D1 Capital Partners L.P.

A. General Description of Advisory Firm 1. D1 Capital Partners L.P. D1 Capital Partners L.P. (the “Investment Adviser”, “we”, “us”, and similar terms), is a Delaware limited partnership that was formed in 2018. We have two offices, which are located in New York City and Miami. We are controlled by our principal owner, Daniel Sundheim (the “Principal Owner”), who is a limited partner of the Investment Adviser and wholly owns and controls, directly and indirectly, D1 Capital Management LLC, which serves as the Investment Adviser’s General Partner (the “Investment Adviser General Partner”). The Investment Adviser General Partner has ultimate responsibility for our management, operations and investment decisions. 2. Fund General Partners Our registration on Form ADV also covers D1 Capital Partners GP LLC (the “Hybrid Fund General Partner”), D1 Capital Partners GP Sub LLC (the “Master Fund General Partner”) and D1 Private Fund GP LLC (the “Private Fund General Partner”, and collectively with the Hybrid Fund General Partner and the Master Fund General Partner, the “Fund General Partners”), which are each limited liability companies organized under the laws of the state of Delaware. The Fund General Partners are affiliates of the Investment Adviser and serve or may serve as the general partners of pooled investment vehicles that are U.S. or offshore partnerships. The Fund General Partners’ facilities and personnel are provided by the Investment Adviser. The Principal Owner is the sole owner and the managing member of, and controls, the Hybrid Fund General Partner and the Private Fund General Partner. The Hybrid Fund General Partner is the sole owner and managing member of the Master Fund General Partner. 3. Co-Investment General Partners Our registration on Form ADV also covers D1 Series Holdings GP LLC (the “Series LLC Managing Member”), D1 Lion Holdings GP LLC (the “Lion General Partner”), D1 Jasper Holdings GP LLC (the “Jasper General Partner”), D1 SX Holdings GP LLC (the “SX General Partner”), D1 CL Holdings GP LLC (the “CL General Partner”), D1 Uncharted Holdings GP LLC (the “Uncharted General Partner”), D1 Aria Holdings GP LLC (the “Aria General Partner”), D1 Flame Holdings GP LLC (the “Flame General Partner”), D1 Opus Holdings GP LLC (the “Opus General Partner”) and D1 Kilowatt Holdings GP LLC (the “Kilowatt General Partner”, and collectively with the Series LLC Managing Member, the Lion General Partner, the Jasper General Partner, the SX General Partner, the CL General Partner, the Uncharted General Partner, the Aria General Partner, the Flame General Partner and the Opus General Partner, the “CoInvestment General Partners”), which are all limited liability companies organized under the laws of the state of Delaware. The Co-Investment General Partners are affiliates of the Investment Adviser and serve

as the general partners or the managing members of pooled investment vehicles that are U.S. or offshore partnerships or limited liability companies. The Co-Investment General Partners’ facilities and personnel are provided by the Investment Adviser. The Hybrid Fund General Partner is the sole owner and the managing member of, and controls, each Co-Investment General Partner.

B. Description of Advisory Services This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. 1. Advisory Services We serve as the investment adviser, with discretionary trading authority, to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). The Funds include: •

D1 Capital Partners Onshore LP, a Delaware limited partnership (the “Hybrid Domestic Fund”);

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D1 Capital Partners Offshore LP, a Cayman Islands exempted limited partnership (the “Hybrid Offshore Fund”, collectively with the Hybrid Domestic Fund, the “Hybrid Feeder Funds”);

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D1 Capital Partners Offshore Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Hybrid Offshore Feeder Fund”), which invests all of its investable assets into the Hybrid Offshore Fund;

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D1 Capital Partners Intermediate LP, a Cayman Islands exempted limited partnership (the “Hybrid Intermediate Fund”), into which the Hybrid Offshore Fund invests all of its investable assets;

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D1 Capital Partners Master LP, a Cayman Islands exempted limited partnership (the “Hybrid Master Fund”, and together with the Hybrid Feeder Funds, the Hybrid Offshore Feeder Fund, and the Hybrid Intermediate Fund, the “Hybrid Funds”), which serves as the master fund into which the Hybrid Domestic Fund and the Hybrid Intermediate Fund invest all of their investable assets through a “master feeder” structure (the investable assets of the Hybrid Offshore Fund and the Hybrid Offshore Feeder Fund are indirectly invested, through the Hybrid Intermediate Fund, into the Hybrid Master Fund);

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D1 Private Fund Onshore LP, a Delaware limited partnership (the “Private Domestic Fund”);

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D1 Private Fund Offshore LP, a Delaware limited partnership (the “Private Offshore Fund”, and collectively with the Private Domestic Fund, the “Private Funds”);

The Hybrid Fund General Partner serves as the general partner of the Hybrid Domestic Fund, the Hybrid Offshore Fund and the Hybrid Intermediate Fund. The Hybrid Offshore Feeder Fund is governed by its Board of Directors. The Master Fund General Partner serves as the general partner of the Hybrid Master Fund. In addition to the investment advisory services that we provide to the Funds, we have entered into, and expect in the future to enter into, co-investment arrangements with third parties (including, but not limited to, certain investors in the Funds), whereby we provide advisory services to vehicles that make investments alongside the Funds (“Co-Investment Entities”) (such Co-Investment Entities may include managed accounts or investment funds formed for a single investor or group of affiliated investors). The Investment Adviser established and operates two Co-Investment Entities that co-invest in certain opportunities alongside the Private Funds, D1 Private Co-Investment Fund Onshore LP, a Delaware limited partnership (the “Private Co-Investment Domestic Fund”) and D1 Private Co-Investment Fund Offshore LP, a Delaware limited partnership (the “Private Co-Investment Offshore Fund”, and collectively with the Private Co-Investment Domestic Fund, the “Private Co-Investment Fund”). Certain of the Co-Investment Entities are established and operated by the Investment Adviser or an affiliate for the purpose of co-investing in a single opportunity (the “Co-Investment Vehicles”). Currently, the Co-Investment Vehicles established and operated by us and our affiliates are D1 Lion Holdings LP (the general partner of which is the Lion General Partner), D1 Jasper Holdings LP (the general partner of which is the Jasper General Partner), D1 SX Holdings LP (the general partner of which is the SX General Partner), D1 CL Holdings LP (the general partner of which is the CL General Partner), D1 Uncharted Holdings LP (the general partner of which is the Uncharted General Partner), D1 Aria Holdings LP (the general partner of which is the Aria General Partner), D1 Aria Holdings-A LP (the general partner of which is the Aria General Partner), D1 Flame Holdings LP (the general partner of which is the Flame General Partner), D1 Opus Holdings LP (the general partner of which is the Opus General Partner) and D1 Kilowatt Holdings LP (the general partner of which is the Kilowatt General Partner). The Investment Adviser also manages D1 Capital Series LLC (“Series LLC”), a Delaware series LLC that is a Co-Investment Vehicle beneficially owned by personnel of the Investment Adviser (and former Investment Adviser-Related Investors (as defined in Item 11)). The Series LLC issues a new series for each co-investment as detailed in Section 7.B.(1) of Part 1A of the Investment Adviser’s Form ADV. The managing member of the Series LLC (and each series thereof) is the Series LLC Managing Member. We also provide advisory services to Co-Investment Entities that are established and operated by third parties. These arrangements are structured as “investment consulting” arrangements whereby the specific Co-Investment Entity invests in the privately-offered securities of a single issuer, generally as a part of the same transaction with other clients of the Investment Adviser. The Investment Adviser provides ongoing investment advice and monitoring services to such Co-Investment Entities, and the owner of the Co-Investment Entity is contractually prohibited from selling its investment until the relevant client of the Investment Adviser sells or deems realized its holdings in the applicable securities, or otherwise pursuant

