Azora Capital LP

Azora Capital LP (“Advisor,” “we” or “us”) is a Delaware limited partnership that was formed in June 2016. We are principally owned by Ravi Chopra. We advise Azora Onshore Fund, LP (the “Onshore Fund”), Azora Offshore Fund, Ltd. (the “Offshore Fund,” and together with the Onshore Fund, the “Feeder Funds”), Azora Master Fund, LP (the “Master Fund”), Azora NextGen Fund LP (the “NextGen Fund”), Azora BOF LP (the “Banks Opportunity Fund,” and together with the Feeder Funds and Master Fund, the “Funds”), and separately managed accounts (the “Managed Accounts,” and collectively, the “client” or “clients”). Azora Capital Advisors LLC is the general partner (the “General Partner”) of the Onshore Fund, the Master Fund, the NextGen Fund, and the Banks Opportunity Fund. Like the Advisor, the General Partner is principally owned by Ravi Chopra. The General Partner is a “relying adviser” as that term is described in the SEC Staff No-Action Letter, dated January 18, 2012, to the American Bar Association, Business Law Section. Unless and only to the extent that the context otherwise requires, references to Advisor herein are deemed to include references to the General Partner. The principal owners and executive officers of the Advisor are listed in the Advisor’s Form ADV, Part 1A on Schedule A and Schedule B, respectively. We provide discretionary investment advice to the clients. Notwithstanding the foregoing, we are required to invest all investable capital of the Feeder Funds in the Master Fund. Our general investment and trading objective with respect to our clients is to generate consistently attractive risk-adjusted returns primarily by employing a fundamental, long/short equity strategy. The Master Fund’s strategy is primarily focused on the financial services sector as a whole. The NextGen Fund’s strategy is primarily focused on the financial technology subsector. The Banks Opportunity Fund’s strategy is primarily focused on the banking subsector. However, in either of the previously mentioned strategies, we may invest opportunistically in any other sector in our discretion. We generally do not permit investors in the private investment funds we manage to impose limitations on the investment activities described in the offering documents for those funds. Under certain circumstances, we may contract with a client to adhere to limited risk and/or operating guidelines imposed by the client. We negotiate such arrangements on a case by case basis. (See Item 16 “Investment Discretion.”) We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, we had $2,502,505,000 in regulatory assets under our management on a discretionary basis. The Advisor does not manage client assets on a non-discretionary basis.

Our fees and compensation are described in the advisory contracts we enter into with our clients. Separately managed accounts that we may manage are charged fees on a case-by-case basis, which may include management fees and/or performance-based fees. We generally deduct our management fees from client accounts monthly or quarterly. We generally receive performance-based fees or allocations from client accounts on an annual basis in arrears and upon redemptions by investors in the private investment funds we manage. Management fees and

performance-based fees or allocations are generally not refundable, including upon the termination of the advisory contract. All or part of our management fees or performance-based fees or allocations may be waived, reduced, rebated, discounted or, with the consent of the applicable underlying client(s), calculated differently by the Advisor from time to time in its discretion with respect to one or more underlying clients (including affiliates and persons designated as insiders of the Advisor and/or the General Partner) without notice to, or the consent of, the other clients. Such affiliates and/or insiders will be determined by the Advisor in its discretion. Funds generally bear all their own expenses, including, without limitation, the following: expenses related to the research, due diligence, execution and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: third-party investment sourcing fees; consulting fees; fees and expenses of and related to obtaining research and market data (including, without limitation, any information technology hardware, software and data subscriptions (such as Bloomberg and FactSet) or other technology incorporated into the cost of obtaining and monitoring such research and market data); due diligence expenses including, without limitation, consulting and appraisal fees; investment- and research-related travel expenses (including first and business class fares); any outsourced trading provider fees; brokerage and prime brokerage fees, commissions and expenses; expenses relating to borrowing securities to be sold short; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing costs; fees and expenses of proxy research and voting services; broken deal expenses; and fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; (ii) organizational expenses and expenses incurred in connection with the offering and sale of the Funds’ securities, including, without limitation, the preparation of the Funds’ organizational and offering documents, the Investment Management Agreement between the Funds and the Advisor and the Funds’ subscription agreements, fees and expenses of the Advisor incurred in connection with “world sky” matters and private placement regimes, including the European Alternative Investment Fund Managers Directive, and Form D and blue sky and similar fees and expenses, and expenses incurred in connection with negotiating and complying with provisions of any side letter agreement with investors; (iii) operational expenses, including, without limitation, the following: fees and expenses relating to information technology hardware, software or other technology (including, without limitation, 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 marketing, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations) in connection with the activities of the Funds, facilitate and manage the order execution of securities or otherwise manage the Funds (such as portfolio management systems and order management systems); fees and expenses of third-party risk management products, models and services; third-party administrative fees and expenses, including fees and expenses of the Funds’ administrator and any middle office service provider (including fees and expenses for conducting background checks on such service providers); fees and expenses relating to the use third-party professionals, including, without limitation, directors, consultants, valuation service providers, attorneys, accountants and tax preparers; the costs of any litigation, or to the extent permitted under applicable law, investigation involving activities of the Funds, including amounts paid in settlements thereof and attorneys’ fees; third-party audit and tax preparation expenses; insurance expenses, including, without limitation, directors and officers liability insurance, errors and omission insurance, and cybersecurity insurance and liability insurance covering the Advisor and its members, partners, officers, employees and agents, the Funds and each of the Funds’ directors and governance committee members (in each case, even if such insurance covers conduct for which indemnity would not be available from the Funds); fees and expenses associated with investor and director meetings, including, without limitation,

