Bayberry Capital Partners LP: investment adviser

References throughout this document to “clients” refer to the Funds and any other private funds and separately managed accounts we may advise in the future. The Funds are managed in accordance with their own investment and trading objectives, as described in their respective offering documents and governing agreements. We do not permit investors in the Funds to impose limitations on the investment activities described in such documents. Under certain circumstances in the future, we may contract with a separately managed account client to adhere to limited risk and/or operating guidelines imposed by that client. We would negotiate such arrangements on a case-by-case basis. (See Item 16 - Investment Discretion.) Bayberry Capital Fund GP LP (“Bayberry GP”) serves as the general partner to the Onshore Fund and the Master Fund. We do not participate in wrap fee programs. As of December 31, 2025, we managed $533,425,534 of regulatory assets under management on a discretionary basis. We do not manage any assets on a non-discretionary basis.

Bayberry GP also is entitled to receive performance-based allocations from the Funds, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management. Our compensation schedule with respect to any future client account will be contained in the governing documents relating to such account. In general, the Funds bear all of their operating expenses, which include, without limitation: (i) organizational and offering expenses; (ii) expenses associated with all investments and transactions

considered, evaluated and/or consummated by the Funds, including, without limitation, those expenses incurred before the initial closing of the Funds, including, without limitation, expenses associated with sourcing, negotiating, investigating, researching, financing and structuring of investments and potential investments, whether or not consummated, including, without limitation, third-party research, data, analytics, modeling, structuring, pricing, execution and other third-party information systems, including, without limitation, installation and maintenance, software and service fees (including, without limitation, the expenses with respect to data feeds, subscriptions, expert networks, political intelligence providers and reports); (iii) research-related computer hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions; (iv) each Fund’s pro rata share of our portfolio management system and any other software used for accounting and/or monitoring of its portfolio, including, without limitation, subscriptions relating to, among other things, trading and order management systems and services; (v) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Funds and all transaction and other costs associated therewith; (vi) travel and related expenses associated with investments and potential investments; (vii) professional fees associated with investments and potential investments, including, without limitation, consulting, due diligence, accounting, valuation, financial, legal and other advisory fees and expenses; (viii) transaction fees, brokerage commissions, custodial fees, clearing and settlement charges and similar fees and expenses associated with the acquisition, disposition and settling of investments and potential investments; (ix) expenses associated with legal and regulatory filings of the Funds in the United States or in any other jurisdiction (including, without limitation, pursuant to Sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as each Fund’s pro rata portion of the expenses associated with preparation and filing of our Form 13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction; (x) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees and expenses associated with the Funds’ operations, investments and transactions, including, without limitation, fees and expenses of the Funds’ administrator (the “Administrator”); (xi) expenses incurred in connection with responding to requests or inquiries from any U.S. federal, state, local or non-U.S. governmental entity or authority, regulatory body or self-regulatory organization; (xii) broken-deal, failed transaction, break-up and similar fees, costs and expenses (if any); (xiii) costs and expenses of leverage or any other borrowings of the Funds, including, without limitation, interest charges and fees; (xiv) expenses incurred in the collection of monies owed to the Funds, as applicable; (xv) auditing and accounting expenses of the Funds, including, without limitation, expenses associated with the preparation of financial statements, tax returns and Schedules K-1 and the fees and expenses of the auditor; (xvi) any taxes, fees or other governmental charges on the Funds, including, without limitation, any withholding taxes not due to the status or noncompliance of a particular investor; (xvii) costs and expenses associated with investor communications and reports and the delivery thereof to investors; (xviii) the costs of service providers or software to measure or monitor risk metrics, to aggregate positions and/or to provide reporting with respect to risk metrics and/or positions; (xix) costs and expenses associated with meetings of the investors; (xx) insurance expenses, including, without limitation, directors’ and officers’ liability insurance, general partner liability insurance, errors and omissions insurance and other policies, if any; (xxi) costs and expenses (including, without limitation, taxes, fees or other governmental charges) associated with the formation, organization and operation of any subsidiary, special purpose vehicle, alternative investment vehicle, holding company or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Funds; (xxii) wind-up, liquidation, termination and dissolution expenses; (xxiii) costs, fees and expenses related to registration, qualification and/or exemption under any applicable U.S. federal, state, local or non-U.S. laws, rules or regulations, including, without limitation, blue sky fees, Form D, Form 8.3, filings with the Commodity Futures Trading Commission and notices and other securities and/or investment-related filing expenses; (xxiv) costs

related to any transfers of interests/shares, unless otherwise charged to or borne by the applicable transferor and/or transferee; (xxv) expenses incurred in connection with the preparation of any amendment to the Funds’ operating agreements and the private placement memoranda; (xxvi) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds; (xxvii) any extraordinary expenses (including, without limitation, all litigation-related and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (xxviii) the above-described management fee; (xxix) fees and expenses of the Funds’ directors as applicable and (xxx) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Funds. Certain investors in the Funds will also be subject to withdrawal fees, if withdrawals are made prior to the satisfaction of agreed-upon holding periods. We also allocate a portion of certain clients’ capital to money market funds or exchange-traded funds. In addition to the fees and expenses discussed above, clients will indirectly incur similar fees and expenses if we invest their capital in such funds, as these funds in turn pay similar fees and expenses to their investment managers and other service providers. For a more detailed discussion of brokerage and transaction costs, see Item 12 - Brokerage Practices.