to specified sale limitations in relevant agreements. Each such Co-Investment Entity is operated by its owner, and the Investment Adviser does not execute transactions on such Co-Investment Entity’s behalf. Note that the term “Co-Investment Entities” as defined herein refers only to such vehicles to which we provide investment advisory services (which includes certain vehicles that do not bear management fees or incentive allocations). In addition to such arrangements, we may cause our clients to invest in a joint venture or other vehicle in which third parties are invested where we do not provide investment advisory services to either the third parties or the vehicle – such vehicles are not included within the definition of “Co-Investment Entities”. As used herein, the term “client” generally refers to each Fund and to each Co-Investment Entity. 2. Investment Strategies and Types of Investments We implement a global equity long-short strategy and also invest in private companies, with flexibility to invest in securities, instruments and other assets that are perceived by us to offer the highest risk-adjusted returns. The Principal Owner has permitted, and expects to continue to permit, certain personnel to make discretionary trades subject to the Investment Adviser’s internal policies and procedures. We focus our research primarily on the technology, media and telecom (“TMT”), industrials, healthcare, consumer, real estate and financial services sectors. Geographically, our investments primarily will be in North America, Europe and Asia. There are no sector or geographic limitations on our investments, however, and we may invest in other sectors and geographic areas that we find attractive over time. Our clients’ public investments long portfolio generally consists of securities of mid- and largecapitalization issuers that we believe meet certain criteria. These criteria will likely include, without limitation, excellent management teams, sustainable competitive advantages and/or strong growth prospects. The focus of our short portfolio generally is not to minimize volatility or “hedge” the portfolio’s long positions. Rather, we generally take short positions if we believe that such securities are likely to exhibit significant downside performance over the medium term. With respect to public investments, we primarily express our investment theses by investing in publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed income instruments and other financial instruments permitted under our clients’ governing documents. We may also use foreign exchange or other instruments for hedging and other purposes. Our clients’ private investments are primarily, although not exclusively, later-stage, minority stakes in companies. With respect to private investments, we generally focus on investments that we believe are likely to offer liquidity within five years, but we may make investments with shorter or longer time horizons. We pursue private investments across all of the sectors that we cover. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment

strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. In addition to the Principal Owner, Theodore Gleser, Andrew Wynne, David Silverman, Jonathan Bregman and Adam Agress have limited discretion with respect to public investments made by the Funds, subject to the Investment Adviser’s internal policies and procedures. Additional information about Mr. Gleser, Mr. Wynne, Mr. Silverman, Mr. Bregman and Mr. Agress is available in Part 2B of the Investment Adviser’s Form ADV.

C. Availability of Customized Services for Individual Clients Our investment decisions and advice with respect to each client will be subject to each client’s investment objectives and guidelines, as set forth in its respective governing and offering documents.

D. Wrap Fee Programs We do not currently participate in any Wrap Fee Programs.

E. Assets Under Management We manage, on a discretionary basis, approximately $40,160,910,862 of client regulatory assets under management. This figure for regulatory assets under management was determined as of December 31, 2025.

A. Advisory Fees and Compensation 1. The Hybrid Funds The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of such fees is provided below. (a) Management Fee Generally, each Hybrid Feeder Fund pays the Investment Adviser a fee for investment management services (the “Management Fee”) for each month equal to one-twelfth of the product of the management fee rate applicable to the capital account of an investor (between 1-2% per annum) and the balance of such capital account of such investor as of the end of such month (without taking into account the estimated Incentive Allocation (see below), if any). The Management Fee generally is calculated and paid in arrears within 15 to 30 days of each month end. The Investment Adviser may, without the consent of Hybrid Fund investors, cause the Management Fee to be charged to and paid (without duplication) at the level of the Hybrid Master Fund, any trading subsidiary or any special purpose vehicle, or, in the case of the Hybrid Offshore Fund, the Hybrid Intermediate Fund rather than at the level of the Hybrid Feeder Funds. For the purposes of calculating the Management Fee, certain investments of the Hybrid Funds designated by the Investment Adviser as “private investments” will be valued at the lower of (i) initial cost of such investments, as adjusted for partial realizations (or deemed realizations), and (ii) fair value (which may be at cost) as of the end of the applicable month, as determined by the Investment Adviser. The specific calculation methodology for the Management Fee is detailed in the Hybrid Funds’ governing documents, as well as additional information regarding the Management Fee. Each Hybrid Feeder Fund offers several classes of interests into which investors may invest, as detailed further in the applicable Fund’s offering documents. The management fee rate differs among such classes of interest and therefore the specific Management Fee amounts charged to investors will be determined by the specific investor’s class of interests. In the sole discretion of the Hybrid Fund General Partner, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. (b) Incentive Allocation Generally, at the end of each fiscal year of the Hybrid Funds, the Hybrid Fund General Partner is entitled to an incentive allocation (the “Incentive Allocation”) determined separately with respect to each capital account established for an investor. The Hybrid Domestic Fund allocates to the Hybrid Fund General Partner the Incentive Allocation directly and the Hybrid Offshore Fund allocates to the Hybrid Fund General Partner the Incentive Allocation indirectly, through the Hybrid Intermediate Fund. The Investment Adviser may, without the consent of Hybrid Fund investors, cause the Incentive Allocation to be allocated and distributed (without duplication), from the Hybrid Master Fund, any trading subsidiary or any special purpose vehicle, rather than from the Hybrid Domestic Fund or, indirectly through the Hybrid Intermediate Fund, the Hybrid Offshore Fund.

