIM Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”, and together with the Domestic Fund, the “Feeder Funds”); (3) TCIM Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”, and together with the Domestic Fund and the Offshore Fund, the “Main Funds”), which serves as the master fund into which the Feeder Funds invest all of their assets through a “master feeder” structure. The Fund General Partner serves as the general partner of the Domestic Fund. The Investment Manager has provided, and may in the future provide, advisory services to coinvestment vehicles, which have and are expected to have investment programs that overlap with clients, but which the Investment Manager expects will be more concentrated. This Brochure generally includes information about us and our relationships with our clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act of 1940, or non-”U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. 2. Investment Strategies and Types of Investments. Our objective is to generate superior, absolute returns throughout the complete economic and market cycle. We generally cause our clients to invest in liquid securities, with separate, but overlapping (to varying degrees), investment objectives, in the following strategies: (1) the flagship strategy, an opportunistic global, equity/long-short strategy with an event-driven/catalyst overlay, (the “Flagship Strategy”); (2) a strategy derivative of the Flagship Strategy that invests on a long-only basis and is expected to be more concentrated; and (3) a strategy derivative of the Flagship Strategy which also seeks to hedge out benchmark risk. We believe that event-oriented investing is attractive because situational complexity and market dynamics can lead to significant price distortions. Corporate special situations are often characterized by (i) extraordinary corporate events; (ii) complex operating businesses, capital

structures and securities; (iii) transitions in credit quality; and (iv) legal and regulatory changes. The complexity inherent in these special situations can introduce uncertainty which we believe often masks the underlying value of businesses, securities and financial instruments. We utilize in-depth fundamental research to formulate a differentiated view and assessment of return potential. To accomplish this, the intrinsic value of a security is calculated utilizing various investment analyses including sum of parts, discounted cash flow, market comparables, and other valuation methodologies that we deem to be appropriate. Investments are targeted that exhibit a significantly positive expected value and are sized based on an assessment of dollars lost in a range of downside scenarios. We seek to exploit undervalued and overvalued opportunities as well as other inefficiencies in the market, and as a result, some client portfolios consist of both long and short positions, some of which may be concentrated and/or leveraged in an effort to seek to achieve greater returns than could be achieved in the absence of such concentration and/or leverage. Investments in financial instruments may be made on exchanges and over-the-counter. We may cause our clients to invest excess cash balances in short-term investments that we deem appropriate. Certain of our clients pursue a specific investment idea or thesis, the investments of which may also be commonly held by other clients. The investment strategy for each Managed Account is detailed in the relevant Managed Account’s investment management agreement. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies we pursue and investments we make on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. C. Availability of Customized Services for Individual Clients. Our investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as set forth in its respective offering documents. References herein to the term “offering documents” shall also include the constitutional and organizational documents of a client, as applicable. The investment objectives and guidelines of the Managed Accounts are determined in conjunction with the applicable client. The Investment Manager, in its role as investment adviser to the Funds, and/or the Fund General Partner, in their roles as the general partner of certain Funds that are partnerships, from time to time agree to supplements, clarifications, or variations of the terms of a Fund’s offering, subscription, or organizational documents in “side letters” or similar agreements.

D. Wrap Fee Programs. We do not currently participate in any Wrap Fee Programs. E. Assets Under Management. We manage, on a discretionary basis, approximately $2,806,693,741 of client assets, determined as of December 31, 2025.

The Domestic Fund pays the Investment Manager as of the beginning of each month a fee for management services (the “Management Fee”) equal to the product of the applicable Management Fee Rate (as defined below) multiplied by the balance of each capital account of a limited partner as of the beginning of such month (before taking into account the estimated accrued Incentive Allocation (as defined below), if any). “Management Fee Rate” means 2.0% (annualized). Payment of the Management Fee will be made within 10 days of the beginning of each month or as soon as reasonably practicable thereafter. The Investment Manager, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any limited partner, including, without limitation, any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. The Fund General Partner and certain other affiliates of the Investment Manager will not be charged the Management Fee. The Fund General Partner may, without the consent of the limited partners, cause the Management Fee to be charged to and paid by the Master Fund instead of the Domestic Fund. Incentive Allocation. Generally, at the end of each fiscal year of the Domestic Fund, the Domestic Fund will reallocate from each capital account of each limited partner to the capital account of the Fund General Partner an amount (the “Incentive Allocation”) equal to the result of the Incentive Allocation Rate (as defined below) multiplied by the amount of the net capital appreciation allocated to such capital account of such limited partner for such fiscal year after reduction by an amount equal to the amount of the Management Fee debited to such capital account

for such fiscal year; provided, however, that the net capital appreciation upon which the calculation of the Incentive Allocation is based will be reduced to the extent of any balance in such capital account’s Loss Recovery Account (as defined below). The Incentive Allocation will also be made with respect to net capital appreciation attributable to amounts withdrawn and to amounts transferred (provided that such transfer results in a change in the beneficial ownership of the interest transferred) and in connection with the termination of the Domestic Fund. The “Incentive Allocation Rate” means 20%. The Domestic Fund maintains a loss recovery account (a “Loss Recovery Account”) for each capital account of a limited partner that tracks the losses that must be recouped before an Incentive Allocation can be made with respect to such capital account of a limited partner (i.e., tracks the “high water mark” of such capital account). The balance in each capital account’s Loss Recovery Account is adjusted at the end of each fiscal year to reflect the aggregate net capital depreciation with respect to such capital account, if any, and is adjusted as necessary to account for net capital appreciation and intra-year withdrawals. Solely for purposes of determining an adjustment to the balance of a capital account’s Loss Recovery Account, net capital appreciation and net capital depreciation for any applicable period will be calculated by taking into account the amount of the Management Fee debited to such capital account for such period. Additional capital contributions do not affect the balance of any Loss Recovery Account. The Incentive Allocation is not made with respect to a capital account until the balance of such capital account’s Loss Recovery Account has been reduced to zero. The Fund General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any limited partner, including, without limitation, any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. 2. Offshore Fund Management Fee. The Offshore Fund pays the Investment Manager as of the beginning of each month a fee for management services (the “Management Fee”) equal to the product of the applicable Management Fee Rate (as defined below) multiplied by the NAV of each series of shares as of the beginning of such month (before taking into account the estimated accrued Incentive Fee (as defined below), if any). “Management Fee Rate” means 2.0% (annualized). Payment of the Management Fee will be made within 10 days of the beginning of each month or as soon as reasonably practicable thereafter. The Investment Manager, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any shareholder, including any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. The

