LB Partners LLC: investment adviser

The Clients are offering limited partnership interests (“Interests”) to certain qualified investors as described in Item 7, below (such investors or prospective investors are referred to herein as “Investors”).

C.

Client Tailored Services and Client Imposed Restrictions

D.

Wrap Fee Programs

E.

Assets Under Management

Advisory services are tailored to achieve the investment programs and objectives as described in the Clients’ Constituent Documents. Generally, LB Partners has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Clients or their Investors. Unless otherwise specified in the Constituent Documents, Clients may not impose restrictions on investing in certain securities or types of securities. LB Partners does not participate in wrap fee programs. LB Partners manages the assets of the Clients and has the following regulatory assets under management: Discretionary Amounts:

Non-Discretionary Amounts:

Date Calculated:

$191,306,535

$0

December 31, 2025

This incentive allocation may be subject to a hurdle rate and is generally between 10% and 15% and is typically made at the end of each calendar year; however, the incentive allocation may be received upon distribution of realized gains or withdrawals by Investors. LB Partners also manages a fixed income-biased fund that does not accrue any incentive allocations. LB Partners or its affiliates may, in its sole discretion, reduce, waive or calculate differently the incentive allocation with respect to any Investor. The incentive allocation will only be charged to accounts of those Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Adviser Act of 1940, as amended (the “Advisers Act”). 3.

Fee Comparison

The expenses of each Client, including the management fee and incentive allocation, may constitute a higher or lower percentage of average net assets than would be found in other investment vehicles or with other investment advisers. B.

Payment of Fees

C.

Third-Party Fees

Management fees, incentive allocations and third-party fees (discussed below) are deducted from Client assets. Management fees, which are paid in advance, are withdrawn at the beginning of the quarter. Incentive allocations are generally allocated as of the end of the calendar year or as of any date on which an Investor makes a withdrawal or receives a distribution from such Investor’s capital account(s). The Clients shall pay such costs and expenses as LB Partners shall reasonably determine to be necessary, appropriate, advisable or convenient to realize the Clients’ investment objective, including but not limited to: (i) management fees; (ii) all general investment expenses; (iii) all operating and administration expenses, including but not limited to, all custodial fees, accounting and audit,

brokerage commissions, clearing fees, borrowing charges, legal expenses, interest on margin and other borrowings, and taxes incurred in connection with the Clients’ account; and (iv) such other expenses as may be set forth in the Constituent Documents.

LB Partners’ fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the Clients. Such charges, fees and commissions are exclusive of and in addition to LB Partners’ management fee, and LB Partners shall not receive any portion of these commissions, fees, and costs. Please see Item 12 of this Brochure regarding brokerage practices. D.

Prepayment of Fees

E.

Outside Compensation for the Sale of Securities

LB Partners will pro rate the management fee for Interests held for less than a full quarter. Prepaid but unearned fees are refunded to the Clients and/or Investors, as the case may be. Neither LB Partners nor its supervised persons accepts compensation for the sale of securities or other investment products outside of its association with LB Partners.

The foregoing discussion in Item 5 represents LB Partners’ basic compensation arrangements. The management fees and incentive allocations described above are structured to comply with Rule 205-3 under the Advisers Act. Fees and other compensation are negotiable in certain circumstances and arrangements with any particular Investor may vary. Although LB Partners believes its fees are competitive, lower fees for comparable services may be available from other investment advisers.

This conflict is mitigated by the fact that the non-performance fee Fund generally holds a different asset class than the Funds that are subject to the performance fee and would not be included in an allocation of trades in the other Funds’ asset class, though there may be instances of positions that overlap between the Funds. Notwithstanding this potential conflict, LB Partners 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.

Investors in Clients paying a performance-based fee should be aware that investment advisers have an incentive to invest in riskier investments when paid a performance-based fee due to the higher

risk/higher reward attributes.

The minimum initial investment by an Investor depends on the Client and generally ranges between $500,000 to $1,000,000; provided however that, LB Partners or its affiliates may modify or waive any such minimums in its sole discretion.

These strategies generally focus on public equities but LB Partners is not required to invest solely in public equities. Further, each strategy pursues a different risk/return profile. As such, prospective Investors should carefully read the Constituent Documents to ensure they understand the specific investment strategy deployed by LB Partners with respect to the specific Client. Investing in securities involves risk of loss that Clients should be prepared to bear. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment program with LB Partners. Prospective Investors should read the entire Brochure as well as the Clients’ Constituent Documents and other materials

that may be provided by LB Partners and consult with their own advisers prior to investing in the Clients or engaging LB Partners’ services.