In the event that a Hybrid Feeder Fund is terminated or an investor withdraws or is distributed amounts other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time to the Hybrid Fund General Partner, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. Each Hybrid Feeder Fund offers several classes of interests into which investors may invest, as detailed further in the Fund’s offering documents. The incentive allocation rate and manner of calculation of the Incentive Allocation differs among such classes of interest and therefore the specific Incentive Allocation amounts charged to investors will be determined by the specific investor’s class of interests and the investments of the Hybrid Funds in which the capital account of the specific investor participates (which, for the avoidance of doubt, will differ among capital accounts as a result of variables including, without limitation, the timing of the specific investor’s contribution to that capital account and the percentage of such contribution that is available from time to time for investments designated by the Investment Adviser as “private investments”). For example, for certain classes of interest, the Incentive Allocation allocated in respect of the specific investor’s capital account will be an amount equal to the result of (i) the applicable incentive allocation rate multiplied by (ii) the amount of the net capital appreciation allocated to such capital account for such fiscal year reduced by the Management Fee debited to such capital account for such fiscal year (or, if the Investment Adviser causes the Management Fee to be charged to and paid by the Hybrid Master Fund, a trading subsidiary or a special purpose vehicle, rather than the Hybrid Fund, the amount of the Management Fee indirectly borne by such capital account at the level of the Hybrid Master Fund, a trading subsidiary or a special purpose vehicle, as applicable, for such fiscal year) taking into account any gains or losses from investments designated by the Investment Adviser to be “private investments” that have been realized or deemed realized and “private investment income”, but reduced to the extent of any balance in such capital account’s “loss recovery account”. Certain other classes of interest are subject to a “progressive incentive allocation”, pursuant to which the Incentive Allocation due in respect of such interests is calculated separately (and in a different manner) with respect to the portion of the capital account that is invested in public investments and the portion of the capital account that is invested in “private investments”, and any losses are netted between such portions of the capital account, as described in more detail in the Fund’s offering documents. The specific calculation methodology for the Incentive Allocation is detailed in the Funds’ governing documents, as well as additional information regarding the Incentive Allocation. Additional details regarding the incentive allocation paid by all classes of interests are contained in the applicable Fund’s governing documents. In the sole discretion of the Hybrid Fund General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. 2. The Private Funds (a) Management Fee Generally, each Private Fund pays the Investment Adviser a Management Fee for each quarter equal to one-fourth of the product of the Management Fee rate applicable to the relevant investor (typically between 1.75-2% per annum) and the fee base for that period. During the Commitment Period (as defined in the Private Funds’ offering documents), the fee base is the investor’s aggregate capital commitments; after the Commitment Period, the base is such investor’s Actively Invested Capital (as defined in the Private

Funds’ offering documents). The Management Fee is payable quarterly in advance and is prorated for partial quarters. The Investment Adviser may, without investor consent, cause the Management Fee to be paid (without duplication) from capital contributions, investment proceeds, borrowings, or other working capital, or be charged and paid at the level of subsidiaries, alternative investment vehicles, or special purpose vehicles with appropriate adjustments. The specific calculation methodology for the Management Fee is detailed in the Private Funds’ governing documents, as well as additional information regarding the Management Fee. The Private Funds do not offer multiple fee classes; instead, the Management Fee rate depends on whether the investor committed capital at the initial closing (1.75% per annum) or at a subsequent closing (2.00% per annum), so specific Management Fee amounts will depend on each investor’s applicable rate and base. Subsequent closing investors also pay make-up management fees for the period prior to their admission. In the Private Fund General Partner’s sole discretion, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. In addition, transaction fees and placement fees attributable to management fee-paying investors generally reduce Management Fees dollar-for-dollar (net of certain expenses in the case of transaction fees), as further set forth in the Private Funds’ governing documents. (b)

Carried Interest

Generally, upon each distribution by the Private Funds, the Private Fund General Partner is entitled to performance-based compensation (the “Carried Interest”) determined separately with respect to each investor under the Private Funds’ distribution waterfall set forth in the Private Funds’ offering documents. After return of contributed capital and an 8% compounded preferred return per annum to the applicable investor, amounts are distributed 100% to the Private Fund General Partner as a catch-up until the Private Fund General Partner has received the relevant Carried Interest Percentage (as defined in the Private Funds’ governing documents) of the sum of the preferred return and the catch-up itself, and thereafter are split between the Private Fund General Partner and the relevant investor at the applicable Carried Interest Percentage. The Carried Interest Percentage for each applicable investor varies between 20% and 25% depending on the Gross and Net MOIC (as defined in the Private Funds’ governing documents) applicable to the investor at the time of each such distribution (where a greater Gross MOIC and Net MOIC can lead to a higher Carried Interest Percentage). The Private Fund General Partner may also, in good faith, adjust allocations and require return of amounts previously distributed to give effect to these terms, or otherwise make adjustments to Carried Interest calculation or payment methodologies as permitted by the Private Funds’ governing documents. Because the Carried Interest Percentage differs with each investor’s Gross and Net MOICs, specific Carried Interest amounts will vary by investor based on each investor’s applicable management fee rate, capital contributions, timing, distributions, and valuations. The Private Fund General Partner may, in its discretion, waive, reduce, or calculate the Carried Interest differently with respect to certain investors; it may also defer or waive Carried Interest for particular investments. The Private Fund General Partner is generally subject to a giveback to ensure the Carried Interest distributions remain consistent with the Private Funds’ offering documents.

Additional details (including the giveback mechanics, distribution waterfall, and definitions of Gross MOIC and Net MOIC) are set forth in the Private Funds’ governing documents. 3. Co-Investment Entities To the extent applicable, all fees for Co-Investment Entities are subject to negotiation and established pursuant to each Co-Investment Entity’s governing documents. To the extent that the advisory agreement for a Co-Investment Entity is terminated or an investor in a Co-Investment Entity withdraws from that vehicle, any unearned prepaid portion of fees will be returned to the Co-Investment Entity or its investors to the extent applicable. Certain Co-Investment Entities are solely owned by Investment AdviserRelated Investors (and former Investment Adviser-Related Investors), and generally do not pay fees or other compensation to the Investment Adviser; however, former Investment Adviser-Related Investors in such vehicles generally will be assessed management fees and performance-based compensation.