Investment Manager may, without the consent of the shareholders, cause the Management Fee to be charged to and paid by the Master Fund instead of the Offshore Fund. Incentive Fee. At the end of each fiscal year of the Offshore Fund, the Offshore Fund will pay to the Investment Manager an amount (the “Incentive Fee”) equal to the result of the Incentive Fee Rate (as defined below) multiplied by the net realized and unrealized appreciation in the NAV of each series of shares, adjusted for any redemption of shares and for any accruals of the Incentive Fee during the relevant fiscal year (the “Adjusted NAV”); provided, however, that the Offshore Fund will pay an Incentive Fee only with respect to the excess of the Adjusted NAV of a series of shares over its Prior High NAV (as defined below). The Incentive Fee will also be paid with respect to amounts redeemed and to shares transferred (provided that such transfer results in a change in the beneficial ownership of the shares transferred) and in connection with the termination of the Offshore Fund. “Incentive Fee Rate” means 20%. The “Prior High NAV” of each series of shares is the NAV of that series immediately following the date as of which the last Incentive Fee earned with respect to such series was determined (or if no Incentive Fee has yet been determined with respect to such series, the NAV of such series immediately following the initial issuance of such series) reduced by any investorrelated taxes accrued or paid subsequent to either such date. If shares of a particular series are redeemed other than at the end of a fiscal year as of which an Incentive Fee is payable with respect to such series, the Prior High NAV of such series will be reduced in the same proportion as the reduction in the NAV of that series caused by such redemption. The Incentive Fee will be paid separately with respect to each series of shares issued to a shareholder. Accordingly, it is possible that an Incentive Fee may be payable with respect to one series of shares even though another series of shares held by the same shareholder has not appreciated, or has depreciated in value during the same period. In the sole discretion of the Investment Manager, the Incentive Fee may be waived, reduced or calculated differently with respect to the series of shares of any shareholder, including, without limitation, any employee or affiliate of the Investment Manager, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such person. The Investment Manager may, without the consent of the shareholders, cause the Incentive Fee to be charged to and paid by the Master Fund instead of the Offshore Fund. 3. Managed Accounts All fees for Managed Accounts are subject to negotiation and established pursuant to each Managed Account’s investment management agreement or offering document. Generally, these agreements are terminable upon receipt by either party from the other of prior written notice of termination and after the expiration of the specified notice period and the client will be entitled to any unearned prepaid portion of the management fee to the extent applicable.

B. Payment of Fees. Fees and compensation paid to the Investment Manager or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed above, to the extent charged, management fees are generally deducted on a monthly basis and incentive allocation/fee amounts are generally deducted on an annual basis. C. Additional Fees and Expenses. Each of the Domestic Fund and the Offshore Fund bears its own operating and other expenses and its pro rata share of the operating and other expenses of the Master Fund, as applicable, in each case, including, but not limited to, investment-related expenses (e.g., brokerage commissions and transaction costs, clearing and settlement charges, custodial fees, interest expense, borrowing charges on securities sold short, research-related expenses (paid directly or paid indirectly via “soft dollars”), including, without limitation, third-party research, news and quotation equipment and services (including fees for data and software providers, including, without limitation, expert networks), fees and costs related to portfolio risk analytics, and third party trading-related software, including trade order management software (i.e., the software used to model and route trade orders) and data warehouse software), investment related travel expenses (including meals, lodging and travel costs); legal and compliance expenses (which include, without limitation, investment-related legal fees and expenses (including review, advice and negotiation of agreements and other documents), fees and expenses incurred in responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Funds and for their respective portfolios), insurance costs incurred in connection with the Funds’ business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for certain Funds’ directors and the Investment Manager, the Fund General Partner and their respective affiliates), accounting, audit and tax preparation and consulting expenses, organizational expenses, taxes, expenses relating to the offer and sale of the interests, including legal and related fees and expenses in negotiating agreements and other documents, fees and expenses relating to proxy voting research, reporting, execution and recordkeeping services, fees and expenses relating to class action recovery services, fees and expenses of the Funds’ administrator and certain Funds’ directors, AML officer fees; expenses related to the maintenance of certain Funds’ registered office, corporate licensing, extraordinary expenses and other similar expenses. Expenses of the Funds, other than expenses which the Investment Manager determines in its sole discretion should be allocated to a particular investor in the Funds, generally will be shared by all of investors in the Funds, (including, for the Fund General Partner, where applicable), pro rata in accordance with each investor’s capital account or share class balance. If any of the above expenses are incurred jointly for the account of a Fund and any other client or proprietary account sponsored or managed by the Fund General Partner, the Investment Manager or their affiliates (each, an “Other Account”), such expenses will be allocated among the applicable Fund or Funds and such Other Accounts based on the relative assets under management, or in such other manner as we consider fair and reasonable. To the extent that any such expenses are not permitted to be allocated to a client, or the Investment Manager has determined to not allocate any such expenses to a client (each, an “Ineligible Client”), but are otherwise capable of being allocated to one or more other clients (“Eligible Clients”), such expenses shall be allocated

to all such Eligible Clients in accordance with their governing documents, in an amount not in excess of their pro rata share, and the Investment Manager shall bear any such expenses that would have otherwise been allocated to an Ineligible Client. The expenses borne by a co-investment vehicle, to the extent that they differ from the expenses listed above, are detailed in the governing agreements applicable to any such co-investment vehicle. The Investment Manager seeks to allocate expenses related to co-investments in a manner it deems fair and equitable. Please review Item 11.C of this Brochure for disclosures relating to the allocation of expenses attributable to coinvestments. The Investment Manager may, in its sole and absolute discretion, bear any of the Funds’ expenses described above; provided, that if the Investment Manager bears any such expenses, it will not be required to continue to bear such expenses and may thereafter cause the applicable Fund to bear such expenses. To the extent that any of the Funds’ expenses are provided or paid for by the Fund General Partner (in excess of its ratable share) or the Investment Manager, such Fund will reimburse the Fund General Partner and/or the Investment Manager, as the case may be, for such expenses. All expenses for Managed Accounts are subject to negotiation and established pursuant to each Managed Account’s investment management agreement. Fees and expenses for pooled vehicles not offered to U.S. investors are disclosed in the applicable offering document. Coinvestment vehicles have in the past and may continue to have lower management fees and/or performance-based compensation terms than as described above. D. Prepayment of Fees. Generally, each client (either directly or indirectly) pays the Investment Manager a Management Fee monthly in advance based on the net asset value of each client. In the event that a withdrawal or redemption by an investor in a client is effective within a month, the Investment Manager will pay such client an amount equal to the pro rata unearned portion of the Management Fee and such client will distribute such amount to the investor. E. Additional Compensation and Conflicts of Interest. Neither the Investment Manager nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. Please see Item 12 for information about the factors the Investment Manager considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation.

and consistent with each client’s investment objective. Given the difference in clients’ investment strategies, clients employing different strategies are not expected to invest pari passu. However, if an investment opportunity is appropriate for clients employing the same strategy, generally, the Investment Manager allocates securities among such clients on a pro rata basis. The variation of incentive allocation/fee models among the Investment Manager’s clients creates an incentive for the Investment Manager to favor the client accounts with the greatest incentive allocation/fee percentage. The Investment Manager is committed to allocating investment opportunities on a fair and equitable basis and has implemented policies and procedures reasonably designed to identify and mitigate the conflicts of interest described above. The incentive allocation/fee provides an incentive for the Investment Manager to make riskier or more speculative investments on behalf of a client than it might make otherwise. Notwithstanding this incentive, the Investment Manager will evaluate investments in a manner that it considers to be in the best interest of its clients, given those clients’ investment objectives, investment strategies, suitability of the investment, and risk profile.

