DAVIDSON KEMPNER CAPITAL MANAGEMENT LP

Ownership and Structure Davidson Kempner Capital Management LP, a Delaware limited partnership (the "Registrant" or "DKCM") and its Affiliates (as defined in Item 10 below), have provided investment advice and investment management services for over 30 years. DKCM and its Affiliates began managing capital for unaffiliated investors in 1987. DKCM and its Affiliates are privately owned. Additional ownership information can be found in Schedules A, B and R of DKCM’s Form ADV Part 1. Certain of the Affiliates are included in DKCM's Form ADV as relying advisers. The relying advisers are identified in Schedule R of DKCM's Form ADV Part 1. DKCM has affiliates in London, Hong Kong, Dublin, Shenzhen, Mumbai, and Abu Dhabi Global Market (“ADGM”). DKCM's U.K. affiliate, Davidson Kempner European Partners, LLP, a limited liability partnership organized under the laws of England and Wales ("DKEP"), was established in 2004 and has been authorized and regulated by the U.K. Financial Conduct Authority since its establishment. DKCM's Hong Kong affiliate, Davidson Kempner Asia Limited, a Hong Kong private company limited by shares ("DK Asia"), was established in 2008 and has been licensed with the Hong Kong Securities and Futures Commission since 2010. DKCM's Irish affiliate, Davidson Kempner Ireland DAC, an Irish designated activity company, was established in 2017. DKCM’s Shenzhen affiliate, Davidson Kempner Investment Consulting (Shenzhen) Limited, a Chinese wholly foreign owned entity, was established in 2021. DKCM’s Mumbai affiliate, Davidson Kempner Investment Advisors India Private Limited, a private limited company formed under the laws of India (“DK India”), was established in 2022 and has been authorized by the Department of Economic Affairs of the Indian Ministry of Finance since 2022 and by the Securities and Exchange Board of India since 2023. DKCM’s ADGM affiliate, Davidson Kempner Middle East Limited (“DKME”), an ADGM private company limited by shares, was established in 2025. Ashland Place Finance LLC, a Delaware limited liability company that is a wholly-owned subsidiary of the Registrant (“Ashland Place”), was established in 2021. Ashland Place Finance Ireland DAC, an Irish designated activity company that is a wholly-owned subsidiary of Ashland Place (“Ashland Place Ireland”), was established in 2022. Ashland Place Finance UK Limited, a private limited company incorporated under the laws of England and Wales that is a whollyowned subsidiary of Ashland Place (“Ashland Place UK”), was established in 2025. All of the above-mentioned entities are under common control with DKCM. Private Funds In connection with providing investment management services to private investment funds that are organized as domestic limited partnerships or offshore corporations or limited partnerships (collectively, the "Private Funds"), the Registrant or an Affiliate has been appointed as the investment adviser, investment manager, general partner or manager with full discretionary authority with respect to investment decisions on behalf of, and trading in, the Private Funds' accounts. The Registrant and its Affiliates are sometimes collectively referred to as the "Adviser." The advice the Adviser provides with respect to the Private Funds is made in accordance with the investment objectives and guidelines set forth in the respective offering memorandum and/or other disclosure and governing documents for each Private Fund. As of the date hereof, the Adviser provides advice to the following Private Funds:

Davidson Kempner Distressed Opportunities Fund LP, a Delaware limited partnership ("DKDOF"); Davidson Kempner Distressed Opportunities International Ltd., a Cayman Islands exempted company ("DKDOI"); Davidson Kempner Distressed Opportunities International (Cayman) Ltd., a Cayman Islands exempted company ("DKDOI Cayman"), which invests substantially all of its assets in DKDOI; Davidson Kempner Distressed Opportunities Master Fund LP, a Cayman Islands exempted limited partnership (“DKDO Master”); Davidson Kempner Partners, a New York limited partnership ("DKP"); Davidson Kempner Institutional Partners, L.P., a Delaware limited partnership ("DKIP"); Davidson Kempner International Master Fund Ltd., a Cayman Islands exempted company ("DKIL");

Davidson Kempner International Feeder Fund Ltd., a Cayman Islands exempted company ("DKIL Feeder"), which invests substantially all of its assets in DKIL; Davidson Kempner Multi-Strategy Master Fund LP, a Cayman Islands exempted limited partnership (“DK MS Master”); Davidson Kempner Talonite Fund LP, a Delaware limited partnership ("Talonite Onshore"), which invests all of its investable capital in Talonite Master (as defined below); Davidson Kempner Talonite Fund (Cayman) Ltd., a Cayman Islands exempted company ("Talonite Cayman"), which invests all of its investable capital in Talonite Master; Davidson Kempner Talonite Fund (DI) Ltd., a Cayman Islands exempted company ("Talonite DI"), which invests all of its investable capital in Talonite Master; Davidson Kempner Talonite Master Fund Ltd., a Cayman Islands exempted company ("Talonite Master"); Davidson Kempner Long-Term Distressed Opportunities Fund II LP, a Delaware limited partnership ("DKLDOF II"); Davidson Kempner Long-Term Distressed Opportunities International II LP, a Cayman Islands exempted limited partnership ("DKLDOI II"), which invests substantially all of its assets in DKLDOI Master II (as defined below); Davidson Kempner Long-Term Distressed Opportunities International Master Fund II LP, a Cayman Islands exempted limited partnership ("DKLDOI Master II"); Davidson Kempner Long-Term Distressed Opportunities Fund III LP, a Delaware limited partnership ("DKLDOF III"); Davidson Kempner Long-Term Distressed Opportunities International III LP, a Cayman Islands exempted limited partnership ("DKLDOI III"), which invests substantially all of its assets in DKLDOI Master III (as defined below); Davidson Kempner Long-Term Distressed Opportunities International Master Fund III LP, a Cayman Islands exempted limited partnership ("DKLDOI Master III"); Davidson Kempner Long-Term Distressed Opportunities Fund IV LP, a Delaware limited partnership ("DKLDOF IV"); Davidson Kempner Long-Term Distressed Opportunities International IV LP, a Cayman Islands exempted limited partnership ("DKLDOI IV"), which invests substantially all of its assets in DKLDOI Master IV (as defined below); Davidson Kempner Long-Term Distressed Opportunities International Master Fund IV LP, a Cayman Islands exempted limited partnership ("DKLDOI Master IV"); Davidson Kempner Long-Term Distressed Opportunities Fund V LP, a Delaware limited partnership ("DKLDOF V"); Davidson Kempner Long-Term Distressed Opportunities International V LP, a Cayman Islands exempted limited partnership ("DKLDOI V"), which invests substantially all of its assets in DKLDOI Master V (as defined below); Davidson Kempner Long-Term Distressed Opportunities International Master Fund V LP, a Cayman Islands exempted limited partnership ("DKLDOI Master V"); Davidson Kempner Opportunities Fund VI LP, a Delaware limited partnership ("DKOF VI"); Davidson Kempner Opportunities International VI LP, a Cayman Islands exempted limited partnership ("DKOI VI"), which invests substantially all of its assets in DKOI Master VI (as defined below); Davidson Kempner Opportunities International Master Fund VI LP, a Cayman Islands exempted limited partnership ("DKOI Master VI"); Davidson Kempner Opportunities Fund VII LP, a Delaware limited partnership ("DKOF VII"); Davidson Kempner Opportunities International VII LP, a Cayman Islands exempted limited partnership ("DKOI VII"), which invests substantially all of its assets in DKOI Master VII (as defined below); Davidson Kempner Opportunities International Master Fund VII LP, a Cayman Islands exempted limited partnership ("DKOI Master VII"); Davidson Kempner Special Opportunities Fund III LP, a Delaware limited partnership ("DKSOF III"); Davidson Kempner Special Opportunities International III LP, a Cayman Islands exempted limited partnership ("DKSOI III"), which invests substantially all of its assets in DKSO Master III (as defined below); Davidson Kempner Special Opportunities Master Fund III LP, a Cayman Islands exempted limited partnership ("DKSO Master III"); Davidson Kempner Special Opportunities Fund IV LP, a Delaware limited partnership ("DKSOF IV");