B. Payment of Fees Fees and compensation paid to the Investment Adviser or its affiliates by its clients are generally deducted from the assets of such clients. As discussed above, for the Hybrid Funds, Management Fees are generally deducted on a monthly basis and the Incentive Allocation is generally calculated and deducted on an annual basis while for the Private Funds, the Management Fees are typically charged in advance on a quarterly basis and the Carried Interest is paid upon distribution. Certain Co-Investment Vehicles have the option of paying applicable fees in cash or in kind by making transfers of securities to the Investment Adviser.

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A. Methods of Analysis and Investment Strategies The descriptions set forth in this Brochure of specific advisory services that we offer to clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any investment not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. We implement a global equity long-short strategy and also invest in private companies, with flexibility to invest in securities, instruments and other assets that are perceived to offer the highest riskadjusted returns. We focus our research primarily on the TMT, industrials, healthcare, consumer, real estate and financial services sectors. Geographically, our investments primarily are in North America, Europe and Asia. There are no sector or geographic limitations on our investments, however, and we may invest in other sectors and geographic areas that we find attractive over time. Our clients’ long portfolio generally consists of securities of mid- and large-capitalization issuers that we believe meet certain criteria. These criteria will likely include, without limitation, excellent management teams, sustainable competitive advantages and/or strong growth prospects. The focus of our short portfolio generally is not to minimize volatility or “hedge” the portfolio’s long positions. Rather, we generally take short positions if we believe that such securities exhibit significant downside over the medium term. With respect to public investments, we primarily express our investment theses by investing in publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed income instruments and other financial instruments permitted under our clients’ governing documents. We may also use foreign exchange or other instruments for hedging and other purposes. Our clients’ private investments are primarily, although not exclusively, later-stage, minority stakes in companies. With respect to private investments, we generally focus on investments that we believe are likely to offer liquidity within five years, but we may make investments with shorter or longer time horizons. We pursue private investments across all of the sectors that we cover. This section summarizes key features of our investment program. Please refer to the applicable client’s governing documents for additional details of the investment program.

B. Material, Significant or Unusual Risks Relating to Investment Strategies The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients that we advise. 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 that we employ. The investment program that we pursue on behalf of our clients is speculative and entails substantial risks. There can be no assurance that our clients’ investment objectives will be achieved. The investment program is designed for sophisticated investors who are able to bear a substantial loss of capital and for whom our strategies do not constitute a complete investment program. We use a variety of investment techniques, each of which can involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which our clients’ investment portfolios may be subject. The following risk factors and other relevant risks could have a material adverse effect on our clients. Prospective clients and Fund investors should carefully consider the risks involved in a client relationship with the Investment Adviser or an investment in the Funds, including those discussed below, and consult their own legal, tax and financial advisers with respect to such risks. The following list of risk factors cannot be and is not intended to be exhaustive. Additional or new risks not addressed below may affect client investments. Client assets may be invested, directly or indirectly, on margin or otherwise, in: interests commonly referred to as securities and other financial instruments issued by, entered into by or referenced to U.S. or non-U.S. entities and other assets, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; interests in real estate and real estate-related assets, including real estate partnerships and real estate investment trusts (“REITs”); bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; repurchase and reverse repurchase agreements; loans; structured finance instruments; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds, exchange-traded funds and similar financial instruments; money market funds; Portfolio Funds (as defined below); obligations of the United States or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created (in our response to Item 8, all such items being called herein “Securities”); in each case, of any person, whether or not publicly traded or readily marketable. Risk of Loss No guarantee or representation is made that a client’s investment program, including such clients’ investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Investment Adviser (or investments made by the

investment professionals of the Investment Adviser) are not necessarily indicative of future performance. Long/Short The success of the long/short investment strategy that the Investment Adviser pursues for its clients depends upon the Investment Adviser’s ability to identify and purchase Securities that are undervalued and identify and sell short Securities that are overvalued. The identification of investment opportunities in the implementation of the long/short investment strategies that we pursue on behalf of our clients is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying clients’ positions were to fail to converge toward, or were to diverge further from, values expected by the Investment Adviser, clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Investment Adviser to close out one or more client positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Investment Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Event Driven The success of any “event-driven” strategies that the Investment Adviser employs will depend upon the Investment Adviser’s ability to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s Securities. If the event fails to occur or does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Investment Adviser had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to clients of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can also be prevented or delayed by a variety of factors. Short Selling General Risk The success of the short selling investment strategy that the Investment Adviser pursues for its clients depends upon the Investment Adviser’s ability to identify and sell short Securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Security could theoretically increase without limit, thus increasing the cost to clients of buying those Securities to cover the short position. Borrowing and Counterparty Risk There can be no assurance that clients will be able to maintain the ability to borrow Securities sold short. In such cases, clients can be “bought in” (i.e., forced to repurchase Securities in the open

market to return to the lender). There also can be no assurance that the Securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Securities to close out a short position can itself cause the price of the Securities to rise further, thereby exacerbating the loss. Even though the Investment Adviser causes the clients to secure a “good borrow” of the Security sold short at the time of execution, the lending institution may recall the lent Security at any time, thereby forcing clients to purchase the Security at the then-prevailing market price, which may be higher than the price at which such Security was originally caused by the Investment Adviser to be sold short by clients. In addition, the clients may be required to provide additional margin to their counterparties, including their prime brokers, on short notice if the price of a Security underlying a short position suddenly rises. If clients are unable to deliver the additional margin required, the Investment Adviser may need to cause the clients to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, clients may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the clients’ portfolios. Further, fees charged to the clients for borrowing Securities may be substantial, and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the clients may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Short-Squeeze Risk A so-called “short squeeze” can occur when the price of Securities in which clients have an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the Security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such Securities; or (iii) one or more lenders of a Security that was used to facilitate a short position suddenly demanding the return of the Security that has been loaned. A “short squeeze” may result in the Investment Adviser having to cause clients to prematurely close out a short position at relatively unattractive high prices, potentially resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants and/or lenders become aware of a client’s short positions, including as a result of legally required reporting with respect to a client’s ownership of options to purchase the underlying Security being shorted. Certain market participants, such as

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We provide investment advice to the Funds and the Co-Investment Entities, as described above.

