Fivespan Partners, LP: investment adviser

Fivespan provides investment advisory services to private funds via a master-feeder structure, whereby Fivespan Partners Onshore, LP, a Delaware limited partnership (the “Domestic Fund”), and Fivespan Partners Offshore, LP a Cayman Islands exempted limited partnership (the “Offshore Fund” and together with the Onshore Fund, the “Fivespan Feeder Funds”), invest all of their investable assets in Fivespan Partners Fund, Ltd, a Cayman Islands exempted company (the “Fivespan Master Fund”, and together with the Fivespan Feeder Funds, the “Fivespan Funds”). Fivespan also provides investment advisory services to certain special purpose vehicles via a master-feeder structure, whereby Alouette Onshore, LP, a Delaware series limited partnership (the “SPV Domestic Fund”), and Alouette Offshore SPC, Ltd, a Cayman Islands exempted segregated portfolio company (the “SPV Offshore Fund” and together with the SPV Domestic Fund, the “SPV Feeder Funds”), invest all of their investable assets in Alouette SPC, Ltd, a Cayman Islands exempted segregated portfolio company (the “ SPV Master Fund”, and together with the SPV Feeder Funds, the “SPV Funds”). Collectively, the Fivespan Master Fund and the SPV Master Fund are referred to herein as the “Master Funds”. Unless otherwise specified, the Domestic Fund, the Offshore Fund, the Fivespan Master Fund, the SPV Domestic Fund, the SPV Offshore Fund, and the SPV Master Fund are each referred to as a “Fund” and collectively, as the “Funds”. Fivespan Partners Fund General Partner, LLC (the “Fivespan General Partner”) is the general partner of the Fivespan Feeder Funds. Alouette GP, LLC (the “SPV General Partner” and together with the Fund General Partner, the “General Partners”) is the general partner of the SPV Domestic Fund. The CIO, as the managing member of the General Partners, controls the General Partners. The Co-Founder is a non-managing member of the General Partners. Fivespan provides discretionary investment management services to the Funds, interests in which are offered to Investors (as defined below) on a private placement basis pursuant to investment guidelines set forth in the relevant governing and offering documents of the Funds, including any partnership agreement, investment management agreement, and/or private placement memorandum, private placement memorandum supplement, and/or subscription agreement, as the case may be (each, a “Governing Document”, and collectively, the “Governing Documents”). Fivespan does not tailor its advisory services to the individual investors of any Fund (each an "Investor" and collectively the “Investors”), or provide Investors with the right to specify, or restrict the Funds’ investment objectives or any investment or trading decisions. Investors may subscribe for interests in a Fund pursuant to the terms as set forth in the Governing Documents of the relevant Fund. Fivespan may enter into “side letter” or other similar agreements (collectively “Side Letters”) with certain Investors that may waive or modify the application of, or grant special or more favorable rights than those set forth in the Governing Documents, with respect to such Investors, to the extent permitted by applicable law. To effect such waivers or modifications or the grant of any special or more favorable rights, the Funds may create additional classes of interests in the Funds for certain Investors that provide for, among other things, (i) greater transparency into the Master Fund’s portfolio; (ii) different or more favorable withdrawal rights, such as more frequent withdrawals or shorter withdrawal notice periods; (iii) greater information than may be provided to other Investors; (iv) different fee or incentive compensation terms; (v) more favorable transfer rights; or (vi) key-person notifications. Fivespan does not participate in wrap fee programs.

As of December 31, 2025, Fivespan managed approximately $1,000,342,772 of regulatory assets under management on a discretionary basis.

Management Fee As an investment adviser to the Fivespan Feeder Funds, as further described in the Fivespan Funds’ Governing Documents, Fivespan generally receives a blended management fee of up to 1.75% of the net asset value of the Fivespan Feeder Funds, depending on the particular class of interest of the Fivespan Feeder Funds and the total capital of the Fivespan Master Fund (such fee, the “Management Fee”). Total capital represents the sum of (i) the net asset value of the Fivespan Master Fund attributable to direct and indirect investors therein that are charged a Management Fee and subject to an Incentive Allocation (as defined in Item 6) and (ii) the aggregate amount of uncalled capital commitments of the direct and indirect investors of the Fivespan Master Fund that are charged a Management Fee and subject to an Incentive Allocation (as defined below) (“Total Capital”). The Fivespan Feeder Funds will pay a Management Fee for each fiscal quarter, in advance, equal to one quarter of the applicable Management Fee rate multiplied by the balance of each Capital Account of an Investor (and corresponding “Special Investment” accounts (as defined in Item 8)) as of the beginning of such fiscal quarter (before taking into account the estimated accrued Incentive Allocation, if any). Management Fees are generally pro-rated for partial periods. The SPV Funds are structured as series-based entities. The terms applicable to Investors in the SPV Funds, including Management Fee and Incentive Allocation rates, will be governed at the segregated portfolio level, as promulgated by private placement memorandum supplements issued specific to the relevant segregated portfolio. Fivespan, in its sole discretion, may reduce, waive or calculate differently the Management Fee for certain Investors, including but not limited to, the Managing Partners and any other current or former member, partner, affiliate, consultant, or employee of or to the General Partners or the Firm, any member of the immediate family of any such person, and any trust or other entity established for the benefit of any such person that invests directly or indirectly in the Feeder Funds (each, an “Investment Manager-Related Investor”). Incentive Allocation The General Partners may be allocated performance-based compensation (“Incentive Allocation”) at the end of each fiscal year or upon an Investor’s withdrawal or redemption from the applicable Fund, as more fully described in the applicable Governing Documents. As it relates to the Fivespan Feeder Funds, each Investor will select one of two Incentive Allocation options in respect of the applicable class of interests at the time of its investment in a Fivespan Feeder Fund. The Incentive Allocation for the Fivespan Feeder Fund, if any, generally ranges from 17.5% to 20% of net profits in excess of a compounding hurdle rate or compounding market preferred return derived from a selected market index, with both options being subject to loss carryforward provisions. Net profits include both realized gains and losses and unrealized gains and losses of securities held in each Fund’s portfolio. As it relates to the SPV Funds, the SPV General Partner may be allocated Incentive Allocation at the end of each fiscal year or upon an Investor’s withdrawal or redemption from the applicable SPV Feeder Fund, as more

