Verbena Value LP: investment adviser

Additional detailed information about Verbena is provided below, including information about Verbena’s advisory services, investment approach, personnel, affiliations and brokerage practices. Verbena’s primary objective in advising the Clients is to generate excess and uncorrelated returns relative to broad equity indices by pursuing a fundamental, predominantly long/short equity strategy and specializing in the old-world economy sectors. Verbena employs a bottom-up, fundamental research process overlayed with disciplined risk management, while generally constraining exposures to broad equity markets and systematic risk factors. Each Client and prospective Client is strongly encouraged to undertake appropriate due diligence, including but not limited to a review of relevant information about Verbena’s investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure) in considering whether Verbena’s advisory services are appropriate to its own circumstances, based upon all relevant factors including, but not limited to, the prospective Client’s own investment objectives, liquidity requirements, tax situation and risk tolerance. Verbena does not participate in wrap fee programs. As of August 2025, Verbena managed approximately $1,000,000,000 in regulatory assets under management on a discretionary basis.

Clients generally bear investment expenses, which we reasonably determine to be related to the investment of the Client Accounts. These expenses include, but are not limited to, brokerage commissions, expenses related to short sales, clearing and settlement charges, custodial fees, bank service fees, interest expenses, and the cost of investigating actual or potential investments. Additional costs may include expenses related to trade execution and management systems, compliance, risk and portfolio systems, integration and data transfer connectivity costs, research products and services, professional fees, third-party research products and services, subscriptions, and publications regarding investments. Clients also bear expenses related to registration and compliance obligations, legal expenses, accounting expenses, auditing and tax preparation expenses, directors and officers insurance, organizational expenses, and extraordinary expenses. To the extent Verbena determine to use “soft dollars” generated by the Clients to pay for brokerage and research products and services, such usage shall be within the “safe harbor” provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related guidance. Use of “soft dollars” by Verbena as described herein shall not constitute a breach by them of any fiduciary or other duty which Verbena may be deemed to owe to the Clients.

Verbena's investment strategy primarily focuses on long and short positions in U.S. and developed international equity markets, concentrating on the industrial, energy, materials, and utilities sectors, along with related segments in other sectors. The investment team conducts thorough fundamental research using a combined coverage and dealteam approach. Verbena aims to identify securities trading at prices significantly disconnected from their intrinsic value, believing that only a limited number of securities within any sector or industry may be mispriced. The team’s fundamental research follows a private equity-style due diligence process that includes: assessing each company’s competitive position, product offerings, and industry positioning; creating detailed financial models and forecasting long-term performance; conducting interviews with management, analysts, competitors, and suppliers; visiting operational sites and corporate headquarters; reviewing industry publications; attending sell-side and industry conferences; performing detailed valuation and risk/reward analyses, including security price assessments and conservative scenario evaluations; and conducting detailed previews, reviews, and analyses of each firm’s significant market updates and financial reports. Through its rigorous investment process, Verbena believes it has an advantage in identifying securities with implied valuations that differ from their long-term intrinsic value, as well as recognizing potential drivers for value realization over medium- to long-term time horizons. Verbena’s portfolio construction aims to minimize exposure to style and thematic factors while isolating company-specific drivers. The team believes that a highly idiosyncratic investment portfolio, developed through a stringent selective investment process, is likely to produce stable, attractive and uncorrelated returns. Long Investments For long positions, Verbena targets companies that the investment team believes are materially undervalued based on intrinsic value. Characteristics of these companies may include: stable and/or growing free cash flow; meaningful amounts of investment in in-process capital projects; attractive incremental returns on invested capital; discounted valuations compared to relevant peers; discounted valuations relative to sum-of-the-parts appraisals; large and expanding addressable markets; favorable management changes, along with potential improvements in capital allocation or value realization; favorable outlooks for regulatory and/or political exposures; compelling new product offerings; and near-term challenges while maintaining long-term integrity and structural drivers. Short Investments For short positions, Verbena focuses on companies the investment team believes are overvalued with characteristics that may include: premium valuations relative to intrinsic value, peers, and/or normalized earnings power; deteriorating financial performance; increasing competitive pressures and risks; maturing or declining asset profiles or product offerings; high customer concentration; challenged balance sheets and capital structures; questionable or deceptive accounting, governance, or reporting practices; and challenging regional exposures due to geopolitical and/or regulatory regimes. Portfolio Construction Verbena aims to build portfolios comprised principally of idiosyncratic risk while hedging against systematic risks, which may include style factors, industry biases, and overall equity market exposure. The size of each security position is informed by the investment team’s expectations of its return distribution, utilizing optimization techniques to guide security selection and sizing. Each position’s expected return distribution is assessed based on factors such as: valuation compared to historical ranges, discounted cash flow, firms with similar growth and profitability profiles and sum-of-the-parts appraisals; the magnitude of differentiated earnings forecasts relative to consensus expectations; and forecasted events and business developments. The investment team continually reassesses positions in the investment portfolio, reviewing risk/reward profiles and incorporating new information.