The Investment Adviser and its affiliates accept performance-based compensation from certain clients. The variation of performance-based compensation structures among the Investment Adviser’s clients creates an incentive for the Investment Adviser to direct the best investment ideas to, or to allocate or sequence trades in favor of, clients that pay or allocate performance-based compensation. Performancebased compensation is generally not accepted from certain Co-Investment Entities, including, without limitation, the Series LLC entities that are solely owned by employees of the Investment Adviser. Certain investors in the Series LLC (i.e., former employees) will be assessed performance-based compensation in limited circumstances. Such non-fee-bearing clients generally co-invest alongside other clients (although, where the Investment Adviser deems an investment not suitable for other clients, such client can pursue such investment independently). All co-investment decisions are made in accordance with the Investment Adviser’s policies and procedures. We have included information about our policies regarding allocation of investment opportunities in response to Item 11.

A. Broker-Dealer Registration Status The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.

B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status The Investment Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities.

C. Material Relationships or Arrangements with Industry Participants The Principal Owner, individually, on behalf of members of his family, through or on behalf of trusts, partnerships, companies and other entities formed for his benefit and the benefit of members of his family, and/or through or on behalf of trusts, partnerships, foundations, companies and other entities which may from time to time include other philanthropic, charitable (including donor-advised funds or other estate planning vehicles), civic, social or other organizations (collectively, along with the Principal Owner, the Principal Owner’s family, and such trusts, partnerships and other entities, the “Principal Entities”) has in the past made, held and disposed of, and expects to continue to make, hold and dispose of, investments outside of, and separate and apart from, his interests in the Funds. These investments by the Principal Entities include, but are not limited to, (i) direct investments in Securities in which clients have also invested (including, without limitation, where such investments were made by the Principal Entities prior to clients making such investments) or where the Principal Entities receive such investments as an in kind distribution from pooled investment vehicles managed by third parties and (ii) equity and other investments in pooled investment vehicles that are managed by third parties, and such vehicles have, and expect from time to time in the future to invest in securities in which our clients have also invested. In addition, such pooled investment vehicles could in the future invest in the Funds or Co-Investment Entities themselves, or co-invest alongside clients. Managers of pooled investment vehicles may share investment ideas with personnel of the Investment Adviser, and clients may, when the Investment Adviser deems it to be in clients’ best interests, invest in securities that are the subject of such discussions. In addition, such pooled investment vehicles, or persons associated with such pooled investment vehicles or their managers, may be offered co-investment opportunities by the Investment Adviser or its affiliates. The investments made by the Principal Entities will generally be investments that, at the time of investment, are opportunities that are determined by the Investment Adviser to be inappropriate for investment by clients (for example, if such investments were originally considered for investment by clients and subsequently determined to be inappropriate for investment by clients (including due to the relatively small size of the investment opportunity), or in situations where clients have already invested in such securities the amount the Investment Adviser or its affiliates believe should be invested by clients). As it

pertains to real estate investments, the Investment Adviser expects that the Principal Owner and the Principal Entities will permit clients a priority right over any single real estate investment opportunity presented to the Principal Owner that involves an equity investment of greater than $20 million; however, a single real estate investment opportunity that is of a smaller size generally will be considered too small to be appropriate for clients. In making determinations about the investment activities of the Principal Entities, the Investment Adviser, acting consistent with its fiduciary duties, will consider a number of factors, which could include but are not limited to: clients’ investment strategies, clients’ return parameters, and the risks associated with such investment activities. However, there can be no assurance that all relevant factors will be identifiable or fully considered at the time. The Principal Entities’ investments in pooled investment vehicles managed by other investment managers (e.g., hedge funds, private equity funds or venture capital funds) may mean that the Principal Owner indirectly holds interests, through such vehicles, in securities that are also owned by clients. In such a situation, the Principal Owner could be faced with investment decisions for client portfolios that could affect the value or liquidity of such securities generally (or which could have other impacts on holdings of such securities), and in those circumstances the Principal Owner and the Investment Adviser would have a conflict of interest. The Principal Owner is permitted to take actions in respect of the investments of the Principal Entities that he considers to be in the best interests of the Principal Entities, however the Investment Adviser’s policies require that no action will be permitted to be taken unless the Principal Owner or such Principal Entities believe in good faith that such action is consistent with our fiduciary duty to our clients. The Investment Adviser will seek to resolve all conflicts in a manner that it deems to be fair and equitable consistent with its duties to our clients. Although the Investment Adviser will consider any conflicts prior to granting investment approval to the Principal Entities, no assurances can be made that all conflicts will be identifiable or fully considered at the time such approval, if any, is granted. For example, although the Investment Adviser could, in its discretion, determine to withhold approval for an investment by the Principal Entities on the basis that, at the time of acquisition, the entity is, or reasonably could be expected to become, directly competitive with client portfolios and/or any portfolio companies held in client portfolios (for purposes of clarity, the Investment Adviser will not be required to withhold approval under such circumstances), it is possible that approval could be granted for an investment in an entity that subsequently becomes competitive with such client portfolios and/or of any portfolio companies held in client portfolios. In addition, the Investment Adviser’s ability to implement its clients’ strategies effectively from time to time will be limited by (i) contractual obligations entered into in respect of investments made by the Principal Owner, Principal Entities and other affiliates or employees of the Investment Adviser and (ii) regulatory obligations or restrictions imposed on the Investment Adviser that limit its ability to (a) invest in securities that clients may otherwise be interested in pursuing or (b) otherwise take actions in respect of client investments that may otherwise be beneficial to clients, in each case, as a result of investments made by the Principal Owner, Principal Entities and other affiliates or employees of the Investment Adviser. In the past, an investment by the Principal Owner imposed limitations and/or constraints on clients’ ability to invest, hold and/or manage investments related to certain gaming companies. Investments imposing similar restrictions may be made by the Principal Owner in the future.

The Investment Adviser has adopted policies and procedures to prevent and/or mitigate the actual conflicts of interest that arise from the investment activities of the Principal Entities. These policies address the methods and processes for identifying, reporting, mitigating and monitoring such conflicts of interest. Certain investment decisions made, or which in the future may be made, by the Investment Adviser for client portfolios impose restrictions on, or otherwise limit, the Investment Adviser’s ability to make subsequent investment decisions. These restrictions may take various forms, including but not limited to, contractual prohibitions (e.g., the Investment Adviser accepts, as a condition of making an investment, an obligation to forego certain other investment opportunities; or a prospective investment for a client is not undertaken because it would require regulatory approvals in light of current positions held in client portfolios) and situations where the Investment Adviser determines that subsequent investments could be detrimental to important business relationships (e.g., the Investment Adviser may forego opportunities to invest in competitors of current portfolio companies). To the extent that the Investment Adviser’s decisions for certain clients restrict or limit future investment opportunities, client portfolios could be adversely affected by the inability to pursue such future opportunities. The Investment Adviser could in the future face a conflict of interest in situations where investment decisions undertaken for one client restricts or limits investment opportunities available for another client, and the Investment Adviser will seek to pursue and allocate investment opportunities in a manner it believes to be fair and equitable.

