Avala Global

Avala Global LP (hereinafter “Avala”, the “Adviser”, the “Investment Manager”, or the “Firm”) is a Delaware limited partnership formed in December 2021 with its principal place of business in New York, New York. The Firm is controlled and principally owned by Divya Nettimi (the “Principal”), who acts as Managing Member of its general partner, Avala Global GP LLC, a Delaware limited liability company. Atlas Trust, a trust controlled by Divya Nettimi’s family, is also a principal owner of the Adviser. The registration on Form ADV also covers Avala Global LLC (the “General Partner”), a Delaware limited liability company. The General Partner is an affiliate of the Investment Manager and serves as General Partner to the Funds, as defined below. Divya Nettimi controls the General Partner as its Managing Member. Avala serves as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a confidential private placement memorandum to “accredited investors”, as defined in Regulation D under the Securities Act of 1933, as amended (the “1933 Act”), or non-”U.S. Persons” as defined in Regulation S under the 1933 Act, and “qualified purchasers,” as defined under the Investment Company Act of 1940 (the “Company Act”), as amended. Avala does not tailor its advisory services to the individual needs of any particular investor. Avala currently advises the following private investment funds: • • • •

Avala Global Onshore LP, a Delaware limited partnership (the “Onshore Fund”) Avala Global Offshore LP, a Cayman Islands exempted limited partnership (the “Offshore Fund”) Avala Global Intermediate LP, a Cayman Islands exempted limited partnership (the “Intermediate Fund”) Avala Global Master LP, a Cayman Islands exempted limited partnership (the “Master Fund”)

The Offshore Fund invests all of its assets in the Intermediate Fund. The Intermediate Fund and the Onshore Fund invest all of their assets in the Master Fund. The Onshore Fund, Offshore Fund, Intermediate Fund, and Master Fund, are herein each referred to as a “Fund” or “Client,” and collectively referred to as the “Funds” or the “Clients.” The Onshore Fund’s and the Offshore Fund’s “Limited Partners” are hereafter collectively referred to as “Investors” where appropriate. The Master Fund is a global equity long-short fund that makes concentrated investments in public and private companies. The Investment Manager focuses on conducting deep fundamental research in order to identify and monetize differentiated ideas. The Master Fund’s mission is to compound capital at high rates over the long term through a concentrated portfolio of best ideas. The investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” Avala may, in the future, advise other clients and private investment funds, including special purpose vehicles, co-investment funds, and similar investment vehicles. Avala does not currently participate in any Wrap Fee Programs.

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Avala manages, on a discretionary basis, approximately $3,820,660,613 of client regulatory assets under management as of May 31, 2026. Avala does not manage any assets on a non-discretionary basis. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the 1933 Act, and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D under the 1933 Act, “qualified purchasers” as defined in the Company Act, or non-”U.S. Persons” as defined in Regulation S under the 1933 Act. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