fully described in the Governing Documents. Net profits include both realized gains and losses and unrealized gains and losses of securities held in each Fund’s portfolio. In the sole discretion of the General Partners, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain Investors, including, without limitation, any Investment Manager-Related Investors. To facilitate any such waiver, reduction or different calculation, the Funds may issue partnership interests of a separate class, series or sub-series. Performance-based fees are subject to regulation under Section 205 of the Advisers Act and Rule 205-3 thereunder and may only be charged to “qualified clients”. Therefore, Fivespan seeks to ensure that any Investors in a Fund that are directly or indirectly assessed an Incentive Allocation satisfy the qualifications of Rule 205-3 under the Advisers Act. The General Partners may at any time redeem the portion of its shares in the Master Funds equal to all or a portion of the Incentive Allocation previously allocated in respect of such shares in the Master Funds and any appreciation thereon. Other Fees and Expenses Each Fund bears all of its operating expenses and its pro rata share of the operating expenses of the Master Funds and all trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles through which the Master Funds invest or intend to invest (collectively, the “Fund Expenses”), including such costs incurred at or prior to the formation of each Fund and prior to the date on which the Fund or the Master Funds first accept subscriptions, which expenses will include, without limitation: (i) organizational and offering expenses; (ii) expenses associated with all investments and transactions considered, evaluated and/or consummated by the Master Funds, or any such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, as well as overall consideration and evaluation of such entities’ portfolio, including, without limitation, those expenses incurred before the initial closing of the Fund, 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, data and research on-boarding, ingestion, aggregation, and analysis, third-party research, data, analytics, modeling, risk, structuring, pricing, execution and other third-party information, technology, hardware, software or other technology systems, including, without limitation, installation and maintenance, software and service fees (including, without limitation, the expenses with respect to data, data feeds, subscriptions, expert networks, political intelligence providers and reports); (iii) fees and expenses related to activist campaigns (including those for research, consultants, experts, investment bankers, proxy solicitors, legal counsel, public relations firms, proxy contests, solicitations and tender offers, and compensation, indemnification and other expenses of any nominees proposed by Fivespan as directors or executives of subject companies); (iv) the costs of research-related computer hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions and other market information systems, as well as the costs of research management systems and corporate access tracking systems; (v) the costs of Fivespan’s portfolio management system and any other software used for accounting and/or monitoring of the portfolio, including, without limitation, subscriptions relating to, among other things, trading and order management systems and services; (vi) expenses associated with holding, financing, monitoring, hedging, maintaining and disposing of all investments of the Master Funds and any trading vehicle and all transaction and other costs associated therewith, including, without limitation, expenses associated with proxy research and voting services; (vii) travel and related expenses associated with investments and potential investments; (viii) professional fees associated with investments and potential investments, including, without limitation, consulting (including related to activist campaigns or otherwise), due diligence, accounting, valuation, financial, legal and other advisory fees and expenses; (ix) 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 of the Master Funds and any trading vehicle, including, without limitation, fess, expenses and commission paid in connection with outsourced trading; (x) expenses associated

with legal and regulatory filings of the Funds or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, in the United States, the Cayman Islands, or in any other jurisdiction, including, without limitation, pursuant to Sections 13 and 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Hart–Scott–Rodino Antitrust Improvements Act of 1976, as amended, as well as the expenses associated with preparation and filing of Fivespan’s Form 13F, Form 13H and Form PF, if applicable, and any other similar filing in any other U.S. or non-U.S. jurisdiction; (xi) administrative, custodial, appraisal, valuation, legal, regulatory, compliance, consulting, advisory and similar fees, and expenses associated with the Master Funds’ or such trading vehicles’, including subsidiaries’, intermediate funds’ and/or special purpose vehicles’, operations, investments and transactions, including, without limitation, fees and expenses of the Funds’ administrator; (xii) 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 with respect to the Funds or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles; (xiii) broken-deal, failed transaction, break-up and similar fees, costs and expenses (if any); (xiv) costs and expenses of leverage or any other borrowings of the Master Funds, or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, including, without limitation, interest charges and fees; (xv) expenses incurred in the collection of monies owed to the Funds or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, as applicable; (xvi) auditing and accounting expenses, 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; (xvii) any taxes, fees or other governmental charges, including, without limitation, any withholding taxes; (xviii) costs and expenses associated with investor communications and reports and the delivery thereof to investors; (xix) 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; (xx) costs and expenses associated with meetings of the Investors, including, without limitation, the reasonable costs of Fivespan’s travel to such meetings; (xxi) insurance expenses, including, without limitation, general partner liability insurance and other policies, if any, including directors’ and officers’ liability insurance and errors and omissions insurance; (xxii) costs and expenses (including, without limitation, taxes, fees or other governmental charges) associated with the formation, organization and operation of any trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, or similar entity formed with respect to investments, credit facilities or other transactions entered into for the benefit of the Master Funds or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles; (xxiii) wind-up, liquidation, termination and dissolution expenses; (xxiv) 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, CFTC filings and notices and other securities and/or investment-related filing expenses; (xxv) costs related to any transfers of Interests, unless otherwise charged to or borne by the applicable transferor and/or transferee; (xxvi) expenses incurred in connection with the preparation of, and any amendment to, the Governing Documents, as well as the preparation of, compliance with and amendment to any side letter entered into by the Funds; (xxvii) expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding by the Funds or any such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles; (xxviii) any extraordinary expenses (including, without limitation, all litigationrelated and indemnification and contribution expenses, including, without limitation, the amount of any judgment or settlement paid in connection therewith); (xxix) fees of the independent members of any advisory committee or governance board; (xxx) the Management Fee; and (xxxi) all other fees, costs, charges and expenses associated with the business, affairs and/or operations of the Funds or such trading vehicles, including subsidiaries, intermediate funds and/or special purpose vehicles, including, without limitation, any other cost that may otherwise be paid with soft dollars pursuant to Section 28(e) of the Exchange Act. Fivespan seeks to fairly allocate expenses among the Funds and any co-investors. Generally, Funds and coinvestors that own an investment will share in expenses related to such investment, including expenses originally charged solely to any Fund(s). However, it is not always possible or reasonable to allocate or reallocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment) and the financial and other terms governing the relationship of the co8

investor to the Funds with respect to the investment, and, as a result, there likely will be occasions where coinvestors do not bear a proportionate share of such expenses and a Fund(s) instead bears all or a portion of those amounts. In addition, where a potential investment is contemplated but ultimately not consummated, potential co-investors generally will not share in any expenses related to such potential investment, including expenses borne by any Fund with respect to such potential investment.