Performance-based compensation arrangements create an incentive for us to recommend investments that may be riskier or more speculative than those that would be recommended under a different compensation arrangement. The Funds are our only clients and they operate through a master-feeder structure. To the extent that we advise additional client accounts in the future, performance-based compensation arrangements could also create an incentive for us to favor accounts with higher compensation rates over other accounts when allocating investments. Accordingly, if we manage additional client accounts in the future, we will adopt and follow procedures designed and implemented to ensure that all clients are treated fairly and equitably. In addition, because the Funds’ management fees and performance-based compensation are generally based on the Funds’ net asset values, we have a conflict of interest in valuing the Funds’ assets. To mitigate this conflict, we follow our documented valuation policies and periodically consult with auditors and the Administrator.

The Funds’ universe of investments is expected to be global in nature, and we intend to generally focus on small- and mid-cap public equities as we believe the mid-cap universe contains the most “researchable” ideas (i.e., businesses that lend themselves to our deep, fundamental primary research model where we can gain conviction), however the Funds do not have artificial limits on acceptable market caps for selected investments. The Funds’ universe of investments and our idea generation process seeks to optimize for opportunities where we believe our team’s deep, fundamental primary research process and long-term investment horizon can provide a competitive advantage. We seek to apply the same research process to both long and short investment opportunities. Short-selling is a core focus of ours, and the Funds aim to generate absolute return on both sides of the portfolio. The investment strategies described herein are those that we employ on behalf of the Funds. However, there are no limitations on the investment strategies that the Funds may employ, and we may adjust the strategy that we pursue opportunistically to respond to, or to take advantage of, changing market conditions and new investment opportunities. Further, we may invest opportunistically in securities or transactions that vary from the core strategy of the Funds. There can be no assurance that the Funds’ investment objectives will be achieved, and investment results may vary substantially on a monthly, quarterly and annual basis. Investing in securities involves risk of loss that clients and investors should be prepared to bear. Risk Factors Our investment strategy involves significant risks. A discussion of the material risks is provided below. Prospective investors in the Funds are urged to review the relevant Fund’s private placement memorandum carefully and consult with their own financial, legal and tax advisers before investing. General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial markets increase that risk. If our evaluation of an investment opportunity should prove incorrect, the Funds could experience losses as a result of a decline in the market value of securities in which the Funds hold a long position or an increase in the value of securities in which the Funds hold a short position. The Funds’ investment programs include short sales, which can involve substantial volatility and can, in

certain circumstances, substantially increase the adverse impact to which the Funds may be subject. The risk management techniques that may be used by us do not provide any assurance that the Funds will not be exposed to a risk of significant investment losses. No guarantee or representation is made that the Funds’ investment programs will be successful, that the Funds will achieve their targeted returns or that there will be any return of capital invested to investors in the Funds. In addition, investment results may vary substantially over time. Investment Judgment. The profitability of a significant portion of the Funds’ investment program depends to a great extent upon correctly assessing the future profitability of the price movements of securities and other investments. There can be no assurance that we will be able to accurately predict the long-term results of any security or other investment. General Economic Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), tax considerations and tax treatment, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors may affect the level and volatility of the prices and liquidity of the Funds’ investments and could impair the Funds’ profitability or result in losses. We may consider some or all of these factors when making trading decisions. The Funds could incur material losses even if we react quickly to difficult market conditions, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from broad and rapid changes in market conditions in the future. Investors should realize that markets for the financial instruments in which the Funds seek to invest can correlate strongly with each other at times or in ways that are difficult for us to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market conditions. Availability of Suitable Investments. The success of the Funds’ investment and trading activities depend on our ability to identify overvalued and undervalued investment opportunities and to manage market exposure risk. Identification and exploitation of the investment strategies to be pursued by the Funds involve a high degree of uncertainty. No assurance can be given that we will be able to identify suitable investment opportunities in which to deploy all of the Funds’ capital. A reduction in overall market volatility and liquidity, as well as other market factors, may reduce the pool of profitable investments for the Funds. Certain of the investment strategies employed by the Funds may be based on historical relationships among securities prices, exchange rates, interest rates and bond prices. There can be no assurance that these historical relationships will continue and no representation is made by us as to what results the Funds will or are likely to achieve based on these trends and relationships. Available Information. We may select investments, in part, on the basis of information and data filed by the issuers of securities with various government regulators or made directly available to us by such issuers, or through sources other than the issuers. Although we evaluate all such information and data, and seek independent corroboration when we consider it appropriate and when it is reasonably available, we are not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases complete and accurate information is not readily available. Concentration of Investments; Limited Diversification and Sector Investing. The Funds may hold a limited amount of positions (both long and short) at any given time and the Funds may hold relatively large positions in few securities. As a result of the Funds’ possible lack of diversification, a significant loss in any one position may have a material adverse effect on the net asset values of the Funds and the Funds’ rates