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The fees applicable to each of the Funds are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee The Master Fund will pay Avala a fee for its services (the “Management Fee”) for each month equal to a twelfth of the result of the applicable management fee rate multiplied by the balance of each Investor’s capital account in the Onshore Fund or Offshore Fund as of the beginning of the month (before taking into account the estimated accrued Incentive Allocation, if any). For purposes of calculating the Management Fee, “special investments” are valued at the lower of (i) initial cost, as adjusted for partial realizations (or deemed realizations) and (ii) fair value (which may be cost), as determined by Avala. The Management Fee is calculated and paid in advance within 10 days of the first day of each fiscal month. The specific rates, calculation methodology and other terms of the Management Fee applicable to each tranche of interests is detailed in the Funds’ Offering Documents. The Investment Manager, in its sole discretion, may waive or modify the Management Fee for any Investor, including the Principal and any other member, partner, affiliate or employee of the General Partner or the Investment Manager, any member of the immediate family of any such person, and any trust or other entity established for the benefit of any such person. The General Partner is not charged the Management Fee. Incentive Allocation Generally, at the end of each fiscal year, the General Partner is entitled to an incentive allocation (the “Incentive Allocation”) from the Onshore Fund and the Intermediate Fund, which is determined separately with respect to each capital account established for an Investor. The Funds offer several tranches of interests into which Investors may invest, and the rate and manner of calculation of the Incentive Allocation applicable to each Investor is determined by the terms of the tranche of interests in which each such Investor invests. The specific Incentive Allocation amounts charged to Investors will also vary due to a number of factors including, without limitation, restrictions from participating in new issues, timing of capital contributions and withdrawals, and participation in special investments. Generally, the Incentive Allocation allocated in respect of an Investor’s capital account will be an amount equal to the result of (i) the applicable Incentive Allocation rate multiplied by (ii) the amount of the net capital appreciation allocated to such capital account for such fiscal year, reduced by the Management Fee debited to such capital account for such fiscal year, taking into account any gains or losses from special investments that have been realized or deemed realized, but reduced to the extent of any balance in such capital account’s “loss recovery account.” The specific rates and calculation methodology for the Incentive Allocation applicable to each tranche of interest is detailed in the Funds’ Offering Documents. The General Partner, in its sole discretion, may waive or modify the Incentive Allocation for any Investor, including the Principal and any other member, partner, affiliate or employee of the General

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Partner or the Investment Manager, any member of the immediate family of any such person, and any trust or other entity established for the benefit of any such person. Payment of Fees Fees and compensation paid or allocated to the Adviser or its affiliates by a Fund will generally be deducted from the assets of such Fund. As discussed above, Management Fees are generally deducted on a monthly basis and the Incentive Allocation is generally deducted on an annual basis. Prepayment of Fees Generally, the Master Fund pays the Management Fee to Avala within the first 10 days of each month for such month. The Funds only permit voluntary withdrawals on applicable quarter-ends; however, if the Funds were to wind up or permit an Investor to withdraw on a date that is not a month-end, a pro rata portion of the Management Fee that was paid in advance by the Funds and borne by such Investor would be refunded. Additional Compensation and Conflicts of Interest Neither the Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products. Additional Fees and Expenses In addition to the management fees and incentive compensation items noted above, Investors will bear indirectly the operating expenses charged to the applicable Funds, which include, without limitation: (i) expenses related to the research, due diligence and monitoring of actual and prospective investments of the Master Fund (whether or not consummated) and the consummation and disposition of investments of the Master Fund, including the following: third-party investment sourcing fees; fees and expenses related to obtaining research and market data (including expenses related to obtaining, processing and analyzing “big data” or “alternative data,” any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data) and expenses related to performing due diligence on current or prospective vendors of such research or market data services; due diligence expenses including consulting and appraisal fees; travel expenses (including transportation, lodging and meals); conference registration fees; brokerage, prime brokerage and futures commission merchant fees, commissions and expenses; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; costs and expenses related to a Subscription Facility; fees and expenses of proxy research and voting services; and fees and expenses of third-party professionals, including consultants, investment bankers, attorneys and accountants; (ii) organizational and reorganizational expenses; (iii) the Master Fund’s direct or indirect pro rata share of any compensation payable in connection with the management of any investment (including any special investment) by an unaffiliated third party or management team, which may include both asset-based fees and performance-based fees (which, for the avoidance of doubt, will not reduce the Management Fee or Incentive Allocation payable to the Investment Manager and the General Partner, respectively, unless such investment is a Blind Pool); and (iv) operational expenses, including the following: fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or

