BROWNING WEST LP

Browning West LP (hereinafter “Browning West”, “we”, “us”, “our”, “Investment Manager”, or the “Firm”) is organized as a Delaware limited partnership with its principal place of business in Los Angeles, California. We commenced operations in February 2019. Usman Nabi, our Managing Partner and Chief Investment Officer, is the principal owner. We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the interests of which are offered through a private placement memorandum to investors that are both “accredited investors,” as defined under the Securities Act of 1933, as amended, and “qualified purchasers,” as defined under the Investment Company Act of 1940, as amended. We provide investment advisory services to three pooled investment vehicles (i.e., hedge funds) organized in a master-feeder structure: • • •

Browning West Cayman Fund LP, a Cayman Islands exempted limited partnership (the “Offshore Fund”); Browning West Fund LP, a Delaware limited partnership (the “Onshore Fund” and together with the Offshore Fund, the “Feeder Funds”); and Browning West Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”).

The Master Fund, the Onshore Fund and the Offshore Fund are herein collectively referred to as the “Master Fund” unless otherwise described. The Feeder Funds invest substantially all of their assets in the Master Fund. Investment and trading activity are conducted at the Master Fund level. References herein to the investment objectives, strategies, investments and transactions of the Fund include the Feeder Funds’ investment objectives, strategies, investments and transactions as implemented through the Master Fund. We also provide investment advisory services to certain other pooled investment vehicles, which have been organized to facilitate specific co-investment opportunities on a discretionary basis (the “Co-invest Funds”) alongside the Master Fund. The Master Fund and the Co-invest Funds are collectively referred to herein as the “Funds”, and each is referred to individually as a “Fund”. The Onshore Fund’s “Limited Partners”, the Offshore Fund’s “Limited Partners” and the Co-invest Funds’ “Limited Partners” are hereafter collectively referred to as the “Investors” where appropriate. Browning West may, from time to time, provide investment advisory services for additional funds or products, including, without limitation, other co-investment vehicles or funds. Browning West GP, LP, a Delaware limited partnership (the “General Partner”), is the general partner of each of the Funds. To the extent the business practices of the General Partner are substantially similar to those of Browning West, no specific mention of the General Partner is necessarily made herein. Our investment decisions and advice with respect to the Funds are subject to each respective Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.”

We advise the Funds according to the respective Fund’s investment objectives and guidelines, and we do not tailor our advisory services to the individual needs of any particular Investor. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, the Firm had regulatory assets under management of $2,243,666,976 all managed on a discretionary basis.

The fees applicable to each Fund are set forth in the corresponding Offering Documents. A summary of such fees is provided below. Management Fee With respect to the Master Fund, the Investment Manager is generally paid a quarterly asset based investment management fee equal to between 1% and 1.5% per annum determined by the series of interest (“Series of Interest”) and based on the net asset value of each Investor’s capital account as of the first day of each calendar quarter (the “Management Fee”), as further detailed in the Fund’s Offering Documents. The Management Fee is deducted quarterly, in advance, and is prorated for any investment period that is less than one full quarter. With respect to the Co-invest Funds, the Investment Manager is generally paid a quarterly asset based Management Fee equal to between 0% and 1.0% per annum determined by the Series of Interest committed to by the Investor as detailed in the Fund’s Offering Documents. The Management Fee is based on the net asset value of each Investor’s capital account as of the first day of each calendar quarter and deducted quarterly, in advance. Additionally, Investors are generally not permitted to make voluntary withdrawals until the specific dates described in each Fund’s Offering Documents, and there will be no Management Fee payable to the Investment Manager to the extent a Co-invest Fund’s term is extended. The General Partner, in its sole discretion, may waive or modify the Management Fee for any Investor (including, e.g., our employees). Performance Allocation With respect to the Master Fund, the General Partner is generally entitled to receive a performance allocation (the “Profit Allocation”), equal to between 20% to 25% of net profits subject to the Series of Interest’s hurdle, as further described in the Fund’s Offering Documents. The Profit Allocation is paid in arrears from the sub-account of each Investor either annually, or at the end of a performance period, based on the Series of Interest. The Profit Allocation may also be paid at an earlier date with respect to an Investor who withdraws from a sub-account before the end of a performance period. With respect to the Co-invest Funds, the General Partner is generally entitled to receive carried interest (“Carried Interest”), equal to between 10% to 17.5% of distributions based on the Series of Interest committed to by the Investor. Distributions are prioritized to the Investor until they have received their capital contribution plus a preferred return. Subject to the Fund’s ability to retain distribution proceeds, as described in the Fund’s Offering Documents, Carried Interest distributions generally will be made on a quarter-end basis and at such other times and in such manner as the General Partner may, in its sole discretion, determine, to the extent that distribution proceeds are available.