expenses related to the organization and conduct of directors’ and investors’ meetings (including, without limitation, travel (including first and business class fares), lodging and meal expenses), and director registration fees; fees and expenses associated with the Funds’ governance committees and directors; costs of preparing and distributing reports and notices to investors (including the development, implementation and maintenance of an investor electronic delivery site and/or system); entity-level taxes; fees and expenses related to compliance with applicable law and regulations in connection with the activities of the Funds, including, without limitation, any governmental, regulatory, licensing, filing, reporting or registration expenses, fees or taxes (including, without limitation, 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 and any filings or reporting with respect to the Foreign Account Tax Compliance Act provisions of the United States Hiring Incentives to Restore Employment Act of 2010 and similar laws in other jurisdictions); and (iv) extraordinary expenses, including, without limitation, the following: litigation expenses, the cost of settlements and indemnification expenses (including advances thereof); fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of any of the Funds. The expenses that are charged to separately managed accounts are determined on a case by case basis and are described in the advisory contracts we enter into with such clients. To the extent we incur any expenses for the benefit of one or more private investment funds and/or separately managed accounts, we generally will allocate such expenses in a reasonable manner among such private investment funds and/or separately managed accounts. We may also allocate a portion of certain clients’ capital to money market funds or exchange- traded funds that are managed by other investment managers. In addition to the fees and expenses discussed above, investors will indirectly incur similar fees and expenses if we invest client’s capital in such money market funds or exchange traded funds, as these funds in turn pay similar fees to their investment managers and other service providers.

A. Methods of Analysis and Investment Strategies Generally Our investment objective is to generate consistently attractive risk-adjusted returns for our clients. In seeking to achieve this investment objective, we employ a fundamental, long/short equity strategy which currently is primarily focused on the financial services sector. However, we may invest opportunistically in any other sector at our own discretion. The universe of securities reviewed by us