D. Material Conflicts of Interest Relating to Other Investment Advisers We do not recommend or select other investment advisers for our clients.

A. Code of Ethics We strive to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, we have adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: •

employees must at all times place the interests of clients first;

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all personal securities transactions must be conducted in a manner consistent with the Code;

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employees must not take any inappropriate advantage of their positions;

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information concerning the identity of securities and financial circumstances of clients, including the Funds’ investors, must be kept confidential (unless we permit otherwise); and

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independence in the investment decision-making process must be maintained at all times.

The Code places restrictions on personal trades by employees and mandates that employees disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis. The Code also requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, our employees may not engage in personal trading in single-name, publicly-traded stocks and bonds and may only dispose of any such securities held in their respective personal trading accounts subject to pre-clearance. Employees are not required, however, to obtain pre-clearance for personal investments in certain other asset classes and goods, including certain investments in residential real estate, ETFs included on a pre-approved list maintained by the Investment Adviser, and open-ended mutual funds, whether or not our clients have invested in the same or similar assets. We have the ability to permit, and have permitted, certain employees, including the Principal Owner, to maintain various personal investments that were acquired prior to their association with the Investment Adviser, including investments in private issuers that may subsequently conduct public offerings of securities, and may grant similar permissions in the future and/or permit personnel to sell such previously acquired securities. Clients may request to review the Code by contacting us at the address or telephone number listed on the first page of this document.

B. Securities in which the Investment Adviser or a Related Person Has a Material Financial Interest 1. Cross Trades To the extent that we determine that it would be in the best interests of certain clients to engage in a “Cross Trade” (which can happen for a variety of reasons, including tax purposes, liquidity purposes, to rebalance client portfolios, or to reduce transaction costs that may arise in an open market transaction), we will follow a policy whereby we determine that the trade is in the best interests of both of the clients involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. We generally intend to execute Cross Trades in publicly-traded securities, if at all, with the assistance of an independent broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two clients may occur as an “internal cross”, where we instruct the custodian for the clients to book the transaction at the price determined in accordance with our valuation policies and procedures. If we effect an internal cross, we will not receive any fee in connection with the completion of the transaction. 2. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Investment Advisers Act of 1940 (the “Advisers Act”)) due to the ownership interest in a client by the Fund General Partners or otherwise, the Investment Adviser or its personnel, the Fund General Partners and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act. For the avoidance of doubt, the Fund General Partners and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act for any principal transactions. We have established an advisory board for the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund, the Hybrid Master Fund and the Private Funds (the “Advisory Board”). To the extent required by applicable law or that we deem advisable, the Advisory Board may be asked to review and approve or disapprove certain transactions or conflicts of interest, including in connection with any principal transactions, Cross Trades, related-party transactions and other transactions and relationships involving potential conflicts of interest. We will not cause the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund, the Hybrid Master Fund or the Private Funds to enter into any transaction that would constitute a principal transaction (as such term is used under the Advisers Act) without (i) the consent of the Advisory Board or (ii) for (x) the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund and the Hybrid Master Fund, the aggregate consent of a majority-ininterest of the investors in the applicable Fund(s) (or if the decision relates to the Hybrid Master Fund, a majority-in-interest of the investors in the Hybrid Feeder Funds) and (y) the Private Funds, consent of the LPAC (as defined in the Private Funds’ governing documents). Any decision of the Advisory Board will be binding on our clients and their partners. The members of the Advisory Board, and for the Private Funds, the LPAC, may be exculpated and indemnified by the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund, the Hybrid Master Fund or the Private Funds, as applicable. We will not cause the Hybrid Offshore Feeder Fund to enter into any transaction that would constitute a principal transaction (as such term is used under the Advisers Act) without (i) the consent of the Hybrid Offshore

Feeder Fund’s Board of Directors or (ii) the aggregate consent of a majority-in-interest of the investors in the Hybrid Offshore Feeder Fund. In no event will any principal transaction, Cross Trade, related-party transaction or other transaction or relationship involving actual conflicts of interest, be entered into unless it complies with applicable law.

C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients To the extent that the Investment Adviser, or any of its affiliates or employees transact in or hold securities that are also held by clients, the Investment Adviser, its affiliates and its employees have at times given or taken action for their own accounts, and expect in the future to continue to do so, that differs from advice given or action taken for client portfolios. This activity generally, but not exclusively, occurs when a new employee is liquidating positions in a personal account that were acquired prior to the employee joining the Investment Adviser or upon an existing employee’s receipt of a distribution in kind – under those circumstances, employees have, and may in the future, sell securities that are held in client portfolios (and that the Investment Adviser intends to cause clients to continue to hold). Such actions are subject to the policies and procedures of the Investment Adviser, including the pre-clearance requirements under the Code. Advice given or action taken for personal accounts may also conflict with or be adverse to advice given or action taken for our clients. In certain circumstances, including but not limited to situations where the employee is liquidating a position in an illiquid or lightly-traded security, these activities have the potential to adversely affect the prices and availability of other securities held by or potentially considered for purchase by our clients. Personnel of the Investment Adviser, including the Principal Owner and other members of the investment team have acquired, and may in the future acquire, directly or indirectly, investments in securities in which a client is, or may be, invested. Such acquisitions may be made indirectly (such as where an employee of the Investment Adviser has an investment in a pooled investment vehicle managed by a third party, and such pooled investment vehicle has an investment in a security that clients also invest in) or directly. Such investments may include, without limitation, investments in Securities of a private company in which a client later makes an investment (i.e., the client may make an investment in a private company in which personnel of the Investment Adviser have previously made an investment), such as where the personnel of the Investment Adviser have previously invested in a company that was not appropriate for the client at the time of such investment (e.g., due to the relatively small size of the investment opportunity or the early development stage of the portfolio company). Regardless of whether these personal investments were acquired directly or indirectly, such personnel as well as the Principal Entities (to the extent they make such investments) may benefit from market or investment activity by clients (e.g., an investment made by a client in the same securities may lead to an increase in or reduce a decrease in the value of such securities or diminish the volatility of such securities). To the extent that personnel of the Investment Adviser or the Principal Entities hold such investments or benefit from clients’ market or investment activity, the Investment Adviser will have a conflict of interest. Furthermore, to the extent the Investment Adviser has conducted research regarding a prospective investment opportunity for clients and ultimately declines to pursue such an investment because the Investment Adviser believes it is not in the best interests of clients to consummate such an investment, personnel of the Investment Adviser and the Principal Entities may benefit from such research and expenses incurred in connection with such