The General Partner, in its sole discretion, may waive or modify the Profit Allocation or Carried Interest for any Investor (including, e.g., our employees). Other Types of Fees or Expenses The Investment Manager is authorized to incur and pay in the name and on behalf of the Fund all expenses which they deem necessary or advisable. Each Fund will bear its own investment, operating and administrative fees, costs, expenses, liabilities and obligations including, without limitation: (i) the Management Fee; (ii) auditing expenses, accounting, tax preparation (including fees, costs and expenses of the preparation, distribution or filing of Fund-related financial statements or other reports, tax returns, tax estimates and schedules K-1), legal fees, costs and expenses and third-party administration fees, costs and expenses (including fees and expenses of the Administrator); (iii) fees, costs and expenses of the Fund’s partnership representative; (iv) investment related fees, costs and expenses (including sourcing, holding and disposing of actual and potential investments); (v) expenses related to constructive activist campaigns (including event hosting and production, public presentations, public relations, public affairs and government relations, forensic and other analyses and investigations, proxy contests, solicitations and tender offers, and compensation, indemnification and other expenses of any nominees proposed by the General Partner as directors or executives of the portfolio companies); (vi) expenses related to investments in companies undergoing or emerging from bankruptcy or a reorganization (including the Fund’s or the Investment Manager’s participation in bankruptcy or reorganization proceedings); (vii) investment-related travel expenses (including travel expenses incurred by the General Partner or the Investment Manager in connection with their due diligence review of investments and prospective investments); (viii) printing, communications and postage expenses; (ix) valuation service expenses in respect of illiquid or difficult to value investments (including third-party valuations, appraisals or pricing services); (x) brokerage fees, commissions and expenses, hedging costs, expenses relating to short sales (including dividend and stock borrowing expenses), costs of swaps and derivative instruments (including negotiating trading arrangements with respect thereto), clearing and settlement charges, custodial fees and expenses, depositary fees, bank service fees, margin and other interest expenses and transaction fees and borrowing fees and expenses; (xi) blue sky and corporate reporting or filing fees and expenses; (xii) directors’ and officers’ liability, errors and omissions liability and other insurance expenses of the Fund; (xiii) ERISA bonding expenses, if applicable; (xiv) Organizational Expenses (as defined in the Partnership Agreement); (xv) ongoing offering expenses, including, without limitation the preparation of, and negotiation with respect to, any side letters or similar agreements, and the preparation of, or update to, Offering Documentation, related marketing materials and constituent documents; (xvi) any extraordinary expenses (e.g., litigation expenses) incurred by the Fund (whether or not required by GAAP); (xvii) taxes, penalties and other similar amounts or governmental charges levied against the Fund (other than certain amounts specified in the Partnership Agreement); (xviii) fees and expenses of the Fund’s anti-money laundering officers; (xix) expenses related to the termination, liquidation, winding up or dissolution of the Fund; and (xx) regulatory and compliance expenses of the Fund and the Investment Manager that are directly related to the Fund (e.g., Form PF and filings under Section 13 and Section 16 of the Exchange Act). The Investment Manager will bear certain research-related expenses; however, in connection with researching specific transactions, investments or asset types, the Investment Manager may engage third-party consultants, accountants, attorneys or other experts, thereby incurring initial and ongoing specialized research, due diligence and monitoring related expenses (“Specialized Research Expenses”). Specialized Research Expenses may be incurred in association with investigating potential investments, harvesting or restructuring current investments or constructive activist campaigns. Such Specialized Research Expenses will be borne by the Fund.