includes both U.S. and non-U.S. issuers. The Advisor believes that its deep industry experience and extensive relationships with management teams and industry participants position it well to identify investment opportunities in the financial services sector. The Advisor emphasizes stock selection and seeks to generate returns on both the long and short side of the portfolio. To do so, the Advisor employs a broad research coverage model that actively diligences both holdings and non-holdings within the sector on an ongoing basis, seeking to detect positive and negative inflection points in the businesses and market misperceptions of the companies’ earnings and balance sheet prospects. An important element of the research process relates to assessing market sentiment toward the stocks; the Advisor believes the best opportunities arise when the market is off-sides both in terms of numbers and sentiment. The Advisor seeks to continually hunt for such large expectation gaps and size up positions when found. In addition to ongoing company-specific research, the Advisor recognizes that top-down and macro themes such as interest rates, credit cycles, M&A cycles and regulatory change influence the sector. The Advisor seeks to quickly recognize the emergence of new themes and screen the sector to identify the companies most affected. In this way, the Advisor attempts to combine its rigorous bottom-up fundamental analysis with top-down themes. Further, the Advisor believes that its industry experience is an advantage in analyzing special and complicated situations such as IPOs, corporate actions and balance sheet complexity. Accordingly, the Advisor seeks to focus on these opportunities when they arise. The Advisor utilizes proprietary and third-party analytical tools to monitor portfolio-level risk. The Advisor views thematic risk for the financial sector coming from areas such as sensitivity to interest rates, credit and market levels and monitors its exposures to those themes on an ongoing basis. Rather than seeking to hedge out all risks, the Advisor will look to take calculated risks consistent with what it believes to be a sound investment policy and disciplined research process. From a position-level perspective, the Advisor monitors market sentiment, liquidity, short interest and upside/downside skew. The Advisor seeks to adjust position size based on these inputs, especially in front of potentially market-moving events such as earnings reports. The Advisor does not employ a formal stop loss policy; rather, it will reassess positions on a situation-specific basis. While the Advisor expects to generally invest in securities and other financial instruments in the financial services industry, the Advisor has broad and flexible investment authority. Accordingly, the Advisor’s investment strategy may at any time include long or short positions in U.S. or nonU.S. publicly traded or privately issued or negotiated common stocks, preferred stocks, stock warrants and rights, corporate debt, bonds, notes or other debentures or debt participations, convertible securities, fixed income securities, swaps, options (purchased or written), futures contracts, commodities, forward contracts and other derivative instruments, partnership interests and other securities or financial instruments including those of investment companies. The development of an investment strategy for each of our clients is an ongoing process. The strategies, techniques and methods described above will therefore be modified by us from time to time and over time. There is no limitation on the investment strategies, techniques, methods or processes which we may adopt for any particular client or the factors that we may take into account in analyzing investments for our clients. Depending on conditions and trends in securities markets and the economy generally, we may pursue other objectives, or employ other strategies, techniques, methods or processes, that we consider appropriate and in the best interest of the clients, without notice to them or their consent. Investing in securities involves risk of loss that clients and investors should be prepared to

bear. B. Certain Risks Associated with Methods of Analysis and Investment Strategies An investment in a private investment fund and/or separately managed account involves substantial risks, and prospective investors should carefully consider, among other factors, the risks described below. These risk factors are not intended to be an exhaustive listing of all potential risks associated with such an investment. The following risks primarily pertain to the Funds and other clients (including separately managed accounts) with similar strategies. All of these risks, and other important risks, are described in detail in the Funds’ respective Confidential Private Placement Memoranda. Prospective investors are strongly urged to review the applicable Confidential Private Placement Memorandum carefully and consult with their own financial, legal and tax advisors, before investing in a Fund. Investment and Trading Risks. All securities investments risk the loss of capital. The Advisor believes that its trading program and research techniques will moderate this risk through a careful selection of securities and other financial instruments. However, no guarantee or representation is made that the Advisor’s trading program will be successful or it will not incur losses. The trading program may utilize trading techniques including, but not limited to, short selling and the use of leverage and derivatives, which in practice can, in certain circumstances, increase the adverse impact to which our clients may be subject. In certain transactions, the Advisor may not be “hedged” against market fluctuations or, in reorganization or liquidation situations, may not accurately value the assets of the subject company or the degree of legal and regulatory risk associated with investments in the securities of companies in such situations. This can result in losses, even if the proposed transaction is consummated. Sector Risk. The Advisor generally focuses on the equities of companies in the financial services sector, including, but not limited to, the following subsectors: asset managers, banks, brokers and exchanges, insurance, real estate and home building, specialty finance and mortgage, and financial technology and processors. By investing in securities of companies in the financial services sector, our clients are particularly vulnerable to events affecting that sector. Companies in the financial services sector may include, but are not limited to, commercial and industrial banks, savings and loan associations and their holding companies, consumer and industrial finance companies, diversified financial services companies, investment banking, securities brokerage and investment advisory companies, leasing companies, and insurance companies. The types of companies that compose the financial services sector may change over time. These companies are all subject to extensive regulation, rapid business changes, volatile performance dependent upon the availability and cost of capital, prevailing interest rates, and significant competition. General economic conditions significantly affect these companies. Credit and other losses resulting from the financial difficulty of borrowers or other third parties have a potentially adverse effect on companies in this sector. Investment banking, securities brokerage and investment advisory companies are particularly subject to government regulation and the risks inherent in securities trading and underwriting activities. In addition, all financial services companies face shrinking profit margins due to new competitors, the cost of new technology, and the pressure to compete globally. Instability in the financial markets has led many governments, including the U.S. government, to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility and, in some cases, a lack of liquidity. Federal, state, and other governments, and their regulatory agencies or self- regulatory organizations, may take actions that affect the regulation of the instruments in which the Advisor invests, or the

issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which our clients are regulated. Such legislation or regulation could limit or preclude the Advisor’s ability to achieve its investment objectives. In addition, political events within the United States and abroad, including the U.S. government’s ongoing difficulty agreeing on a long-term budget and deficit reduction plan and uncertainty surrounding sovereign debt of European Union members, could negatively impact financial markets and our clients’ performance. Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation, and performance of our clients’ portfolio holdings. Furthermore, volatile financial markets can expose our clients to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by our clients. Investment Analysis. When assessing investment opportunities, the Advisor relies on resources that may have limited or incomplete information. In particular, the Advisor relies on publicly available information and data filed with various government regulators or made directly available to the Advisor by the issuers of securities or through sources other than the issuers. Although the Advisor expects that it will evaluate information and data as it deems appropriate and will seek independent corroboration when reasonably available, the Advisor 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 the Advisor 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 in the portfolio. Concentration of Investments. As described above, it is anticipated that our clients’ assets will generally be concentrated in positions in companies in the financial services industry sector and/or in certain geographic areas. In addition, it is possible that a significant amount of our clients’ capital could be invested in the securities of only a few companies. Further, subject to any limitations adopted by the Advisor from time to time in its discretion, there is no limitation on the amount of our clients’ capital that may be invested in any security, company, industry, subsector or geographic area. The concentration of any of our client’s portfolio in a small number of securities, issuers, industries, subsectors and/or geographic areas would subject it to a greater degree of risk with respect to the failure of one or a few issuers or with respect to economic downturns in relation to such industries, subsectors and/or geographic areas. In particular, losses incurred in investments in the financial services industry sector (or one or more of its subsectors) could have a material adverse effect on the overall performance and could significantly reduce the client’s capital. Equity Securities. The Advisor 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 epidemics, pandemics, political instability, terrorism and natural disasters may be unforeseeable and contribute to market volatility in ways that may adversely affect our clients’ positions. Short Sales. A short sale involves the sale of a security that the investor in question does not own in the expectation of purchasing the same security (or a security exchangeable therefor) at a later date at

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We primarily provide investment advice to clients who are private investment funds and managed accounts. Investors in such private investment funds may at any time include one or more of the following: high net worth individuals, family offices, funds of hedge funds, endowments, foundations, trusts, charitable organizations, pension plans, and corporate or business entities that qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended), and as “qualified purchasers” (as defined in Section 2(a)(51) of the 1940 Act). The minimum investment in the Funds is generally $2,000,000. However, the General Partner (and, in the case of the Offshore Fund, the directors of the Offshore Fund) may, in its discretion, accept lesser amounts. We will determine the minimum investment for other clients, including any separately managed accounts, on a case-by-case basis.

We receive annual performance-based fees or allocations from the private investment funds and separately managed accounts we manage, which are based on a percentage of the capital appreciation of the clients’ assets. The performance-based allocation we receive from the Funds is subject to a high watermark. A high watermark is employed so that no performance-based allocation is made with respect to an investment in a Fund until any decline in the net asset value of such investment in any prior year is offset by subsequent increases in the net asset value of such investment. The high watermark provision is described in greater detail in the offering documents of the Funds. Since the amount of fees paid/allocations made to us is dependent in part on the profitability of the applicable client, we may have an incentive to cause the clients to make investments that are riskier or more speculative than would be the case if such fees/allocations were not dependent on the clients’ net asset value and profitability. The Advisor recognizes that it has a fiduciary duty and as such must act in the best interests of its clients. As the management fees and performance-based fees and allocations are based directly on the net asset value of the client accounts, we have a conflict of interest in valuing the assets held in the accounts. We will follow our documented valuation policies in valuing clients’ investments. In most