We may also cause some of our clients to make (i) private investments in public companies that have shares of stock that are quoted on stock exchanges or which trade in the over-the-counter securities market, particularly those that close on a concurrent basis with business combinations that are being pursued by certain special purpose acquisition companies (a “SPAC”, and each such investment, a “SPAC PIPE”), and (ii) investments in securities issued by SPACs. We utilize in-depth fundamental research to formulate a differentiated view and assessment of return potential. To accomplish this, the intrinsic value of a security is calculated utilizing various investment analyses including sum of parts, discounted cash flow, market comparables, and other valuation methodologies that we deem to be appropriate. Investments are targeted that exhibit a significantly positive expected value and sized based on an assessment of dollars lost in a range of downside scenarios. We seek to exploit overvalued and undervalued opportunities as well as other inefficiencies in the market, and as a result, some client portfolios consist of both long and short positions, some

of which may be concentrated and/or leveraged in an effort to seek to achieve greater returns than could be achieved in the absence of such concentration and/or leverage. Investments in financial instruments may be made on exchanges and over-the-counter. We may cause our clients to invest excess cash balances in short-term investments that we deem appropriate. Certain of our clients may pursue a specific investment idea, the investments of which may also be commonly held by other clients. B. Material, Significant or Unusual Risks Relating to Investment Strategies. 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 only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. While all clients and investors in funds advised by the Investment Manager are encouraged to review the disclosures in this item, not all risk factors or portions thereof may be applicable to a particular client’s or fund’s investment strategy (e.g., co-investment vehicles with investment programs that overlap with other clients but which the Investment Manager expects will be more concentrated). Risks of Investments Generally. Clients face the risk that the entire amount invested may be lost. We cause our clients to invest in and actively trade securities and other financial instruments using investment techniques with certain risk characteristics, including, without limitation, risks arising from the volatility of the equity markets and the potential illiquidity of securities and other financial instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that our clients’ investment objectives will be achieved. General Economic and Market Conditions. The success of our clients’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of our clients’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of our clients’ investments. Volatility or illiquidity could impair our clients’ profitability or result in losses. We may cause our clients to maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Assumption of Catastrophe Risks. Clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social and political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which our clients invest (or has a material negative impact on the operations of the Investment Manager or its service providers), the risks of loss can be substantial and could have a material adverse effect on clients and their investments. Furthermore, any such event may also adversely impact one or more individual investors’ financial condition, which could result in

substantial withdrawal requests by such investors as a result of their individual liquidity situations and irrespective of Fund performance. 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 material adverse effects on the securities held by the Master Fund. The Investment Manager believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. 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 business, 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 the securities. 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 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 securities 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 sever environmental events whose occurrence is inherently unpredictable. Event-Driven. The success of our clients’ event-driven investments depends upon our ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as we had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to our client of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions

resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws and foreign securities laws; and (vii) inability to obtain adequate financing. With respect to certain clients, the underlying event that is driving their investment may depend on the active cooperation of investors and others with an interest in a subject company, particularly if the event is predicated on a change in corporate governance strategies of an issuer. Some investors may have interests which diverge significantly from those of such clients, and some of those parties may be indifferent to proposed changes. Moreover, securities that the Investment Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the Investment Manager anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow clients to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Because of the inherently speculative nature of event-driven investing, the results of our clients’ operations may be expected to fluctuate from period to period. Accordingly, investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short. The success of our clients’ long/short investments depends upon our ability to identify and cause our clients to purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying our clients’ positions were to fail to converge toward, or were to diverge further from values we expect, our clients may incur losses. In the event of market disruptions, significant losses can be incurred which may force our clients to close out one or more positions. Furthermore, the financial and valuation models used to determine whether a position presents an attractive opportunity may become outdated and inaccurate as market conditions change. Corporate Governance and Engagement with Issuers. In certain instances, the success of the clients’ investments may depend upon, among other things: (i) our ability to properly identify portfolio companies whose securities prices can be improved through corporate and/or strategic action; (ii) the clients’ ability to acquire sufficient securities of such portfolio companies at a sufficiently attractive price; (iii) the clients’ ability to avoid triggering anti-takeover and regulatory obstacles while aggregating their positions; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to our proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market

conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or the clients and such regulatory agencies may independently investigate the participants in a transaction, including the clients, as to compliance with securities or other laws. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of the clients, and some of those parties may be indifferent to the proposed changes. Moreover, securities that we believe are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe we anticipate, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the clients to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Investment and Due Diligence Process. Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before causing our clients to make investments, we will conduct due diligence that we deem reasonable and appropriate based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to us (both of which, at times, may be limited). When conducting due diligence and making an assessment regarding an investment, we will rely on the resources reasonably available to us. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and the circumstances related thereto, and we may rely on the advice of such parties. However, whether or not known to us at the time, such resources may not be sufficient, accurate, complete or reliable and due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that we will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, the investment opportunities we cause our clients to pursue require rapid execution, and investment analyses and due diligence, negotiations and decisions by the us may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to us at the time of an investment decision may be limited, and, in such cases, we may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that we will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and we may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer.

Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which we cause our clients to invest will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., "covenant lite" instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with GAAP. Accordingly, information available to us, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company's balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Uncertainty of Financial Models and Projections. We may use financial models and projections to help analyze a potential investment 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 protections made by us in our discretion. Alternative Data and Expert Networks. We may use alternative data in our investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records data bases. These data are sometimes referred to as “big data” or “alternative data.” We apply these alternative data to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and no assurance can be given that we will be successful in utilizing alternative data in our investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for us and our clients in numerous jurisdictions. We cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to us or our clients. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of our clients.

We may also use the services of one or more so-called "expert networks" ("Expert Networks") that provide access to paid research consultants through their network, and independent research consultants (together, "Experts"). The use of Experts presents risks similar to those outlined above with respect to the use of alternative data. Furthermore, in the event that material non-public information is obtained from such Experts, our clients may become (or we may elect for them to become) subject to trading restrictions pursuant to our internal trading policies as a result of applicable law or regulations or be prohibited for a period of time from purchasing or selling financial instruments, which prohibition may have an adverse effect on such clients. We and our clients may also become subject to legal, regulatory, reputational and other unforeseen risks as a result of using Experts. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from our clients’ investments may not adequately compensate for the business and financial risks assumed. Diversification and Concentration. We may select investments that are highly concentrated in a very limited number or type of securities. In addition, our clients’ portfolios may become highly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose our clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Certain clients intend to invest predominantly in the equity and equity-linked securities of a single public issuer (it being understood that such client may make investments to hedge and for cash management purposes and may make additional investments in other public issuers). This lack of diversification will result in the concentration of risk, which, in turn, could expose such client to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Short Selling. We may cause our clients to engage in short selling. Short selling involves selling securities which are not owned and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent that such decline exceeds the transaction costs and the costs of borrowing the securities. The success of our clients’ short selling investment strategy depends upon our ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to our clients of buying those securities to cover the short position. There can be no assurance that our clients will be able to maintain the ability to borrow securities sold short. In such cases, our clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase

at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Leverage; Interest Rates; Margin. The use of leverage has attendant risks and can substantially increase the adverse impact to which our clients’ investment portfolio may be subject. The use of leverage will allow us to cause our clients to make additional investments, thereby increasing our clients’ exposure to assets, such that their total assets may be greater than their capital. However, leverage will also magnify the volatility of changes in the value of our clients’ portfolios. The effect of our use of leverage on behalf of our clients in a market that moves adversely to their investments could result in substantial losses to our clients, which would be greater than if our clients were not leveraged. In addition, any leverage used by our clients is subject to the risk that changes in the general level of interest rates may adversely affect expenses and operating results. In general, any use by our clients of short-term margin borrowings results in certain additional risks. For example, should the securities pledged to brokers to secure the portfolio’s margin accounts decline in value, the portfolio could be subject to a “margin call”, pursuant to which the portfolio 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 portfolio’s assets, the portfolio might not be able to liquidate assets quickly enough to pay off their margin debt. In the futures and forward markets, margin deposits are typically low relative to the value of the futures contracts purchased or sold. Such low margin deposits are indicative of the fact that any futures or forward contract trading is typically accompanied by a high degree of leverage. Low margin deposits mean that a relatively small price movement in a contract may result in immediate and substantial losses to the investor. To the extent that we cause our clients to purchase an option in the U.S., there is no margin requirement because the option premium is paid for in full. The premiums for certain options traded on non-U.S. exchanges may be paid for on margin. Whether any margin deposit will be required for over-the-counter options and other over-the-counter instruments, will depend on the credit determinations and specific agreements of the parties to the transaction, which are individually negotiated. Hedging Transactions. We are not required to attempt to hedge our clients’ positions. In addition, we may not anticipate a particular risk so as to hedge against it. In addition, in circumstances that we desire to hedge portfolio expenses, there is no guarantee that a hedge will be available or on terms that we consider attractive. We may cause our clients, however, to utilize a variety of financial instruments (including options and derivatives), both for investment purposes and for risk management purposes in order to: (i) protect against possible changes in the market value of our clients’ investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the unrealized gains in the value of our clients’ investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in our clients’ portfolios; (v) hedge the interest rate or currency exchange rate on any of our clients’ liabilities or assets; (vi) protect against any increase in the

price of any securities that we anticipate causing our clients to purchase at a later date; or (vii) for any other reason that we deem appropriate. The success of our hedging strategy, to the extent hedging is undertaken, is subject to our ability to correctly assess the degree of correlation between the performance of the instruments used to hedge and the performance of the investments in the portfolios being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the instances when we hedge portfolio positions for our clients is also subject to our ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While we may cause our clients to enter into certain hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for our clients than if we had not caused them to engage in any such hedging transactions. For a variety of reasons, we may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent our clients from achieving the intended hedge or expose our clients to risk of loss. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of our clients’ portfolio holdings. Counterparty Risk. We expect to establish, and have established, relationships to obtain financing, derivative execution, derivative intermediation and prime brokerage services that permit our clients to trade in any variety of markets or asset classes over time. However, there can be no assurance that our clients will be able to establish or maintain such relationships. An inability to establish or maintain such relationships could limit our clients’ trading activities, create losses, preclude our clients from engaging in certain transactions or prevent our clients from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on our clients’ business due to our clients’ reliance on such counterparties. We may cause our clients to effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, we cause our clients to enter into a contract directly with dealer counterparties, which may expose our clients to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, we may cause our clients to have a concentrated risk in a particular counterparty, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if a client had entered into contracts with multiple counterparties. Certain OTC derivative contracts require that our clients post collateral. If there is a default by a counterparty, our clients under most normal circumstances will have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of the client being less than if the client had not entered into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of our clients’ securities from such

counterparty or the payment of claims therefor may be significantly delayed and such client may recover substantially less than the full value of the securities entrusted to such counterparty. Collateral that we cause a client to post to its counterparties that is not segregated with a third-party custodian may not have the benefit of customer-protected “segregation” of such funds. In the event that a counterparty were to become insolvent, our clients may become subject to the risk that it may not receive the return of its collateral or that the collateral may take some time to return. In addition, we may cause our clients to use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in nonU.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical effect of these laws and their application to our clients’ assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on our clients and their respective assets. Investors should assume that the insolvency of any such counterparty would result in significant delays in recovering our clients’ securities from or the payment of claims therefor by such counterparty and a loss to the respective client, which could be material. Counterparty Fraud. Of paramount concern in investments is the possibility of material misrepresentation or omission on the part of a counterparty. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying an investment. We rely upon the accuracy and completeness of representations made by counterparties to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to our clients may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Counterparty Insolvency. We may cause our clients’ assets to be held in one or more accounts maintained for our clients by counterparties, including their prime brokers. There is a risk that any such counterparties could become insolvent. The insolvency of our clients’ counterparties is likely to impair the operational capabilities or the assets of our clients. Although we regularly monitor the financial condition of the counterparties our clients use, if one or more of our clients’ counterparties were to become insolvent or the subject of liquidation proceedings in the U.S. (either under the Securities Investor Protection Act or the U.S. Bankruptcy Code), there exists the risk that the recovery of our clients’ securities and other assets from such prime broker or broker-dealer will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, we may cause our clients to use counterparties located in various jurisdictions outside the U.S. Such local counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to our clients’ assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on our clients and their assets.

Investors should assume that the insolvency of any client counterparty would result in a loss to that client, which could be material. Banking Relationships. We and our clients will hold cash and 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 distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit our or our clients’ ability 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 our clients. For example, in such a scenario, our clients 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 they 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, we or our clients 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). We do not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to our or our clients’ banking relationships, and there can be no assurance that we or our 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. Highly Volatile Markets. The prices of derivative instruments, including currencies, futures and option prices, can be highly volatile. Price movements of derivative contracts in which our clients’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Our clients’ portfolios are also subject to the risk of the failure of any exchanges on which its positions trade or of their clearinghouses. Competition; Availability of Investments. Certain markets in which we cause our clients to invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced investment returns. There can be no assurance that we will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles and other investors may reduce the availability of investment opportunities. Competitive investment activity by other firms and institutions will reduce the opportunity for profit by generally increasing prices

on desired assets, reducing mispricings in the market as well as the margins available on those mispricings that can still be identified. Co-Investments with Third Parties. We may cause our clients to co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of our clients, has direct participation or control of such investment (rather than participation through an entity controlled by us) or is in a position to take (or block) action in a manner contrary to our clients’ investment objectives. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments that likely will differ from those compensation arrangements otherwise applicable to the applicable client’s investors, including management fee and incentive compensation arrangements. Such differing compensation arrangements will reduce the returns to participants in the investments. Significant Positions in Securities; Regulatory Requirements. In the event that we cause our clients to acquire a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, our clients may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on both us and our clients. Any such requirements may impose additional costs on our clients and may delay the acquisition or disposition of the securities or our clients’ abilities to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit our ability to effect desired trades on behalf of our clients. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular issuer’s securities. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that our clients’ position limits were aggregated with an affiliate’s position limits, the effect on our clients and resulting restriction on our investment activities on their behalf may be significant. If at any time positions managed by us were to exceed applicable position limits, we would be required to liquidate positions, which might include positions of our clients, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, we might have to cause our clients to forego or modify certain of their contemplated trades. In addition, if we cause our clients, acting alone or as part of a group, to acquire beneficial ownership of more than 10% of a certain class of securities of a public company or place a director on the board of directors of such a company, under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our clients may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances our clients will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in their ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions.