In general, each Investor will bear its proportionate share of the Fund expenses on a pro rata basis with respect to the size of such Investor’s capital sub-account(s). Notwithstanding the foregoing, the Fund General Partner and/or the Investment Manager, as applicable, may specially allocate the expenses described herein in any other manner, including by allocating certain expenses to certain (but not all) Investors, if the Fund General Partner and/or Investment Manager, as applicable, reasonably determines, in its discretion, that it is more equitable to do so. The Investment Manager is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, it’s personnel. To the extent that expenses to be borne by the Fund are paid by the Investment Manager or its affiliates, the Fund will reimburse the Investment Manager or its affiliates for such expenses. We may waive any such reimbursement with respect to any Fund expenses. Any waiver by us for reimbursement of any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses to be paid by us or our affiliates. Neither the Investment Manager nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products. Please refer to Item 12 of this Brochure for a discussion of our brokerage practices including associated fees and expenses.

The descriptions set forth in this Brochure of specific advisory services that we offer to our Funds and investment strategies pursued, and investments made by us on behalf of our Funds, should not be understood to limit in any way our investment activities. We may offer any advisory service, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to the Fund’s investment objectives and guidelines as set forth in the respective Fund’s Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. The Fund should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of the Fund will be achieved. Investment Objective The Investment Manager will seek to achieve attractive risk-adjusted returns over the long-term, through the identification and exploitation of favorable valuations of target companies and the construction of a concentrated, long-biased portfolio of investments, and in the case of the Coinvest funds, co-investing alongside the Master Fund in one specific investment opportunity. The Investment Manager pursues its investment objective through the implementation of extensive field research. There can be no assurance that the Investment Manager will achieve its investment objective on behalf of a Fund. Methods of Analysis and Investment Strategy In pursuing the foregoing investment objective on behalf of a Fund, the Investment Manager will employ an investment process based on extensive bottom-up, fundamental research. The Investment Manager will seek to identify a subset of companies with business advantages that the Investment Manager believes may lead to outsized returns (the “Focus List Companies”). The Investment Manager intends to focus on companies in North America, Developed Europe and the

United Kingdom that have enterprise values ranging from approximately $1,000,000,000 to $10,000,000,000, however, the Investment Manager may invest in companies with market capitalizations greater or less than the foregoing range. Although the portfolio of investments is expected to be long-biased, the Funds may hold short positions in cases where the Investment Manager identifies public companies that it believes to be compelling short candidates. The Investment Manager expects to prepare for moments when Focus List Companies experience dislocations in market value and will attempt to build positions in Focus List Companies during these periods. The Investment Manager anticipates investments will be held for between two (2) and five (5) years, or longer in the case of active investments. The Investment Manager intends to invest in the equity of Focus List Companies, however, the Investment Manager may also, from time to time, invest in publicly and non-publicly traded debt securities and other debt obligations, such as bank loans, bonds, notes, convertible bonds, promissory notes and trade claims, of Focus List Companies. If a Focus List Company is likely to become subject to bankruptcy proceedings or is a candidate for restructuring or recapitalization, the Funds may invest at the outset of the bankruptcy and the Investment Manager may occasionally participate on a creditors’ committee to seek an active role in determining the company’s path toward reorganization and the ultimate realization of the Fund’s investment. In addition, the Funds may also purchase distressed securities at the later stage of a bankruptcy proceeding, once a plan of reorganization has been submitted to the court. Although the Investment Manager does not intend for activism to be the primary focus of the Fund’s investment strategy, it will consider an activist role if presented with an opportunity to transform a business over a long-term horizon, as opposed to solely focusing on short-term financial engineering transactions. 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 Funds advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. Each Fund’s Offering Documents provide additional risk factors and detail. 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 we will achieve our 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 in the Fund. General Risks Overview. The Fund like many other private investment vehicles that pursue alternative investment strategies, is subject to relatively high fees compared to other forms of investment, is subject to less regulatory oversight than entities in certain other segments of the financial services industry, and is dependent on a relatively small group of investment professionals who make all of the business and investment decisions for the Investment Manager.