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applicable law (including reporting obligations), facilitate and manage the order execution of financial instruments or otherwise manage the Master Fund or any trading vehicle, such as Bloomberg terminals, portfolio management systems, risk management systems, order management systems and corporate access and research management systems; fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses (including any “shadow” administrator); expenses of third-party middle and back office support; fees and expenses of third-party professionals, including consultants, valuation service providers, attorneys, accountants, tax advisors and public relations firms; the costs of any litigation or investigation involving activities of the Funds or any trading vehicle; third-party audit and tax preparation expenses; insurance expenses, including premiums for cybersecurity insurance and liability insurance covering the General Partner, the Adviser and the members, partners, managers, officers, employees and agents of any of them, and each member of the Advisory Board; fees and expenses of any antimoney laundering officers of the Funds (as applicable); fees and expenses (including director registration fees) of any trading vehicle’s directors and officers (including any anti-money laundering officers); fees and expenses of the independent members of the Advisory Board; costs of preparing and distributing reports and notices (including, without limitation, all costs incurred to audit such reports, provide access to a database or other internet forum and any other operational, legal, secretarial or postage expenses associated with distribution of the same); costs and expenses related to CRM software; taxes; expenses incurred in connection with negotiating and complying with provisions of any Side Letter Agreement and expenses incurred in connection with any transfers of interests or a Limited Partner’s admission or withdrawal, unless otherwise charged to or borne by the applicable transferee or Limited Partner; fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Funds or any trading vehicle, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings); expenses incurred in connection with the offering and sale of the interests in a Fund, including marketing related travel expenses (including transportation, lodging and meals) and other similar expenses related to the Fund (excluding fees payable to any placement agent), including meetings with investors and prospective investors; expenses incurred in connection with the preparation, amendment, modification, revision or restatement of the offering and governing documents of the applicable Funds; extraordinary expenses, including the following: indemnification expenses; fees and expenses incurred in connection with any tax audit by any tax authority, including any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding up or termination of the applicable Funds or any trading vehicle. Investors should review the Funds’ Offering Documents to fully understand the types of fees and expenses paid for by such Fund. The Funds will also bear their pro rata share of any expenses of a vehicle through which it invests, including any trading subsidiary or special purpose vehicle. To the extent that expenses to be borne by the Funds are paid by Avala or its affiliates, the Funds will reimburse such party for such expenses. If any of the above expenses are incurred jointly for the Funds’ accounts and any other Avala client, such expenses generally will be allocated in accordance with Avala’s expense allocation policy. Please see “Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading” for additional information on certain conflicts related to the allocation of expenses. Allocation of Expenses The Investment Manager seeks to fairly allocate expenses among the Master Fund and any additional co-investors.

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The descriptions set forth in this Brochure of specific advisory services that Avala offers to Clients, and investment strategies pursued and investments made by the Firm on behalf of its Clients, should not be understood to limit the Firm’s investment activities in any way. Avala may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Avala considers appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. The investment strategies Avala pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved or complete losses will not be incurred. Methods of Analysis and Investment Strategies The Master Fund is a global equity long-short fund that makes concentrated investments in public and private companies. The Investment Manager focuses on conducting deep fundamental research in order to identify and monetize differentiated ideas. The Master Fund’s mission is to compound capital at high rates over the long term through a concentrated portfolio of best ideas. Key components of the Investment Manager’s investment philosophy include: •

Thought Leadership: The Investment Manager strives to be early to themes and invest on behalf of the Master Fund in differentiated ideas. The Investment Manager believes that one of the best ways to create strong alpha is to identify companies and trends well before others, particularly in areas less explored by the market. The Investment Manager seeks to not only find ideas that are underfollowed or misunderstood, but to also size and monetize them before they are fully appreciated by the market. The Investment Manager seeks to develop deep sector expertise in these areas and to share with companies its insights and strategic guidance along with financial capital to underscore the Investment Manager’s commitment to the partnership.

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Fundamental Analysis: The Investment Manager’s approach is concentrated and fundamental, with the goal of investing in companies that it believes are being valued substantially above or below their intrinsic value. Combining strong sector expertise with a rigorous diligence process, the Investment Manager seeks to develop differentiated and high conviction views.

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Long-Term Horizon: The Investment Manager underwrites the value of a business based on its belief about the medium- to long-term earnings trajectory. While the Investment Manager’s foundation is long-term thinking, the Investment Manager closely follows nearterm data points that provide evidence of whether the long-term view is still intact.