of return. Therefore, any fluctuation in the overall value of securities in specific industries or sectors likely will have a material effect on the performance of the Funds. Our specialized investment strategy and potential lack of diversification may be more vulnerable to changes in the economy or those industries or other factors than a broad-based portfolio, and, as a result, performance results may be highly volatile and may result in the Funds significantly outperforming, or under-performing, the market as a whole. Equity Securities. The Funds will invest in equity and equity-related securities, including, without limitation, equity investments acquired in connection with restructured debt securities or instruments, or in connection with reorganizations and/or restructurings of debt securities, equity securities or other obligations and assets of undervalued, operationally challenged and/or financially troubled companies or institutions. A risk of investing in the Funds is that equity securities held by the Funds may decline in value. Equity securities fluctuate in value in response to many factors, including the activities and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments. In addition, equity securities that we believe are undervalued or incorrectly valued may not ultimately be valued by the markets in the manner that we anticipate. Debt Securities. Although the Funds trade primarily in equities, the Funds may also invest in debt or other fixed income securities, including non-investment grade securities, or other fixed income securities, including non-investment grade securities, and similar obligations and instruments. Particularly with respect to non-investment grade securities, there is a risk that the issuer will default on its payment obligations. The market values of debt instruments may be more volatile than the values of other investments and, during periods of economic uncertainty and change, the market price of these investments may decrease significantly. Debt instruments may also be less liquid than equities, particularly during periods of market dislocation. The lack of a liquid secondary market may have an adverse effect on the market price and the Funds’ ability to sell particular securities. Short Sales. We may engage in short selling on behalf of the Funds. Short selling involves selling securities that are not owned by the Funds. A short position is established when the Funds borrow securities from securities brokers or other institutions and sells them in an open market transaction with an obligation to return the borrowed securities at a later date. Short selling allows the Funds to profit from the decline in the price of the securities by purchasing the securities at a price that is lower than the price at which they were initially sold, in each case, to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. In addition, short sales may act as a hedge against long positions in the same or related securities in the Funds’ portfolio in the event that the price of securities decline. However, a short sale creates the risk of unlimited loss because in order to close out a short position, the Funds would need to return the borrowed securities by purchasing such securities at prevailing market prices. Specifically, the price of the subject security could rise without limit, thus increasing the cost to the Funds of buying those securities in order to close out the short position. There can be no assurance that the security necessary to close out a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further if the demand to buy such securities outpaces the available supply, thereby exacerbating the loss. For instance, a so-called “short squeeze” can occur when the price of securities in which the Funds have an open short position rise sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seek to cover their short positions in the same time frame by purchasing the security, resulting in a rapid price increase; (ii) market participants collectively purchase a significant amount of

shares, thereby causing a substantial increase in the price of such securities; and/or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demand the return of the security that has been loaned. A “short squeeze” may result in the Funds having to prematurely close out short positions at unattractively high prices, resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants, and/or lenders become aware of the Funds’ short positions, including, without limitation, as a result of legally-required reporting with respect to the Funds’ ownership of options to purchase the underlying security being shorted. In the instance where securities lenders demand a return of securities in respect of an open short position, the Funds will need to either find another source of supply of such security or purchase the subject securities in open market transactions at then-prevailing market prices. If the Funds are unable to source another securities lender and is forced to close out its short position, the Funds could incur significant losses if the securities sold short had increased beyond the price at which the Funds initially established its short position. In addition to the risks of securities loan recalls or “short squeezes,” the Funds may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If the Funds are unable to deliver the additional margin required, the Funds may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. In addition, depending on the timing and magnitude of a price increase in respect of an open short position, the Funds may be required to liquidate long positions in order to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the Funds. In addition, stock loan fees charged to the Funds for borrowing securities may be substantial and will decrease any gains (or increase losses) associated with the short position. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short-selling restrictions and disclosure requirements are enacted, the prices of the instruments in which the Funds invest may be materially affected and the ability of us to take advantage of opportunities for short-selling may be significantly reduced. Hedging. The Funds engage in certain hedging transactions, including derivatives, options and swaps. Hedges can be more difficult to implement than many other types of transactions, and the possibilities for errors may be greater than for other transactions. Additionally, there is no guarantee that these hedging transactions will prevent losses to the Funds. The success of the Funds’ hedging strategies will be subject to our ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategies and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Funds’ hedging strategies will also be subject to our ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. In addition, hedging transactions may result in poorer overall performance for the Funds than if no such hedging transactions were executed. Moreover, we may determine not to hedge against, or may not anticipate, certain risks. Finally, the Funds may be exposed to certain risks that cannot be hedged, such as credit risk (relating both to particular investments and counterparties). Options. The Funds may engage in the trading of options when appropriate. Such trading involves risks substantially similar to those involved in trading margined securities in that options are speculative and highly leveraged. Specific market movements of the securities underlying an option cannot accurately be predicted. The purchase of an option is subject to the risk of loss resulting from the difference between

the premium received for the option and the price of the security underlying the option which the writer must purchase or deliver upon exercise of the option. Derivatives. The Funds may invest in derivative financial instruments. In addition, the Funds may, from time to time, utilize both exchange-traded and over-the-counter futures, options and contracts for differences, for hedging purposes, as well as other derivatives. Regulatory restraints may restrict the instruments that the Funds may trade. Such derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, a relatively small movement in the price of a contract may result in a gain or a loss which is high in proportion to the amount of funds actually placed as initial margin, and may result in unquantifiable further losses exceeding any margin deposited. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Forex Trading. The Funds may enter into transactions that are not traded on an exchange, and the funds that the Funds invest in those transactions may not receive the same protections as funds used to margin or guarantee exchange-traded futures and options contracts. If the counterparty becomes insolvent and the Funds have claims for amounts deposited or profits earned on transactions with the counterparty, the Funds’ claims may not receive a priority. Without a priority, the Funds are general creditors and their claims will be paid, along with the claims of other general creditors, from any monies still available after priority claims are paid. Even the Funds’ funds that the counterparty keeps separate from its own operating funds may not be safe from the claims of other general and priority creditors. Forex trading can quickly lead to large losses as well as gains. Such trading losses can sharply reduce the net asset values of the Funds. Inside Information. From time to time, we or our affiliates, may come into possession of material, nonpublic information concerning an issuer of securities. In such circumstances, the Funds may be prohibited by law, policy or contract, for a period of time, from (i) unwinding a position, (ii) establishing an initial position or taking any greater position, and (iii) pursuing other investment opportunities. 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 the Funds have an existing investment, then the Funds may be prevented from exiting or reducing their investment in that position at the desired time, giving rise to substantial investment losses, which losses, in the case of a security in the Funds have a short position, are theoretically, unlimited. Leverage. The Funds employ leverage in connection with their investment strategies and/or for any other purpose deemed necessary, desirable or appropriate at such times, in such amounts and subject to such terms and conditions as we and/or our affiliates may determine in our sole and absolute discretion. Such leverage may take a variety of forms, including, but not limited to, loans, repurchase agreements, derivative instruments that are inherently leveraged, margin borrowing from securities brokers and dealers and other financing arrangements, as determined by us and/or our affiliates in our sole and absolute discretion. The use of leverage increases both the possibility for gain and the risk of loss. Leverage employed by the Funds may be secured by the securities holdings and other assets of the Funds, as applicable. If such leverage is cross-collateralized among the Funds, the assets of each Fund will be subject to the risk of loss. Under certain circumstances, a lender may demand an increase in the collateral that secures such obligations, and if the Funds are unable to provide additional collateral, the lender could liquidate assets held in the account to satisfy such obligations. Liquidation in that manner could have extremely adverse consequences. Additionally, leverage typically will cause the Funds’ net asset value to