The Fund’s investment strategy may be subject to market conditions that make it difficult, if not impossible, for the strategy to achieve its profit objectives, maintain adequate risk controls or both. Inherent Limitations of Disclosure. The descriptions in this Brochure of the Investment Manager’s strategies, the markets in which the Fund trades, the risk factors and conflicts of interest involved in doing so and other aspects of the Fund’s operations are subject to material inherent limitations and do not purport to be complete. In investing in the Fund, Limited Partners are entrusting their capital, on essentially a “blind pool” basis, to the subjective, discretionary market judgment of the Investment Manager trading in changing, volatile and uncertain markets pursuant to strategies which can only be described in broad and non-specific terms in this Brochure. No one should invest in the Fund who is not - irrespective of the disclosures made in this Brochure – capable of understanding and evaluating the risks of such an investment. Potential Loss of Investment. An investment in the Fund is speculative and involves substantial risks, including the risk that the entire investment will be lost. No Ability to Voluntarily Withdraw. An investment in the Co-invest Funds requires the financial ability and willingness to accept significant risk and illiquidity. Investors will not be permitted to make voluntary withdrawals from their Capital Accounts until the specific dates described in each Fund’s Offering Documents. Further, the Interests have not been registered under the Securities Act or under the securities laws of any applicable jurisdiction. Therefore, the Interests are not transferable except with the consent of the General Partner, which may be withheld by the General Partner in its sole discretion, and are subject to the terms and conditions of the Partnership Agreement. There is no public market for the Interests and none is expected to develop. Investors should be prepared to hold their investment in the Co-invest Funds indefinitely and cannot be expected to be able to liquidate their investment in the Co-invest Funds even in the case of an emergency. Future and Past Performance. The Funds and Investment Manager are recently formed and have limited operating history. It should be noted that the prior investment performance of the Portfolio Manager is not a guarantee of the Fund’s future results. Investors could lose all or a significant portion of their investment. Although the Portfolio Manager has previous experience managing collective investment vehicles which made investments similar to those contemplated by the Fund, the Fund’s investments will differ from previous investments made by the Portfolio Manager in a number of respects. The investment strategies of the Fund differ from the traditional investment strategies and target returns of similar investments made by the Portfolio Manager. There can be no assurance that the Fund’s investments will achieve results similar to those attained by previous investments of the Portfolio Manager. PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE. Cyber-Security Risk. The Fund depends on the Investment Manager to develop and implement appropriate systems for their activities. The Fund may rely on computer programs to evaluate certain securities and other investments, to monitor investments, to trade, clear and settle securities transactions and to generate asset, risk management and other reports that are utilized in the oversight of the Fund’s activities. Like other business enterprises, the use of the Internet and other electronic media and technology exposes the Investment Manager and the Fund, their respective service providers and their respective operations, to potential risks from cyber-security attacks or incidents (collectively, “cyber-events”). Cyber-events may include, for example, unauthorized access to systems, networks or devices (e.g., through “hacking” activity), infection from computer viruses or other malicious software code, and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In

addition to intentional cyber-events, unintentional cyber-events can occur, such as the inadvertent release of confidential information due to, for example, damage or interruption from computer viruses, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Any cyber-event could adversely impact the Investment Manager and/or the Fund and their respective Investors and cause the Investment Manager and/or the Fund to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional costs associated with corrective measures. A cyber-security breach could also result in the loss or theft of Investor data. A cyber-event may cause the Investment Manager and/or the Fund, or their respective service providers, to lose proprietary information, suffer data corruption, lose operational capacity (e.g., the loss of the ability to process transactions, calculate the Fund’s net asset value, or allow Investors to transact business), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber-events also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Investment Manager and/or the Fund, or their respective service providers. In addition, cyber-events affecting issuers in which the Fund invests could cause the Fund’s investments to lose value. The nature of malicious cyber-attacks is becoming increasingly sophisticated and the Investment Manager, the Administrator and the Fund cannot control the cyber systems and cybersecurity systems of the issuers of the securities held by the Fund or third- party service providers. Risks Relating to the Fund’s Investment Strategies Business Risks. On behalf of its Funds, the Investment Manager invests primarily in liquid securities issued by publicly traded companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. Such risks include, without limitation, volatility in the valuation of such companies, lack of control over the management of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Fund to dispose of such securities at certain times, and increased costs associated with each of the aforementioned risks. Non-Diversification. The Fund’s portfolio, during and after the ramp-up period, is anticipated to be concentrated in certain securities, industry sectors or geographic regions; and with respect to the Co-invest Funds, a single investment opportunity, which may subject the Funds investment portfolio to more rapid change in value than would be the case if the Funds were to maintain a greater diversification. Furthermore, even within any such sector, the Funds investment portfolio may be relatively concentrated. This lack of diversification may subject the investment portfolio of the Funds to more rapid change in value than would be the case if the assets of the Funds were more widely diversified. Concentration on Equities. The Fund expects to concentrate its portfolio primarily on equities and equity-related products (i.e., swaps, etc.). The equity markets in which the Fund invests are speculative and highly issuer specific. Mismanagement or misconduct by corporate officers can cause the complete loss of an equity investment, and the equity markets may be particularly susceptible to subjective investment factors and market sentiment. The Fund’s concentration on equities will cause the Fund to be less diversified and presumably more vulnerable to the risk of major losses than if it had a more diversified strategy.