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Enhancing Outcomes: In addition to finding differentiated ideas and conducting deep diligence, the Investment Manager strives to monetize returns more robustly through valuation discipline, concentrated sizing when conviction is high, and dynamic portfolio management that is optimizing for best ideas.

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Public and Private Investments: The Investment Manager believes it is deeply synergistic to analyze public and private investments and will opportunistically invest in private companies with the goal of enhancing Fund returns.

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•

Capital Preservation: The Investment Manager focuses on limiting permanent loss of capital in the medium-term. The Investment Manager’s risk management philosophy is grounded in this principle rather than in minimizing short-term portfolio volatility.

Avala will primarily invest in public and private companies, though from time to time Avala may determine the most attractive risk-adjusted return is presented by other types of financial instruments. In addition, Avala may use derivatives or other securities for the purposes of hedging risks including, but not limited to, foreign exchange. Investors should refer to the Funds’ Offering Documents for additional details and a full description of the investment program. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by Avala. These risk factors include only those risks Avala believes to be material, significant or unusual and relate to particular, significant investment strategies or methods of analysis employed by the Firm. An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that Avala will achieve its investment objectives. An investment carries with it the inherent risks associated with investments in publicly-traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Avala. Risks Relating to Investment Strategies Risk of Loss No guarantee or representation is made that the Funds’ investment program, including each Fund’s investment objective, 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. Competition; Availability of Investments Certain markets in which the Funds may invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Funds will be able to identify or successfully pursue attractive investment opportunities in such environments. Subject to the Investment Manager’s policies and procedures, the personnel of the Investment Manager may discuss with other market participants (including other investment managers) information regarding existing and potential investments (including information that would otherwise be maintained confidentially). While these interactions are intended to benefit the Funds, there is a risk that the sharing of such ideas could result in increased competition for potential investments, and result in the Funds not being able to make certain investments in the amounts or at the prices that would have been obtainable had the personnel not shared such information.

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Discretion of the Investment Manager; New Strategies and Techniques While the Investment Manager generally seeks to employ the representative investment strategies and techniques discussed herein, the Investment Manager (subject to the policies and control of the General Partner) has considerable discretion in the types of financial instruments the Funds may trade and has the right to modify the investment strategies and techniques of the Funds without the consent of the Investors. Additionally, the strategies that the Investment Manager may pursue for the Funds are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. The Investment Manager has broad latitude with respect to the management of the Funds’ risk parameters. Prospective Investors should recognize that by investing in the Funds, they are placing their capital indirectly under the full discretionary management of the Investment Manager and authorizing the Investment Manager indirectly to trade for the Funds using whatever strategies in such manner as the Investment Manager may determine. 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. Investors generally will not be informed of any changes in the Investment Manager’s strategies, techniques, discretionary approach and tactics. There can be no assurance that the Investment Manager will be successful in applying its approach and there is material risk that an investor may suffer significant impairment or total loss of its capital. Volatility Risk The Funds’ investment program may involve the purchase and sale of relatively volatile financial instruments and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such financial instruments and/or markets can adversely affect the value of investments held by the Funds. Diversification and Concentration The Funds’ main portfolio is expected to be concentrated in a limited number of financial instruments. In addition, the Funds’ portfolio may become significantly concentrated in financial instruments 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 financial instruments. Long/Short The success of the Fund’s long/short investment strategy depends upon the Investment Manager’s ability 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 Funds’ 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 underlying the Funds’ positions were to fail to converge toward, or were to diverge further from, values expected by the Investment Manager, the Funds may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Funds to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Investment Manager’s long/short strategy may become outdated and inaccurate as market conditions change.