research, since such personnel and entities may have the opportunity to personally invest in such investment opportunities. Under such circumstances, neither the Investment Adviser nor its personnel or affiliated management entities or the Principal Entities are required to bear the expenses borne by clients in connection with such research attributable to those investments. There may be instances, including a proposed business relationship (e.g. merger, acquisition or joint venture) between an issuer in which any such person has a personal investment and an issuer in which a client has invested, where the applicable person will have an incentive to take an action for clients or cause or influence the issuer in which clients are invested to take an action, in each case, that benefits the personal investment. Personal investment activities of personnel of the Investment Adviser, or other activities not related to such personnel’s work for the Investment Adviser, may also increase the likelihood of the Investment Adviser gaining possession of material non-public information about an issuer that leads to a restriction or limitation being imposed on clients and/or one or more other apparent or actual conflicts of interest, including the fact that a client’s investment in the public securities has the potential to benefit the personal investment. Affiliates of the Investment Adviser have entered, and expect in the future to enter, into arrangements with a client that may, in certain circumstances, result in such affiliate receiving performancebased compensation in the form of an in-kind distribution. If one of our affiliates at any time receives a distribution in-kind from a client, or any investment vehicle established by a third-party investor in connection with investment management or consulting services provided to it by us or our affiliates, in lieu of our affiliate receiving performance-based compensation in the form of a cash distribution or payment, such affiliate may elect to hold the securities distributed in-kind or dispose of the securities distributed inkind at such time as we deem appropriate in our sole discretion, irrespective of whether the same securities are held at such time in our client portfolios. Under certain circumstances, the affiliates of the Investment Adviser will have a conflict of interest in deciding whether to receive their performance-based compensation through an in-kind distribution, and in determining whether to hold such securities or dispose of them, especially if the Investment Adviser’s decision to sell such securities is likely to have an adverse effect on the value of the securities held in client portfolios. We have established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a fair and equitable manner, including through the implementation of personal trading restrictions in the Code, as described above, and regular monitoring of employee transactions for actual or potential conflicts of interest. We and our affiliates, from time to time, have offered, and expect to continue to offer, one or more Fund investors, Co-Investment Entity investors, and/or other third-party investors (including the Investment Adviser, the Fund General Partners, and any affiliated entities, including all such entities’ respective members, partners, officers or employees, and including the “Investment Adviser-Related Investors”,1 and

“Investment Adviser-Related Investors” include the Principal Owner and any other member, partner, officer or employee of the Fund General Partners, the Investment Adviser or an affiliate thereof, any member of the immediate family of such a person, and any trust or other entity for the benefit of such a person that invests directly or indirectly in one of our Funds.

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A. Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions As noted previously, we have discretionary authority to manage the Funds’ portfolios, including authority to make decisions with respect to which securities to buy or sell, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid, among other things. Our authority is limited by our own internal policies and procedures and each client’s investment guidelines. For certain Co-Investment Entities (i.e., Co-Investment Entities that are established and operated by third-parties), we may not select the brokers or dealers to be utilized to buy or sell securities for such Co-Investment Entities. Portfolio transactions for each client will be allocated to brokers and dealers on the basis of numerous factors; such allocations will not necessarily correlate to lowest available pricing. Brokers and dealers may provide other services that are beneficial to us and/or certain clients, but not beneficial to all clients. Subject to the Investment Adviser’s duty to seek best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, we will consider factors that we deem appropriate under the circumstances, which may include: •

the ability of the brokers and dealers to effect the transaction;

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the brokers’ or dealers’ facilities, reliability and financial responsibility;

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the quality of research provided by the brokers; and

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the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow.

Accordingly, the commission rates (or dealer markups and markdowns) charged to clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. We need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost or spread. Generally, neither we nor our clients separately compensate any broker or dealer for any of these other services. While it is generally expected that our personnel will perform most of our clients’ trading functions, we currently outsource, and expect to continue to outsource, certain of our clients’ trading functions to Outsourced Traders and this arrangement may involve substantial risks and conflicts of interest. For example, the salaries and other operating and overhead expenses attributable to traders that are employees of the Investment Adviser will be borne by the Investment Adviser, while any commissions or any other compensation of any Outsourced Traders will be borne by clients. Accordingly, we have an incentive to delegate certain trading activity to Outsourced Traders to the extent such delegation would reduce the operating and overhead that we would otherwise have to bear on account of traders that are our employees.

Additionally, the use of Outsourced Traders may make it more difficult for us to manage conflicts of interest and carry out and implement policies, including those described herein and in relevant client governing documents with respect to allocations of trades and investment opportunities, order aggregation and average pricing, cross trades, principal transactions and trade errors. The Investment Adviser may receive consulting assistance services from its prime brokers, including consulting assistance with facilities management technology, design and build, real estate, and third-party service providers, which services will be provided in complement to, and not in place of, the Investment Adviser’s independent professional advisors and service providers. The benefits provided to the Investment Adviser by receipt of such consulting assistance services may assist the Investment Adviser, either directly or indirectly, in the provision of efficient investment management services to certain clients, but not necessarily to each client in particular. We maintain policies and procedures to review the quality of executions, including periodic reviews by our investment professionals. 1. Research and Other Soft Dollar Benefits We pay commissions (or markups or markdowns with respect to certain types of riskless principal transactions) to a broker-dealer for effecting client transactions in excess of that which another brokerdealer might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by a particular broker-dealer. We will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). We believe that it is important to our investment decisionmaking processes to have access to independent research. We use research products or services obtained with “soft dollars” generated by one or more clients to service one or more other clients, including clients that may not have paid for the soft dollar benefits. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to us (i.e., a “mixed use” item), we will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of our allocation of the costs of such benefits and services between those that primarily benefit us and those that primarily benefit our clients. 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 such products or services. While we are obligated to seek best execution for each client, the fact that we can obtain or receive such products or services creates an incentive for us to select or recommend a broker-dealer based on our interests, including where we decide not to engage another broker-dealer that offers business terms that are also favorable to one or more clients’ interests.