Davidson Kempner Special Opportunities International IV LP, a Cayman Islands exempted limited partnership ("DKSOI IV"), which invests substantially all of its assets in DKSO Master IV (as defined below); Davidson Kempner Special Opportunities Master Fund IV LP, a Cayman Islands exempted limited partnership ("DKSO Master IV"); Davidson Kempner Special Opportunities International IV (DI) LP, a Cayman Islands exempted limited partnership ("DKSOI IV (DI)"), which invests substantially all of its assets in DKSO Master IV (DI) (as defined below); Davidson Kempner Special Opportunities Master Fund IV (DI) LP, a Delaware limited partnership ("DKSO Master IV (DI)"); Davidson Kempner Income Fund LP, a Delaware limited partnership ("DKIF"); Davidson Kempner Income International LP, a Cayman Islands exempted limited partnership ("DKII"), which invests substantially all of its assets in DKII Master (as defined below); Davidson Kempner Income International Master Fund LP, a Cayman Islands exempted limited partnership ("DKII Master"); Davidson Kempner Income International (DI) LP, a Cayman Islands exempted limited partnership ("DKII (DI)"), which invests substantially all of its assets in DKII Master (DI) (as defined below); Davidson Kempner Income International Master Fund (DI) LP, a Delaware limited partnership ("DKII Master (DI)"); Davidson Kempner Income Fund II LP, a Delaware limited partnership (“DKIF II”); Davidson Kempner Income International II LP, a Cayman Islands exempted limited partnership (“DKII II”), which invests substantially all of its assets in DKII II Master (as defined below); Davidson Kempner Income International Master Fund II LP, a Cayman Islands exempted limited partnership ("DKII II Master"); Davidson Kempner Income International II (DI) LP, a Cayman Islands exempted limited partnership (“DKII II (DI)”), which invests substantially all of its assets in DKII II Master (DI) (as defined below); Davidson Kempner Income International Master Fund II (DI) LP, a Delaware limited partnership ("DKII II Master (DI)"); Davidson Kempner Real Estate Opportunities Fund LP, a Delaware limited partnership (“DKREOF”); Davidson Kempner Real Estate Opportunities International LP, a Cayman Islands exempted limited partnership ("DKREOI"), which invests substantially all of its assets in DKREO Master (as defined below); Davidson Kempner Real Estate Opportunities International Master Fund LP, a Cayman Islands exempted limited partnership ("DKREOI Master"); M.H. Davidson & Co., a New York limited partnership ("Co."); M.H. Davidson & Co. 520 LP, a Delaware limited partnership ("Co. 520"); Davidson Kempner Employee Fund LLC, a Delaware limited liability company ("Onshore Employee Fund"); and Davidson Kempner Employee Fund International LP, a Cayman Islands exempted limited partnership ("Offshore Employee Fund").

DKP, DKIP, DKIL, DKIL Feeder and DK MS Master are open-ended multi-strategy funds and are collectively known as the "Multi-Strategy Funds." DKDOF, DKDOI, DKDOI Cayman and DK DO Master are open-ended funds focused on distressed investing and are collectively known as the "Distressed Funds." Talonite Onshore, Talonite Cayman, Talonite DI and Talonite Master are open-ended long/short equity funds and are collectively known as the "Talonite Funds." DKLDOF II, DKLDOI Master II, DKLDOI II (each, an "LDO II Fund"), DKLDOF III, DKLDOI Master III and DKLDOI III (each, an "LDO III Fund"), DKLDOF IV, DKLDOI Master IV and DKLDOI IV (each, an "LDO IV Fund"), DKLDOF V, DKLDOI Master V and DKLDOI V (each, an "LDO V Fund"), DKOF VI, DKOI Master VI and DKOI VI (each, a "DKO VI Fund"), DKOF VII, DKOI Master VII and DKOI VII (each, a "DKO VII Fund") are drawdown funds focused on less liquid and/or longer-duration distressed investing and are collectively known as the "Opportunities Funds."