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Avala provides discretionary investment management services to the Funds as described above. Avala may, in the future, provide investment advisory services to other types of clients. The Funds’ respective investment programs and such additional clients may or may not overlap. The Funds’ Offering Documents set forth the eligibility requirements and applicable minimum subscription amount. The minimum subscription amount may be waived by the Firm for certain Investors in the General Partner’s sole discretion. Each Investor in the Onshore Fund generally must be (i) an “accredited investor,” as defined in Regulation D under the Securities Act, and (ii) either a “qualified purchaser,” as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule 3c-5 of the Company Act, and must meet other suitability requirements. Each Investor in the Offshore Fund generally must be either (i) a non-U.S. Person or (i) a Permitted U.S. Person that qualifies as an “accredited investor,” as defined in Regulation D under the Securities Act, and (ii) either a “qualified purchaser,” as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule 3c-5 of the Company Act, and must meet other suitability requirements.

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Avala and its affiliates are entitled to performance-based compensation in connection with the investment performance of a single trading Client, which is the only Client for whom Avala invests on a discretionary basis. As a result, Avala and its affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based compensation from some clients, but not from other clients, or at different rates, and allocates limited investments among such Clients. Performance-based allocation arrangements may create an incentive for the Firm to recommend investments which may be riskier or more speculative than those which Avala would recommend under a different arrangement.

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Neither Avala nor its management persons are registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.

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Code of Ethics The Firm has adopted a “Code of Ethics” that establishes the high standard of conduct that it expects of its employees and procedures regarding the employees’ personal trading of securities. Avala’s employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of the Code of Ethics is based upon the following underlying fiduciary principles: • • • • •

Employees must at all times place the interests of the Funds and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); Employees should not misrepresent the Firm or their role within it; Employees should not take inappropriate advantage of their positions with the Adviser; and Employees must comply with the federal securities laws.

As described more fully below, Employees may not buy or sell single-name securities except for the purpose of holding or liquidating any such holdings after the commencement of employment. Employees are permitted to liquidate positions held at the time of employment in single-name securities subject to pre-clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. Avala will provide a copy of the Code of Ethics to its Investors, or any prospective investor, upon request. Certain Conflicts of Interest Related to Clients and Client Transactions This section discloses certain conflicts of interest with respect to Client transactions, however this does not purport to be a comprehensive list of all conflict disclosures. Investments by the Principal and Investment Manager-Related Investors in the applicable Funds and Other Accounts (as defined below) The “Principal,” together with members of her immediate family and any trust or other entity established for the benefit of any such person, directly or through the General Partner, has initially invested the majority of her liquid net worth in the applicable Funds. The Principal and any other member, partner, affiliate or employee of the General Partner or the Investment Manager, 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 applicable Funds (the “Investment Manager-Related Investors”) may be in possession of information relating to the Funds that is not available to other Investors and prospective investors. The Principal and other Investment ManagerRelated Investors are not required to keep any minimum investment in the applicable Funds and may invest in Other Accounts. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to the Investors. Investments by the Principal