At least annually, we consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are useful and/or relied upon, and attempt to allocate a portion of the brokerage business of our clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will we make binding commitments as to the level of brokerage commissions that we will allocate to a broker-dealer, nor will we commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. 2. Brokerage for Client Referrals Neither we nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers (including our Funds’ prime brokers) provide certain assistance to the Funds in raising capital from investors. Certain brokers provide capital introduction and marketing assistance services, and our representatives may speak at conferences and programs sponsored by such brokers for investors interested in investing in private investment funds. Through such events, prospective investors in a Fund may encounter our representatives. Although neither we nor our clients compensate brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence us in deciding whether to use such broker in connection with brokerage, financing and other activities for a client. Subject to our obligation to seek best execution, we may consider referrals of investors to a Fund in determining our selection of brokers. However, we will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. 3. Directed Brokerage We do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. 4. Trade Errors The Investment Adviser’s traders may on occasion experience errors with respect to trades made on behalf of the Fund (each such error, a “Trade Error”). Trade Errors may include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of Securities the Investment Adviser intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; and (iv) the purchase or sale of the wrong security. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or which are otherwise caused by human error other than those specifically described in the trade error policy contained in the Investment Adviser’s compliance manual, are not considered Trade Errors. Errors that do not result in transactions in an investor’s account (such as transactions that result in loss of an investment opportunity) will not be viewed as Trade Errors. Trade Errors may result in losses or gains. The Investment Adviser will endeavor to detect Trade Errors prior to settlement and correct them in an expeditious manner.

Pursuant to the exculpation and indemnification provided by clients to the Investment Adviser and its affiliates and personnel (which, for the avoidance of doubt, does not include any Outsourced Traders, although any Outsourced Traders may be entitled to comparable exculpation and indemnification agreements pursuant to other agreements), the Investment Adviser and its affiliates and personnel will generally not be liable to clients for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and clients will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to clients absent bad faith, gross negligence, willful misconduct or actual fraud of such person. Furthermore, clients will generally also be required to indemnify the Investment Adviser and its affiliates and personnel from and against any and all losses suffered or sustained by the Investment Adviser and its affiliates and personnel by reason of any acts, omissions or alleged acts or omissions of any broker or agent (including any Outsourced Traders) of clients; provided, however, that such broker or agent was not selected, engaged or retained by the Investment Adviser and its affiliates and personnel directly or on behalf of clients, as applicable, in violation of the standard of care set forth above. As a result of these provisions, clients (and not the Investment Adviser) will benefit from any gains resulting from Trade Errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. The Investment Adviser will reimburse the Fund for losses for which the Investment Adviser is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by the Investment Adviser on behalf of its clients, investors should assume that Trade Errors will occur and that, to the extent permitted by applicable law, clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Investment Adviser’s personnel. The Investment Adviser has a conflict of interest when determining whether losses resulting from a trading error will be borne by a client because otherwise the Investment Adviser would generally be required to reimburse such losses. From time to time, the Investment Adviser or its affiliates may elect to voluntarily reimburse a client for losses suffered as a result of certain trade errors identified by the Investment Adviser or its affiliates or otherwise. However, notwithstanding the previous sentence, clients and investors in Funds or Co-Investment Entities should not carry the expectation that a reimbursement will ever take place, and, in evaluating an investment decision, no decisions should be made in reliance on the Investment Adviser making any reimbursements to clients for losses suffered as a result of such trade errors. Any decision to reimburse is not precedential and should not create the expectation of any reimbursement in the future.

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A. Economic Benefits for Providing Services to Clients We do not receive economic benefits from non-clients for providing investment advice and other advisory services.

B. Compensation to Non-Supervised Persons for Client Referrals The Investment Adviser has entered into arrangements to compensate third parties for client or investor referrals. The amount of compensation typically will consist of a portion of the capital raised with respect to the referred investor. Any such payments will be borne by the Investment Adviser. Placement agent arrangements that the Investment Adviser enters into will comply with the rules promulgated under the Advisers Act.

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

A. Frequency and Nature of Review of Client Accounts or Financial Plans We perform various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. Such reviews are conducted by various of the Investment Adviser’s employees, depending upon the review being conducted, including the Principal Owner, the Chief Operating Officer, the Chief Financial Officer and the Chief Compliance Officer.

B. Factors Prompting Review of Client Accounts Other than a Periodic Review A review of a client account may be triggered by any unusual activity or special circumstance.

C. Content and Frequency of Account Reports to Clients We generally provide annual audited financial statements to the Funds within 120 days of the applicable client’s fiscal year end.

We are deemed to have custody of client funds and securities where we have the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Account statements related to clients are sent by qualified custodians to us. We are subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). We are not required, however, to comply (or we are deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund i) be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and ii) distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. We also have custody with respect to the funds and securities of the Co-Investment Entities established and operated by us, however we do not have custody with respect to the funds and securities of Co-Investment Entities established and operated by third parties to which we provide “investment consulting” services.

We serve as the management company with discretionary trading authority for each Fund. We, or one of our affiliates, have entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which we (or any applicable affiliate) have been granted discretionary trading authority. We have entered into, and expect to continue to enter into, agreements with Co-Investment Entities, the terms of which with respect to investment discretion will vary according to each agreement. Our investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as set forth in its offering documents.

A. Policies and Procedures Relating to Voting Client Securities In compliance with Advisers Act Rule 206(4)-6, we have adopted proxy voting policies and procedures. Our general policy is to vote proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve our clients’ best interests and is consistent with each client’s investment objectives. We will take into account various relevant factors, as determined by us in our discretion, which may include: •

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;

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the anticipated associated costs and benefits;

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the continued or increased availability of portfolio information; and

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industry and business practices.

In limited circumstances, we may refrain from voting Proxies where we believe that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to our clients. Generally, clients may not direct our vote in a particular solicitation. We use independent Proxy voting services to provide Proxy analysis, voting recommendations and voting services. We review these recommendations and determine how to vote in accordance with our Proxy policies and procedures. We perform periodic due diligence on the independent Proxy voting services. From time to time, conflicts of interest arise between the interests of our clients and us or our affiliates. If we determine that we have a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Investors may review a copy of our Proxy voting policies 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 clients, and we have not been the subject of a bankruptcy petition at any time during the past ten years.