This research process seeks to identify investment opportunities based on factors including, but not limited to, strong and predictable growth, sustainable competitive advantages, high returns on invested capital, valuation dislocation and opportunity for constructive engagement. These factors are analyzed through detailed fundamental analysis that typically includes an evaluation of a company’s long-term growth potential, business model, market structure and management team. Fivespan seeks to apply this rigorous research process to a focused universe of high-quality businesses based predominantly in the U.S., Canada, Australia, and the United Kingdom. Fivespan may invest in certain assets or securities on behalf of the Fivespan Funds it believes either may not have a readily assessable market value or should be held until the resolution or occurrence of an event or circumstance and which Fivespan, in its sole discretion, designates as a special investment (each such investment, an “Original Special Investment”). In addition, Fivespan may, from time to time, in its sole discretion, designate an existing investment that it deems to have become illiquid or without a readily ascertainable market value as a special investment (each such investment, a “Transitioned to Special Investment” and together with any Original Special Investment, a “Special Investment”). A Special Investment may include (in addition to the assets or securities being so designated by Fivespan) corresponding hedging and financing positions, if any, and any fees and expenses expected to be incurred with respect to any Special Investments over the term of such investment A full description of the Firm’s investment strategy and processes are included in the related Fund’s Governing Documents. Material Risks Related to Investment Strategy The following is a summary of certain material risks associated with an investment in the Funds. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds. For a complete explanation of these risk factors, Investors should review the relevant Governing Documents, which contain additional explanations not discussed below. Risk of Loss. An investment in the Funds is speculative and involves a significant degree of risk. The Funds are designed for sophisticated investors that are able to bear a substantial loss of capital. No guarantee or representation is made that the Funds' investment program, including the Funds' investment objectives, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Legal and Regulatory Environment for Private Investment Funds and their Managers. The legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of the Funds to pursue its investment program and the value of investments held by the Funds. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of the Funds to pursue its investment program or employ brokers and other counterparties could have

a material adverse effect on the Funds and the Investors’ investments therein. In addition, Fivespan may, in its sole discretion, cause the Funds to be subject to certain laws and regulations if it believes that an investment or business activity is in the Funds’ interest, even if such laws and regulations may have a detrimental effect on one or more Investors. Systemic Risk. Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearing houses, banks, securities firms and exchanges with which the Fund interacts, as well as the Funds, are all subject to systemic risk. A systemic failure could have material adverse consequences on the Funds and on the markets for the securities in which the Funds seek to invest. No Operating History. Each of the Funds, the General Partner and Fivespan is a newly formed entity and does not have any operating history upon which prospective and current Investors can evaluate their anticipated performance. The investment professionals of Fivespan have been using investment strategies similar to the investment strategies described herein for several years. However, there can be no assurance that the Funds or Fivespan will be successful. Dependence on Fivespan. The success of the Funds is dependent upon the ability of Fivespan to manage and effectively implement the Funds’ investment program. The Funds’ Governing Documents do not permit the Investors to participate in the management and affairs of the Funds. If Fivespan were to lose the services of the Principal or the Co-Founder or the Funds managed by Fivespan were to incur substantial losses, Fivespan might not be able to provide the same level of service to the Funds as it has in the past or continue operations. The loss of the services of Fivespan could have a material adverse effect on the Funds and the Investors’ investments therein. Alternative Data. Fivespan uses alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data”. Fivespan applies these alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne—in whole or in part—by the Funds. No assurance can be given that Fivespan will be successful in utilizing alternative data in its investment process. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Fivespan and the Funds in numerous jurisdictions. Fivespan cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to Fivespan or to the Funds. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. Liquidity of Special Investment Accounts. Fivespan intends to make certain investments in Special Investments. Such Special Investments may not be readily disposable and, in some cases, may be subject to contractual, statutory or regulatory prohibitions on disposition for a specified period of time. The market value of Special Investments may fluctuate with, among other things, changes in prevailing interest rates, general economic conditions, the condition of financial markets, developments or trends in any particular industry and the financial condition of the issuers of the securities or other financial instruments in which the Funds invest. Capital invested in Special Investments generally is not available for withdrawal or distribution until a realization or deemed realization occurs with respect to the respective Special Investment. An Investor will continue to participate in unrealized Special Investments irrespective of whether such Investor has otherwise withdrawn from the Funds, and the Funds may be required to hold Special Investments for several years, if not longer. Additionally, the General Partners may designate a new Special Investment after an Investor has submitted a withdrawal request, but before a withdrawal date relating to such withdrawal request, which may reduce such withdrawing Investor’s

withdrawal proceeds if there is insufficient cash available to pay such withdrawal proceeds. Uncertain Exit Strategies of Special Investments. Due to the illiquid nature of Special Investments, Fivespan is unable to predict the ultimate exit strategy for certain of its Special Investments, or that one will definitely be available prior to the dissolution of the Funds. Exit strategies that appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political, regulatory or other factors. As a result, the Funds may be unable to dispose of certain illiquid investments in any particular timeframe or at a price that that Fivespan deems advantageous. Valuation of Special Investments. Each Special Investment generally will be valued at fair value. There is no guarantee that fair value will represent the value that will be realized by the Funds on the eventual realization or deemed realization of the investment or that would, in fact, be realized upon an immediate disposition of the investment. Inaccurate valuations of Special Investments could impact, among other things, the Management Fee borne by an Investor, which is calculated by reference to the fair value of such Special Investments. Artificial Intelligence and Machine Learning Risks. Fivespan uses generative artificial intelligence technologies, including ChatGPT and similar large language models and chatbots (“Generative AI”), in certain business and investment research processes. Fivespan is also exposed to risks associated with the use of Generative AI by third parties, including service providers, counterparties, data vendors, and other market participants, and the Firm may not always be aware of such use or able to control how third-party systems are developed, maintained, or operated. Generative AI tools rely on large datasets that may be incomplete or unreliable, and their outputs may be inaccurate, biased, misleading, or otherwise unreliable. The use of Generative AI may also present cybersecurity, confidentiality, data privacy, intellectual property, and other operational or legal risks. Because Generative AI technologies are rapidly evolving, Fivespan’s related policies and procedures may continue to develop, and it may be difficult to predict the full scope of risks associated with current or future uses of such technologies. Cybersecurity Risk. As part of its business, Fivespan processes, stores and transmits large amounts of electronic information, including information relating to the transactions of the Funds and personally identifiable information of the Investors. Similarly, service providers of Fivespan or the Funds, especially the administrator, may process, store and transmit such information. Fivespan has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. 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. Network connected services provided by third parties to Fivespan may be susceptible to compromise, leading to a breach of Fivespan’s network. Fivespan’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. On-line services provided by Fivespan to the Investors may also be susceptible to compromise. Breach of Fivespan’s information systems may cause information relating to the transactions of the Funds and personally identifiable information of the Investors to be lost or improperly accessed, used or disclosed. The service providers of Fivespan and the Funds are subject to the same electronic information security threats as Fivespan. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Funds and personally identifiable information of the Investors may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of Fivespan’s or the Funds’ proprietary information may cause Fivespan or the Funds to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Funds and the Investors’ investments therein. Co-Investments with Third Parties. The Funds may, in connection with any investment, including, without limitation, a Special Investment, co-invest with third parties through joint ventures or other entities. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third14