Old-World Economy Verbena concentrates its investments within the industrials, energy, materials and utilities sectors, as well as in adjacent related segments of other sectors. Key sub-sectors for the strategy may include: autos, aerospace, defense, regulated utilities, base metals miners, precious metals miners, integrated energy, exploration and production, energy services, energy infrastructure, energy royalty companies, metals royalty companies, agriculture, mining services, multi-industrials, renewable energy, engineering & construction, transportation, logistics, paper & packaging, chemicals and steel. Global Markets In advising the Clients, Verbena intends to invest the majority of the Clients’ assets in securities of U.S. and Canadian issuers but may also invest a material portion of assets into securities of non-U.S. and Canadian issuers, predominantly in developed markets in the UK, Western Europe, Japan, Korea, Australia, Mexico and Brazil. Risk of Loss Factors The following are material risks involved in Verbena’s investment strategy. There can be no assurance that Verbena’s investment objective in managing the Client Accounts will be achieved, and that the Clients will not incur losses. The risks described below are not meant to be a comprehensive collection of all risks with which a Client will be confronted. Each Client is encouraged to consult with Verbena prior to engaging Verbena, and to review the specific risk parameters of, and assets that comprise, each Client Account at any given time and from time to time. Business Dependent Upon Key Individual. The authority for all investment decisions is made by Verbena. The success of Verbena’s investment program in advising the Client Accounts, therefore, is expected to be significantly dependent upon the expertise and efforts of Verbena and the Principal. The past investment performance of Verbena and its Principal or entities or accounts which they have been associated should not be construed as an indication of future results or performance. Other Activities of Verbena and its Affiliates. Conflicts of interest may arise from the fact that Verbena may in the future provide investment management services to multiple Clients, including, without limitation, investment funds, managed accounts, proprietary accounts and other investment vehicles. Certain Client Accounts may have investment objectives, programs, strategies and positions that are similar to or may conflict with those of other Clients, or may compete with or have interests adverse to such other Clients. Such conflicts could affect the prices and availability of securities in which Verbena invests on behalf of the Clients. Competition. The securities industry and the varied strategies and techniques to be engaged in by Verbena are extremely competitive and each involves a degree of risk. Verbena will compete with firms, including many of the larger investment advisory firms, which have substantially greater financial resources and research staff. Nature of Investments. Verbena has broad discretion in making investments for the Clients. Investments generally consist of long and short positions in equities and other assets that may be affected by business, financial market or legal uncertainties. There can be no assurance that Verbena correctly evaluates the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Clients’ activities and the value of their investments. In addition, the value of the Clients’ portfolios may fluctuate as the general level of interest rates fluctuate. No guarantee or representation is made that the Clients’ investment objectives will be achieved.