Exposure to Material Non-Public Information. From time to time, we may receive material non-public information with respect to an issuer of publicly traded securities, including, but not limited to, circumstances where our personnel are engaging with representatives of an issuer or through the use of expert networks or other consultants, lobbyists, or through exposure with other industry participants. In such circumstances, our clients may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Such restrictions might apply with respect to the issuer(s) with respect to which we receive such material non-public information, or other issuers. If such restrictions or limitations apply to securities in which our clients have an existing investment, then the applicable clients may be prevented from exiting or reducing its investment in that position at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in which such clients have a short position, are, theoretically, unlimited. Currency Exchange Exposure. We may cause our clients to invest in securities denominated in non-U.S. currencies, the prices of which are determined with reference to currencies other than the U.S. dollar. However, we value our clients’ securities in U.S. dollars. We may or may not seek to hedge our clients’ non-U.S. currency exposure by entering into currency hedging transactions, such as treasury locks, forward contracts, futures contracts and cross-currency swaps. There can be no guarantee that securities suitable for hedging currency or market shifts will be available at the time when our clients wish to use them, or that hedging techniques employed by our clients will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of our clients’ positions in non-U.S. investments will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Such fluctuations may result in a loss to our clients. Furthermore, we may cause our clients to incur costs in connection with conversions between various currencies. Non-U.S. currency exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Thus, a dealer normally will offer to sell currency to our clients at one rate, while offering a lesser rate of exchange should our clients desire immediately to resell that currency to the dealer. We will cause our clients to conduct their currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the currency exchange market, or through entering into forward or options contracts to purchase or sell non-U.S. currencies. It is anticipated that most of our clients’ currency exchange transactions will occur at the time non-U.S. investments are purchased and will be executed through the local broker or custodian acting for our clients. We may cause our clients to seek to protect the value of some portion or all of their portfolio holdings against currency fluctuations by engaging in hedging transactions, but there can be no assurance that such hedging transactions will be effective. We may cause our clients to enter into forward contracts on currencies, as well as purchase put or call options on currencies, in U.S. or non-U.S. markets. There can be no guarantee that instruments suitable for hedging currency risk will be available at the time when our clients wish to use them or will be able to be liquidated when our clients wish to do so.

We and our clients may also offer classes of interests that have a functional currency that is other than U.S. dollars. In such cases, we may, but are not required to, cause our clients to enter into hedging transactions that seek to protect the value of the classes of interests that have been established. Such hedging transactions may include a credit component, pursuant to which our clients may be required to grant to their hedging counterparties a security interest in certain of the client’s assets. Such security interest may include an undivided interest in all of a client’s assets, and may not be limited solely to the assets that are attributable to the relevant class of shares. Accordingly, in such a case, if a client defaults with respect to a hedge, then the hedging counterparty could lay claim to an interest in all of that client’s assets. There can be no assurance that any currency hedge will be successful or will not itself generate significant losses. Non-U.S. Investments. We may cause our clients to invest in assets on a global basis, including in securities of non-U.S. companies which are traded in non-U.S. markets. Investing in the securities of companies in non-U.S. countries involves certain considerations not usually associated with investing in securities of U.S. companies or U.S. markets, including: political and economic considerations, such as greater risks of expropriation and nationalization, confiscatory taxation, the potential difficulty of repatriating funds, general social, political and economic instability and adverse diplomatic developments; the possibility of imposition of withholding or other taxes on dividends, interest, capital gain, other income or gross sale or disposition proceeds; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict our clients’ investment opportunities. In addition, accounting and financial reporting standards that prevail in such countries generally are not equivalent to U.S. standards and, consequently, less information is available to investors in companies located in such countries than is available to investors in companies located in the U.S. There is also less regulation, generally, of the securities markets in such countries than there is in the U.S. As a result, we may be unable to structure our clients’ transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce our clients’ rights in such markets. For example, securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC or the Commodity Futures Trading Commission, or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to our clients under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties. Non-U.S. Exchanges. We may cause our clients to trade on exchanges or markets located outside the U.S. Trading on such exchanges or markets is not regulated by the SEC and the CFTC and may, therefore, be subject to more risks than trading on U.S. exchanges, such as the risks of exchange controls, expropriation, burdensome taxation, moratoria and political or diplomatic events. Risks in investments in non-U.S. securities may also include reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of securities and markets, higher brokerage commissions and custody fees. Global Political Risks. Some of the companies in which our 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 assets of our clients, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of our 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. Discretion of the Investment Manager; New Strategies and Techniques. While we will generally seek to employ the investment strategies discussed herein, we have (subject to the policies and control of the respective client’s board of directors) considerable discretion in the types of securities and sectors in which our clients may trade and have the right to modify the investment strategies and techniques of our clients without the consent of the applicable client’s investors. Any of these new trading strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to our clients. In addition, any new investment strategy or technique that we develop for our clients may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in our clients, to the extent applicable. C. Risks Associated With Particular Types of Securities and Other Investments. We do not recommend a particular type of investment instrument to our clients, but rather, we recommend and invest in multiple investment instruments. Given the broad discretion we have in managing our clients’ portfolios, any one or more of the risks listed in the previous section may be incurred by our clients. However, because it may be useful in understanding our investment program, set forth below is a non-exclusive list of certain risks related to securities and other instruments that may be utilized within our clients’ portfolios: Equity Securities Generally. Our clients’ investment portfolios include equity and equity-related securities of U.S. and non-U.S. companies. Equity securities fluctuate in value in response to many factors, including the activities and financial conditions of individual companies. As a result, our clients may suffer losses if we cause them to invest in equity instruments of issuers whose share price performance diverges from our expectations. Our clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Restricted Securities. Restricted securities, including those issues in connection with a PIPE or SPAC PIPE, cannot be sold to the public for a period of time until they are registered under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by our clients. Restricted securities may involve a high degree of business

and financial risk which may result in substantial losses. Equity securities acquired in connection with PIPE and SPAC PIPE transactions will generally be restricted until subsequently registered for resale under the Securities Act. Special Purpose Acquisition Companies. We may cause our clients to invest in special purpose acquisition companies (each, a “SPAC”), which are structured as publicly-traded blank check companies that raise equity capital in order to seek to acquire one or more operating businesses in a subsequent business combination. Following the acquisition of a target company, a SPAC’s management team may exercise control over the management of the combined company in an effort to increase its value. More commonly now, though, management of the target company will continue to manage the now publicly-traded business subsequent to completion of its business combination with the SPAC. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust until the target company is acquired or a predetermined period of time (typically 24 months) elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and the combined publicly-traded company’s shares trade above the SPAC’s initial public offering (“IPO”) price, or alternatively, the market price at which an investor acquired a SPAC’s shares subsequent to its IPO. In the event that a SPAC is unable to locate and acquire target companies by the timeframe established at the time of its IPO, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC to the extent third-parties are permitted to bring claims against IPO proceeds held in the SPAC’s trust account. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business, (v) the value of any target company, including its stock price as a public company, may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. We may cause our clients to invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there may be limited basis for the us to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. PIPE Transactions. We may cause our clients to invest opportunistically in private investments in public companies that have stocks which 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, will generally result in the our clients acquiring stock that will be restricted