party co-venturer has financial difficulties, has economic or business interests or goals that are inconsistent with those of the Funds or is in a position to take (or block) action in a manner contrary to the Funds’ investment objective. In circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments. Significant Positions in Securities; Regulatory Requirements. In the event the Funds acquire a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, the Funds may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on the Funds and Fivespan. Any such requirements may impose additional costs on the Funds and may delay the acquisition or disposition of the securities or the Funds’ ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit a Fund’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a security. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that a Fund’s position limits were aggregated with an affiliate’s position limits, the effect on a Fund and the resulting restriction on its investment activities may be significant. If at any time positions managed by Fivespan were to exceed applicable position limits, Fivespan would be required to liquidate positions, which might include positions of the Funds, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Funds might have to forgo or modify certain of its contemplated trades. In addition, if the Funds, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Funds may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances the Funds will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. As noted herein, the Funds, acting either alone or as part of a group, may acquire a “control” position in an issuer’s securities. This may subject the Funds to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored. Activist Investing. Fivespan will pursue an activist role and seek to effectuate corporate, managerial or similar changes with respect to a company. The costs in time, resources and capital involved in such activist investments depend on the circumstances, which are only in part within Fivespan’s control, and may be significant, particularly if litigation against the Funds, the General Partners and/or the Firm ensues. In addition, the expenses associated with an activist investment strategy, including potential litigation, expenses related to the recruitment and retention of board members, executives and other individuals providing business assistance to Fivespan in connection with an activist campaign (including, for example, consultants and corporate whistle-blowers) or other transactional costs, will be borne by the Funds. Such expenses may reduce returns or result in losses. The success of the Funds’ activist investment strategy depends upon, among other things: (i) Fivespan’s ability to properly identify companies whose securities prices can be improved through corporate and/or strategic action; (ii) the Funds’ ability to acquire a sufficient percentage of the applicable securities of such companies at an attractive price; (iii) the Funds’ ability to successfully navigate anti-takeover and regulatory obstacles while aggregating its position; (iv) the willingness of the management of such companies and other security holders to respond positively to Fivespan’s proposals or, alternatively, for Fivespan to be successful in any legal or corporate actions and challenges to management of such company; and (v) favorable movements in the market price of any such company’s securities in response to any actions taken by such company. There can be no assurance that any of the foregoing will occur. Discretion of the Investment Manager; New Strategies and Techniques. While Fivespan generally will seek to

employ the representative investment strategies and techniques discussed in the Governing Documents, Fivespan (subject to the policies and control outlined in the Governing Documents) has considerable discretion in the types of securities the Funds may trade and has the right to modify the investment strategies and techniques of the Funds without the consent of Investors. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to the Funds. In addition, any new investment strategy or technique developed by the Funds may be more speculative than earlier investment strategies and techniques and may involve material and as-yet-unanticipated risks that could increase the risk of an investment in the Funds. Implementing Corporate Governance Strategies. Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management, the board or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by an offeror other than Funds or the offeror supported by the Funds; (iv) market conditions resulting in material changes in the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies, securities exchanges or others in investigating the transaction or the Funds and such parties may independently investigate the participants in a transaction, including the Funds, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Other investors in a subject company may have interests which diverge significantly from those of the Funds, and some investors may be indifferent to the proposed changes. Moreover, securities that Fivespan believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe Fivespan anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow the Funds to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Risks Associated with Control Positions. The Funds may take a controlling stake in certain companies. These investments may involve a number of risks, such as the risk of liability for environmental damage, product defect, failure to supervise management, violation of governmental regulations and other types of liability. In addition, in connection with the disposition of these investments, the Funds may make representations and warranties about such investments’ business and financial affairs typical of those made in connection with the sale of any business, or may be responsible for the contents of disclosure documents under applicable securities law. The Funds may also be required to indemnify the purchasers of such investments or underwriters to the extent that any such representations and warranties or disclosure documents turn out to be incorrect, inaccurate or misleading. All of these risks or arrangements may create contingent or actual liabilities and materially affect the Funds and any investment in the Funds. Litigation and Regulatory Investigation Risks. In pursuit of activist investment strategies, Fivespan may determine to use litigation as a course of action. In addition, the Funds, along with Fivespan and the General Partners, may be defendants in lawsuits initiated by third parties, including companies in which the Funds invest, other shareholders or governmental bodies. In addition, the Funds, Fivespan, the General Partners, and their affiliates may be subject from time to time to formal or informal investigations, proceedings, or inquiries by the SEC and other governmental, regulatory, and self-regulatory organizations in connection with their trading and other activities that can result in fines, suspensions of personnel or other sanctions, including censure, the issuance of cease-and-desist orders or the suspension or expulsion of applicable licenses or members. There can be no assurance that any litigation or regulatory investigation will be resolved in favor of, or conclude without potential exposure to, the Funds and/or Fivespan. The Funds and/or Fivespan may be exposed to the risk of monetary damages and other sanctions or remedies, or that the objective Fivespan is seeking to achieve may be defeated by delaying strategies of the