Equity-Related Securities in General. In advising the Clients, Verbena will invest in equity securities and equity-related instruments. Equity securities represent ownership interests in their respective issuers and generally carry the most risk associated with a specific issuer’s capital structure. The price of equity securities and their related financial instruments vary for a variety of reasons, including but not limited to supply and demand of the equity securities, the actual or perceived business opportunities associated with the issuer, the current and potential future cash flow of the issuer, the issuer’s management, their ability to execute on a specific business plan, the general economic environment, and the outlook for the overall economy. Any investment in equities or equity-related instruments entails a significant risk of loss. Fixed Income Securities. In advising the Clients, Verbena may invest in bonds or other fixed income securities, including without limitation, commercial paper and “higher yielding” (including noninvestment grade and, therefore, higher risk) debt securities. The Clients will, therefore, be subject to credit, liquidity and interest rate risks. Higher-yielding debt securities are generally unsecured and may be subordinated to certain other outstanding securities and obligations of the issuer, which may be secured on substantially all of the issuer’s assets. The lower rating of debt obligations in the higheryielding sectors reflects a greater probability that adverse changes in the financial condition of the issuer or in general economic conditions or both may impair the ability of the issuer to make payments of principal and interest. Non-investment grade debt securities may not be protected by financial covenants or limitation on additional indebtedness. In addition, evaluation of credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. It is likely that a major economic event, such as a recession or reduction of liquidity in the market could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such an economic event could adversely affect the ability of issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Call Options. There are risks associated with the sale and purchase of call options in which Verbena may invest on behalf of the Clients. The seller (writer) of a call option which is covered (e.g., the writer holds the underlying security) assumes the risk of a decline in the market price of the underlying security below the purchase price of the underlying security less the premium received, and gives up the opportunity for gain on the underlying security above the exercise price of the option. If the seller of the call option owns a call option covering an equivalent number of shares with an exercise price equal to or less than the exercise price of the call written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying security above the exercise price of the option. The buyer of a call option assumes the risk of losing its entire investment in the call option. Put Options. There are risks associated with the sale and purchase of put options in which Verbena may invest on behalf of the Clients. The seller (writer) of a put option which is covered (e.g., the writer has a short position in the underlying security) assumes the risk of an increase in the market price of the underlying security above the sales price (in establishing the short position) of the underlying security plus the premium received, and gives up the opportunity for gain on the underlying security below the exercise price of the option. If the seller of the put option owns a put option covering an equivalent number of shares with an exercise price equal to or greater than the exercise price of the put written, the position is “fully hedged” if the option owned expires at the same time or later than the option written. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying security below the exercise price of the option. The buyer of a put option assumes the risk of losing its entire investment in the put option. Commodity Trading. In advising the Clients, Verbena may invest in commodities and futures. The prices of commodities and all derivative instruments, including futures and options prices, are highly volatile. Price movements of commodities, futures and options contracts are influenced by, among other things, changing supply and demand relationships, U.S. and non-U.S. governmental programs and

policies, national and international political and economic events, interest rates and governmental monetary and exchange control programs and policies. Moreover, commodity exchanges limit fluctuations in commodity futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. Commodity futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent Verbena from promptly liquidating unfavorable positions and therefore subject the Clients to substantial losses. Market Risk. The profitability for the Clients depends in-part upon Verbena correctly assessing the future course of price movements of specific securities and other investments. There can be no assurance that Verbena will be able to predict accurately these price movements. Operational Risk. Operational risk is the potential for loss caused by a deficiency in information, communication, transaction processing and settlement and accounting systems. Verbena maintains controls that include systems and procedures to record and reconcile transactions and positions and to obtain necessary documentation for its trading activities. AI. The emergence of recent technology developments in artificial intelligence and machine learning such as OpenAI and ChatGPT (collectively, “Machine Learning Technology”) can pose risks to Verbena. Verbena is exposed to the risks of Machine Learning Technology from both such limited, known uses, as well as from any uses of Machine Learning Technology that may be undertaken by Verbena personnel, or by third-party service providers or portfolio, whether or not known to Verbena. Use of Machine Learning Technology involves the risk of inaccuracies or errors in the data utilized by Machine Learning Technology, may directly or indirectly create security or data risks, and may increase trademark, licensing and copyright risks. Machine Learning Technology continues to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Dependence on Service Provider. Verbena relies on service providers for certain aspects of their business, including certain financial operations, trade related activity, IT infrastructure and systems, trade reconciliation, and margin and collateral movement. Verbena does not control or direct these service providers and has limited transparency into such businesses’ day-to-day operations. Any interruption or deterioration in the performance of such service providers could impair the quality of Verbena’s operations, negatively impact its and the reputation of the Clients, and ultimately expose the Clients to portfolio losses. No Guarantee of Return or Performance. The obligations or performance of the Clients or the returns on investments for the Clients are not guaranteed in any way. Any losses for the Client Accounts will be borne solely by such Clients. Investment Analysis. When assessing investment opportunities, Verbena relies on resources that may have limited or incomplete information. In particular, Verbena relies on publicly available information and data filed with various government regulators or made directly available to Verbena by the issuers of securities or through sources other than the issuers. Although Verbena expects that it will evaluate information and data as it deems appropriate and will seek independent corroboration when reasonably available, Verbena will not evaluate all publicly available information and data and is not in a position to confirm the completeness, genuineness or accuracy of the information and data that it evaluates. As a result, there can be no assurance that the due diligence exercise carried out by Verbena will reveal or highlight all relevant facts that may be necessary or helpful in evaluating investment opportunities. Any failure to have identified the relevant facts may result in an inappropriate investment decision, which may have a material adverse effect on the value of any investment made by Verbena on behalf of the Clients. Fundamental Analysis. Trading decisions made by Verbena will be based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data are inaccurate or that other market participants