increase or decrease at a greater rate than if leverage were not used. In addition, the amount of the Funds’ borrowing and the interest rates on that borrowing, both of which will fluctuate, may have an effect on the Funds’ profitability. In addition, the use of leverage may cause a tax-exempt U.S. investor to realize UBTI. Securities Lending and Borrowing. The Funds have lent securities to securities brokers and other institutions as a means of earning additional income and borrowed securities from securities brokers or other institutions to cover short positions and may both lend securities and borrow securities in the future. The cost of such borrowing may be significant. If the other parties to such transactions become insolvent or bankrupt, the Funds could experience delays and extra costs in recovering payment or the securities. To the extent that, in the meantime, the value of such securities changes, the Funds could experience further losses. Security loans must be fully collateralized, and we much be satisfied with the creditworthiness of the other party to the transaction. Price and Liquidity Fluctuations of Investments. It is expected that the majority of the Funds’ investments will be in public securities. However, the market value of the Funds’ investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in the securities markets and the financial condition of the issuers of the securities in which the Funds invest. During periods of limited liquidity and higher price volatility, each Fund’s ability to acquire or dispose of its investments at a price and time that the Funds deem advantageous may be impaired. As a result, in periods of rising market prices, the Funds may be unable to participate in price increases fully to the extent that they are unable to acquire the desired positions quickly; the Funds’ inability to dispose fully and promptly of positions in declining markets will conversely cause their net asset values to decline as the value of unsold positions is marked to lower prices. Uncertainty of Financial Models and Projections. We may use financial models and projections to help analyze a potential investment 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. Artificial Intelligence and Machine Learning Risks. The emergence of recent technology developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) can pose risks to us, the Funds’ investments. We expect to use Generative AI in various processes, including potentially in connection with the investment research process. We are likely to be further exposed to the risks of Generative AI through third parties (including our service providers or counterparties) that use Generative AI, and we may not always be aware of such use. We cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Furthermore, due to the rapidly evolving nature of Generative AI and its widespread potential uses, we expect that our policies and procedures will continue to evolve in response to any unique challenges. Generative AI is often highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in such outputs’ subsequent analysis. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including the increased likelihood that the we and the Funds or the underlying issuers in which they are invested become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or

disclosure of, personal information in violation of applicable data protection laws and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on the us and the Funds’ investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. Possible Illiquidity of Investments; Investments in Restricted Securities. Although the Funds do not expect to, and subject to the Private Investment Restriction, the Funds may invest in private deals, the securities of which are not traded on public exchanges and are subject to legal or other restrictions on sale or transfer, including because they were acquired from the issuer in “private placement” transactions or because the Funds are deemed to be an affiliate of the issuer, or there is otherwise no liquid market for such securities. Generally, the Funds cannot sell these restricted securities publicly in the United States without the expense and time required to register the securities under the Security Act and may not otherwise sell such securities in the United States unless such sale is exempt from registration under the applicable provisions of the Security Act. Valuation of such securities may be difficult or uncertain because there may be limited information available about the issuers of such securities. The market prices, if any, for such securities tend to be volatile and may not be readily ascertainable, and the Funds may not be able to sell them when they desire to do so or to realize what they perceive to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Funds may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Consequently, the Funds may be required to hold such securities despite adverse price movements. Even those markets which we expect to be liquid can experience periods, possibly extended periods, of illiquidity. Any such market or legal restrictions, or any contractual transfer limitations, on the Funds may result in the relative illiquidity of certain of the Funds’ investments, preventing or delaying any sale thereof or reducing the amount of proceeds that might otherwise be realized from their sale, and resulting in the general partner potentially designating such investments as designated investments. Trade Error Risk. Trade errors include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivatives contracts or similar agreements. Given the volume and complexity of transactions executed by us on behalf of the Funds, trade errors are likely to occur, notwithstanding the execution of due care and special procedures designed to prevent such errors. If trading errors do occur, we will not reimburse a client account for losses resulting from trade errors unless in accordance with the terms of the indemnity provision in such client’s governing documents. Competition. The securities industry is extremely competitive. We will compete for investment opportunities against various other investors, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. Competitive investment activity by other firms may reduce the Funds’ opportunity for profit by reducing the availability of or increasing the price of what we believe to be, based on the Funds’ investment criteria, exceptional investment opportunities. Securities Market Volatility. Securities markets are volatile and may decline significantly in response to adverse issuer, political, regulatory, market or economic developments. Different parts of the market and different types of debt and equity securities may react differently to those developments. For example,