Investment and trading risk factors may include:

General Investment and Trading Risks. Investment in securities and other instruments involves a high degree of risk, including the risk that the entire amount invested may be lost. LB Partners may invest in securities and other financial instruments using strategies and investment techniques with significant risk characteristics. No guarantee or representation is made that LB Partners’ programs will be successful. LB Partners’ investment programs may utilize such investment techniques as option transactions, margin transactions, short sales, forwards, leverage and derivatives trading, the use of which can, in certain circumstances, maximize the adverse impact to which Clients may be subject.

Equity Investments. Equity investments may involve substantial risks and may be subject to wide and sudden fluctuations in market value, with a resulting fluctuation in the amount of profits and losses. There are no absolute restrictions in regard to the size or operating experience of the companies in which the Clients’ assets may be invested into (and relatively small companies may lack management depth or the ability to generate internally, or obtain externally, the funds necessary for growth and companies with new products or services could sustain significant losses if projected markets do not materialize). Equity prices are directly affected by issuer specific events, as well as general market conditions. In addition, in many countries investing in common stocks is subject to heightened regulatory and self-regulatory scrutiny as compared to investing in debt or other financial instruments.

Common Stocks and Equity-Related Securities. Prices of common stock react to the economic condition company that issued the security, industry and market conditions, and other factors and may fluctuate widely. Investments related to the value of stocks may rise and fall based on an issuer’s actual and anticipated earnings, changes in management, the potential for takeovers and acquisitions, and other economic factors. Similarly, the value of other equity-related securities, including preferred stock, warrants and options may also vary widely.

Small- and Mid-Cap Risks. Securities of small-cap issuers may present greater risks than those of large-cap issuers. For example, some small- and mid-cap issuers often have limited product lines, markets, or financial resources. They may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment research analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. The market prices of securities of small- and midcap issuers generally are more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers. Additionally, transaction costs in securities of small- and mid-cap issuers may be higher than in those of largecap issuers.

Private Company Investments. Investments in privately held companies are generally illiquid and there are no readily available market prices. A private company’s operating results in a

specified period will be difficult to predict and the company may not have a long operating history. Such investments involve a high degree of business and financial risk that can result in substantial losses.

Derivative Investments. The prices of derivative instruments, including options, are highly volatile. Price movements of options contracts 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. The value of options also depends upon the price of the instruments underlying them. In addition, Client assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties.

Convertible Securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles its holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable nonconvertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the investment value of convertible securities. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security is called for redemption, the Clients will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third-party. Any of these actions could have an adverse effect on the ability to achieve a Clients’ investment objective. Exchange Traded Funds. ETFs are a type of index fund bought and sold on a securities exchange. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs

have management fees that increase their costs. ETFs are also subject to other risks, including: (i) the risk that their prices may not correlate perfectly with changes in the underlying index; and (ii) the risk of possible trading halts due to market conditions or other reasons that, in the view of the exchange upon which an ETF trades, would make trading in the ETF inadvisable.

Debt and Other Income Securities. Income securities are subject to interest rate, market and credit risk. Interest rate risk relates to changes in a security’s value as a result of changes in interest rates generally. Even though such instruments are investments that may promise a stable stream of income, the prices of such securities are inversely affected by changes in interest rates and, therefore, are subject to the risk of market price fluctuations. In general, the values of fixed income securities increase when prevailing interest rates fall and decrease when interest rates rise. Because of the resetting of interest rates, adjustable-rate securities are less likely than non-adjustable rate securities of comparable quality and maturity to increase or decrease significantly in value when market interest rates fall or rise, respectively. Market risk relates to the changes in the risk or perceived risk of an issuer, industry, country or region. Credit risk relates to the ability of the issuer to make payments of principal and interest. The values of income securities may be affected by changes in the credit rating or financial condition of the issuing entities. Income securities denominated in non-U.S. currencies are also subject to the risk of a decline in the value of the denominating currency relative to the U.S. dollar. Debt securities may not satisfy any minimum credit rating standard, and may include instruments that are considered to be of relatively poor standing and have predominantly speculative characteristics with respect to capacity to pay interest and repay principal. Fixed Income Securities. The value of fixed income securities (including sovereign debt instruments) will change in response to fluctuations in interest rates. In addition, the value of certain fixed income securities can fluctuate in response to perceptions of credit worthiness, political stability or soundness of economic policies. Valuations of other fixed income instruments may fluctuate in response to changes in the economic environment that may affect future cash flows. Except to the extent that values are independently affected by currency exchange rate fluctuations, when interest rates decline, the value of fixed income securities generally can be expected to rise. Conversely, when interest rates rise, the value of fixed income securities generally can be expected to decline. The longer a debt security’s duration, the more sensitive such debt security is to this risk.