have developed, based on such data, trading strategies similar to Verbena’s trading strategies, Verbena may not be able to realize its investment goals on behalf of advising the Clients. In addition, fundamental market information is subject to interpretation. To the extent that Verbena misinterprets the meaning of certain data, the Clients may incur losses. Use of Leverage. Verbena may use leverage and borrowing. Such leverage may be achieved through, among other methods, borrowing funds, purchases of securities on margin and the use of options, futures, forward contracts, repurchase and reverse repurchase agreements and swaps. Verbena may also cause the Clients to borrow or use leverage in its portfolio. In advising the Clients, Verbena may borrow funds from brokers, banks and other lenders to finance their investing and trading operations, which borrowings may be secured by assets of the Client Accounts. The use of such leverage can, in certain circumstances, maximize the losses to which Verbena invests on behalf of the Clients’ investment portfolios. Any event that adversely affects the value of an investment would be magnified to the extent that particular assets or the Clients as a whole are leveraged. The cumulative effect of the use of leverage by Verbena in advising the Clients in a market that moves adversely to the investments made by Verbena on behalf of the Clients could result in a substantial loss to the Clients, which would be greater than if the Clients was not leveraged. Equity Securities. In advising the Client Accounts, Verbena will invest in equity and equity-related securities. Equity securities fluctuate in value in response to many factors, including the activities, results of operations and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments. In addition, events such as political instability, terrorism and natural disasters may be unforeseeable and contribute to market volatility in ways that may adversely affect the Clients’ positions. Long/Short Strategy. Verbena’s investment strategy is to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of the Firm’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities of a position were to fail to converge toward, or were to diverge further from values expected by Verbena, the Client Accounts may incur a loss. In the event of market disruptions, significant losses can be incurred which may force Verbena to close out one or more positions in the Client Accounts. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with Verbena’s long/short strategies may become outdated and inaccurate as market conditions change. Concentration of Investments. Subject to any limitations adopted by Verbena from time to time, Verbena is not restricted in the amount of capital that it may commit to any issuer, security, industry sector or geographic region, and at times Verbena may hold a relatively large concentration in a limited number of issuers, securities, industry sectors and/or geographic regions in the Client Accounts. Losses incurred in connection with those investments could have a material adverse effect on the overall financial condition within the Client Accounts. This is because the value of the concentrated investments within the investment portfolio will be more susceptible to any single occurrence affecting one or more of those issuers, securities, industry sectors or geographic regions than would be the case with a more diversified investment portfolio. Foreign Investments. Verbena may trade on behalf of the Client Accounts in non-U.S. securities and other instruments denominated in non-U.S. currencies and/or traded outside of the U.S., as well as securities and other instruments of companies having substantial profits and/or revenues generated in non-U.S. currencies. Such transactions require consideration of certain risks not typically associated with trading in U.S. securities or other instruments. Such risks include unfavorable currency exchange rate developments, restrictions on repatriation of investment income and capital, imposition of exchange control regulation by the U.S. or foreign governments, confiscatory taxation and economic or political instability in foreign nations. In addition, there may be less publicly available information about certain non-U.S. companies than would be the case for comparable companies in the U.S., and certain non-U.S. companies may not be subject to accounting, auditing and financial reporting standards