small cap stocks may react differently than large cap stocks. Issuer, political or economic developments may affect a single issuer, issuers within an industry, sector or geographic region, or the market as a whole. Risk of Operations/Liquidity Risks. Although the majority of securities the Funds may acquire will be traded on public exchanges, such exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it difficult or impossible for the Funds to liquidate their positions and would thereby expose them to losses. In addition, some of the securities in which the Funds may invest may be thinly traded, potentially making it difficult for the Funds to dispose of a position at the time or price desired. Moreover, in periods of extreme market volatility, the bid/ask spreads for some securities that ordinarily are liquid may widen, making it difficult or undesirable to sell the securities. There can be no assurance that the trading markets will remain liquid enough for management to close out existing positions at any time there is a need to do so. There may be a variety of other reasons why a security in which the Funds may invest may be illiquid, and, in such event, the Funds may have similar issues with realizing such security. Risks of Foreign Investments. The Funds may invest in securities of foreign companies, governments and government agencies. Investing in such securities, which are generally denominated in foreign currencies, and the use of forward foreign currency exchange contracts, involve unusual risk not typically associated with investing in securities issued by U.S. companies or by the U.S. government or its agencies or instrumentalities. Investing in emerging markets poses greater risks and a greater potential for returns than investing in developed countries. Securities of companies in these emerging markets are generally more volatile and may be much more volatile than securities issued by companies located in developed countries. The Funds may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the U.S. dollar. Moreover, individual foreign economies may compare unfavorably with the U.S. economy in growth of gross national product, rate of inflation, rate of savings and capital reinvestment, resource self-sufficiency, balance-of-payment positions and in other respects. Some of the countries in which the Funds may invest have laws and regulations that currently preclude or severely restrict direct foreign investment in securities of their companies. Securities of some foreign companies are less liquid and their prices are more volatile than securities of comparable U.S. companies. Investing in foreign securities creates a greater risk of securities clearance and settlement problems. Further some of the securities in which the Funds invests may be thinly traded and relatively illiquid or may cease to be traded after the Funds invest in them. In addition to being illiquid, such securities may be issued by unseasoned companies and may be highly speculative. In addition, the Funds occasionally may acquire relatively large positions in a few securities. In such cases, and in the event of extreme market activity, the Funds may not be able to liquidate investments promptly, if the need should arise, which would materially and adversely affect the results of such investments. Global Political Risks. Some of the companies in which the Funds 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 the Funds, political or social instability, war or insurrection, terrorist attacks, or diplomatic developments that could affect the value and marketability of the Funds’ 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. Company Capitalization. The Funds may invest in securities of companies with various capitalizations where such companies meet the Funds’ investment criteria. While such companies may provide

significant potential for appreciation, such investments, particularly small-capitalization companies, involve higher risks in some respects than do investments in securities of larger companies. The prices of small-capitalization and even medium-capitalization and mid-capitalization securities are often more volatile than prices of large-capitalization securities and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to long investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in some small-, mid- and medium-capitalization securities, an investment in those securities may be illiquid. The small-, mid- and medium-capitalization securities may, at times, significantly underperform the large capitalization securities and may do so in the future. A related concern for short sale risk is that smaller companies tend to be more readily acquired. Securities of Sub-Investment Grade Companies. Special risks may arise if the Funds invest in the securities of sub-investment grade and highly-leveraged companies. Although such investments may result in significant returns to the Funds, they involve a substantial degree of risk. If the “natural leverage” created by a company’s high level of borrowing works against a Fund’s short position, the Fund’s losses would be heightened. If the Funds purchase distressed and/or non-performing debt securities, and subsequent to purchasing them finds that they are no longer readily traded by broker-dealers, these securities may not show any return for a considerable period of time. Many distressed and/or non-performing securities ordinarily remain unpaid while the company is in bankruptcy and may not ultimately be paid unless and until the company reorganizes and/or emerges from bankruptcy proceedings. As a result, if they are no longer readily traded by broker-dealers, such securities may have to be held for an extended period of time. There is no assurance that we will correctly evaluate the nature and magnitude of the various factors that could affect the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which the Funds invest, the Funds may lose their entire investment. Under such circumstances, the returns generated from the Funds’ investments may not compensate the investors adequately for the risks assumed. Special Situation Investments. The Funds may invest in companies involved in, or the target of, acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Funds may be required to sell their investments at a loss. Because there is substantial uncertainty concerning the outcome of the transactions involving financially troubled companies in which the Funds may invest, there is a potential risk of loss by the Funds of their entire investment in such companies. Special Purpose Acquisition Companies. The Funds may invest in special purpose acquisition companies (each, a “SPAC”), which are publicly traded companies formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more operating businesses that are typically not publicly-listed. Investments in SPACs are speculative and involve a high degree of risk. 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. Risks of Cannabis Investing. The Funds may invest in publicly-traded companies that are involved in the cannabis industry, including, without limitation, in the production, distribution and sales processes. These companies are expected to principally be organized and listed in Canada but may potentially be in other jurisdictions in which cannabis is legal and cannabis companies are able to list their shares on national securities exchanges. Although we believe that such investments offer the opportunity for significant gains, they also involve certain risks. While cannabis is currently legal in Canada, the legal framework is fairly new and untested, varies across provinces and territories, and results in an asymmetric and uncertain regulatory and market environment, different competitive pressures and significant additional compliance and other costs and/or limitations on a cannabis company’s ability to participate in such market. Additionally, the existence of a significant black market and lack of a futures market for cannabis products in Canada creates uncertainty in price discovery. Borrowing; Interest Rates; Margin. We and/or our affiliates borrow funds from brokerage firms and banks on behalf of the Funds to be able to increase the amount of capital available for marketable securities investments. The rates at which the Funds can borrow, in particular, will affect the operating results of the Funds. Even if the Funds make a profit on a trade, the interest expense incurred in carrying the position may exceed the profit generated by the trade. Any use of short-term borrowings or repurchase agreements will result in certain additional risks to the Funds. For example, should the securities pledged to brokers to secure the Funds’ margin accounts or repurchase obligation decline in value, the Funds could be subject to a “margin call,” pursuant to which the Funds must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Funds’ assets, the Funds might not be able to liquidate assets quickly enough to pay off their margin debt. Institutional Risks. Institutions have custody of the assets of the Funds. Certain assets of the Funds will be exposed to the credit risk of the dealers, brokers and exchanges through which we deal, whether we engage in exchange-traded or off-exchange transactions. These firms and/or financial institutions, regardless of how large or well-capitalized, may encounter financial difficulties that impair the operating capabilities or the capital position of the Funds. If any broker-dealer or other financial institution holding the Funds’ assets were to become bankrupt or insolvent, it is possible that the Funds would be able to recover only a portion, or in certain circumstances, none of their assets held by such bankrupt or insolvent entity. Counterparty Risk. Brokers may trade with an exchange as principals on behalf of the Funds, in a “debtorcreditor” relationship, unlike other clearing broker relationships where the broker is merely a facilitator of the transaction. Such broker could, therefore, have title to all of the assets of the Funds (for example, the transactions that the broker has entered into on behalf of the Funds as principal as well as the margin payments that the Funds provide). In the event of such broker’s insolvency, the transactions into which the broker has entered as principal could default, and the Funds’ assets could become part of the insolvent