target company. Even if an investigation or proceeding does not result in a sanction or the sanctions imposed against the Funds, Fivespan, the General Partners, or their respective affiliates are small in monetary amount, the adverse publicity relating to the investigation, proceeding or imposition of these sanctions could harm the Funds’ and/or Fivespan's reputations which may adversely affect the Funds' investment performance by hindering its ability to obtain favorable financing or consummate a potentially profitable investment. Litigation and regulatory investigations may also require significant amounts of the Fivespan's time and result in significant expenses, including the expense of defending against claims by third parties and paying amounts pursuant to settlements or judgments, all of which would generally be borne by the Funds. Such expenses may be significant and will reduce returns and/or may result in losses. Exposure to Material Non-Public Information; Restrictions on Trading. Personnel of Fivespan and its affiliates expect to serve as directors or board observers (or similar roles) of companies in which the Funds invest, including companies held as Special Investments. In such case, there exists the risk that the Funds will be restricted in transacting in or redeeming its investment in that company as a result of, among other things, legal restrictions on transactions by company directors or affiliates, trading restrictions pursuant to the internal trading policies of such companies or applicable law or regulations. It is expected that, in connection with such responsibilities, such personnel will obtain confidential or material non-public information with respect to such companies. In such circumstances, the Funds likely will be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such company, (ii) establishing an initial position or taking any greater position in such company, and (iii) pursuing other investment opportunities related to such company. Service on Boards of Directors. Personnel of Fivespan and its affiliates, or other third parties retained by Fivespan on behalf of the Funds, serving on the board of directors of certain companies at Fivespan’s request likely will acquire fiduciary duties to such company and to such company’s other shareholders. These fiduciary duties may compel such individuals to take actions that, while in the best interests of such company and/or its shareholders, may not be in the best interests of the Investors. Accordingly, individuals serving on the board of directors of such company at Fivespan’s request may have a conflict of interest between the fiduciary duties (if any) that it owes to such portfolio company and their shareholders, on the one hand, and those it owes to the Fund, on the other hand. Fivespan may be in a position to exercise influence over management and the strategic direction of companies in which the Funds are invested. The exercise of influence over such companies could potentially expose the Funds’ assets to claims by such companies or by its security holders and its creditors. There can be no assurance that permitting the board membership of the personnel of Fivespan and its affiliates, or other third parties retained by Fivespan on behalf of the Funds, will result in more favorable results for the Funds than if such parties did not serve in such capacity. Event-Driven. The success of Fivespan's event-driven investment strategy depends upon Fivespan's ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as Fivespan had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Funds of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the Funds or the offeror supported by the Funds; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, the results of the Funds' operations may be expected to fluctuate from period to period. Accordingly, Investors should understand

that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Proxy Contests and Unfriendly Transactions. The Fund may purchase securities of a company that is the subject of a proxy contest on the expectation that new management will be able to improve the company’s performance or effect a sale or liquidation of its assets so that the price of the company’s securities will increase. If the incumbent management of the company is not defeated or if new management is unable to improve the company’s performance or sell or liquidate the company, the market price of the company’s securities will typically fall, which may cause the Funds to suffer a loss. In addition, where an acquisition or restructuring transaction or proxy fight is opposed by the subject company’s management, the transaction often becomes the subject of litigation. Such litigation involves substantial uncertainties and may impose substantial cost and expense on the company participating in the transaction. Short-Selling. There may be instances in which Fivespan opportunistically elects to take short positions on behalf of the Funds. The success of Fivespan's short selling investment strategy depends upon Fivespan's ability to identify and sell short securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Security could theoretically increase without limit, thus increasing the cost to the Funds of buying those securities to cover the short position. Long-Term. The success of the Funds’ long-term investment strategy depends upon Fivespan’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Funds may forgo value in the short-term or temporary investments in order to be able to avail the Funds of additional and/or longer-term opportunities in the future. Consequently, the Funds may not capture maximum available value in the short-term, which may be disadvantageous, for example, for Investors who withdraw all or a portion of their Capital Accounts before such long-term value may be realized by the Funds. Relative Value. The success of the Funds’ relative value investment strategy depends upon the Fivespan’s ability to identify and exploit perceived inefficiencies in the pricing of securities, financial products, or markets. Identification and exploitation of such inefficiencies involve uncertainty. There can be no assurance that the Firm will be able to locate investment opportunities or to exploit pricing inefficiencies in the securities markets. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for Fivespan to maintain a position. Even pure arbitrage positions can result in significant losses if the Firm is not able to maintain both sides of the position until expiration/maturity. A reduction in the pricing inefficiency of the markets in which Fivespan seeks to invest will reduce the scope for the Funds’ investment strategies. In the event that the perceived mispricings underlying the Funds’ positions were to fail to converge toward, or were to diverge further from, relationships expected by Fivespan, the Funds may incur losses. Even if the Funds’ relative value investment strategy is successful, it may result in high portfolio turnover and, consequently, high transaction costs. Leverage and Borrowing. The use of leverage will allow the Funds to make additional investments, thereby increasing its exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of the Funds’ portfolio. The effect of the use of leverage by the Funds in a market that moves adversely to its investments could result in substantial losses to the Funds, which would be greater than if the Funds were not leveraged. The instruments and borrowings utilized by the Funds to leverage investments may be collateralized by all or a portion of the Funds’ portfolio. Accordingly, the Funds may pledge its securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure the Funds’ margin accounts decline in value, the Funds could be subject to a “margin call”, pursuant to which the Funds must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing to the Funds can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at

disadvantageous prices. Lenders that provide other types of asset-based or secured financing to the Funds may have similar rights. There can be no assurance that the Funds will be able to secure or maintain adequate financing. Diversification and Concentration. Fivespan will select investments that are concentrated in a limited number or types of securities. In addition, the Funds’ portfolio may become significantly concentrated in securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. General Economic and Market Conditions. The success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the Funds’ investments. Volatility or illiquidity could impair the Funds’ profitability or result in losses. The Funds may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Assumption of Catastrophe Risks. The Funds may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which the Funds invest (or has a material negative impact on the operations of Fivespan or its service providers), the risks of loss can be substantial and could have a material adverse effect on the Fund and the Investors’ investments therein. Furthermore, any such event may also adversely impact one or more individual Investors’ financial condition, which could result in substantial withdrawal requests by such Investors as a result of their individual liquidity situations and irrespective of the Funds’ performance. Risks Associated with Particular Types of Securities The following is a summary of certain material risks involved with the types of securities in which the Funds primarily invests. Equity Securities Generally. The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Funds may suffer losses if it invests in equity instruments of issuers whose performance diverges from Fivespan’s expectations or if equity markets generally move in a single direction and the Funds have not hedged against such a general move. The Funds also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Exchange-Traded Funds. Exchange-traded funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of the Funds’ expenses (e.g.,