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Management Fees Compensation received by the Adviser from Clients is generally comprised of fees based on a percentage of assets under management ("Management Fee") and/or annual performance allocations or other performance-based compensation ("Performance Compensation"). Certain separately managed accounts may pay advisory fees to the Adviser based on other criteria, as negotiated. The Adviser does not receive any compensation for the sale of securities. Management Fees are discussed in this Item 5. Performance Compensation is discussed in Item 6. All Management Fees and Performance Compensation for Private Funds are debited directly from Client accounts. Management Fees and Performance Compensation for separately managed accounts may be billed to Clients or debited directly from Client accounts, as negotiated. Management Fees are charged at annual rates of 1-1.5% of net assets of the relevant Multi-Strategy Fund (except for DK MS Master) or Distressed Fund (except for DK DO Master), payable in advance on a monthly or quarterly basis. Management Fees are charged at annual rates of 1.5% of net assets of the relevant Talonite Fund, payable in advance on a monthly basis. Management Fees are charged at annual rates of 1.5-1.75% of committed, contributed or invested capital of the relevant Opportunities Fund and 1.5% of committed/contributed capital of the relevant Real Estate Opportunities Fund, 0.5-0.75% of net assets or contributed capital of the relevant Special Opportunities Fund, and 1.15-1.5% of invested capital of the relevant Income Fund, payable in advance on a quarterly basis. No Management Fees are charged in DK MS Master and DK DO Master. However, the Adviser has discretion with respect to setting Management Fees and determining whether to reduce, waive, calculate or charge differently the Management Fee to the extent described in the applicable offering memorandum and/or other disclosure and governing documents of each Private Fund. If an investor withdraws from a Multi-Strategy Fund Distressed Fund or Talonite Fund prior to its termination, the investor will be entitled to any unearned prepaid portion of the Management Fee. Such unearned portions are paid out with the investor's withdrawals. Special Investments (as defined in Item 8) generally are subject to the Management Fee described above and are carried at fair value (which may be cost) for purposes of determining the amount of the Management Fee. The Adviser’s annualized fees for managing a separately managed account are negotiated and determined based on a number of factors, including but not limited to the strategy and size of a Client’s account. Different fees may apply to different investment products, even if the products use the same strategy, and a Client may pay more or less than similar Clients or Clients invested in similar strategies. Expenses The Adviser's fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the Client. Clients may incur certain charges imposed by custodians, brokers, third party investment and other third parties. Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). Expenses borne by separately managed accounts are individually negotiated and disclosed in the relevant investment management agreement or governing documents. Each Private Fund bears its own operating and other expenses as fully described in the applicable offering memorandum and/or other disclosure and governing documents of each Private Fund. These expenses may include, but are not limited to, as applicable, (i) investmentrelated expenses, whether relating to investments that are consummated or unconsummated (e.g., brokerage, prime brokerage and futures commission merchant fees, commissions and expenses; due diligence costs; investment banking fees; sourcing or finder's fees (which may include a fixed fee retainer, or a fee with a management fee component and/or a performance fee component); fees paid to asset (including loan) servicing companies, operating

companies, property and asset management companies and lending platforms (including fees paid to persons or enterprises that are affiliates of the Adviser or owned by one or more Clients that provide to Clients or their assets sourcing, due diligence, property management, asset (including loan) servicing and/or other services deemed by the Adviser to be similar in nature to the foregoing (“Affiliated Enterprises”)); expenses relating to securities sold short, including borrowing charges; clearing and settlement charges; custodial fees; bank service fees; interest expense; consulting, appraisal and other professional fees (including investment bankers', attorneys' and accountants' fees); fees relating to proxy research, voting and claims settlement services; investment-related travel and lodging expenses) and other expenses related to the purchase, origination, sourcing, ownership, financing, monitoring, sale, settlement, custody, transmittal or valuation of investments (whether or not consummated); (ii) research-related expenses (including, without limitation, news and quotation equipment and services, market data services, third party research consultant services, data providers and analytic services); (iii) investment- and tradingrelated computer hardware and software expenses (including order management and other systems) and data licensing and data warehouse expenses (e.g., Bloomberg and pricing feeds); (iv) expenses related to portfolio and risk management products and services (including, without limitation, expenses related to portfolio and risk management software); and (v) operational expenses, including without limitation, expenses incurred in connection with currency exchanges and currency hedging (all or a portion of which may be allocated to a particular class of shares); legal and compliance expenses; professional fees (including, without limitation, expenses of consultants, valuation firms, attorneys, accountants, public relations firms, other experts and any expenses related to an independent committee); expenses related to regulatory and compliance filings, licenses, registrations, fees and taxes associated with the Client and its investment activities (including, without limitation, expenses related to consulting services, software and systems in connection with such filings), e.g., Form PF, “blue sky,” the European Union Sustainable Finance Disclosure Regulation and any other applicable legislation or regulations related to the European Commission’s Action Plan on Financing Sustainable Growth, the Alternative Investment Fund Managers Directive (including Annex IV) and other similar regulatory filings; the costs of organizing and maintaining, and expenses incurred by and relating to, any Client subsidiaries, special purpose vehicles (“SPVs”) and/or alternative investment vehicles; any fees paid to placement agents and similar service providers, including in any jurisdiction that the Adviser determines are necessary in order for a Private Fund to comply with applicable laws governing the offer and sale of shares or interests in such jurisdiction; the costs and expenses incurred in connection with any indebtedness of, or guarantees made by, the Client and its subsidiaries, SPVs and/or alternative investment vehicles (including, without limitation, the costs of establishing such indebtedness and loan administration costs); any and all activities in connection with protecting the confidential or non-public nature of any information or data of the Client, its portfolio investments and/or any investors, including with respect to complying with the General Data Protection Regulation (2016/679 EU), the Cayman Islands Data Protection Act (as amended) and similar laws and any and all fees and expenses in connection with any breaches thereof; expenses related to complying with the Foreign Account Tax Compliance Act (“FATCA”) and all related regulations; accounting, audit and tax compliance and preparation expenses (including, without limitation, accounting-, audit- or tax-related computer hardware and software); organizational expenses; any and all costs and expenses associated with record keeping and the maintenance of books and records; expenses relating to the offer and sale of shares or interests (including consulting fees); expenses incurred in connection with negotiating and complying with provisions of any side letter, including any “most favored nations” processes; fees and expenses of the Board of Directors, independent committee or limited partner advisory committee (as applicable); management fees; fees to the administrator and auditor; costs of preparing and distributing reports and notices; expenses related to the maintenance of the Private Fund's registered offices; corporate licensing and related fees; costs incurred in connection with distributions; insurance, including cybersecurity insurance and liability insurance and related insurance for the benefit of the Board of Directors, the Adviser and its affiliates (including the Client's pro rata portion of any applicable insurance premiums); withholding and transfer fees; taxes; extraordinary expenses (including, without limitation, indemnification expenses (whether or not incurred in respect of an indemnified party); any and all expenses (including legal fees and expenses) incurred in connection with any litigation; threatened litigation or governmental inquiry, investigation or proceeding involving the Client (including those that the Adviser expects may be threatened or anticipated), including the amount of any judgements, settlements or fines paid in connection therewith; fees and expenses incurred in connection with any tax audit by any taxing authority and any related administrative settlement and judicial review; expenses related to defaults by investors in the payment of any capital contributions (to the extent not paid by the defaulting investors); and fees and expenses incurred in connection with the reorganization, recapitalization, dissolution, winding-up or termination of the Private Fund (whether consummated or not)) and other similar expenses related to the Private Fund. For the avoidance of doubt, the expense categories listed above include fees and costs of information technology hardware, software and other