for a period of time following issuance. As with investments in other types of restricted securities, such an investment may be illiquid until registered under the Securities Act and our client’s ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration, which typically occurs 30 to 90 days following issuance. 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. Further, even if our clients are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, our clients may not be able to sell all the securities on short notice if there is not an active market for such stock, 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 our client’s investments. SPAC PIPE Transactions. SPACs will often seek third-party equity capital in the form of a PIPE transaction that is funded on a concurrent basis with the consummation of the underlying business combination that is being pursued by the SPAC and results in the PIPE participants receiving equity (and/or equity-like) interests in the combined public company that results from the underlying business combination (such transaction, a “SPAC PIPE”). We may cause our clients to participate in such SPAC PIPE transactions, whereby they may make an irrevocable commitment to subscribe for equity securities of the combined company surviving the business combination between the SPAC and its target at a set price at the time that an agreement for the underlying business combination is signed. Consummation of a SPAC PIPE is typically contingent on and generally occurs concurrently with the successful closing of the underlying business combination which itself may be subject to conditions (such as regulatory approval, shareholder approval, etc.). As a result, our clients, in their capacity as investors in a SPAC PIPE, may bear the market or pricing risk of the transaction between the time of executing a subscription agreement to participate in the PIPE and the closing of the underlying business combination being pursued by the SPAC. In addition, during the period of time between our clients’ subscription to a PIPE and the consummation of the underlying business combination being pursued the SPAC, our clients may have to reserve capital in anticipation of funding their irrevocable commitment. In such circumstances, any capital being reserved by our clients will not be available for participation in other investment opportunities and there remains the risk that the underlying business combination being pursued does not ultimately close. Further, the shares issued at the closing of a SPAC PIPE will generally be restricted for a period of time following the closing until the company that results from the business combination is readmitted for trading on the relevant exchange and the securities are registered under the Securities Act. Given the underlying liquidity profile of some of our clients, we may adopt internal concentration guidelines regarding clients’ participation in SPAC PIPE transactions. Dependence on Key Individuals of SPAC Sponsor. The success of our client’s SPAC investments depends upon the ability of the relevant management team that sponsors the SPACs in which some of our clients invest. Investors will not typically participate in their capacity as such in the management and affairs of our client’s underlying investments.

Call Options. There are risks associated with the sale and purchase of call options. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security offset by the gain by the premium received if the option expires out of the money, and gives up the opportunity for gain on the underlying security above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing the premium if the option expires out of the money. Put Options. There are risks associated with the sale and purchase of put options. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sale price of the short position of the underlying security offset by the premium if the option expires out of the money, and thus the gain in the premium, and the option seller gives up the opportunity for gain on the underlying security below the exercise price of the option. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security to zero. The buyer of a put option assumes the risk of losing the premium if the option expires out of the money. Index or Index Options. The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether our clients will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Index Futures. The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, shareholders may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Our successful use of index futures contracts on behalf of our clients is also subject to our ability to correctly predict movements in the direction of the market. Warrants. Warrants generally are exercisable for a certain period of time at a certain purchase price that is based on the valuation of a certain security as of a certain date. In the event that the price per share of such security does not exceed the exercise price of a warrant during the period when such warrant is exercisable, the warrants may not have any value. Additionally, until our clients acquire such security upon exercise of all or a portion of the warrant, such warrant generally will not provide our clients with any rights of a holder of such security. Furthermore, upon exercise of such warrant, our clients generally will be entitled to exercise the rights of a

holder of such security only as to matters of which the date to exercise such rights occurs on or after the exercise date. Futures Contracts. We may cause our clients to invest in futures contracts or options thereon. Futures positions may be illiquid because, for example, many commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices on various commodities or financial instruments occasionally have moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent us from causing our clients to promptly liquidate unfavorable positions and subject our clients to substantial losses. In addition, our clients may not be able to execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or a regulator may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. In addition, our clients may not be able to execute futures contract trades at favorable prices if trading volume in such contracts is low. It is also possible that an exchange or a regulator may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order that trading in a particular contract be conducted for liquidation only. In addition, various exchanges impose speculative position limits on the number of positions that may be held in particular commodities. Trading in commodity futures contracts and options are highly specialized activities that may entail greater than ordinary investment or trading risks. Furthermore, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. Forward Trading. Forward contracts and options thereon, unlike futures contracts, are generally not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market that we cause our clients to trade in due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which we would otherwise recommend, to the possible detriment of our clients. Market illiquidity or disruption could result in major losses to our clients. Swap Agreements. We may cause our clients to enter into swap agreements. These agreements are individually negotiated and can be structured to include exposure to a variety of

different types of investments, asset classes or market factors. Depending on their structure, swap agreements may increase or decrease our clients’ exposure to, for example, equity securities. Swap agreements can take many different forms and are known by a variety of names. Our clients are not limited to any particular form of swap agreement if consistent with our clients’ investment objectives. Whether our use of swap agreements on behalf of our clients will be successful depends on our ability to select appropriate transactions for our clients. Swap transactions may be highly illiquid and may increase or decrease the volatility of our clients’ portfolios. Moreover, our clients bear the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of their counterparties. Our clients also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure of our clients to post or maintain required collateral. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets, including potential government regulation, could adversely affect our ability to cause our clients to terminate existing swap transactions or to realize amounts to be received under such transactions. Other Derivative Instruments. We may cause our clients to enter into swaps and other derivative instruments. We may cause them to take advantage of opportunities with respect to certain other derivative instruments that are not currently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objectives of our clients and that we believe to be legally permissible. Special risks may apply to instruments that we cause our clients to invest in the future that cannot be determined at this time or until such instruments are developed or we have caused our clients to invest in them. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk. Debt Instruments. We may cause our clients to invest a portion of their assets in bonds and other fixed income instruments. The value of fixed income instruments changes in response to fluctuations in interest rates. When interest rates rise, the value of debt instruments can be expected to decline. Debt instruments with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities. Debt instruments in which we cause our clients to invest may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. Fixed income securities are also subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility due to factors including interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity. Money Market Funds. We may cause our clients to make investments or have indirect exposure to money market funds, including as a result of its excess cash being placed into prime brokerage or other accounts that periodically sweep such excess cash into money market funds. Money market funds have relatively low risks compared to most other financial instruments. By law, money market funds may only invest in certain high-quality, short-term investments issued by the U.S. government, U.S. corporations, and state and local governments. While money market funds aim to keep their net asset value at a stable $1.00 per share, net asset value may fall below $1.00 per share if the investments of a money market fund perform poorly. Investor losses with