PIPES and Other Restricted Securities. In a Private Investments in Public Equity (“PIPE”) transaction, the Client typically purchases unregistered equity securities of a class of securities that is publicly traded and receives registration rights with respect to the unregistered securities that it purchases. The securities are not publicly tradable when the Client purchases them, however, and they may never become publicly tradable. Restricted securities generally are difficult or impossible to sell at prices comparable to the market prices of similar securities that are publicly traded. It is highly speculative as to whether and when an issuer will be able to register its securities so that they become eligible for trading in public markets.

Futures, Commodities, and Derivative Investments. The prices of commodities contracts and derivative instruments, including futures and options, are highly volatile. Payments made pursuant to swap agreements may also be highly volatile. Price movements of commodities, futures and options contracts and payments pursuant to swap agreements 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. The value of futures, options and swap agreements also depends upon the price of the commodities underlying them. In addition, Client assets are also subject to the risk of the failure of any of the exchanges on which its positions trade or of its clearinghouses or counterparties. Highly Volatile Markets. The prices of financial instruments can be highly volatile. Price movements of forward and other derivative contracts 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. Clients are also subject to the risk of failure of any of the exchanges on which their positions trade or of its clearinghouses. Use of Leverage and Financing. A Client may pledge its securities in order to borrow additional funds for investment purposes. Any event which adversely affects the value of an investment by the Client would be magnified to the extent the Client is leveraged. The cumulative effect of the use of leverage by a Client in a market that moves adversely to the Client’s investments could result in a substantial loss that would be greater than if the Client were not leveraged. Hedging Transactions. While a Client may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Client than if it had not engaged in any such hedging transactions. For a variety of reasons, LB Partners may not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent a Client from achieving the intended hedge or expose the Client to risk of loss. Derivatives and Hedging. Derivatives are financial instruments or arrangements in which the risk and return are related to changes in the value of other assets, reference rates or indices. A Client’s ability to profit or avoid risk through investment or trading in derivatives will depend on LB Partners’ ability to anticipate changes in the underlying assets, reference rates or indices.

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 such decline exceeds the transaction costs and the costs of borrowing the securities. 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 the Client of buying those securities to cover the short position. There can be no assurance that the securities necessary to cover a short position are available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

Limited Diversification. Investments may be primarily focused geographically in certain countries. Furthermore, broad diversification of investments in number or by industry or geography is not a primary investment requirement of LB Partners. At times, LB Partners may invest the Funds in a very limited number of securities and have significant position concentration. Certain of the Funds may own only one company’s or industry’s securities. This limited diversity could expose Clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those investments.

Non-U.S. Securities. Investments in securities of non-U.S. issuers pose a range of potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers.

Emerging Markets. In addition to the risks associated with investments outside of the United States, investments in emerging markets (i.e., the developing countries) may involve additional risks. Emerging markets generally are not as efficient as those in developed countries. In some cases, a market for the security may not exist locally, and transactions will need to be made on a neighboring exchange. Volume and liquidity levels in emerging markets are lower than in developed countries. When seeking to sell emerging market securities, little or no market may exist for the securities. In addition, issuers based in emerging markets are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. Furthermore, the quality and reliability of official data published by the government or securities exchanges in emerging markets may not accurately reflect the actual circumstances being reported. The issuers of some of non-U.S. securities, such as banks and other financial institutions, may be subject to less stringent regulations than would be the case for issuers in developed countries and therefore potentially carry greater risk. Custodial expenses for a portfolio of emerging markets securities generally are higher than for a portfolio of securities of issuers based in developed countries. Many of the laws that govern private and foreign investments, securities transactions, creditors’ rights and other contractual relationships in non-U.S. countries, particularly in developing countries, are new and largely untested.

Illiquid Investments. Securities and other assets may be subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and a Client may not be able to sell them when it desires to do so or to realize what it perceives 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 Clients 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. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale.

Counterparty Risk. Transactions may be effected in “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange–based” markets. This exposes Clients to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing Clients to suffer a loss.

Catastrophic Events Risk. The value of securities may decline as a result of various catastrophic events, such as pandemics, natural disasters, and terrorism. Losses resulting from these catastrophic events can be substantial and could have a material adverse effect on LB Partners’ business and the Funds.