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The Adviser invests Client assets using a variety of strategies, including (i) global credit, including relative value; (ii) mergers and acquisitions (or “risk”) arbitrage; (iii) long/short equity and (iv) convertible arbitrage. The Adviser’s investment decisions and advice with respect to a specific Client are in accordance with the investment objectives and guidelines set forth in the offering memorandum and/or other disclosure and governing documents of such Client. 8.A.

Methods of Analysis and Investment Strategies

The Adviser’s global credit strategy is comprised of corporate, structured credit and real estate strategies and generally involves investing in securities, financial instruments or assets of stressed or distressed companies undergoing liquidation, restructuring, refinancing pressures or substantial litigation or other opportunities in distressed investments, including situations resulting from capital dislocations and/or arising from motivated sellers. As distressed investment opportunities are identified, they are subjected to rigorous, fundamental, bottom up analysis. This analysis addresses, where appropriate, legal, financial, regulatory, litigation and timing issues. Investment memoranda summarizing the investment’s thesis, likely sequence of events, and potential risks and rewards are generally prepared for every distressed investment (other than asset-backed products for which detailed models are prepared), and updated over the course of the investment life. The Adviser’s relative value strategy invests in performing corporate high-yield and investment-grade bonds, credit default swaps and other debt. The Adviser uses a fundamental research process to analyze individual companies and sectors in the credit markets and then initiates long positions in companies that the Adviser believes are undervalued and have catalysts for credit improvement and initiates short positions in companies that the Adviser believes are overvalued and have catalysts for credit deterioration. The Adviser’s risk arbitrage strategy involves investing in securities with an announced or anticipated hard catalyst and a clearly defined risk/return trade profile. Hard catalysts include, among other things, announced merger or takeover offers (friendly and unsolicited), tender offers, auctions, exchange offers, spin-offs, re-capitalizations and legal/regulatory events. In response to, or in anticipation of, a hard catalyst event, the Adviser conducts a detailed analysis of the business and financial conditions of the relevant company, analyzes the processes surrounding the event and determines how the anticipated outcome of the event may affect the trading prices of the company’s securities. Based on this analysis, the Adviser attempts to purchase these securities at a discount to what it believes their value will be on the consummation of the proposed event and may structure investments to seek to maximize potential returns. The Adviser’s long/short equity strategy involves investing in (i) long positions that the Adviser believes are undervalued by the market relative to their intrinsic or fundamental value and trade at a discount to such value and (ii) short positions that the Adviser believes to be fundamentally overvalued by the market and trade at a premium to fair value. The Adviser’s convertible arbitrage strategy encompasses traditional convertible bond arbitrage, as well as opportunistic relative value volatility trades. As part of its investment activities or to hedge against the risk of market fluctuation, the Adviser takes short positions and utilizes certain other hedging techniques when appropriate. Such techniques may include capital structure arbitrage to take advantage of inefficiencies in the pricing between securities of the same or affiliated issuers, short positions in debt or equity securities in the cash market and use of the credit derivatives market to establish short positions in securities. The Adviser may also use various indices to partially hedge the Client’s portfolio or certain positions during certain market cycles. The Adviser is not obligated to hedge a Client’s portfolio, and there is no guarantee that its hedges will be successful. In making event driven investments, the Adviser may invest at any or all levels of an issuer’s capital structure, including equity and debt securities and derivative products.

8.B.

Certain Material Risks

Investing in securities involves risk of loss that Clients should be prepared to bear. Because these risk factors are not a complete list or explanation of all of the risks to Clients or investors in the Private Funds, all such Clients and investors should read this brochure and any offering memorandum and/or other disclosure and governing documents of the particular Client before making an investment in that Client. Distressed Investing The Adviser may invest in “below investment grade” securities and other obligations of companies that are in a weak financial condition, highly leveraged, experiencing poor operating results, having substantial capital needs or negative net worth or facing special competitive or product obsolescence problems, including bankruptcy or other reorganization and liquidation proceedings. Some or all of such investments may operate at a loss or with substantial variation in operating profits and losses from period to period, and may have a need for substantial additional capital to support expansion or to achieve or maintain a stable operating position. Such investments often will not have ready access to the traditional capital markets. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled companies is the fact that it frequently may be difficult to obtain information as to the true condition of such companies. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies’ equity or debt instruments are considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Adviser’s investment in any instruments, and a portion of the obligations and instruments in which the Adviser invests may be considered less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Adviser will correctly evaluate the value of the assets underlying such companies or the prospects for a successful reorganization or similar action. In addition, investments could deteriorate as a result of, among other factors, an adverse development in their business, a change in the competitive environment or the onset, continuation or worsening of an economic or financial market downturn or dislocation. As a result, investments that the Adviser had expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress. In addition, exogenous factors such as fluctuations of the equity markets also could result in warrants and other equity-related instruments owned by a Client becoming worthless. Even “higher-quality” instruments could still present a high degree of business and/or credit risk. During an economic downturn or recession, financially troubled or operationally troubled investments are more likely to go into default than other investments. Financially troubled and operationally troubled investments often are less liquid and more volatile than investments not experiencing financial difficulties. The market prices of such investments are subject to erratic and abrupt market movements, and the spread between bid and ask prices tends to be greater than under more “normal” circumstances. The possibility exists that the Adviser would determine to commence bankruptcy or similar proceedings, or that involuntary proceedings could be commenced, involving an investment in which a Client is invested. In any reorganization or liquidation proceeding relating to a company in which the Adviser invests, the Client may lose its entire investment, may be required to accept cash or securities with a value less than the Client’s original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Adviser’s investments may not compensate the Client adequately for the risks assumed. Certain of the Adviser’s investments may be premised on turnaround strategies. If such turnaround strategies are not achieved, such investments could experience failures or substantial declines in value, and the Adviser may not