circumstances, the valuations of a client’s assets will be based on independent market quotations from relevant counterparties, but obtaining such valuations is not required in each instance. To the extent that a client invests in securities or other financial instruments which are not traded on an organized or liquid market, the valuation of such assets will be determined by the Advisor in accordance with its valuation policies and procedures. Our affiliates (including Ravi Chopra) may invest in one or more of our clients. Additionally, we may have the incentive to favor clients that pay higher performance-based fees or allocations. As a result, we may have the incentive to favor the client(s) in which our affiliates have a greater economic interest and/or pay us higher performance-based fees or allocations. In order to mitigate these potential conflicts, we have adopted an investment allocation policy that applies in instances like the ones described in this paragraph. Participation in specific investment opportunities may be appropriate, at times, to the Funds and one or more of our other clients. In such cases, we will seek to allocate such opportunity between the Funds and such other clients in a manner that the Advisor deems fair and equitable under the circumstances existing at such time based upon a number of factors, including, but not limited to, the intended objective and strategy of each client and any applicable investment or risk restrictions or guidelines, including leverage constraints and position limits; legal, regulatory and tax considerations; the Advisor’s perception of the appropriate risk/reward ratio for each client, taking into account, among other things, market exposure, anticipated volatility and diversification; the overall portfolio composition of each client; the relative amounts of capital in each client available for new investments of the type at issue; the liquidity of each client; the desire to avoid de minimis allocations and odd lots; and such other consideration that the Advisor determines to be relevant at such time. Fund investors are provided with detailed disclosure in the applicable offering documents of such Fund as to how the relevant performance-based compensation is calculated and charged.

Both the Advisor and the General Partner are principally owned by Ravi Chopra, who also serves as one of the directors of the Offshore Fund.

We have adopted a Code of Ethics (the “Code of Ethics”) which provides that we are committed to conducting our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, we recognize that we have a fiduciary duty to the investors in the private investment funds and other accounts we manage, and that all of our employees must conduct their business on our behalf in a manner that enables us to fulfill this fiduciary duty. In this regard, we have developed policies and procedures in our Code of Ethics that are premised on fundamental principles of openness, integrity, honesty and trust. In addition, among other things, our Code of Ethics governs all personal investment transactions by our employees, our policies with respect to gifts and entertainment, compliance with applicable federal securities laws, the manner in which violations of our Code of Ethics are to be reported, and certain other outside activities of our employees. We may provide a copy of our Code of Ethics to any client or prospective client upon request. Under our Code of Ethics, the Advisor places certain restrictions on the personal trading activities of its employees and their immediate family members sharing the same household. Subject to preclearance by our Chief Compliance Officer (“CCO”), employees are permitted to transact in broadbased publicly traded funds, liquidate positions held prior to the commencement of employment at the firm, invest in limited offerings, and transact in single-name issuers subject to a minimum holding period of 90 days and the security not being in Advisor’s investable universe. Securities held in accounts wherein the employee has no direct or indirect influence or control such as those wherein an employee has granted full investment discretion to a financial adviser are exempt from reporting and approval requirements, provided that the status of such non-discretionary account has been reviewed by the CCO. Subject to applicable law, the Advisor may effect transactions between certain of our clients in which the applicable client, as applicable, will purchase securities from another client (including a private fund or account in which the Advisor, its affiliates, principals or employees may have a significant interest). Such transactions (i.e., cross trades) shall be effected only when the Advisor believes that such transactions are in the best interest of the applicable clients. Such transactions may be placed through an unaffiliated broker-dealer or custodian, and may not involve any accounts subject to ERISA, and shall be effected for cash consideration, at prices that reflect prevailing market conditions. In addition, no brokerage commission or transfer fee shall be paid to the Advisor or its affiliates in connection with any such transaction. Any transaction costs incurred in connection with any such

transaction will be shared pro rata between the applicable clients. In the event that we effect a cross trade between an account in which we or our controlling persons own more than twenty five percent (25%) and another client account, such transaction may be deemed to be a principal transaction under the Advisers Act. Such transactions may create a conflict of interest for us because we may put our or our control persons’ interests in such accounts before the interests of our clients in the other account. In order to mitigate this conflict of interest, we monitor the interests of our principal, his immediate family members and his affiliates in our client accounts, and we will not affect any cross trades between accounts if we believe that such trade would result in a principal transaction unless: 1) We believe that such transaction is in the best interest of the clients participating in the transaction; and 2) We obtain the consent of the applicable clients as required by the Advisers Act. We may buy or sell securities for one client at the same time that we or our related persons buy or sell the same security for one or more other clients (including the Funds which are our related persons). This will typically happen when more than one client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. This may create a conflict of interest if one account may benefit from making the trade before or after the other account. We will generally aggregate trades, subject to best execution to avoid any such conflict of interest. (see Item 12, Section B “Aggregation of Orders”).