Management Fees and operating expenses), Investors may also indirectly bear similar expenses of an ETF. Illiquid Securities. Certain securities may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such securities. 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 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 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. As a result, the Funds may be required to hold such Securities despite adverse price movements. Even those markets which Fivespan expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Convertible Securities. 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 held by the Funds is called for redemption, the Funds 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 Funds’ ability to achieve its investment objective. Derivative Instruments. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments in which the Funds may participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on the Funds. Illiquid Securities. Certain securities may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such securities. 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 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 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. As a result, the Funds may be required to hold such securities despite adverse price movements. Even those markets which Fivespan expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments

have rapidly become illiquid. PIPE Transactions. Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies, which may be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions generally will result in the Funds acquiring either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Funds’ ability to dispose of securities acquired in PIPE transactions may depend on the registration of such securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act of 1933 (the "Securities Act") , or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if the Funds are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, the Funds may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of the Funds’ investments. Preferred Stock. Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Repurchase and Reverse Repurchase Agreements. In a reverse repurchase transaction, the Funds “buy” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Funds, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Funds involves certain risks. For example, if the seller of securities to the Funds under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Funds will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Funds’ ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Funds may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Funds may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Restricted Securities. Restricted securities cannot be sold to the public without registration under the Securities Act. Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these securities may be resold in privately negotiated transactions, because there is often little liquidity for these securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by the Funds. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. In addition, the Funds’ positions in restricted and non-restricted securities may be subject to resale restrictions

if the Funds, acting either alone or as part of a group, acquires a “control” position in an issuer’s securities or if the Funds are considered to be an “insider” as a result of its engagement with a company’s board of directors or talking to other shareholders. Volume and similar transfer restrictions may apply on dispositions involving securities held by the Funds where the issuer may be deemed to be an affiliate by virtue of being viewed as being under common control with the Funds or an insider. In such cases, the Funds may be unable to sell off positions when it would otherwise be advantageous to do so, and may be required to continue to hold such affiliate positions even after satisfying any applicable holding period under any applicable law for restricted securities. Undervalued Securities. The identification of investment opportunities in undervalued securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from the Funds’ investments may not adequately compensate for the business and financial risks assumed. Unlisted Securities. Unlisted securities may involve higher risks than listed securities. Because of the absence of any trading market for unlisted securities, it may take longer to liquidate, or it may not be possible to liquidate, positions in unlisted securities than would be the case for publicly traded securities. Companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Risks Relating to the Structure of the SPV Funds Significant Fees and Expenses. The fees and expenses of the SPV Funds and the segregated portfolios may be significant. A segregated portfolio must generate sufficient income to offset such fees and expenses to avoid a decrease in the net asset value of such segregated portfolios. Governmental Entity Investors. Governmental entities, including pension plans maintained by governmental agencies and instrumentalities, may invest in a segregated portfolio. Such investors may be subject to laws that affect the applicability or enforcement of certain terms generally governing the SPV Feeder Fund and each segregated portfolio. For example, exculpation, indemnification, confidentiality, choice of law and choice of venue provisions may be applied differently with respect to such investors. In addition, investment in a segregated portfolio by certain governmental entities may subject such segregated portfolio, the SPV Feeder Fund and/or the Investment Manager to increased regulatory burdens and public disclosures about such segregated portfolio, the SPV Feeder Fund, its investors and its activities. Segregated Portfolio Company and Series Limited Partnership Risks. The SPV Master Fund and the SPV Offshore Fund are established as segregated portfolio companies under Cayman Islands Law, and the SPV Domestic Fund is established as a Delaware series limited partnership. As a matter of both Delaware and Cayman Islands law, the assets of one segregated portfolio will not be available to satisfy the liabilities of another segregated portfolio. The principal advantage of a segregated portfolio company and a series limited partnership is that, although such entity is still a single legal entity, it may protect the assets of one segregated portfolio from the liabilities of other segregated portfolios under the applicable law. However, the SPV Funds may operate or have assets held or be subject to claims in other jurisdictions that may not necessarily recognize such segregation. There is no guarantee that the courts of any jurisdiction will respect the limitations on liability associated with segregated portfolio companies and/ or series limited partnerships. Additionally, each segregated portfolio may consist of a number of classes of Interests. Such classes are not separate legal entities and there is no ring fencing of assets attributable to a particular class of Interests within each segregated portfolio. If the assets attributable to one class of Interests in a segregated portfolio were completely depleted by losses and a deficit remained, a creditor could enforce a claim against the assets of the other classes of Interests of the same segregated portfolio. Additionally, because certain regulatory and compliance obligations are undertaken at the SPV Feeder Fund level, it is possible that the timing and size of investments by a particular segregated portfolio could potentially affect the SPV Feeder Funds overall, and by extension, other segregated portfolios.