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As noted in Item 4 above, the Adviser provides investment advice and investment management services to the Private Funds, which are pooled investment vehicles that are organized as domestic limited partnerships or offshore corporations or limited partnerships (e.g., hedge funds). Investors in the Proprietary Funds are comprised solely of the Registrant's Partners and former partners, members of the immediate families of such persons and trusts or other entities for their benefit. Investors in the Multi-Strategy Funds, the Distressed Funds, the Talonite Funds, the Opportunities Funds, the Special Opportunities Funds, the Income Funds and the Real Estate Opportunities Funds may include some or all of the following: individuals; banks or thrift institutions; investment companies; pension and profit-sharing plans; trusts, estates or charitable organizations; corporations or other business entities; certain eligible employees; and affiliates of the Registrant. Generally, investors in the Multi-Strategy Funds, the Distressed Funds, the Talonite Funds, the Opportunities Funds, the Special Opportunities Funds, the Income Funds and the Real Estate Opportunities Funds must make a minimum investment of $2 million to $5 million, as applicable, to such Private Fund. The Adviser generally reserves the right to accept lesser amounts in its discretion. In addition, investors in such Private Funds generally must be “accredited investors,” as defined in Rule 501(a) of Regulation D, promulgated pursuant to Section 4(2) of the Securities Act of 1933, as amended, and “qualified purchasers,” as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. With respect to separately managed accounts, the Adviser does not generally impose a minimum dollar value of assets in order to open or maintain an account. However, the Adviser considers the dollar value of an account when determining whether to open or maintain an account.

Performance-Based Fees Performance Compensation for the Multi-Strategy Funds (except for DK MS Master) and Talonite Funds is generally equal to 20% of net realized and unrealized capital appreciation for each year, excluding unrealized appreciation attributable to Special Investments, if applicable, after making up any losses carried forward from prior years. Performance Compensation is generally charged after the close of each calendar year and upon interimyear withdrawals. Performance Compensation for the Distressed Funds (except for DK DOI Master) is in the form of 20% of distribution proceeds following an “all-capital-back” distribution waterfall. Performance Compensation for the Opportunities Funds and the Real Estate Opportunities Funds is in the form of carried interest generally equal to 20% of the net capital appreciation upon realization, the allocation and distribution of which is subject to hurdles, waterfalls and clawbacks. Performance Compensation for the Special Opportunities Funds and the Income Funds is in the form of carried interest of up to 15% of the net capital appreciation upon realization, the allocation and distribution of which is subject to hurdles, waterfalls and clawbacks. No Performance Compensation is charged in DK MS Master or DK DO Master. The Adviser has discretion with respect to setting the Performance Compensation for Private Funds and determining whether to reduce, waive, calculate, or charge differently the Performance Compensation to the extent described in the applicable offering memorandum and/or other governing documents of each Private Fund. Performance Compensation for separately managed accounts generally is as negotiated between the Adviser and the Client. All Performance Compensation will be charged in accordance with Section 205 of the Investment Advisers Act of 1940, as amended, (the “Advisers Act”) and Rule 205-3 thereunder. The Performance Compensation arrangements for Private Funds generally are not the product of an arm’s-length negotiation with any third party, and because Performance Compensation for the Multi-Strategy Funds and Talonite Funds is generally calculated on a basis that includes unrealized capital appreciation, it may be greater than if such compensation were based solely on realized gains. The Adviser manages Clients that are charged Performance Compensation (in addition to a Management Fee) and Clients that are charged only a Management Fee. For this reason, in certain circumstances, performance-based fee arrangements may create an incentive for the Adviser to direct the best investment ideas to, or to allocate or sequence trades in favor of, (i) Clients with Performance Compensation arrangements over Clients that are not charged, or from which the Adviser will not receive (e.g., because the Client is below its high water mark), Performance Compensation, and (ii) Clients from which the Adviser will receive a greater Performance Compensation over Clients from which the Adviser will receive lesser Performance Compensation. Performancebased fee arrangements may also create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if a performance-based compensation arrangement were not in effect. In addition, performance-based fee arrangements may create an incentive for the Adviser to time investments, and the realization of investments, so as to maximize the Performance Compensation rather than the return of the Clients. The Adviser has adopted allocation policies, which are further described below, to ensure that all of the Clients are treated fairly and equally and to prevent conflicts from influencing the allocation of investment opportunities among the Clients.

