A.General Description of Advisory Firm. MWV was founded by Edwin H. Morgens and John C. Waterfall. Phoenix Partners, L.P., a New York limited partnership (the "Partnership"), was established in 1968. Phaeton International (BVI) Limited, a British Virgin Islands business company (the "Offshore Fund"), was established in 1969. Morgens Waterfall Master Fund (BVI) Limited, a British Virgin Islands business company (the "Master Fund"), was established in 2022. Edwin H. Morgens is the sole shareholder of MWV. The Partnership generally invests all of its investible assets in the Master Fund and operates as an investment vehicle primarily for the benefit of taxable U.S. investors. The Offshore Fund, which operates as a professional fund for the benefit of non-U.S. investors and permitted U.S. investors (i.e., U.S. tax-exempt or permitted investors or entities comprised primarily of U.S. tax-exempt or permitted investors), invests all of its investible assets into Phaeton Intermediate (BVI) Limited (the "Intermediate Fund"), a British Virgin Islands business company, which, in turn, generally will invest all of its investible assets in the Master Fund. MW Management L.L.C., a Delaware limited liability company affiliated with MWV (the "General Partner"), serves as the general partner of the Partnership. Edwin H. Morgens is the managing member of the General Partner. Phaeton Management, L.L.C., a Delaware limited liability company affiliated with MWV (the "Phaeton General Partner"), serves as the general partner of the Intermediate Fund. Edwin H. Morgens is the managing member of the Phaeton General Partner. MWV is the investment adviser to the Partnership, the Offshore Fund , the Intermediate Fund and the Master Fund (together, the "Funds"), which are managed as a single master-feeder structure, and specialize

in equity investments. The Brochure does not constitute an offer to sell or a solicitation of an offer to buy any securities. It generally includes information about MWV and its relationships with clients and affiliates. Certain information included herein applies to specific clients or affiliates only. As the Partnership, the Offshore Fund and the Intermediate Fund generally conduct all of their investing and trading activities through, and generally invest all of its investable assets in, the Master Fund, references herein to the Master Fund's investments or investment program or strategy and related risks are applicable to and deemed to also refer to the Partnership, the Offshore Fund and the Intermediate Fund and any other vehicle for which the Master Fund indirectly makes investments or enters into transactions. B.Description of Advisory Services. MWV provides investment advisory services that focus on thematic investing, long- short, special situations and event driven securities. C.Availability of Customized Services for Individual Clients. MWV’s investment decisions and advice with respect to each client are subject to each client's investment objectives and guidelines, as set forth in its respective governing documents. MWV may, in the future, furnish discretionary investment advisory services to managed accounts (the "Managed Accounts"), but MWV does not advise any Managed Accounts currently. MWV expects to execute the trades for Managed Accounts. As used herein, the term "client" generally refers to each Fund and each beneficial owner of a Managed Account. D.Wrap Fee Programs. MWV does not participate in a wrap fee program. E.Assets Under Management. MWV has $165,977,859 in regulatory assets under management as of December 31, 2023, which MWV manages on a discretionary basis.