broker’s estate, to the detriment of the Funds. The Funds’ assets may be held in “street name,” in which case, a default by the broker could cause the Funds’ rights to be limited to that of an unsecured creditor. To the extent that the Funds invest in swaps, derivative or synthetic instruments, or other over-thecounter transactions, including forward contracts, or, in certain circumstances, non-U.S. securities, the Funds may also take a credit risk with respect to the parties with whom they trade and may bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions, which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Assets held as collateral by the Funds’ prime broker may be re-hypothecated or otherwise used by the prime brokers for their own purposes to the extent permitted under general brokerage laws applicable to prime brokers. No restrictions have been imposed by the Funds on the transfer and reuse arrangements that the Funds may employ as a means of reducing the cost of the prime brokers or any other counterparty providing financing to the Funds. In addition, the Funds’ prime broker and trading agreements may contain certain provisions that allow a counterparty to either terminate the relevant agreement or require additional levels of collateral, as applicable, for various reasons. The termination of the relevant agreement may result in immediate payment by the Funds of the mark-to-market amount, or net liability, due under the agreement, and, if not immediately replaced, a loss of the previously held investment and/or hedging exposure. Discretion and Changes in Investment Strategy. We have considerable discretion in choosing the securities that may be acquired, and, subject to its fiduciary duties, we have the right to modify the investment strategy, selection criteria or hedging techniques used by Funds without the consent of the Fund investors. Financial Crises and Effects on Global Financial Markets. World financial markets have in the past experienced and may in the future experience extraordinary market conditions, including, among other things, extreme losses and volatility in securities markets and the failure of credit markets to function. In reaction to these events, regulators in the U.S. and several other countries previously have taken and may in the future take regulatory actions. However, global financial markets may remain volatile, and it is uncertain whether regulatory actions will be able to prevent losses and volatility in securities markets. It is possible that regulatory actions might increase the possibility of future volatility. Regulations may increase market fragmentation and decrease the global flow of capital as it may be too difficult for the Funds and other market participants to comply with multiple regulatory regimes. There may be significant new regulations that could limit the Funds’ activities and investment opportunities or change the functioning of capital markets, and there is the possibility of regional and/or worldwide economic downturn. Consequently, the Funds may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively managing its risks. Cybersecurity Breaches and Identity Theft. Our information and technology systems, and the systems of our affiliates, the Funds and their service providers and their portfolio companies may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, other security breaches and/or usage errors by their respective professionals. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time.

Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Although we and our affiliates have implemented measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, we, our affiliates, the Funds, their service providers and/or their portfolio companies may have to make a significant investment to fix or replace them. The failure of these systems for any reason could cause significant interruptions in such parties’ operations and/or a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm our reputation and/or the reputation of our affiliates, the Funds and/or their portfolio companies, subject any such entity and their respective affiliates to legal claims and/or otherwise affect their business and financial performance. Specifically, cyberattacks and the failure of such systems may interfere with the processing of investor subscriptions or redemptions, impact the Funds’ ability to value their assets, cause the release of confidential information and/or subject the Funds to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. The Funds also may incur substantial costs for cyber-security risk management to prevent any cyber incidents in the future. The Funds and the investors could be negatively impacted as a result. Use of Alternative Data. We purchase and use in our investment process alternative data, consisting of datasets culled from a variety of sources (including, among others, credit card panels, satellite imagery, geolocation and mobility data, app usage, social media sentiment, internet usage, transaction and payment records, and government and other public records databases), including through its incorporation in our research of target companies. The purchase, onboarding, analysis and interpretation of alternative data involves a high degree of uncertainty, and no assurance can be given that the use of alternative data by us will prove beneficial to the Funds. The use of alternative data involves an inherent risk that we may rely on data outputs that reflect faulty system logic or that are based on inaccurate or incomplete data inputs. Moreover, the use of alternative data for investment purposes has been subject to increased scrutiny from regulators, and its use or misuse under current or future laws and regulations, whether related to securities or privacy laws and regulations or otherwise, could create liability for us and for the Funds in various jurisdictions. We cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any regulatory investigations or formal actions could cause reputational, financial, or other harm to us, and/or the Funds. In addition, the use of alternative data may entail significant expense, which is expected to be borne, in whole or in part, by the Funds. Risk Management. The Funds’ investment program is speculative and entails substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved or that the Funds will be profitable, and results may vary substantially over time. We will focus on managing risk through the quality of its investment process and monitoring of investments. We may not broadly diversify the portfolio and, in such event, the Funds will bear greater risk with respect to each investment than would be the case with respect to a diversified portfolio. There can be no assurance that the investment objectives of the Fund will be achieved. In fact, many of the investment techniques utilized by the Funds may, in certain circumstances, exacerbate the adverse impact of particular transactions or conditions on the investment program of the Funds. Outsourced Trading. One or more Broker-Dealers (each, an “External Trading Desk”) has been, and may in the future be, engaged by the us on behalf of the Funds to execute and/or direct a portion of the