Side–by-Side Management Through Co., the Registrant’s Partners (as defined in Item 10) and former partners, members of the immediate families of such persons, and trusts or other entities for their benefit, indirectly invest side-by-side with the MultiStrategy Funds. Through Co. 520, the Registrant’s Partners and former partners of the Registrant, members of the immediate families of such persons, and trusts or other entities for their benefit, indirectly invest in certain of the Private Funds managed by the Adviser. The Adviser intends to allocate investment opportunities to the Clients in a manner that it believes to be appropriate in light of the investment objectives of the Clients. The Adviser may be presented with investment opportunities that fall within the investment objectives of multiple Clients and multiple Clients may employ substantially similar strategies. In general, the Adviser seeks to allocate investment opportunities relating to new positions among the investment portfolios of the Multi-Strategy Funds, Co., the Distressed Funds, the Talonite Funds, the Opportunities Funds, the Income Funds and the Real Estate Opportunities Funds (the "Relevant Funds"), and relevant separately managed accounts based on pre-determined allocation methodologies, as modified from time to time, including, without limitation, pro rata allocations based on capital attributable to the relevant strategy of each of the Relevant Funds and the separately managed accounts. The Special Opportunities Funds co-invest alongside one or more of the Relevant Funds in an investment only after those entities have received their appropriate allocation of such investment. When the Adviser deems it appropriate and consistent with the interests of one or more Relevant Fund(s), the Adviser may provide co-investment opportunities to one or more affiliated investment vehicles formed to co-invest with, or invest alongside, such Relevant Fund(s) or other third parties, as permitted by the relevant governing documents of such fund. The Adviser may offer co-investment opportunities to a co-investor for any reason (or no reason) that it deems relevant in its discretion, including such co-investor’s sophistication, transaction speed, tenure as an investor with the Adviser, commitment to making co-investment funds available, commitment to invest in future products sponsored by the Adviser or strategic expertise. Co-investors may have rights in addition to, and be subject to different terms as compared to, the rights and terms applicable to the Relevant Fund and its investors. When adding to a previously-created investment position that is consistent with the investment program of several of the Relevant Funds, the Adviser's allocation process will generally allocate the additional investment in a manner that seeks to cause each Relevant Fund's ownership of the aggregate investment in the position to be its pro rata share of the entire position based on the then-current net asset values of the applicable Relevant Funds. Thus, while the additional investment itself might not be allocated pro rata, the resulting total position will be, or will be closer to, pro rata based on the then-current net asset values of the applicable Relevant Funds. If necessary, pro rata allocation will not be used when deviations are warranted as a result of differing investment restrictions, different liquidity requirements (for example, as a consequence of investor subscriptions or redemptions), the size of the opportunity (for example, where allocations would result in odd-lots or a de minimis allocation to one or more of the Clients) or other differentiating circumstances (including tax, regulatory or other considerations). In particular, where a Client employs an investment program dedicated to a specialized strategy (such as distressed debt) and other Clients also invest a portion of their portfolio in such strategy, the Adviser will identify each such Client and establish a pre-determined allocation ratio with respect to investments in such specialized strategy. Ratios will be based on the assets of each Client invested in such specialized strategy and will be modified from time to time. In certain circumstances, based upon the risk/reward profile of particular investments, certain investments may be allocated pro rata across the related portfolios of the Clients based on capital attributable to such portfolio. In general, when the Adviser determines that it would be appropriate for the Clients to participate in an investment opportunity, the Adviser will seek to aggregate orders for all of the participating Clients, on an equitable basis. The Clients that participate in an aggregated order will generally participate at the average price for all of the transactions in that security with respect to each buy/sell program on a given business day, with transaction costs generally shared pro rata based on the Clients' participation in the transaction. The effect of such aggregation may operate on some occasions to a Client's disadvantage. Specifically, if the Adviser has determined to invest at the same time for more than one of the Clients, the Adviser may place combined orders for all such Clients simultaneously and if any order is not filled at the same price, it may average the prices paid. Similarly, if an order on behalf of more than one Client cannot be fully executed under prevailing market conditions, the Adviser may

allocate the securities traded among the different Clients on the basis that it considers equitable. In these circumstances, each Client would pay, in connection with the acquisition of securities by more than one Client, the average price per unit acquired, which may be higher than if it had acted alone, and it may otherwise not be able to execute an investment decision as effectively as it could have if it had acted alone. There may be corresponding potential disadvantages when more than one Client simultaneously seeks to dispose of commonly held securities and other investment positions. Situations may occur where a Client could be disadvantaged because of the activities conducted by the Adviser for other Clients. Such situations may be based on, among other things: legal restrictions on the combined size of positions which may be taken for all Clients managed by the Adviser or the difficulty of liquidating an investment for more than one Client where the market cannot absorb the sale of the combined positions; or the determination that a particular investment is warranted only if hedged with an option and there is a limited availability of such options. Instances also may arise where the Adviser determines an investment opportunity to be suitable for more than one Client but the market is too illiquid to enable each to participate to the extent advisable. In the above situations, or in other situations in which conflicts arise, the Adviser will endeavor to allocate investment opportunities fairly; nevertheless, from time to time as any given conflict situation arises, such conflict may be resolved in a manner detrimental to a particular Client. In addition, the Adviser may give advice or take action with respect to the investments of one or more Clients that may not be given or taken with respect to other Clients with similar investment programs, objectives, and strategies. Accordingly, Client accounts with similar strategies may not hold the same securities or instruments or achieve the same performance. The Adviser also may advise Clients with conflicting programs, objectives or strategies. These activities also may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Clients. The Adviser and its personnel may have conflicts in allocating their time and services among the Clients. The Adviser will devote as much time to each Client as the Adviser deems appropriate to perform its duties in accordance with its management agreements. From time to time, subject to applicable restrictions under a Client’s investment guidelines and restrictions, the Adviser may direct one of its Clients to sell securities to, or buy any securities from, another Client through a cross transaction in which neither the Adviser nor a related person will receive compensation. Any such transaction will generally be effected based on the then current independent market price and consistent with valuation procedures established by the Adviser. To the extent that any such cross transaction may be viewed as a principal transaction due to the ownership interest in the Client by the Adviser and its personnel or affiliates, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that the Adviser will notify the relevant Client (or an independent representative of the Client) in writing of the transaction and obtain the consent of the Client (or an independent representative). The Adviser may purchase securities offered in initial public offerings ("New Issues") on behalf of certain of the Clients. Pursuant to FINRA Rule 5130, FINRA Rule 5131 and FINRA/NASD interpretations thereof, the Adviser may allocate New Issues among the Clients eligible to invest in New Issues in proportion to their relative capital balances or any other basis that it considers in compliance with the FINRA rules. However, Clients without sufficient available capital may not be allocated New Issues. The Adviser does not allocate the profits and losses from New Issues to fund investors who are "restricted persons" under the FINRA rules.