and requirements comparable to or as uniform as those of U.S. companies. Transaction costs of investing in non-U.S. securities markets are generally higher than in the United States. There is generally less government supervision and regulation of exchanges, brokers and issuers outside the United States than there is in the United States. Verbena may have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which, in some markets, could at times fail to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect performance. Energy Trading. Verbena may invest in the energy markets. Energy market investing involves certain risks that are qualitatively different from those incurred in trading other financial instruments. Such markets are characterized by a lack of effective hedges and may experience unusually severe price movement disruptions as a result of natural disasters and the current unsettled political situation in the Middle East. The energy markets are susceptible to significant short-term price volatility as a result of a variety of factors, which may include: the malfunctioning or unavailability of facilities necessary to produce, transport, store and deliver physical energy; the inefficient operation and antiquated condition of many power distribution networks; rate and tariff regulation; government ownership or operation of major energy market participants; consumer advocacy; weather-related events; governmental intervention; changes in law; international political events; other unforeseen events; unexpected changes in power distribution; pricing dislocations resulting from unexpected outages, and spikes in fuel prices; or other factors such as market illiquidity or disruption, the inability or refusal of a counterparty to perform or the insolvency or bankruptcy of a significant market participant. Furthermore, certain energy markets — in particular, those related to petroleum — are particularly subject to the risk of sudden and dramatic price changes as a result of, or as a result of the anticipation of, international political events, acts of war and terrorism. These events are, by their nature, unpredictable, and can cause extreme and sudden price reversals and market disruptions. Risks of the Alternative Energy Market. The alternative energy industry is highly competitive and continually evolving as participants strive to distinguish themselves and compete with the larger electric power industry. Competition in the renewable energy industry is likely to continue to increase with the advent of dozens of new alternative energy technologies. Moreover, the success of alternative energy generation technologies may cause larger electric utility and other energy companies with substantial financial resources to enter into the alternative energy industry. These companies, due to their greater capital resources and substantial technical expertise, may be better positioned to develop new technologies. The renewable energy industry’s inability to respond effectively to such competition could adversely affect performance. The market for alternative energy products is emerging and rapidly evolving, and its future success is uncertain. If alternative energy technologies prove unsuitable for widespread commercial deployment or if demand for alternative energy products fails to develop sufficiently, the Clients’ financial condition could suffer with respect to these investments made by Verbena on behalf of the Clients in companies in this market that are unable to generate enough revenue to achieve and sustain profitability. In addition, demand for alternative energy products in the markets and geographic regions that Verbena targets for investments on behalf of the Clients may not develop or may develop more slowly than anticipated. Many factors will influence the widespread adoption of alternative energy technology and demand for renewable energy products, including the cost-effectiveness, performance and reliability of alternative energy technology and the availability of government subsidies and incentives. Performance Fee. A Performance Fee arrangement may create an incentive for Verbena to invest the assets of the Client Accounts in investments that are riskier or more speculative than would be the case if there was not a performance-based fee made. Short Sales. Verbena will engage in the short selling of securities, currencies or other instruments. A short sale involves the sale of a security, currency or other instrument that an account does not own in the expectation of purchasing the same security, currency or other instrument (or a security, currency or other instrument exchangeable therefor) at a later date at a lower price. To make delivery