Fivespan currently shares office space with other office tenants that are investment advisers and, as a result, may come into possession of material non-public or other confidential information about the other office tenants or the public companies in which they invest, and these tenants may come into possession of the Firm’s material non-public or other confidential information or the public companies in which it invests. Fivespan has entered into contractual arrangements with these office tenants and maintains written policies and procedures and other physical and technological controls, all of which are designed to limit access to and prevent improper or unlawful use of any such material non-public or other confidential information. Fivespan does not recommend or select other investment advisers for the Funds. Potential Conflicts of Interest Fivespan, the General Partners and their affiliates will be subject, and the Funds will be exposed, to a number of actual and potential conflicts of interest. Any such conflict of interest could have a material adverse effect on the Funds and investments therein. However, the existence of an actual or potential conflict of interest does not mean that it will be acted upon to the detriment of the Funds. When a conflict of interest arises, the Firm will endeavor to ensure that the conflict is resolved fairly and in an equitable manner that is consistent with its fiduciary duties to the Funds. Fivespan has in place policies and procedures, that it believes are reasonably designed to identify and resolve actual and potential conflicts of interest. In addition, the Firm has established a “Management Committee” comprised of the Managing Partners and Chief Compliance Officer (“CCO”) that meets on a quarterly basis or more frequently as needed to provide continued oversight of the risk and conflict management of the Fivespan and the Funds. Unless the context indicates otherwise, references in this section to conflicts of interest that may apply to Fivespan should be understood to apply to Fivespan and its affiliates. Investors are encouraged to review the related Governing Documents and other sections of this Brochure for more information regarding these and other potential conflicts of interest not addressed below. Other Activities of the Investment Manager and its Affiliates. Conflicts of interest likely will arise from the fact that Fivespan, the General Partners and their affiliates may in the future provide investment management services to clients other than the Funds, including investment funds, managed accounts, proprietary accounts and other investment vehicles (collectively, “Other Accounts”, and together with the Funds, the “Accounts” and each, an “Account”), and may manage the assets of such Other Accounts formed to invest in the Fund, in parallel with the Fund (in whole or in part), or otherwise. Other Accounts may have investment objectives, programs, strategies and positions that are similar to those of the Funds, while others may conflict or compete with or have interests adverse to the Funds. Such conflicts could affect the prices and availability of securities in which the Funds invest. Even if an Other Account has investment objectives, programs or strategies that are similar to those of the Funds, Fivespan may give advice or take action with respect to the investments held by, and transactions of, the Other Accounts that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, the Funds for a variety of reasons, including differences between the investment strategy, financing terms, regulatory treatment and tax treatment of the Other Accounts and the Funds. As a result, the Funds and an Other Account may have substantially different portfolios and investment returns. Conflicts of interest may also arise when Fivespan makes decisions on behalf of the Funds with respect to matters where the interests of the Firm or one or more Other Accounts differs from the interests of the Funds.

Differing Terms of Other Accounts and Other Classes. Fivespan, the General Partners and their affiliates may provide investment management services to Other Accounts that have investment objectives, programs and/or strategies similar to those of the Funds, which could result in significant overlapping positions among the Funds and such Other Accounts. In addition, such Other Accounts may have different, additional and/or more favorable terms including different (and, in some cases, more favorable) fees, information rights and liquidity rights (including the right to withdraw from, wind down and/or terminate a managed account or fund-of-one without cause more frequently than an Investor may withdraw from the Fund). Additional information may affect an Investor’s decision to invest additional capital in, to remain invested in, to withdraw from or to terminate an Other Account. Any such withdrawals or terminations could cause any such Other Account to liquidate its positions ahead of the Funds, which may have a material adverse effect on the Funds and the Investors’ investments therein. For example, in the event that such Other Accounts were to exercise their withdrawal or redemption rights ahead of Investors, and the size of such withdrawal or redemption constitutes a significant portion of the Firm’s assets under management that utilize the same investment strategy as the Funds, such withdrawal or redemption could cause a temporary or long-term decline in the net asset value of the Funds because the sale of a significant number of securities in a short period of time may result in a decline (which may be substantial) in the price of such securities, particularly in times of broad market dislocations or significant corporate actions like proxy contests or material shareholder votes when there is a greater likelihood of a financial impact. In addition, in extraordinary circumstances, the Firm may suspend Investor withdrawals but likely will not have the right to do so with respect to some or all of the Other Accounts, particularly Other Accounts that are managed accounts. This could result in some Other Accounts receiving the proceeds of their investment before the Investors are able to withdraw. Similarly, to the extent that the Funds establish class of interests with different liquidity rights, certain Investors may be able to act on information before any Investor that has less frequent liquidity rights. Lack of Exclusivity. The Firm, its affiliates and personnel will devote as much of their time to the activities of the Funds as they deem necessary and appropriate. Fivespan, its affiliates and personnel will not be restricted from forming Other Accounts, from entering into other investment advisory relationships or from engaging in other business activities, even if such activities may be in competition with the Funds and/or may involve substantial time and resources of the Firm, its affiliates or personnel. These activities could be viewed as creating a conflict of interest in that the time and effort of Fivespan, its affiliates and personnel will not be devoted exclusively to the business of the Funds but will be allocated between the business of the Funds and the management of Other Accounts and businesses. From time to time, the Managing Partners and other Supervised Persons of Fivespan may serve as directors or advisory board members of certain portfolio companies or other entities. In connection with such services, such persons may receive directors’ fees or other similar compensation attributable to such employees’ services. Co-Investments. Fivespan and its affiliates, from time to time, offer one or more Investors or investors in Other Accounts and/or other third-party investors the opportunity to co-invest in particular investments. The Firm and its affiliates are not obligated to arrange co-investment opportunities, and no Investor will be obligated to participate in such an opportunity. Fivespan and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Investor and may allocate co-investment opportunities instead to investors in Other Accounts or to third parties. If the Firm determines that an investment opportunity is too large for the Funds and the Other Accounts, Fivespan and its affiliates may, but will not be obligated to, make proprietary investments therein. The Firm or its affiliates intend to receive fees and/or allocations from co-investors, which may differ as among co-investors and also likely will differ from the fees and/or allocations borne by the Funds. Valuation. The Funds’ assets and liabilities are valued in accordance with Fivespan’s valuation policy. In making valuation determinations, the Firm is subject to a conflict of interest, especially with respect to illiquid securities, as the valuation of such assets and liabilities affects its compensation and the compensation of the General Partners. There is no guarantee that the value determined with respect to a particular asset or liability by the Firm will represent the value that will be realized by the Funds on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment.

Supervised Persons may not take inappropriate advantage of their own positions with Fivespan for their own personal benefit.