Funds’ trades on an outsourced basis. We believe that such engagement (i) may benefit investors in the Funds by providing access to each External Trading Desk’s knowledge and experience, connectivity to execution venues, proprietary and third-party trading technology and other services and (ii) is consistent with our duty to seek best execution. We have determined the terms of each engagement of an External Trading Desk to be at “arm’s-length” and commercially reasonable; however, such arrangements differ from the practices of many asset managers, which rely on employees of the asset manager to perform certain of these trading functions. Prospective investors should consider the risks inherent in any arrangement where we do not employ or otherwise exert direct control over the individuals carrying out key operational tasks such as trading. In particular, under the terms of its engagement, an External Trading Desk – unless directed by us to do otherwise – will have discretion on matters such as price, execution timing, venue, broker, and other aspects of trade execution. This discretion may permit an External Trading Desk to act as the executing broker for some or all of the orders for the account of the Funds that are given to it by us. While we will review the services performed by any External Trading Desk on a periodic basis, it is possible that, in the exercise of its discretion, an External Trading Desk will execute and/or direct trades under sub-optimal conditions or make trading-related errors that will negatively impact the Funds. Use of an External Trading Desk, and the manner in which we compensate the External Trading Desk, exposes the Funds to potential conflicts of interest that would be different than the conflicts of interest posed if we employed our own trading desk personnel. In addition, an External Trading Desk has, and is expected to continue to have, clients other than us and the Funds. Other client demands could place limitations on, or reduce the responsiveness of, an External Trading Desk, which may adversely affect the Funds and, thus, the Partnership. Further, the actions or omissions of an External Trading Desk may make it more difficult for the us to manage our own conflicts of interest and/or carry out and implement its policies and procedures, with respect to allocations of trades and investment opportunities, order aggregation and average pricing, cross trades, principal transactions and trade errors. While the majority of transactions are executed in-house the use of outsourced trading desks will increase the Funds’ expenses. As a result, the Funds’ expenses may be higher, as a result of paying such third party than if we traded directly with such brokers.

To address this conflict, we review the services and fees of the Administrator periodically to determine whether they remain appropriate and competitive with those of comparable service providers. The passive owner does not participate in our management including decisions regarding vendor selection, contract negotiation, or the ongoing evaluation of the Administrator. We believe it is in the best interest of the Funds to remain with Citco, particularly given the transition costs and operational risks inherent in any change of administrator. Cross-Trades A cross-trade occurs when an investment adviser affects a trade between two or more of its advisory clients. If we were to cause a cross-trade between two clients, it may result in a conflict of interest because the transaction may result in benefits to one client that may be greater than the benefits to the other client. Currently, the Funds are our only clients and they operate through a master-feeder structure. Accordingly, we do not anticipate that they will engage in cross-trades. If we manage additional client accounts in the future, we would only permit a cross-trade if we determine that it is in the best interests of, and is fair and equitable to, the participating clients. Cross-trades, if any, would generally be made at the closing price for the applicable security on such day or, if no closing price is available, at a price for the relevant security that is determined in accordance with our Valuation Policy. No brokerage commission, transfer fee or other commission would be paid to us or our affiliates in connection with any such transaction.

We will provide a copy of our Code of Ethics to any client or prospective client upon request. Personal Trading Policy Employees are generally prohibited from engaging in personal trading but are able to transact in exchange-traded funds and private investments after obtaining pre-approval from our Chief Compliance Officer (the “CCO”). Additionally, employees are required to provide our CCO with reporting relating to their trading activity and personal accounts. Our policies relating to personal trading also generally apply to an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee.

Participation or Interest in Client Transactions We make available to qualified prospective investors the opportunity to invest in the Funds. Our Principal has significant personal investments in the Funds. In addition, we or our affiliates are entitled to receive performance-based allocations from one or more Funds. We will not engage in any principal transactions unless we have determined that the transaction is in the relevant clients’ best interests and have obtained client consent in accordance with our written procedures and applicable law.