to the buyer, the account must borrow the security, currency or other instrument and the account is obligated to return the security, currency or other instrument to the lender, which is accomplished by a later purchase of the security, currency or other instrument by the account. When an account makes a short sale in the United States, it must leave the proceeds thereof with the broker and it must also deposit with the broker an amount of cash or U.S. government or other securities sufficient under current margin regulations to collateralize its obligation to replace the borrowed securities that have been sold. If short sales are effected on a non-U.S. exchange, such transactions will be governed by local law. A short sale involves the risk of a theoretically unlimited increase in the market price of the security, currency or other instrument that would result in a theoretically unlimited loss to the account. The extent to which Verbena will engage in short sales on behalf of the Clients will depend upon Verbena’s investment strategy and perception of market direction and the value of individual securities, currencies or other instruments (as applicable). Verbena may engage in short sales on behalf of the Client Accounts as a hedge against potential market declines and/or based on its fundamental analysis of the subject issuers. Inside Information. From time to time, Verbena may come into possession of inside information concerning specific companies. Under applicable securities laws, this may limit Verbena’s ability to buy or sell securities issued by such companies on behalf of the Clients. If the Client Accounts hold the securities of the company with respect to which Verbena is in possession of inside information, the Client Accounts may be restricted from trading the securities of such company for an indefinite period of time which could result in losses. Alternative Data Risk. Verbena may use so-called “alternative data,” which generally refers to data that is not the traditional exchange or accounting data that has been widely used by the mainstream investment industry. Risks associated with alternative data include the possibility of new legal and regulatory frameworks targeting the collection and use of the data or technological changes that may make the data less useful or available. There is also the possibility that the organizations providing alternative data may cease operations, change business models, or suffer temporary outages due to technical issues. Insider trading and “fair practice” laws are generally untested in this area. Investment decisions based on alternative data may be flawed for various reasons, such as incomplete, “dirty” or misunderstood data, or problems with the technology used to collect and analyze it. Inflation. Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets, particularly in emerging economies. For example, if an investment is unable to increase its revenue in times of higher inflation, its profitability may be adversely affected. Portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangement. As inflation rises, an investment may earn more revenue but may incur higher expenses. As inflation declines, an investment may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Past governmental efforts to curb inflation have also involved more drastic economic measures that have had a materially adverse effect on the level of economic activity in the countries where such measures were employed. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on investment returns. Volatility Risk. Verbena’s investment program may involve the purchase and sale of relatively volatile securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such securities and/or markets can adversely affect the value of investments. Market Disruption Events and Geopolitical Risks. Verbena may trade in different markets and different kinds of instrument types on behalf of the Clients. It is possible that as a result of war, terrorist act, natural disaster, outbreak of infectious disease, epidemic, pandemic or other serious public health concern, or geopolitical or other extraordinary or unforeseen circumstance or event (a “Market Disruption Event”), one or more of these markets may cease operating for a limited or

indeterminable period of time. In that event, it may be difficult for Verbena to value the positions that trade in the affected markets, and the Clients may be exposed to significant movements in the perceived value of instruments without having the ability to trade those instruments. Additionally, Market Disruption Events may have a substantial effect on economies and securities markets in the U.S. or worldwide and could materially adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of investments. Market Disruption Events could also affect the principal prime brokers and custodians that carry and clear the Client Accounts’ trades and positions. The inability of key marketplace intermediaries to function could have an adverse impact upon liquidity as well as the ability of Verbena to trade certain positions on behalf of the Clients. Market Disruption Events could also have a direct physical impact upon Verbena’s operations, including the destruction of their facilities and/or incapacity or loss of life to key personnel. Operational and Information Security Risk from Cyberattacks; Cyber-Fraud; Disaster Recovery. Verbena and the Firm’s service providers may be subject to operational and information security risks resulting from cyberattacks. Cyberattacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cybersecurity breaches. Cyberattacks affecting the Verbena and other third-party service providers may adversely impact the Clients. For instance, cyberattacks may cause the release of private information or other confidential information, impede trading, subject Verbena, the Clients and their service providers to regulatory fines or financial losses and cause reputational damage. Cyberattacks are viewed as an emerging risk and the scope of the risk and related mitigation techniques are not yet fully understood and are subject to continuing change. While Verbena has put in place certain safeguards in case of disruption of information technology, including transmission failures, there can be no guarantee that such measures will be effective against all situations or will be implemented in time, and the Clients may be adversely affected. Business Continuity. Various force majeure events, including acts of God, natural disasters such as fire, flood or earthquakes, wars, terrorist acts, outbreaks of infectious disease, epidemics, pandemics or other serious public health concerns, cyber-attacks, technology and/or power failures, labor strikes, or geopolitical or other extraordinary, or other unforeseen circumstances or events, may materially disrupt Verbena’s business and operations, or the business and operations of any counterparty or service provider to Verbena or the Client Accounts. For example, if a significant number of Verbena’s personnel were to be unavailable in a force majeure event (such as war, terror attack or an outbreak of infectious disease), Verbena’s ability to effectively conduct the Firm’s business, and business could be severely compromised. In addition, the cost to Verbena or the Clients of repairing or replacing damaged assets or systems resulting from such force majeure event could be considerable. While Verbena has adopted certain policies and procedures designed to restore and/or continue its business and operations in such situations, there is no guarantee that such policies and procedures will be effective in any of such situations or will be implemented in time, and the Clients may be adversely affected.

