Iridian Asset Management LLC

Fees and Compensation

     Separate Accounts
     Iridian is compensated for its advisory services by charging a fee that is based on a
     percentage of assets under management. Upon request, Iridian also charges a fee that is
     based upon the performance of a client’s account. The specific manner in which fees are
     charged is established in a client’s written agreement with Iridian. In certain
     circumstances, fees and account minimums for separate account management may be
     negotiable.

     Funds
     The Firm acts as investment adviser to various Funds. The Firm is compensated for its
     advisory services by charging a fee that is based on a percentage of assets under
     management. The General Partner of a Fund also may charge a fee that is based upon the
     performance of the Fund. For a full description of the fees and compensation for any
     particular Fund, please refer to that Fund’s confidential offering memorandum.

     Other Advisory/Sub-Advisory Relationships
     Iridian provides discretionary investment advisory services to an Undertakings for
     Collective Investment in Transferable Securities (UCITS) Fund. All fees paid to Iridian by
     this investment vehicle are separate from the fees and expenses charged to investors by
     those investment vehicles. A complete explanation of these fees and expenses is contained
     in the prospectus or informational brochure for this investment vehicles.

     Commissions and Other Charges
     Iridian’s fees are exclusive of brokerage commissions, transaction fees, and other related
     costs and expenses which may be incurred by the client. Clients may incur certain charges
     imposed by custodians, brokers and other third parties. Mutual funds and exchange traded
     funds which may be purchased by Iridian also charge internal management fees which
     are disclosed in a fund’s prospectus. These third-party charges, fees and

IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026

     commissions are exclusive of, and in addition to, Iridian’s fee. Please see the section
     “Brokerage Practices” for additional information about the factors that Iridian considers
     in selecting or recommending broker-dealers for client transactions and determining the
     reasonableness of their compensation (e.g., commissions).

     Billing and Payment
     The Firm may change its fee structure at any time. All invoices are due promptly upon
     receipt.

     Clients whose assets are managed in separate accounts are billed for any fees incurred.
     Management fees and performance allocations of a Fund will be deducted from the assets
     of the Fund.

     Generally, a client will be invoiced quarterly, in arrears, based upon the average of the
     month-end values of the client’s account during the previous quarter. Generally, quarterly
     fees will be pro-rated by adjusting a client account’s month end value if the net
     deposit/withdrawal transactions on any day, or any series of days, within a month exceed
     5% of the account’s month opening balance.

     Fees for partial quarters will be calculated on a pro-rata basis.

IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026

Fee Schedule and Minimum Account Size
The following table sets forth the Firm’s fee schedule and minimum account size for its Separate
Accounts and Funds that actively seek new clients.

 Separate Accounts:
  Name of Product             Base Fee, Based on Assets Under               Performance     Minimum
                                   Management (“AUM”)                           Fee?        Account
                                                                                              Size

                       1.00% on the first $50 million of AUM;
 Mid-Cap Product       0.75% on the next $50 million; and                        No        $10,000,000
                       0.55% on the amount over $100 million.

  Funds:

           Name of Entity                  Base Fee, Based on Assets       Performance      Minimum
                                             Under Management                 Fee or       Investment
                                                   (“AUM”)                    Special
                                                                            Allocation?

  Iridian Private Business Value 1.00% of AUM                                   No          $1,000,000
  Equity Fund, LP

  Iridian Eagle Fund, LP                 .25% of AUM                            Yes         $1,000,000

IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026

                   Performance-Based Fees and Side-By-Side Management
     A client which maintains an account separately managed by Iridian and which meets
     certain qualification standards may negotiate a fee based upon Iridian’s investment
     performance (a “Performance-Based Fee”) and will only be charged in accordance with
     certain regulatory guidelines.

     Investors in certain Funds advised by the Firm will be charged a Performance-Based Fee
     which, if earned, will be allocated and paid to the Fund’s general partner which is an entity
     wholly owned by Iridian.

     Under a Performance-Based Fee arrangement, a client will agree to pay a percentage of
     profits earned during a specified time period. The time period over which the
     Performance-Based Fee is calculated will be negotiated with each client. Typically, the
     time period is one year.