Neither the Adviser nor its management personnel (i) are registered as broker-dealers or (ii) have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. Neither the Adviser nor its management personnel (i) are registered as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of the foregoing or (ii) have any application pending to register with respect to any of the foregoing. The Adviser does not recommend or select other investment advisers for its Clients. Material Relationships The Registrant is the investment manager of the Multi-Strategy Funds, Co., the Distressed Funds, the Talonite Funds, the Opportunities Funds, the Special Opportunities Funds, the Onshore Employee Fund, the Offshore Employee Fund, the Income Funds and the Real Estate Opportunities Funds. The partners of the Registrant are Anthony A. Yoseloff, Patrick W. Dennis, Gabriel T. Schwartz, Conor Bastable, Zachary Z. Altschuler, Morgan P. Blackwell, Suzanne K. Gibbons, Joshua D. Morris, Michael Chiaramonte, Gregory Feldman, Sona Gohel, Jeffrey Hurwitz, Melanie Levine, James Li, and Andrew Tan (the "Partners"), with Anthony A. Yoseloff serving as Managing Partner and Patrick W. Dennis and Gabriel T. Schwartz serving as Co-Deputy Managing Partners. Davidson Kempner Advisers LLC, a Delaware limited liability company ("DKA"), is the general partner of DKIP. Certain of the Partners are managing members of the sole owner of DKA, with Anthony A. Yoseloff serving as Executive Managing Member. MHD Management Co. LLC, a Delaware limited liability company ("MHD"), is the general partner of DKP. Certain of the Partners are managing members of the sole owner of MHD, with Anthony A. Yoseloff serving as Executive Managing Member. DKIL GP LLC, a Delaware limited liability company ("DKIL GP"), is a shareholder of DKIL and provides oversight of DKCM's investment of DKIL's assets. Certain of the Partners are managing members of the sole member of DKIL GP, with Anthony A. Yoseloff serving as Executive Managing Member. DKDOI GP LLC, a Delaware limited liability company ("DKDOI GP"), is a shareholder of DKDOI and provides oversight of DKCM's investment of DKDOI's assets. Certain of the Partners are managing members of the sole member of DKDOI GP, with Anthony A. Yoseloff serving as Executive Managing Member. DK Group LLC, a Delaware limited liability company ("DKG"), is the general partner of DKDOF. Certain of the Partners are managing members of the sole member of DKG, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Multi-Strategy GP LLC, a Delaware limited liability company (“DKMS GP”), is the general partner of DK MS Master. Certain of the Partners are managing members of the sole member of DKMS GP, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Distressed Opportunities GP LLC, a Delaware limited liability company (“DKDO GP”), is the general partner of DK DO Master. Certain of the Partners are managing members of the sole member of DKDO GP, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Talonite GP LLC, a Delaware limited liability company ("Talonite GP"), is the general partner of Talonite Onshore. Certain of the Partners are managing members of the sole member of Talonite GP, with Anthony A. Yoseloff serving as Executive Managing Member.

Davidson Kempner Long-Term Distressed Opportunities GP II LLC, a Delaware limited liability company (“DKLDO GP II”), is the general partner of each LDO II Fund. Certain of the Partners are managing members of the sole member of DKLDO GP II, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Long-Term Distressed Opportunities GP III LLC, a Delaware limited liability company (“DKLDO GP III”), is the general partner of each LDO III Fund. Certain of the Partners are managing members of the sole member of DKLDO GP III, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Long-Term Distressed Opportunities GP IV LLC, a Delaware limited liability company (“DKLDO GP IV”), is the general partner of each LDO IV Fund. Certain of the Partners are managing members of the sole member of DKLDO GP IV, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Long-Term Distressed Opportunities GP V LLC, a Delaware limited liability company (DKLDO GP V”), is the general partner of each LDO V Fund. Certain of the Partners are managing members of the sole member of DKLDO GP V, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Opportunities GP VI LLC, a Delaware limited liability company (“DKO GP VI”), is the general partner of each DKO VI Fund. Certain of the Partners are managing members of the sole member of DKO GP VI, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Opportunities GP VII LP, a Delaware limited partnership (“DKO GP VII”), is the general partner of each DKO VII Fund. Certain of the Partners are managing members of the sole member of the general partner of DKO GP VII, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Special Opportunities GP III LLC, a Delaware limited liability company (“DKSO GP III”), is the general partner of each SOF III Fund. Certain of the Partners are managing members of the sole member of DKSO GP III, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Special Opportunities GP IV LLC, a Delaware limited liability company (“DKSO GP IV”), is the general partner of each SOF IV Fund. Certain of the Partners are managing members of the sole member of DKSO GP IV, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Income GP LLC, a Delaware limited liability company (“Income GP”), is the general partner of each Income Fund I. Certain of the Partners are managing members of the sole member of Income GP, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Income GP II LP a Delaware limited partnership (“Income GP II”), is the general partner of each Income Fund II. Certain of the Partners are managing members of the sole member of the general partner of Income GP II, with Anthony A. Yoseloff serving as Executive Managing Member. Davidson Kempner Real Estate Opportunities GP LP, a Delaware limited partnership (“DKREOF GP”), is the general partner of each Real Estate Opportunities Fund. Certain of the Partners are managing members of the sole member of the general partner of DKREOF GP, with Anthony A. Yoseloff serving as the Executive Managing Member. M.H. Davidson & Co. GP, L.L.C., a Delaware limited liability company (“MHD & Co. GP”), is the general partner of Co. Certain of the Partners are managing members of the sole member of MHD & Co. GP, with Anthony A. Yoseloff serving as Executive Managing Member. M.H. Davidson & Co. 520 GP LLC, a Delaware limited liability company (“MHD & Co. 520 GP”), is the general partner of Co. 520. Certain of the Partners are managing members of MHD & Co. 520 GP, with Anthony A. Yoseloff serving as Executive Managing Member. DK Employee Fund Management LLC, a Delaware limited liability company (“Onshore Employee Fund Manager”), is the manager of the Onshore Employee Fund. Certain of the Partners are managing members of the

