Item 4 — Purpose of Transaction
The Reporting Person is the adviser of the Issuer and serves as investment adviser to separately managed accounts that invest in the Issuer. As part of its investment advisory services rendered to the separately managed accounts, the Reporting Person acquires, holds, and disposes of Shares of the Issuer for the separately managed accounts for investment purposes in the ordinary course of business. The Reporting Person intends to review the separately managed accounts' investments in the Issuer on a continuing basis and may cause the separately managed accounts to acquire additional securities of the Issuer or to sell, or otherwise dispose of, all or some of the securities of the Issuer. Such actions will depend upon a variety of factors, including, without limitation, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Person may deem material to its investment decision. Pursuant to a Master Services Agreement (the "Master Services Agreement") between the Reporting Person and Glass, Lewis & Co., LLC ("Glass Lewis"), dated as of February 23, 2022, the Reporting Person has delegated to Glass Lewis full voting authority with respect to Shares held by the separately managed accounts for which the Reporting Person otherwise had voting power. Glass Lewis has agreed to vote such Shares in accordance to its proxy voting guidelines. The Master Services Agreement shall remain in effect for successive one-year terms unless the Reporting Person provides written notice of non-renewal at least sixty-days prior to the end of the then-current term. This summary is qualified in its entirety by reference to the terms of the Master Service Agreement, filed as Exhibit 99.1 hereto, which is incorporated by reference herein.