     Under a Performance-Based Fee arrangement, the Firm may receive increased
     compensation with regard to unrealized appreciation as well as realized gains in a client’s
     account. This may create an incentive for the Firm to make riskier or more speculative
     investments than would be made under a different fee arrangement. The potential for
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Types of Clients

     The Firm provides (or has provided and seeks to provide) investment advice to the
     following types of clients:

         •   High net worth individuals
         •   Foundations and endowments
         •   Registered investment companies
         •   Pension and profit-sharing plans
         •   Trusts, estates, or charitable organizations
         •   Corporations and other business entities
         •   State and local municipalities
         •   Undertakings for Collective Investment in Transferable Securities (UCITS) Funds
         •   Insurance companies
         •   Other investment advisers
         •   Pooled investment funds structured as limited partnerships of which a wholly
             owned entity of Iridian acts as the general partner

     An investor in a Fund must meet certain criteria as set forth in the subscription documents
     relating to that Fund. No investment into any of the Funds may be made unless all
     subscription documents have been accepted by the general partner of each Fund and/or
     such Fund’s third-party administrator, if applicable.

     The Firm has established a minimum account or investment size for its various products.
     Please see the table under the section “Fees and Compensation.”

IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026

                 Methods of Analysis, Investment Strategies and Risk of Loss

     In this section, we discuss generally the investment philosophy and process we employ,
     and the material risks of investing, in our various portfolios and products.

     Mid-Cap Equity Strategy/U.S. Equity Strategy (together “Mid-Cap Equity Strategy”)

     “Mid-Cap Equity” is the name of the strategy used within the U.S. Outside of the U.S.
     the strategy is referred to simply as “U.S. Equity.”

    Philosophy

     Investing in “corporate change” is the cornerstone of Iridian’s Mid-Cap Equity Strategy
     investment philosophy. We believe that while markets are generally efficient in
     determining value, they regularly fail to discount the long-term strategic and investment
     implications of dramatic structural change in a company or industry. This process of
     change can result not only in a significant transformation in the financial performance of
     a company, but also in the way a company is perceived and hence valued by the market.
     Our goal is to tap into “corporate change” opportunities before they are fully recognized
     or valued by the market.

     Process

     Our two-step stock-selection process is disciplined, bottom-up, and value-based, and uses
     mostly in-house generated fundamental research to identify companies undergoing
     “corporate change” and generating large amounts of free cash flow. We do not rely on
     the quantitative screens used by most conventional equity managers to develop a universe
     of potential stock candidates; rather “corporate change” is our screen. The two steps we
     use to identify and value potential investment opportunities are as follows:

     Step 1: Establish an Investment Premise

     The first step in our process is identifying companies undergoing corporate change. We
     research a company when an investment premise or event indicates that a catalyst exists
     that could create investment value. Examples of frequent catalysts are highlighted in the
     following diagram:

IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026

     Step 2: Establish an Economic Valuation
     Our valuation process emphasizes two key factors. First, we focus on free cash flow
     generation. Second, we value a company as if we were acquiring the entire business.
     The valuation techniques we use are truly traditional; they are grounded in long-standing
     corporate finance principles that are more often used by private equity and mergers and
     acquisition professionals when evaluating a company. Our research is based primarily on
     the review of publicly available documents filed with the SEC and interviews with
     management, competitors and customers. Numerous visits to a company and meetings
     with its principal officers are an integral part of a thorough review of the company’s
     operating and financial conditions.

     Reflecting our bottom-up fundamental analysis of companies, the sector and industry
     weightings of our portfolios are exclusively a by-product of our stock-selection process
     and our portfolio managers’ conviction. Ultimately, stock selection is the investment
     decision that adds most value to clients’ portfolios.

     Investment Guidelines for Separate Accounts in the Mid-Cap Equity Portfolios

     Unless otherwise restricted in writing by a Client, Iridian generally will follow the
     following investment guidelines for portfolios managed as separate accounts in the Mid-
     Cap Equity Strategy:

IRIDIAN ASSET MANAGEMENT LLC - Form ADV Part 2A – March 5, 2026 – Updated April 23, 2026

         •   Client accounts typically will be invested in 40 to 60 equity securities.

         •   Client accounts are normally expected to be fully invested but cash equivalents
             may be held for defensive purposes or to augment returns. Although no limit is
             placed on the amount of cash equivalents that a portfolio may hold, Iridian is
             expected to inform the Client if the allocation to bonds and cash equivalents
             exceeds 10% of the market value of the portfolio at the end of any month.

         •   Iridian anticipates individual equity holdings at time of purchase generally will not
             exceed 5% of the portfolio.

     Iridian anticipates that the market capitalization of the portfolio companies at the time of
     purchase generally will be within the market capitalization range of the Russell ™ Midcap
     Index at the time of purchase.
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