Read the rest in the brochure

Browning West provides discretionary investment advisory services to private funds. Investors in the Funds may include institutions, pension plans, endowments, high net-worth individuals, trusts, funds of funds, charitable organizations, financially sophisticated individuals, and other sophisticated investors that meet certain qualification requirements, also as described in Item 4. With respect to the Master Fund, Investors must make initial commitments of no less than $1,000,000, unless such minimum is waived by the General Partner. With respect to the Co-invest funds, the minimum commitment is dependent upon the Series of Interest committed to by the Investor.

The Investment Manager, including its affiliates, advises Funds which may have differing compensation arrangements. Differing compensation arrangements or levels of proprietary interest in funds that are managed side by side create conflicts of interest for an adviser. When trading on behalf of more than one Fund with differing compensation arrangements or levels of proprietary ownership, the Investment Manager will endeavor to allocate investment opportunities among its Funds in a fair and equitable manner so that over time, the Investment Manager treats Funds fairly and no Fund is systematically disadvantaged. Our trade allocation regarding any given Fund may vary based on, among other things, differences in Funds’ investment objectives, capital constraints and any scheduled increase or decrease of any particular fund’s assets undermanagement.

The Investment Manager has adopted policies and procedures governing the identification, assessment and monitoring of conflicts of interest and policies and procedures to address the allocation of investment opportunities. In addition, members of our senior management would consult with one another as needed for the purpose of identifying conflicts and assessing the fairness of investment allocations. Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement.

Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. The General Partner and/or its affiliates have filed a notice with the National Futures Association for an exemption from registration with the Commodity Futures Trading Commission (the “CFTC”)

as a commodity pool operator (“CPO”) with respect to the Fund pursuant to CFTC Regulation 4.13(a)(3). As noted above in Item 4, the General Partner, an affiliate of the Investment Manager, serves as the General Partner for each of the Funds. Any persons acting on behalf of the General Partner are subject to the supervision and control of the Investment Manager in connection with any investment advisory activities. In accordance with SEC guidance, the General Partner is considered a registered investment adviser under the registration of the Investment Manager.

Code of Ethics The Investment Manager has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our 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 our Code of Ethics is based upon the following underlying fiduciary principles: • •

• • •

The interests of the Funds must be placed first at all times. All investment transactions (including personal investment transactions) must be conducted consistent with this Code, and in such a manner as to avoid any actual or potential conflict of interest, or any abuse of an Employee’s position of trust and responsibility. Employees must not misrepresent the Investment Manager or their role within the Firm. Employees should not take inappropriate advantage of their positions with the Investment Manager; and Employees must comply with all applicable federal securities laws.

Employees and their immediate family members living in the same household are not permitted to maintain personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives), except for the purpose of holding or liquidating any such holdings after the commencement of employment. Employees are permitted to liquidate positions held in personal brokerage accounts at the time of employment in Reportable Securities (a “Liquidating Trade”), 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 Fund, 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; (ii) making a liquidating trade; (iii) making any private investments (i.e., investments in limited offerings) or (iv) trading single name equity securities in employee qualified accounts. We will provide a copy of our Code of Ethics to our Investors, or any prospective Investor, upon request, to be viewed on the premises.