Selection of Brokers The Advisor has discretion to determine the broker-dealers and other financial intermediaries to use in effecting transactions for our clients, and the commission rates or mark-ups/mark-downs to be paid for such transactions. In selecting brokers to effect portfolio transactions for our clients, the Advisor will consider such factors as price, the ability of the brokers to effect the transactions, the brokers’ facilities, reliability and financial responsibility and the provision or payment (or the rebate to our clients for payment) of the costs of property or services (e.g., certain custodial services, research services, news and quotation services, certain publications, analytical and trading software, and trading products and services). Accordingly, if the Advisor determines in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, then our clients may pay commissions to such broker in an amount greater than the amount another broker might charge for effecting the same portfolio transactions. Brokers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual brokerage business received by any broker may be less than the suggested allocations, but can (and often does) exceed the suggestions, because total brokerage is allocated on the basis of all the considerations described above. The Advisor has adopted policies and procedures intended to seek best execution on an ongoing basis for securities transactions, based upon the aforementioned factors. The Advisor periodically evaluates the execution performance of the broker-dealers we use to execute client transactions. The Advisor also evaluates, and seeks to resolve, any conflicts of interest that we may have in selecting brokers to execute client transactions.

Research and Other Soft Dollar Benefits The Advisor enters into soft dollar arrangements (including “commission sharing agreements”) with brokers. Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements pose a conflict of interest for us in that such arrangements allow us to pay expenses with client commissions that would otherwise be borne by us. We will also only use soft dollars in a manner that is consistent with our duty to seek best execution. When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services. We may have an incentive to select a broker based on our interest in receiving the research or other products or services offered by such broker, rather than our clients’ interest in receiving most favorable execution. When engaging in soft dollar transactions, we intend to comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Under this provision, in exercising our discretionary authority to select or arrange for the selection of brokers for execution of transactions for our clients, and, subject to our duty to obtain best execution, we may consider the value of research and brokerage products and services (collectively, “Research”) provided by such brokers. Research may include, among other things, proprietary research from brokers, which may be written or oral. Research products may include, among other things, databases, reports, surveys regarding companies and industries and quotation services. Research services may include, among other things, research concerning market, economic and financial data, a particular aspect of economics or on the economy in general, statistical information, pricing data and availability of securities, financial publications, electronic market quotations, performance measurement services, analyses concerning specific securities, companies, industries or sectors, market, economic and financial studies and forecasts, appraisal services, algorithmic trading software, and invitations to attend conferences or meetings with management or industry consultants. We may in the future acquire other products and services with client brokerage commissions in accordance with our policies and procedures. Accordingly, if we determine in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the brokerage and products or services provided by such broker, our clients may pay commissions to such broker in an amount greater than the amount another broker might charge. Research provided by such brokers may be used to service all of our clients and not exclusively in connection with the management of such clients that generated the particular soft dollar credits. Where a product or service obtained with clients’ commission dollars provides both research and non-research assistance to us, we will make a reasonable allocation of the cost which may be paid for with clients’ commission dollars. The Advisor executes securities transactions on behalf of our clients with broker-dealers that provide the Advisor with access to proprietary research reports (such as standard investment research and credit reports). To the best of the Advisor’s knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to the Advisor on an unsolicited basis and without regard to the rates of commissions charged or paid by client accounts or the volume of business that the Advisor directs to such brokerdealers. The Advisor may participate in “client commission arrangements” pursuant to which the Advisor