Such factors include but are not limited to: the ability to achieve prompt and reliable executions; the ability to obtain access to a security; the financial stability and reputation of the particular broker-dealer; the quality, comprehensiveness, frequency of available research and related services considered to be of value to the Funds; and the competitiveness of commission rates in comparison with other Broker-Dealers satisfying our and our affiliates other selection criteria. In selecting brokers to execute transactions (or series of transactions) and determining the reasonableness of the brokers’ compensation, we need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. We will not commit to provide any level of brokerage business to any broker, and actual brokerage business received by any broker may be less than the suggested allocations but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. As part of our quarterly Board of Directors meetings, we evaluate, among other things, the execution that we are receiving from brokers. In conducting its analysis, the committee may consider the factors listed above, among others, and reviews gifts and entertainment received, and any known conflicts of interests (e.g., directing commissions to a broker that a family member is employed). Outsourced Trading We have engaged one or more broker-dealers on behalf of our clients to execute and/or direct a portion of client trades on an outsourced basis (each, an “Outsourced Trading Desk”). We believe that such engagement (i) may benefit clients and investors by providing access to each Outsourced Trading Desk’s knowledge and experience, connectivity to execution venues, proprietary and third-party trading technology and other services and (ii) is consistent with our duty to seek best execution. However, such an arrangement differs from the practices of certain asset managers, which rely on their employees to perform certain of these trading functions. Under the terms of its engagement, an Outsourced Trading Desk — unless directed by us to do otherwise — will have discretion on matters such as price, execution timing, venue, broker, and other aspects of

trade execution. While we will review the services performed by any Outsourced Trading Desk on a periodic basis (see below), it is possible that, in the exercise of its discretion, an Outsourced Trading Desk will execute and/or direct trades under sub-optimal conditions or make trading-related errors that will negatively impact clients. Use of an Outsourced Trading Desk, and the manner in which we compensate the Outsourced Trading Desk, exposes clients to potential conflicts of interest that would be different than the conflicts of interest posed if we employed its own trading desk personnel. Specifically, when using an Outsourced Trading Desk, clients will bear the fees paid to such desk, which would not be the case if we traded internally. As a result, client expenses are expected to be higher than if we traded with brokers directly. We will only engage an Outsourced Trading Desk on what we consider to be “arm’s-length” and commercially reasonable terms. In addition, any Outsourced Trading Desk has, and is expected to continue to have, clients other than us and our clients. Other client demands could place limitations on, or reduce the responsiveness of, an Outsourced Trading Desk, which may adversely affect our clients. Arrangements with Outsourced Trading Desks may expose client transactions to information leakage similar to trading with other executing brokers. We will evaluate and monitor any Outsourced Trading Desk in a manner similar to other brokers and may incorporate additional elements to such review process. Research and Other Soft Dollar Benefits We have entered into soft dollar arrangements with brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements create a potential incentive to select a broker based on our interest in receiving the research or other products or services offered by such broker, rather than on our clients’ interests in receiving most favorable execution. Further, soft dollar arrangements pose a conflict of interest for us in that such arrangements allow us to pay with client commissions expenses that would otherwise be borne by us. When engaging in soft dollar transactions, we comply with the safe harbor requirements of Section 28(e) of the Exchange Act. Under this provision, in exercising our discretionary authority to select or arrange for the selection of brokers for execution of transactions for our clients, and, subject to our duty to obtain best execution, we may consider the value of research and brokerage products and services provided by such brokers. Accordingly, if we determine in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, a client may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service additional clients in the future and not exclusively in connection with the management of the clients that generated the particular soft dollar credits. Where a product or service obtained with client commission dollars provides both research and nonresearch assistance to us, we will make a reasonable allocation of the cost which may be paid for with client commission dollars.

We also execute securities transactions on behalf of the Funds with broker-dealers that provide us with access to proprietary research reports (such as standard investment research and credit reports). To our knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to us on an unsolicited basis and without regard to the rates of commissions charged or paid by clients or the volume of business that we direct to such broker-dealers. During our last fiscal year, we acquired research (such as proprietary research, and corporate access from brokers) with client brokerage commissions (or markups or markdowns). Brokerage for Client Referrals Subject to applicable law and from time to time, we route client brokerage business to brokers that refer prospective investors to us. Because such referrals, if any, are likely to benefit us but may not provide a benefit to our clients, we would have a conflict of interest with our clients when allocating brokerage business to such brokers. To mitigate this potential conflict, we will not allocate brokerage business to a referring broker unless we determine that such allocation is consistent with our best execution duties. Trade Error We may on occasion experience errors with respect to trades made on behalf of client accounts. We will not reimburse a client account for losses resulting from trade errors except to the extent that such reimbursement is in accordance with the terms of the exculpation provision in such client’s governing documents. Aggregation of Orders We will not aggregate trades while the Funds are our only clients, since they operate through a single master-feeder structure.

an annual basis, we provide investors with a copy of the relevant Fund’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1). Pursuant to “side letter” or other agreements, we may provide certain investors with access to more frequent and/or more detailed information regarding the Funds’ securities positions, performance, finances, and management and/or other information about the Funds or us (including notifications of withdrawals/redemptions from the Funds by us and/or our personnel), possibly enabling such investors to better assess the prospects and performance of the Funds. In addition, investors may be provided with certain information about us and the Funds in response to questions and requests. This information may not be distributed to other investors or prospective investors. Each investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

We generally vote in accordance with the Proxy Firm’s recommendations but may vote differently in our discretion. In assessing a proxy, we may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular client: (i) management of the issuer’s views and recommendations on such proposal, (ii) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other anti-takeover measure), and (iii) whether we believe that the proposal will fairly compensate management for its and/or the issuer’s performance. If we deem that the issue being voted upon is not material for us and our clients, or we determine that the cost of voting a proxy would exceed the expected benefit to our clients, we will not be obligated to vote on such matter. Conflicts of interest may arise between the interests of our clients and us or our affiliates. If we determine that we have, or could be perceived to have, a conflict of interest when voting proxies, we will vote in accordance with our proxy voting policies and procedures. We will provide a copy of our proxy voting policies and procedures to clients upon request. We will also disclose to clients how we voted proxies for securities owned by such client.