Personal Securities Trading The Code of Ethics places restrictions on personal trades by employees, including that they disclose their personal securities holdings and transactions on a periodic basis, and are only permitted to make permitted investments, without CCO pre-approval. Permitted investments include (i) transactions and holdings in direct obligations of the U.S. government, (ii) money market instruments defined as bankers' acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments, (iii) shares issued by money market funds, (iv) shares issued by open-end funds (mutual funds); provided that such funds are not advised by us or an affiliate and such fund’s advisor or principle underwriter is not controlled or under common control with the Investment Manager, (v) exchange traded funds, exchange traded notes and municipal bonds and (vi) units of a unit investment trust; if the unit investment trust is invested exclusively in one or more open-end funds, provided that such funds are not advised by us or an affiliate and such fund’s adviser or principle underwriter is not controlled or under common control with us. Employees are not permitted to purchase, on their own behalf, individual securities that would be appropriate for, held by, or may fall within the investment guidelines of a Fund (“Restricted Fund Securities”). Certain employees of the Firm may currently hold Restricted Fund Securities. Any such employees are required to obtain pre-approval from the CCO prior to disposing of any such Restricted Fund Securities. Investments by Senior Management and Key Employees Subject to applicable regulatory restrictions, senior management and key employees of the Investment Manager may choose to personally invest, directly and/or indirectly, in a Fund. Such investors may be in possession of information, including portfolio information, not available to other Investors and prospective Investors. It is expected that, if such investments are made, the size and nature of these investments will change over time without notice to Investors. Investments by the senior management and key employees in a Fund could incentivize the senior management and key employees to increase or decrease the risk profile of such Fund. Participation or Interest in Client Transactions Cross Trades and Principal Transactions The Investment Manager may affect the transferring securities from one Fund to another Fund (each such transfer, a "Cross Trade"), only if the Investment Manager has determined the Cross Trade is in the best interests of such Funds. Further the Investment Manager would seek to ensure that any such Cross Trade is consistent with the investment objectives and policies of each Fund involved in the trade and applicable laws, as well as with the Firm’s fiduciary duty and obligation to seek to obtain best execution for each Fund. As a general matter, the Investment Manager does not intend to engage in principal transactions with the Fund(s). To the extent, however, that Cross Trades may be viewed as principal transactions (as such term is defined under the Investment Advisers Act of 1940, as amended (the “Advisers Act”)) due to the ownership interest in a Fund by the Firm or its personnel, the Firm will comply with the requirements of Advisers Act Section 206(3). The Fund may appoint an Investor Representative Committee for the purpose of independently reviewing and approving any such principal transactions or agency cross transactions on behalf of the Fund. Co-Investments The Investment Manager or an affiliate thereof, in its sole discretion, has organized and offered

Co-invest Funds and intends to do so in the future. Co-Invest Funds are anticipated to invest, in one or more investments, alongside the Master Fund. The Investment Manager may have an incentive to allocate investment capacity to a Co-invest Fund, rather than the Master Fund, based on the investor base, management and performance fee rates and/or relevant performance of the Master Fund and the Co-Investment Funds. Where the Investment Manager determines to utilize a Co-Invest Fund to invest alongside the Master Fund, the amount available for investment by the Master Fund may be correspondingly reduced. Such Co-invest Funds may differ from the Fund in terms of the amount and the structure of management fees and/or profit allocation, eligible fund expenses, eligible investors, tax structure, amount of leverage employed, withdrawal and/or redemption rights, regulatory requirements, investment allocations and other terms. Certain Investors may be offered priority capacity rights to Co-invest Funds based on their investment in the Master Fund, and such rights may not be offered to other Limited Partners.