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and other Investment Manager-Related Investors in the applicable Funds and/or Other Accounts could incentivize the Principal and other Investment Manager-Related Investors to increase or decrease the risk profile of the Funds and/or any Other Accounts and take other actions that may adversely affect the Funds, including, for example, allocating time to the business of the Funds and the management of Other Accounts and businesses in a different manner than such time would be allocated absent such investments, or allocating trades and investment opportunities in a different manner than such trades or opportunities would be allocated absent such investments. Personal Investments by Investment Manager Employees Generally The Code of Ethics of the Investment Manager places restrictions on personal trades by employees of the Investment Manager and mandates that employees disclose their personal securities holdings and transactions to the Investment Manager on a periodic basis. The Code of Ethics also requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, employees of the Investment Manager may not engage in personal trading in single-name, publicly-traded stocks and bonds and may only dispose of any such securities held in their respective personal trading accounts subject to pre-clearance. Employees are not required, however, to obtain pre-clearance for personal investments in certain other asset classes and goods, including certain investments in residential real estate and mutual funds, whether or not the Funds have invested in the same or similar securities. In addition, the Investment Manager has the ability to permit certain employees, including the Principal, to maintain various personal investments that were acquired prior to their association with the Investment Manager, including investments in private issuers that may subsequently conduct public offerings of their securities, and may grant similar permissions in the future and/or permit personnel to sell such previously acquired securities. The Investment Manager, its affiliates and its employees may take action for their own accounts that differs from advice given or action taken for the Funds. This activity generally, but not exclusively, would occur when an employee is liquidating positions in a personal account that were acquired prior to the employee’s joining the Investment Manager – under those circumstances employees may sell securities that are held in the Funds’ portfolio (and that the Investment Manager intends to cause the Funds to continue to hold). Such actions are subject to the policies and procedures of the Investment Manager, including the pre-clearance requirements under its Code of Ethics. Advice given or action taken for personal accounts may also conflict with or be adverse to advice given or action taken for the Funds. In certain circumstances, including but not limited to situations where the employee is liquidating a position in an illiquid or lightly-traded security, these activities have the potential to adversely affect the prices and availability of other securities held by or potentially considered for purchase by the Funds. Personal Investments by the Principal and the Principal Entities The Principal, individually, on behalf of members of her family, through or on behalf of trusts, partnerships, companies and other entities formed for her benefit and the benefit of members of her family, and/or through or on behalf of trusts, partnerships, foundations, companies and other entities which may from time to time include other philanthropic, charitable, civic, social or other organizations (collectively, along with the Principal, the Principal’s family, and such trusts, partnerships and other entities, the “Principal Entities”) may make, hold and dispose of investments outside of, and separate and apart from, her interests in the Funds. These investments by the Principal Entities include, but are not limited to, (i) direct investments in financial instruments in which the Funds have also invested (including, without limitation, where such investments were made by the Principal Entities prior to the Funds making such investments) or where the Principal Entities receive such investments as an in-kind distribution from pooled investment vehicles

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managed by third parties and (ii) equity and other investments in pooled investment vehicles that are managed by third parties, and such vehicles may invest in financial instruments in which the Funds have also invested. In addition, such pooled investment vehicles could in the future invest in Interests of the applicable Funds or in Other Accounts (including co-investment vehicles), or otherwise co-invest along with the Funds. Managers of pooled investment vehicles may share investment ideas with personnel of the Investment Manager, and the Funds may, when the Investment Manager deems it to be in Funds’ best interests, invest in financial instruments that are the subject of such discussions. The investments made by the Principal Entities generally will be investments that, at the time of investment, are opportunities that are determined by the Investment Manager to be inappropriate for investment by the Funds (for example, if such investments were originally considered for investment by the Funds and subsequently determined to be inappropriate for investment by the Funds (including due to the relatively small size of the investment opportunity), or in situations where the Funds have already invested in such financial instruments the amount the Investment Manager or its affiliates believe should be invested by the Funds). Investment decisions made by the Principal Entities will be subject to various restrictions and all such activities are subject to pre-approval by the CCO. Allocations of Trades and Investment Opportunities The Investment Manager will act in a fair and equitable basis in allocating investment opportunities among Clients, to the extent practical and in accordance with the Funds’ or Other Accounts’ applicable investment strategies, over a period of time. Because of differences in Client investment objectives and strategies, risk tolerances, tax status, and other criteria, there may be differences among clients in invested positions and investment opportunities held. Co-Investments The Investment Manager and its affiliates may, 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 with the Funds in particular investments. The Investment Manager and its affiliates are not obligated to arrange co-investment opportunities, and no Limited Partner will be obligated to participate in such an opportunity. The Investment Manager and its affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Limited Partner and may allocate co-investment opportunities instead to investors in Other Accounts or to third parties. The decision of the Investment Manager or its affiliates to offer (or not offer) co-investment opportunities to any Limited Partner will be made in the sole discretion of the Investment Manager or its affiliates, as applicable. If the Investment Manager determines, in its sole discretion, to offer any co-investment opportunity to a Limited Partner, the Investment Manager will provide the details of such opportunity at the time the offer is communicated to such Limited Partner. If the Investment Manager advises a committed co-investment vehicle in the future, such vehicle may be offered a co-investment opportunity before such opportunity is offered to any Limited Partner or other thirdparty investor, and no Limited Partner or other third-party investor will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in the Fund. If the Investment Manager or its affiliates determine that an investment opportunity is too large for the Funds, the Investment Manager and its affiliates may, but will not be obligated to, make proprietary investments therein. The Investment Manager or its affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Other terms and rights applicable to such co-investors