More information about the Clients’ investments and the associated risk factors is available in the Constituent Documents.

The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment with LB Partners. Prospective Investors and Clients should read the entire Brochure as well as the Constituent Documents and other materials that may be provided by LB Partners and consult with their own advisers prior to engaging the Firm’s services.

LB Partners currently provides management and investment advisory services to Clients that follow investment programs similar to or different from one another. A number of actual and potential conflicts of interest between the Clients could exist, including the possibility of conflict with respect to the allocation of investment opportunities among the Clients. LB Partners has sole discretion to resolve such conflicts as it determines to be appropriate, consistent with its fiduciary duties to Clients. Affiliates to the Firm include general partners for the pooled investment vehicles managed by LB Partners. These affiliates are under common control with the Firm.

Currently an officer of the Firm serves on the board of a private company owned by the Funds managed by LB Partners. Accordingly, this could create a conflict where their fiduciary duty to the portfolio company may conflict with their fiduciary duty to the Fund. In such circumstances, any such employee or officer will act in accordance with their fiduciary duty to the portfolio company rather than any fiduciary duty such person may have to the applicable Fund. D.

Selection of Other Advisors or Managers

LB Partners may select private fund investments for the Funds which are managed by unaffiliated, third-party managers. LB Partners does not receive any direct or indirect compensation from these third-party managers.

When persons covered by the Code engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times, the interests of the Clients must be paramount; (b) personal transactions must be conducted consistent with the Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility. Employees covered by the Code have certain trading restrictions and reporting obligations of their personal securities transactions. Each Employee is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Employee who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer. LB Partners will provide a copy of its Code of Ethics to Investors and prospective Investors upon request. Such a request may be made by submitting a written request to LB Partners at the address on the cover page to this Brochure. Neither LB Partners nor its related persons recommend to Clients, or buys or sells for Client accounts, securities in which LB Partners or a related person has a material financial interest. From time to time, LB Partners, its Employees and/or the related persons may also personally buy or sell the same instruments that LB Partners buys or sells for Clients, and they may own securities, or options on securities, of issuers whose securities are subsequently bought for Clients because of LB Partners’ recommendations regarding a particular security. LB Partners’ policy as to such transactions is that neither LB Partners nor any of its Employees or related persons are to benefit from price movements that may be caused by transactions for Clients or otherwise. LB Partners addresses this conflict by requiring Employees to sign and adhere to LB Partners’ Code of Ethics and to report personal securities holdings and transactions to LB Partners. All employees are required to pre-clear with the Chief Compliance Officer any personal securities transaction in specified securities, including IPOs and limited offerings .

D.

Trading Securities At/Around the Same Time as Clients’ Securities

As discussed above, from time to time, LB Partners, its Employees, or related persons of LB Partners may buy or sell securities for themselves that LB Partners also recommends to the Client. LB Partners will always document any transactions that could be construed as conflicts of interest and will always transact Client business before the business of its Employees and/or related persons when similar securities are being bought or sold.

investment practices generally and techniques employed by Clients and certain brokerage or research services provided by such brokers and clearing and settlement capabilities, subject at all times to principles of best execution, in accordance with LB Partners’ policies and procedures. In selecting broker/dealers to execute transactions, the LB Partners need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. LB Partners believes that the broker-dealers that it recommends provide competitive transaction and custody costs, helping Clients to eliminate or control costs and optimize the custodial structure to the benefit of account holders. When possible, LB Partners seeks to pre-negotiate preferred terms for its Clients, providing Clients with the benefits associated with the economy of scale and custodial knowledge of the Firm. 1.

Research and Other Soft Dollar Benefits

LB Partners has engaged Marex Prime Services ("Marex," formerly Cowen Outsourced Trading) to serve as the Firm's outsourced trading desk for certain Funds. Under this arrangement, Marex executes and settles securities transactions for the Funds and handles the substantial majority of the Funds' trading activity. LB Partners does not maintain an internal trading desk.

Marex is compensated for its services solely through commissions charged to the Funds on the transactions it executes (for example, a per-share commission on U.S. equity trades). For transactions Marex directs to outside executing brokers, the Funds pay the executing broker's negotiated commission plus an additional per-share service fee to Marex. The tools and processes Marex uses to execute and settle the Funds' trades — including the electronic connectivity through which LB Partners transmits orders to Marex and Marex's own trade processing, reporting, and settlement functions — are part of Marex's performance of its execution and settlement services and are not separate products or services provided to LB Partners.