respect to money market funds have been rare, but the risk of loss exists. Money market funds pay dividends that generally reflect short-term interest rates, and historically the returns for money market funds have been lower than for either bond or stock funds. Accordingly, there exists the risk with respect to money market funds that inflation will outpace and erode investment returns over time. Risks Related to Exposure to Digital Assets. Our clients may have exposure to Digital Assets. "Digital Assets" means Ether, Bitcoin, Native Tokens, cryptocurrency exchange-traded funds, stablecoins, altcoins, non-fungible tokens, security tokens, trade tokens, digital assets, synthetic assets, cryptocurrencies and any stored value within distributed ledger technologies. Accordingly, our clients may be exposed to the risks of investments in, or indirect exposure to, Digital Assets. Such risks include, without limitation, (i) risks associated with the valuation of Digital Assets, (ii) difficulties in conducting audits related to Digital Assets, (iii) risks related to internet-based trading platforms, (iv) volatility risks, (v) risks relating to difficulties in conducting due diligence and lack of transparency, (vi) risks related to relatively low trading volume and concentration of ownership in the Digital Assets generally, (vii) risks relating to the custody of Digital Assets, including, without limitation, risks relating to Digital Asset custodians and "wallet" providers, and regulatory considerations, (viii) dependence on key creators and service providers in the Digital Asset industries, (ix) risks related to the decentralized finance industry relating Digital Assets, including regulatory scrutiny and lack of compliance by market participants, (x) risks of uninsured losses, (xi) technology-related risks, including risks related to the dependence on new technology and cybersecurity breaches, (xii) limited supply of investments and scalability risk, (xiii) risks related to fraud, malware and bad and malicious actors in the Digital Assets industry, (xiv) difficulties in disposing of Digital Assets, (xv) increased regulatory scrutiny in the Digital Asset industry, (xvi) risks related to intellectual property claims relating to Digital Assets and (xvii) tax implications of investing in Digital Assets. Any such investment is highly speculative and subject to the risk that the entirety or a material portion of such investment or its value may be lost. Exchange Traded Funds. We may cause our clients to make investments or have indirect exposure to exchange-traded funds (“ETFs”) . ETFs are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying financial instruments they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying financial instruments they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to investors bearing their proportionate share of a fund’s expenses (e.g., operating expenses), investors (and clients) may also indirectly bear similar expenses of an ETF.

The Fund General Partner, the Investment Manager and their affiliates provide advisory services to, and share certain non-investment personnel and resources with, TOMS Capital LLC (the “Family Office”), which manages the capital of Mr. Gottesman and his family. This may result in a number of actual and potential conflicts of interest. The Investment Manager has adopted certain measures set forth in its Code of Ethics, and its broader Compliance Manual, including, but not limited to, the creation of a “Restricted List” of securities about which a determination has been made that it is prudent to restrict trading activity, to mitigate such conflicts of interest. In addition, with the exception of limited consent rights upon the occurrence of certain extraordinary events involving the respective businesses of the Investment Manager and TCIM Management GP, Mr. Gottesman has no involvement in the management or operation of the Investment Manager or TCIM Management GP, nor is Mr. Gottesman involved in the investment activities of our clients.

all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be addressed. In general, the Investment Manager does not permit employees to transact in single-name securities or derivatives thereof, other than to dispose of pre-existing holdings. Employees may transact in broad-based ETFs (as defined in the Code) without preapproval;

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employees must not take any inappropriate advantage of their positions;

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information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential; and

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independence in the investment decision-making process must be maintained at all times.

Clients may request a copy of the Code by contacting us at the address or telephone number listed on the first page of this document. B. Securities that the Investment Manager or a Related Person Has a Material Financial Interest. 1. Cross Trades We may determine that it would be in the best interests of certain clients and one or more other clients or proprietary accounts sponsored or managed by the Investment Manager or its affiliates to enter into "cross trades" (as determined and defined pursuant to the Investment Manager's policies and procedures) for a variety of reasons, including tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If we decide to engage in a transaction that it has identified as a "cross trade", the we will determine that the trade is in the best interests of both of the accounts involved and take steps to ensure that the transaction is consistent with the Investment Manager's duty to seek best execution for each of those accounts. If we execute a cross trade, we may do so with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross trade between two clients may occur as an “internal cross”, where we instruct the custodian for the clients to book the transaction at the price determined in accordance with our valuation policy. If we effect an internal cross, we will not receive any fee in connection with the completion of the transaction.

2. Principal Transactions To the extent that cross trades may be viewed as principal transactions due to the ownership interest in an account by us and our personnel, we will comply with the requirements of Section 206(3) of the Advisers Act. C. Investing in Securities that the Investment Manager or a Related Person Recommends to Clients. The Code places restrictions on personal trades by employees. The compliance team takes into account any actual or potential conflicts of interest in determining whether to approve any transactions and if approved, whether to place any limits on such transactions. The Code also requires employees to disclose their personal securities holdings and transactions on a periodic basis. We have established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a manner we deem fair and equitable, including the restrictions placed on personal trading in the Code, as described above, and regular monitoring of employee transactions and trading patterns for actual or perceived conflicts of interest. D. Conflicts of Interest Created by Contemporaneous Trading. The Investment Manager manages investments on behalf of a number of clients. Certain clients have investment programs that are the same, similar or overlap and, therefore, participate with each other in investments. It is the policy of the Investment Manager to allocate investment opportunities among all clients fairly, to the extent practical and in accordance with each client’s applicable investment strategies, over a period of time. The Investment Manager will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to any client solely because the Investment Manager purchases or sells the same security for, enters into a transaction on behalf of, or provides an opportunity to any client if, in its reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practical or desirable for the client. The Investment Manager manages a separate account in which Mr. Gottesman, his affiliates, members of his family and trusts and estate planning and other vehicles established by or for the benefit of such persons (the “NG Affiliates”) have an interest, that pursues a substantially similar investment program as that of, and trades pari passu with, the Main Funds (the “NG Account”). Allocations to the NG Account are made consistent with the Investment Manager’s investment allocation policies and procedures. However, the NG Account has liquidity and transparency rights that are preferential to the rights of investors in the Main Funds. The Investment Manager also advises several other Managed Accounts on behalf of institutional investors, certain of which have a portion of their investment program that overlaps with or is substantially identical to that of the Main Funds, and certain of which have transparency, early termination, and/or liquidity rights that are preferential to the rights of investors in the Main Funds. Additional information may affect an investor’s decision to invest additional capital in, to remain an investor in, to withdraw from or to terminate any such Managed Accounts. In the event such Managed Accounts (including the NG Account) take an action as a result of such preferential rights