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Avala is authorized to determine the broker-dealer to be used for executing securities transactions for the Funds. In selecting broker-dealers to execute transactions, Avala does not need to solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Firm’s practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage, or other services provided by the broker which are included in the commission rate. Avala shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effect a Client trade, Avala seeks to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Client in such a manner that a Client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, Avala takes into consideration the price of a security offered by the broker-dealer, as well as a broker-dealer’s full range and quality of its services including, among other things, its facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness, brokerage and research services provided (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Firm uses “Soft Dollars.” In such cases, Soft Dollar credits, generated by the Fund’s trading activities, would be used to purchase brokerage and research services or products that would otherwise have been a Fund expense. Avala intends to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither the Firm nor any related person receives Investor referrals from any broker-dealer or third party. However, subject to best execution, Avala may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds. The provision by a broker of research and other services and property to Avala creates an incentive for the Firm to select such broker since it would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a broker may benefit any Client, including Clients that may not have paid for any Soft Dollar benefits, and such benefits may not be proportionate to commission dollars related to the provision of such research, services, or property.

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Avala does not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither Avala nor any of its related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals. Avala has entered into “capital introduction” arrangements whereby prime brokers that have existing business relationships with Avala introduce Avala to prospective investors, however such introduction services are not specifically compensated, and such introductions are limited to prospective Fund investors.

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To the best of Avala’s knowledge, there are no legal or disciplinary events that are material to an Investor’s or prospective investor’s evaluation of the Firm’s advisory business or the integrity of its management.

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Avala performs various daily, weekly, monthly, quarterly, and periodic reviews of the transactions, positions, and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Funds’ Offering Documents. In these reviews, the Firm pays particular attention to any changes in an investment’s fundamentals, overall risk management, and changes in the markets that may affect price levels. Account Reporting Investors receive reports in accordance with the terms of the Offering Documents, including, but not limited to, account statements and other performance information. In addition, annual audited financial statements are provided to all Investors generally within 120 days of each fiscal year end. Avala also provides information necessary for Investors to complete their respective U.S. federal and state income tax returns.

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Avala is deemed to have custody of Client funds and securities because the Firm has the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client’s account or otherwise withdrawing funds from a Client’s account. Account statements related to the Clients are sent by qualified custodians to Avala. Avala complies with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach and maintaining all Client funds and financial instruments with a qualified custodian, unless subject to an exception under applicable law or guidance. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), Avala will distribute each Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end.

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Avala has full discretionary investment authority with respect to the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities.

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In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), the Firm has adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. In certain circumstances, Avala may abstain from voting Proxies where it deems such course of action appropriate, subject to its policies and procedures. Avala has retained Institutional Shareholder Services, Inc. (“ISS”) as an expert in the proxy voting and corporate governance areas to assist in the due diligence process related to making appropriate proxy voting decisions related to all accounts. In addition, Avala utilizes ISS to facilitate the voting process and to provide recordkeeping with respect to how the Firm voted client proxies. Avala periodically conducts due diligence on ISS’ work to assess whether it is consistent with Avala’ s policies and procedures and whether conflicts of interest are being addressed. Avala may take into account all relevant factors in making a proxy voting determination, as determined by the Firm in its discretion, including, without limitation: • • • •

the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.

Generally, Clients may not direct Avala’s vote in a particular solicitation. Clients may obtain a copy of Avala’s proxy voting policies and proxy voting record upon request.

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Avala is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair the Firm’s ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.

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