LB Partners does not participate in any commission-credit or third-party soft dollar program under which client commissions generate credits used to pay for research or other vendor expenses. The outsourced trading arrangement presents conflicts of interest, including the following:

- Cost of trading function. Because Marex is compensated through commissions borne by the Funds, LB Partners avoids the expense of employing an internal trading desk, an expense the Firm would otherwise bear itself. LB Partners therefore has an incentive to maintain an outsourced trading arrangement compensated through client commissions.

- Incentive to trade through Marex. Because the Funds pay Marex a service fee on transactions executed through other brokers in addition to those brokers' commissions, trading away from Marex increases the Funds' total transaction costs. LB Partners therefore has an incentive to direct transactions to Marex for execution rather than to other brokers, even where another broker might otherwise be selected. LB Partners addresses these conflicts through its duty to seek best execution for client transactions. The Firm conducts periodic, documented reviews of the Marex arrangement and of execution quality generally, considering factors including execution quality, commission rates and their reasonableness relative to comparable execution-only arrangements, responsiveness, trading expertise, access to liquidity, financial stability, and operational capability. In addition, the Firm makes a periodic good-faith determination that the commissions paid by the Funds are reasonable in relation to the value of the brokerage and research services received from executing brokers. To avoid favoring Marex over other suitable executing brokers, LB Partners implements annual trading percentage guidelines that establishes set trade allocations between the Firm’s approved executing brokers. 2.

Brokerage for Client Referrals

3.

Directed Brokerage

4.

Aggregating Trading for Multiple Client Accounts

LB Partners does not consider, in selecting or recommending broker-dealers, Client referrals from a broker-dealer. LB Partners may receive referrals in the future and if it does it will appropriately amend this Brochure. LB Partners does not accept directed brokerage. Securities transactions in the Funds are executed by brokers selected by LB Partners in its discretion and without the consent of Fund Investors. LB Partners may (but is not required to) combine orders on behalf of one Client account with orders for other Client accounts for which it or its principals have trading authority, or in which it or its principals have an economic interest. When it does, LB Partners will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average

price basis among the various participants. LB Partners believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to a Client than if that Client had been the only account effecting the transaction or had completed its transaction before the other participants. Because of LB Partners’ relationship to the Clients it manages by virtue of its position as an investment manager, there may be circumstances in which transactions for those entities may not, under certain laws, regulations and internal policies, be combined with those of some of LB Partners’ and its affiliates’ other Clients, which may result in less advantageous execution for those Clients.

LB Partners may place orders for the same security for different Clients at different times and in different relative amounts due to differences in investment objectives, cash availability, size of order and practicability of participating in “block” transactions. The level of participation by different Clients in the same security may also be dependent upon other factors relating to the suitability of the security for the particular Client. In addition, LB Partners and/or its related persons or Clients may buy or sell specific securities for its or their own account that are not deemed appropriate for Client accounts at the time, based on personal investment considerations that differ from the considerations on which decisions as to investments in Client accounts are made. Where execution opportunities for a particular security are limited, LB Partners attempts in good faith to allocate such opportunities among Clients in a manner that, over time, is equitable to all Clients.

Reviews may take place more frequently if triggered by economic, market, or political conditions. Investors in the Clients receive quarterly unaudited capital account statements and annual audited financial statements. LB Partners or the Clients may provide to any Investor (or the Investor’s designated agents)

statements, reports and other communications relating to the Clients or the Investor’s investment in the Clients exclusively in electronic form, such as e-mail, without separate mailing of paper copies, provided that the Investor consents to receive such statements, reports and other communications in such format.

LB Partners intends to employ the safeguarding procedures described in Rule 206(4)-2(b)(4) of the Advisers Act, which exempts LB Partners from certain obligations so long as LB Partners (i) engages an independent accounting firm registered with the Public Company Accounting Oversight Board to conduct an annual audit of the Client, and (ii) distributes audited financial statements prepared in accordance with U.S. generally accepted accounting principles to all Investors within 120 days after the Clients’ fiscal year end.

Although many proxy proposals can be voted in accordance with LB Partners’ proxy voting guidelines, some proposals will require special consideration, and LB Partners will make a decision on a case-by-case basis in certain situations. Where a proxy proposal raises a material conflict between LB Partners’ interests and the interests of the Funds, LB Partners will seek to resolve the conflict in the best interest of the Funds. It is not possible for investors in a Fund to direct votes made by LB Partners on behalf of the Funds.

A copy of LB Partners’ proxy voting policies and procedures and how LB Partners voted, are available upon request.