(i.e., withdraw capital or terminate the Managed Account) such action may, in certain circumstances, cause any such Managed Account to liquidate its positions ahead of other clients (including the Funds), which may impact the price of the investment portfolios of the other clients to the detriment of such clients or investors in the Funds. In the event that a conflict arises, the Investment Manager and its affiliates will seek to manage potential conflicts of interest in good faith and in a manner that is consistent with its fiduciary duties to its clients. The Investment Manager and its affiliates have, and may, from time to time, offer one or more clients (including certain Managed Accounts, including the NG Account), investors and/or other third-parties the opportunity to co-invest with the Funds in particular investments. The Investment Manager and its affiliates have and may form one or more co-investment vehicles (including dedicated co-investment vehicles or other commingled or single investor funds established to pursue multiple investments on a co-investment basis). The Investment Manager and its affiliates are not obligated to arrange co-investment opportunities, and no client or investor will be obligated to participate in such an opportunity. The Investment Manager and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular client or investor and may allocate co-investment opportunities instead to other clients, investors, or third parties or affiliates of the Investment Manager and its members, partners, officers, employees or affiliates of any of them. If the Investment Manager determines that an investment opportunity is too large or otherwise not appropriate for its clients, the Investment Manager and its affiliates may, but will not be obligated to, make proprietary investments therein. The Investment Manager or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. The Investment Manager seeks to fairly allocate expenses among client accounts (to the extent applicable), including any co-investors. Generally, client accounts and co-investors that own an investment will share in expenses related to such investment, including expenses originally charged solely to any client account. However, it is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co-investor to the client accounts with respect to the investment, and, as a result, there may be occasions where co-investors do not bear a proportionate share of such expenses. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any client account with respect to such potential investment. The portfolio strategies employed by the Investment Manager with respect to one client could conflict with the transactions and strategies employed in managing the account of another client and may affect the prices and availability of the securities and instruments in which such client invests. At times, participation in specific investment opportunities may be appropriate for multiple clients. Participation in such opportunities will be allocated in accordance with the Investment Manager’s allocation policies and procedures, which take into account certain factors, including, without limitation, relative amounts of capital available for new investments, investor eligibility, tax considerations and the investment programs, concentration limits, risk parameters

and portfolio positions of the clients for which participation is appropriate. Conversely, the Investment Manager may determine to subject one or more of its clients (including the Main Funds or one or more other clients) to concentration limits with respect to their exposure to certain investments, which determination will be based on the Investment Manager’s internal guidelines, which take into account the liquidity profile of the relevant client and one or more other factors (including the factors described above that the Investment Manager considers when making allocation decisions). As a result, participation in such opportunities will, from time to time, be allocated on a non-pro rata basis as determined by the Investment Manager in accordance with its allocation policies and procedures.

Portfolio transactions will be allocated to brokers and dealers on the basis of best execution and in consideration of relevant factors, including, but not limited to, price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; the difficulty of execution; the broker or dealer’s expertise in the relevant market or sector; the extent to which the broker or dealer makes a market in the security or has access to such market; the broker or dealer’s skill in positioning the relevant market; the broker or dealer’s facilities, reliability, promptness and financial stability; the broker or dealer’s reputation for diligence and integrity (including in correcting errors); confidentiality considerations; the quality and usefulness of research products and services and investment ideas presented by the broker or dealer; and other factors that we deem appropriate. Accordingly, the commission rates (or dealer markups and markdowns) charged to the Funds by brokers or dealers in certain situations may be higher than those charged by other brokers or dealers who may not offer such services. Subject to our obligation to seek best execution, we are not required to solicit competitive bids and do not have an obligation to seek the lowest available commission cost or spread. 1. Research and Other Soft Dollar Benefits. Although TCIM does not currently use any formal commission sharing arrangements, from time to time, we pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Research products and services provided by broker-dealers through which client transactions are executed, settled

and cleared may include research reports on particular industries and companies, research on the impact of political and governmental actions on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, access to management and other products and services providing lawful and appropriate assistance to the Investment Manager in the performance of its investment decision-making responsibilities. We will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). We believe it is important to our investment decision-making processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more clients from time to time are used by us to service one or more other clients, including clients that have not paid for the soft dollar benefits. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to us (i.e., a “mixed use” item), we will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest exists by reason of our allocation of the costs of such benefits and services between those that primarily benefit us and those that primarily benefit the clients. When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for such products or services. We have an incentive to select or recommend a broker-dealer based on our interest in receiving research or other products or services, rather than on our clients’ interest in receiving most favorable execution. We believe, however, that this conflict is mitigated because, pursuant to the clients’ offering documents, the clients are otherwise required to pay for such research expenses. Additionally, the Investment Manager’s “Counterparty Oversight Committee” will review commissions paid by our clients and other transaction costs and trade volumes by broker-dealers on a quarterly basis to evaluate their reasonableness in light of services received. The Counterparty Oversight Committee will also more generally monitor the performance of broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of us and our clients. 2. Brokerage for Client Referrals. Neither the Investment Manager nor any related person receives client referrals from any broker-dealer. However, as discussed above, subject to best execution, the Investment Manager considers, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending broker-dealers for the Funds. 3. Directed Brokerage We do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. Although we never have, we may permit clients to direct us to execute transactions through a specified broker-dealer and in such cases, there may be a resulting price or execution disadvantage to the client if the designated broker-dealer is used.

B. Order Aggregation. If we determine that the purchase or sale of a security is appropriate with regard to multiple clients, we generally will, but are not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by us. In the event of a partial fill, allocations may be modified on a basis that we deem to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by us. As a result, certain trades in the same security for one client (including a client in which we and our personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

Each investor is invited to meet with the authorized representatives of the applicable Fund to discuss with, ask questions of, and receive answers from, such persons concerning the terms and conditions of this offering of their interests in the applicable Fund, and to obtain additional information, to the extent the Fund possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein. An investor may request additional information and reporting, and other investors may not receive some or all information provided in response to such requests. Such information could affect an investor’s decision to request a redemption of its interests in the Fund.

We may, on a discretionary basis, provide reports to investors in the Funds more frequently than as stated herein.

However, we are not required to comply (or are deemed to have complied) with certain requirements of the Custody Rule with respect to certain pooled vehicle clients because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each such client 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 such pooled vehicle distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. We do not have custody of the funds and securities we manage for the Managed Accounts that are not organized as funds of one.

We will vote in favor of Management proposals on routine matters, unless, in our opinion, the proposal is not in the best interests of the investing clients. Non-routine matters may be inconsistent with standard industry practice, measurably change the structure or management of the company, or measurably change the terms associated with an investment in the company. Generally, we will vote in favor of Management proposals on non-routine matters, however in certain circumstances may not, as determined by us, on a case-by-case basis. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation: •

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;

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the conflict between management and shareholder interests;

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the anticipated associated costs and benefits;

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the effect on liquidity;

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customary industry business practices’

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the appropriateness of abstaining from voting or affirmatively not voting; and

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any applicable conflicts of interest between our or our affiliates’ interests and the interest of our clients.

In limited circumstances, we will refrain from voting, or affirmatively decide not to vote, Proxies where we believe that doing so would be in the best interests of our clients, taking into consideration the cost of voting the Proxies and the anticipated benefit to our clients. Generally, clients may not direct our vote in a particular solicitation; however, we have agreed, and may agree

in the future, to certain guidelines and limitations with respect to our proxy voting authority over securities held by Managed Accounts. Conflicts of interest may arise between the interests of the clients on the one hand and us or our affiliates on the other hand. If we determine that we have, or are perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.