Personal Trading The Code prohibits all employees from purchasing individual publicly traded securities for their own accounts or accounts that the employees control or which the employee may be deemed to have beneficial ownership (such as an account of a spouse or minor child). Employees are permitted to trade broad based ETFs. Verbena believes that this prohibition mitigates the most likely conflict of interest that may arise from personal trading activity by generally prohibiting trading in securities that largely comprise the investable universe of Verbena in advising the Clients. Employees are permitted to buy and sell private securities (such as investments in hedge fund, private equity funds and private companies) with prior approval. Employees are also permitted to invest in mutual funds and U.S. and non-U.S. government issued obligations without prior approval. In addition, Verbena may permit employees to maintain accounts that are managed on a discretionary basis by a third party if the employee has no direct or indirect influence or control over the investments for the account. Exceptions to the personal trading policy are handled on a case-by-case basis. For example, an exception may be granted for legacy positions that were held by an employee (or a covered family member) prior to that employee joining Verbena or to sell an investment that was originally made when the company was private and subsequently became publicly traded. In such a case, the employee would be required to obtain prior approval to sell such positions and may be subject to other restrictions as deemed appropriate by Verbena under the circumstances.

Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Verbena requires employees to report or receive approval for the receipt or giving of gifts and entertainment under

certain circumstances. The Code also generally requires employees to obtain prior approval before the employee, a spouse or certain other immediate family members makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an employee may make a contribution or engage in an activity for the selection of Verbena as an investment adviser for a governmental equity. Finally, the Code provides that, without prior approval, employees are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an employee’s personal activities.

Subject to best execution, in selecting brokers and dealers to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, Verbena may consider, among other factors that are deemed appropriate to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers’ or 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 charged to the Clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such services. Verbena need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, Verbena does not separately compensate any broker or dealer for any of these other services. Verbena maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. In situations where a Client has negotiated a commission rate directly with a broker, Verbena will not be able to obtain more favorable commission rates based on an aggregated trade for multiple Clients in the future, if any. In such cases, the Client will be precluded from receiving the benefit of any possible commission discounts that might otherwise be available as a result of the aggregated trade. In cases where trading or investment restrictions are placed on a Client Account, Verbena may be precluded from aggregating that Clients’ transaction with other Client Accounts, if any. In such a case, the Clients may pay a higher commission rate and/or receive less favorable prices than any future Clients who are able to participate in an aggregated order. Soft Dollar Usage From time to time, Verbena pays a broker-dealer commissions for effecting Client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Verbena will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Exchange Act and subject to prevailing guidance provided by the SEC regarding Section 28(e). Verbena believes it is important to its investment decision-making processes to have access to independent research. Where a product or service obtained with soft dollars provides both research and non-research assistance to Verbena (i.e., a “mixed use” item), Verbena will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between

administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Verbena’s allocation of the costs of such benefits and services between those that primarily benefit Verbena and those that primarily benefit the accounts. When Verbena uses brokerage commissions (or markups or markdowns) generated by any accounts to obtain research or other products or services, Verbena receives a benefit because it does not have to produce or pay for such products or services. While Verbena is obligated to seek best execution for each account, the fact that Verbena can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer based on Verbena’s interests, to the exclusion of another broker-dealer that offers business terms that are also favorable to one or more accounts. At least annually, Verbena considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon and Verbena attempts to allocate a portion of the brokerage business on behalf of the Clients on the basis of that consideration. Trade Aggregation and Allocation Policies and Procedures Verbena intends to execute trades and investments in the Client Accounts. In advising multiple actively traded Client Accounts, it will be the policy of Verbena to allocate investment opportunities to the multiple Clients on a fair and equitable basis, to the extent practical and in accordance with each Client’s applicable investment strategies, over a period of time Trade Error Relating to the Clients If a trade error is to occur in a Client Account(s), Verbena will review the relevant IMA(s) to determine the notice provision to such Client(s) and determine which party is responsible for any losses from a trade error. Cross Trade or Principal Trade Verbena does not intend to enter into cross trades or principal trades.

The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor a referral of a Client to an investment adviser vs. another investment adviser, for which the agent will receive no or lower fees. Prospective Clients

should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment adviser.

Prior to voting, Verbena will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. Verbena may refrain from voting proxies where Verbena believes that voting would be inappropriate, taking into consideration the cost of voting the proxies and the anticipated benefit to the Clients. A Client may also contact Verbena via e-mail or telephone to request a copy of Verbena’s proxy voting policy