may execute transactions through a broker-dealer and request that the broker- dealer allocate a portion of the commissions or commission credits to another firm that provides research and other products to the Advisor. The Advisor excludes from use under these arrangements those products and services that are not eligible under Section 28(e) and applicable regulatory interpretations. Services from Prime Brokers Prime brokers servicing our clients provide the Advisor with front and back office services, including trading, securities lending, clearing, reporting, and settlement for fixed income, swaps, foreign currency and options, among others. Such prime brokers may also provide the Advisor with capital introduction, talent recruitment and other services. Our clients will pay fees to the prime brokers in accordance with the fee schedules negotiated with such prime brokers. Brokerage for Client Referrals Subject to applicable law, the Advisor may direct some client brokerage business to brokers who refer prospective investors to the private investment funds managed by the Advisor, consistent with best execution. Because such referrals, if any, are likely to benefit the Advisor but will provide an insignificant (if any) benefit to clients, the Advisor will have a conflict of interest with its clients when allocating client brokerage business to a broker who has referred investors to a private investment fund managed by the Advisor. To prevent client brokerage commissions from being used to pay investor referral fees, the Advisor will not allocate client brokerage business to a referring broker unless the Advisor determines in good faith that the commissions payable to such broker are not materially higher than those available from non-referring brokers offering services of substantially equal value to the client account. Trade Error Policy Subject to applicable law, we will reimburse the applicable client account(s) for net losses that occur as a result of trade errors resulting from our gross negligence, willful misconduct or fraud. We may correct misallocations of trades among client accounts by re-allocating the applicable trade using the intended allocation methodology prior to the trade’s settlement date. Aggregation of Orders We may in our discretion aggregate client trades, subject to best execution. Aggregation, or “bunching,” describes a procedure whereby an investment adviser combines the orders of two or more clients into a single order for the purpose of obtaining better prices and lower execution costs. Aggregation opportunities for the Advisor generally arise when more than one client is capable of purchasing or selling a particular security based on investment objectives, available cash and other factors. In such event, securities purchased or sold will generally be allocated among client accounts on an average price basis. When an aggregated order is only partially filled, the Advisor will allocate the investment opportunity based on the criteria described in Item 6 above. High-Touch Trading From time to time, the Advisor may use high-touch traders to execute all or part of certain trades on its behalf. The high-touch traders are registered broker-dealers and are capable of directly executing trades for the Advisor’s Clients based on instructions given by the Advisor. When using high touch traders, the Advisor may occasionally select specific broker-dealers that the high-touch traders must use to execute the trades in question. The Advisor’s decision to instruct the high-touch trader to use a

specific broker-dealers is subject to the various broker-dealer selection criteria described above. Outsourced Trading The Advisor often delegates the authority to select brokers for the Clients transactions to one or more third parties. As a result, Client expenses will often be higher, as a result of paying such third parties than if the Advisor traded directly with such brokers.

Other than the circumstances described in the Brokerage Practices section above, we do not receive any economic benefits from non-clients in connection with the provision of investment advice to our clients. If a client is introduced to us by a third-party solicitor, we and/or or affiliates may pay that solicitor a referral fee in accordance with the requirements of Rule 206(4)-3 under the Advisers Act. Any such referral fee will be paid solely by us or our affiliates, and will not result in any additional charge to the client.

There have been no legal or disciplinary events that would be material to a client’s or a prospective client’s evaluation of our advisory business or the integrity of our management.

Access to Information Client positions and investments are regularly reviewed by the Advisor’s portfolio manager, to ensure conformity to the objectives and risk criteria applicable to such portfolios. The portfolio manager is assisted by the Advisor’s team of investment professionals. Our CCO also regularly reviews applicable client portfolios for compliance with the applicable trading mandate and any applicable risk and/or operating guidelines. Investors in the Funds generally receive an unaudited monthly report and quarterly letter from the Advisor. In addition, the Advisor distributes copies of the audited financial statements of the Funds at least annually to investors for the Funds in which they invest, generally within 120 days after the end of the period to which the audit relates. The Advisor also distributes tax reports as promptly as practicable after the end of each fiscal year to investors in the U.S. Fund. The Advisor may enter into agreements (“side letters”) with certain investors that will result in different terms of an investment in a Fund than the terms applicable to other investors. As a result of such side letters, certain investors may receive additional rights that other investors will not necessarily receive. Pursuant to side letter or other agreements, we may provide particular investors with access to more frequent and/or more detailed information regarding the relevant Fund’s securities positions, performance, finances, and management and/or other information about such Fund or the Advisor (including, notification of certain senior employee departures, as well as the commencement of certain disciplinary actions, legal proceedings, investigations or similar matters against our clients, us, our affiliates and/or our respective personnel, or of redemptions from the Funds by us, our affiliates and/or our respective personnel), possibly enabling such investors to better assess the prospects and performance of the Funds. In addition, the Funds or we may give certain investors, including those who are provided with enhanced transparency (as described above), the right to redeem all or a portion of their investment on shorter notice and/or with more frequency than the terms applicable to other investors. As a result, certain investors may be able to redeem their investment at times when other investors may not, and based on information that may not be available to all investors. Subject to the applicable law and contractual arrangements, we do not intend to disclose the terms of side letter agreements or other arrangements and do not intend to disclose the identities of the investors that have entered into such agreements with the Funds or us. We will not be required to offer such additional or different rights and terms to any or all of the other investors. We may provide certain additional information to any investor, or prospective investor, in the Feeder Funds who requests such information. This information may be provided in response to questions and requests and in connection with due diligence meetings and other communications, but will not be distributed to other investors and prospective investors who do not request such information. Such information may affect a prospective investor’s decision to invest, and investors (which may include