Among other things, the Code (i) requires that all Supervised Persons comply with federal securities laws, (ii) requires that all employees submit Fivespan reports containing their personal securities holdings and transactions in “reportable securities,” and that the Firm review such reports, (iii) generally restricts Supervised Persons from trading in reportable securities (except for the purpose of liquidating any such positions held prior to the commencement of their employment at Fivespan as well as trading in certain stocks and exchange-traded funds), (iv) requires Supervised Persons to disclose their outside business activities with appropriate preclearance, and (v) contains policies and procedures designed to prevent the misuse of material non-public information. All Supervised Persons of Fivespan are required to annually certify in writing their compliance with the Compliance Manual and Code of Ethics. Investors or prospective Investors may obtain a copy Fivespan’s Code upon request by contacting us at (415) 318-7900 or info@fivespan.com. Participation or Interest in Client Transactions The Managing Partners and certain other Supervised Persons of Fivespan expect to personally invest, directly and/or indirectly, in the Funds. Such Investors may be in possession of information relating to the Funds that is not available to other Investors and prospective Investors. The Managing Partners and Supervised Persons of the Firm are not required to keep any minimum investment in the Funds and may invest in Other Accounts. It is expected that the size and nature of these investments will change over time without notice to the Investors. Investments by the Managing Partners and Supervised Persons of Fivespan in the Funds and/or Other Accounts could incentivize the Managing Partners and Supervised Persons of Fivespan to increase or decrease the risk profile of the Funds. However, Fivespan believes these investments are intended to align the interests of the Managing Partners and Supervised Persons with those of the Funds; therefore, the Firm does not believe that those arrangements present any material conflicts of interest.

Subject to best execution, in selecting broker-dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Fivespan may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the broker-dealers to effect the transaction; the broker-dealers’ facilities, reliability and financial responsibility; and the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow. Accordingly, the prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Master Funds by broker-dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Furthermore, the Firm executes nearly all Master Funds transactions through an outsourced trading firm (“Outsourced Trader”). As a result, the Funds’ expenses related to most, if not all, Fund securities transactions are higher than if the Firm traded directly with a broker or dealer, given the Funds additionally bear the expense of the Outsourced Trader’s fees for services. Soft Dollar Usage Fivespan uses “soft dollars” generated by our trading activities to purchase research services or products that would otherwise have been an expense. Fivespan pays broker-dealer commissions for effecting the Master Funds’ transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research products and services provided by the broker-dealer. The use of commissions to obtain brokerage and research products and services raises conflicts of interest. For example, Fivespan does not have to pay for the products and services itself. This creates an incentive for Fivespan to select or recommend a broker-dealer based on its interest in receiving those products and services. Fivespan effects such transactions, and receives such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Under this provision, in exercising its discretionary authority to select or arrange for the selection of brokers for execution of transactions for the Funds, and, subject to its duty to obtain best execution, Fivespan considers the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research includes, among other things, proprietary research from brokers. “Research products” include, among other things, databases and quotation services. “Research services” include, among other things, research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, pricing data and availability of securities, financial publications, electronic market quotations, performance measurement services, analyses concerning specific securities, companies, industries or sectors, market, economic and financial studies and forecasts, appraisal services, and invitations to attend conferences or meetings with management or industry consultants. Accordingly, if Fivespan determines 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 Fund may pay commissions to such broker in an amount greater than the amount another broker might charge. The Firm allocates the costs of any “mixed use” products or services, so that only the portion of such products or services that relate to research or execution will be paid for with soft dollars, and the remainder will be paid for by the Firm. Once it is determined that a product or service has a mixed-use, a fair and reasonable allocation

of the anticipated cost of the product or service will be made by the CCO. The CCO reviews each allocation periodically and modifies each allocation in writing as appropriate. These records are maintained so as to satisfy the requirements of the record keeping provisions of the Advisers Act. Fivespan’s relationships with brokers that provide soft dollar services may influence Fivespan’s judgment in allocating brokerage business and create a conflict of interest in using the services of those broker-dealers to execute the Fund’s brokerage transactions. Fivespan believes that these relationships are beneficial to the Funds and the Firm and always seeks its duty to obtain best execution. The CCO is actively involved in setting up all soft dollar arrangements in advance. In addition, the CCO is responsible for complying with the recordkeeping responsibilities with respect to soft dollar arrangements (including keeping all invoices and correspondence with third party vendors and broker-dealers) so as to satisfy the requirements of the Advisers Act and other applicable laws and regulations. Trade Aggregation Fivespan will generally aggregate orders for the same security unless aggregation is not consistent with the Firm’s duty to seek best execution and the terms of the investment guidelines and restrictions of each Account for which trades are being aggregated. Aggregation opportunities would generally arise when more than one Account is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. When aggregating trades, no account will be favored over any other account. Any Account that participates in an aggregated order will participate at the average price for all of Fivespan’s transactions in that security on a given business day, with transaction costs shared pro rata, based on each Account’s participation in the transaction.

Fivespan is not required, however, to comply (or Fivespan is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because Fivespan complies with the provisions of the “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund (i) be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and (ii) distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

When voting proxies, Fivespan must identify and address material conflicts that may arise between Fivespan’s interests and those of the Funds. Specifically, Fivespan monitors the potential for conflicts of interest that might arise from personal relationships that Fivespan or its Supervised Persons may have with parties involved in the vote and other special circumstances. Fivespan takes steps to identify the existence of any material conflicts of interest relating to the securities to be voted and/or the issues at hand. For example, Supervised Persons of Fivespan must disclose to the CCO any potential personal conflicts known to them and potential conflicts based on business relationships or dealings. In considering whether a material conflict of interest exists, the CCO may consult with the Managing Partners of Fivespan and other persons she deems relevant in making a determination. In the absence of a finding of a material conflict of interest relating to the proxy vote at hand, the recommendation to vote the proxy as directed by the Managing Partners or their designee, with assistance from the investment team personnel, as necessary, or to abstain from voting the proxy, shall be deemed to have been made in the best interests of the Funds. If, however, the CCO determines that the recommendation may have been influenced by a material conflict of interest, the proxy shall be voted in accordance with one of the following methods: (i) if feasible, in the manner determined to be in the best interests of the Funds by a Fivespan Supervised Person not impacted by the conflict of interest or by Fivespan’s Management Committee, (ii) in the manner determined to be appropriate by the CCO in consultation with outside counsel, or (iii) in accordance with the recommendations of an independent third-party proxy voting service. Investors may also contact Fivespan to request a copy of its proxy voting policy. Class Action Participation Procedures To the extent that Fivespan has discretion to participate in class action lawsuits filed against companies or issuers in which the Funds are invested, Fivespan may participate in such class action lawsuits if it believes that such participation is in the best interest of the Funds on a case-by-case basis.