The Investment Manager is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Fund may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Investment Manager’s authority is limited by its own internal policies and procedures and each Funds’ investment guidelines. Best Execution In selecting an appropriate broker-dealer to affect a Fund trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Fund in such a manner that a Fund’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the broker-dealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Soft Dollars The Investment Manager may use “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 Fund expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither the Investment Manager nor any related person receives investor referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Fund in selecting or recommending broker-dealers for the Funds. The provision by a broker of research and other services and property to us creates an incentive

for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Fund. Any research, services or property provided by a broker may benefit any Fund and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Aggregation and Allocation Currently, the Investment Manager advises more than one Fund and accordingly, the Investment Manager may aggregate (or bunch) the orders of the Funds for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. The Investment Manager and its affiliates may combine orders on behalf of the Funds for which the Investment Manager or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, the Investment Manager and its affiliates generally intend to aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction. The Investment Manager will endeavor to allocate investment opportunities to the Funds or accounts fairly over of time. Investment opportunities will generally be allocated among those Funds for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations: (a) whether the risk-return profile of the proposed investment is consistent with the objectives of a Fund, which objectives may be considered (i) solely in light of the specific investment under consideration or (ii) in the context of the portfolio’s overall holdings and available capital; (b) the potential for the proposed investment to create an imbalance in the portfolio of the Fund; (c) liquidity requirements of a Fund; (d) potential tax consequences; (e) legal or regulatory restrictions; (f) the need to re-size risk in the portfolio of a Fund; (g) whether a Fund has a substantial amount of investable cash (e.g., during a “ramp-up” period); (h) leverage capacity; and (i) position limits or other investment restrictions applicable to the Fund. Trade Errors The Investment Manager is under no obligation to reimburse the Funds for any errors or mistakes of the Investment Manager with respect to the Investment Manager’s placing or executing trades for the Funds or any other administrative errors made by the Investment Manager, its agents and affiliates (“Trade or Administrative Errors”). Trade or Administrative Errors are considered by the Investment Manager to be a cost of doing business. However, pursuant to the pertinent investment management agreement’s exculpation of liability and indemnification provisions, the Investment Manager will be obligated to reimburse the Funds for any Trade or Administrative Error resulting from the Investment Manager’s bad faith, willful malfeasance or gross negligence.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for investor referrals.

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

The Managing Partner and investment professionals continuously monitor and analyze 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 respective Fund’s Offering Documents. In these reviews, we pay particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We will distribute to Investors: (i) unaudited periodic reports, no less frequently than monthly; (ii) within 120 days after the end of each fiscal year, an annual audited financial report of the Funds;

and (iii) annual tax information for U.S. Investors required for the preparation of their respective tax returns.

We are deemed to have custody of the Funds because we have the authority to obtain funds or securities, for example, by deducting advisory fees or otherwise withdrawing funds from the Funds. We will comply 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 following conditions of the pooled vehicle annual audit approach. Upon completion of the Funds’ annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the audited financials to the Fund’s Investors within 120 days of the Fund’s fiscal year end.

We have 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. We have entered into an investment management agreement with the Funds, pursuant to which we were granted discretionary trading authority. Our investment decisions and advice with respect to the Funds is subject to the Funds’ investment objectives and guidelines, as set forth in respective Fund’s Offering Documents.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have 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 Fund’s best interests and is in line with the Fund’s investment objectives. We may take into account all relevant factors, as determined by us in our 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.

The Investment Manager will abstain from voting or affirmatively decide not to vote if the Investment Manager determines that abstention or not voting is in the best interests of the Funds in light of the scope of services to which it and the Funds have agreed. In making this determination, the Investment Manager will consider various factors, including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs) relative to the expected benefits to the client; and (ii) any legal restrictions on trading resulting from the exercise of a proxy. The Investment Manager may determine not to vote proxies relating to securities in which clients have no position as of the receipt of the proxy (for example, when the Investment Manager has sold, or has otherwise closed, a client position after the proxy record date but before the proxy receipt date). If there is an actual or potential material conflict of interest in connection with a prospective vote, such conflict will be resolved in accordance with the respective Fund’s Offering Documents and Browning West’s proxy voting policies and procedures. Investors may obtain a copy of our proxy voting policies and procedures and our proxy voting record upon request.

We are not required to include a balance sheet for our most recent fiscal year, we are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to the Funds, have not been the subject of a bankruptcy petition at any time during the past ten years and do not require prepayment of $1,200 six months or more in advance.