our personnel and affiliates) may be able to act on such additional information and redeem their investments potentially at higher values than other investors. Each investor is responsible for asking such questions that it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs. We may provide the owners of any separately managed accounts we may manage with periodic unaudited reports at such times as the owners of such accounts and we agree. The custodians of such accounts would send account statements to the owners of such accounts no less frequently than monthly. In addition, since a managed account investor would directly own the positions in its separately managed account, such investor could have full, real-time transparency as to all transactions and holdings in such account and may be better able to assess the future prospects of a portfolio that is substantially similar to the portfolios of the private investment funds managed by us. The investors in such separately managed accounts may have the right to withdraw all or a portion of their capital from such managed accounts on shorter notice and/or with more frequency than the terms applicable to an investment in the private investment funds we manage.

All Fund assets are held in custody by qualified custodians. However, for purposes of Rule 206(4)2 under the Advisers Act, we will be deemed to have custody of Fund assets. In accordance with such Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors because annual audited financial statements are delivered to investors within 120 days after the end of each Fund’s fiscal year. As noted above in Item 13, owners of any separately managed accounts we may manage will receive account statements typically no less frequently than monthly from the custodians of such accounts. Clients should carefully review these statements that are received from the custodians of such accounts.

We have discretionary authority to manage securities accounts on behalf of our clients. The investors in the private investment funds managed by us generally may not place any limits on our authority beyond the limitations set forth in the offering and governing documents of such private investment funds. On a case by case basis, owners of any separately management accounts that we may manage on a discretionary basis may negotiate certain risk and/or operating guidelines that we will adhere to when exercising our discretionary authority over such accounts.

We generally have voting discretion over securities held in our clients’ accounts. Our clients are generally not able to direct their votes in a particular situation. To the extent we have been delegated proxy voting authority on behalf of our clients, the Advisor has adopted proxy voting policies and procedures that are designed to ensure that in cases where the Advisor votes proxies with respect to client securities, such proxies are voted in the best interests of such clients. In fulfilling its obligations to our clients, the Advisor endeavors to act in a manner that will enhance the economic value of the underlying securities held by each of our clients. To assist the Advisor in its responsibilities for voting proxies, an unaffiliated, third party proxy voting services firm has been retained to assist us in the proxy voting and corporate governance area. The Advisor will generally vote proxies based upon the recommendations of the proxy voting services firm; however, the Advisor will exercise its own judgment on a case-by-case basis and may override any recommendation of the proxy voting services firm that it does not believe is in the best interest of our clients. In the event the Advisor fails to instruct the proxy voting services firm on how to vote a proxy, the proxy voting services firm is directed to vote in accordance with its recommendations. In addition, the Advisor’s proxy voting policies and procedures include guidelines regarding: (i) the process in place to override a vote recommendation from the proxy voting services firm; (ii) responsibilities of certain parties with regard to the proxy voting process; (iii) how material conflicts of interest are resolved to ensure that all proxies are voted in the best interests of clients; and (iv) maintenance of certain books and records related to the proxy voting process A client may obtain information about how we voted securities in the private investment fund or other account in which the client is invested by contacting us at the address set forth on the cover page of this brochure.

We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients, and have not been the subject of a bankruptcy petition at any time during the past ten years.