sole member of the Onshore Employee Fund Manager, with Anthony A. Yoseloff serving as Executive Managing Member. DK Employee Fund International Management LLC, a Delaware limited liability company (“Offshore Employee Fund GP”), is the general partner of the Offshore Employee Fund. Certain of the Partners are managing members of the sole member of the Offshore Employee Fund GP, with Anthony A. Yoseloff serving as Executive Managing Member. The Registrant and each of the entities listed in this Item are affiliates (collectively, "Affiliates"), subject to the common control of the Partners. As noted in Item 6, through Co., certain of the Partners invest side-by-side with the Multi-Strategy Funds, and through Co. 520, invest in certain Private Funds managed by the Adviser. In addition, the Registrant and the Affiliates and certain of their personnel may also invest in eligible Private Funds of their choosing but are not required to invest in all Private Funds. It is expected that, if such investments are made, the size and nature of these investments will change over time. DKEP, DK Asia and DK India are subadvisers to the Registrant. The Adviser and its affiliates have established and may establish certain affiliated service providers) (collectively, “DK Affiliated Enterprises”) to provide services in support of certain Clients in connection with investment and trading activities and in connection with certain Clients’ Portfolio Investments, including prospective and actual Portfolio Investments, when deemed appropriate by the Adviser. DK Affiliated Enterprises will provide services that are separate from and additional to the investment management and administrative support services provided by the Adviser in respect of the Clients. Under the circumstances described below, DK Affiliated Enterprises will receive compensation and, in the case of DK Hawthorne, reimbursement of expenses, for services performed. Fees paid to DK Affiliated Enterprises may be structured in a variety of ways, including fixed fees, hourly or daily fees, asset-based fees, commitment-based fees, fees based on transaction size, contingency fees and other formulations and may be paid to the DK Affiliated Enterprise by Clients, the relevant portfolio company or the transaction counterparty. Due to the affiliate relationship between DK Affiliated Enterprises and the Adviser, fees for services will not be negotiated at arm’s length. Although the Adviser will seek to ensure that such transactions and arrangements contain terms that it believes are no less favorable to Clients than are generally obtainable from unrelated third parties providing the same or similar quality of services, such arrangements present conflicts of interest as more fully discussed in Item 8. Except as otherwise provided in a Client’s disclosure and governing documents, any fees, payments and/or other compensation paid to DK Affiliated Enterprises will not offset the Management Fee paid to the Adviser. DK IMT. The Adviser and its affiliates will utilize the services of an affiliated service provider, Davidson Kempner Investment Management Technology LLC, a Delaware limited liability company, (“DK IMT”) to provide technology-related services exclusively to certain Clients (“investment management technology services” or “IMT services”). The IMT services will include, but are not limited to, the design, development, customization, deployment, and ongoing maintenance of proprietary or integrated software systems to enhance and support Client’s investment strategies, portfolio management, risk management and trading activities. To the extent provided for in the applicable offering memorandum and/or other disclosure and governing documents of a Client, a Client benefitting from the IMT services will be charged fees for such services and such fees will not offset the Management Fee paid to the Adviser. Fees paid to DK IMT for IMT services may be structured in a variety of ways, including fixed fees, weekly or daily fees, a charge for particular services and other formulations. DK Hawthorne. Certain Portfolio Investments are expected to require a high level of monitoring of, or involvement in, portfolio company or holding company (“portfolio company”) or asset-level business operations. The Adviser may retain, or advise or require a portfolio company to retain, the services of one or more operational or strategic consultants to provide expertise in various business areas. These consultants may be third parties or they may be employees of an affiliate of the Adviser. One or more entities affiliated with the Adviser (collectively, “DK Hawthorne”) will provide operating partner services exclusively to Clients, their respective portfolio companies or assets as well as to the Adviser.

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The Adviser strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, the Adviser has 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; all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee's position of trust and responsibility must be avoided; employees must not take any inappropriate advantage of their positions at the firm; information concerning the identity of securities and financial circumstances of the Clients, including the Clients' investors, must be kept confidential; and independence in the investment decision-making process must be maintained at all times. With respect to restrictions on personal securities transactions, limited trading by employees is permitted. "Permitted" employee transactions generally include investments in certain ETFs, certain closed-end funds, options on certain ETFs, index options, non-defaulted government bonds of any non-US sovereign government, variable and indexed annuities, investment grade municipal bonds and private investments, such as investments in private investment funds, including funds of funds and real estate investments, which do not compete with the investment strategies of the Adviser. Employees are required to report to the Adviser any transactions in the foregoing securities and, in certain circumstances, transactions in such securities require pre-approval. Employees may also engage in “exempt” transactions which generally include investments in money-market funds, unaffiliated openend mutual funds, unaffiliated unit investment trusts that are invested exclusively in one or more open-end mutual funds, certificates of deposit, bankers’ acceptances, high-quality short-term debt obligations, physical commodities or currencies and direct obligations of the U.S. government. Employees are not required to report to the Adviser any transactions in the foregoing securities. Except for extremely limited circumstances (e.g., liquidating legacy positions or receipt of such investments as an inheritance, gift or distribution), employees are “prohibited” from transacting in corporate debt, common and preferred stock, warrants, convertibles, options on stock, stock futures, real estate investment trusts, ADRs and ADNs, agency securities and debt, interests in investment clubs, IPOs or Initial Coin Offerings, non-investment grade municipal bonds and commercial paper. Employees must be granted approval for the disposition of such legacy positions or investments held as a result of inheritances, gifts or distributions. When liquidating such positions in prohibited investments, employees must submit a trade pre-approval request which requires the pre-approval of Compliance, Trading and the employee’s manager. Employees are generally prohibited from liquidating these positions if the Adviser holds a position in the issuer. Employees are prohibited from short-term trading and, as a result, must maintain permitted investment positions in their personal accounts for a minimum of 30 days, calculated on a first-in/first-out basis. Unless an exception is granted, employee personal accounts must be maintained at the broker-dealers designated by the Adviser. Duplicate account statements must be provided to the Adviser, regardless of where the account is maintained. Upon hire, employees are required to submit to Compliance a report disclosing all personal accounts over which they exercise influence, control or discretion, and any investments held in those accounts. On a quarterly and annual basis, all employees must submit reports disclosing all permitted and prohibited personal investment transactions. The Adviser will provide a copy of the Code to any investor in a Private Fund, Client or prospective Client upon request. A copy of the Code may be requested by contacting the Adviser at the address or telephone number listed on the cover page of this document. The Adviser also has a Material Non-Public Information Policy and Procedures (the "MNPI Policy") that is designed to prevent the misuse of material, non-public information. The Adviser's personnel are required to certify to their compliance with the Code, including the MNPI Policy, on a periodic basis.

As noted previously, the Adviser has full discretionary authority to manage the investments of certain Clients, including authority to make decisions with respect to which securities are bought and sold, 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. The Adviser's authority is limited by its own internal policies and procedures and each Client's investment guidelines. The Adviser does not permit directed brokerage arrangements with investors in Private Funds but may agree to do so for separately managed accounts. Where a separately managed account has a directed brokerage arrangement, the Adviser will direct transactions as negotiated in the Client’s investment management agreement or governing documents. Such Clients may be unable to participate in aggregate orders and as a result, may pay higher brokerage commissions and/or receive less favorable pricing. Factors Considered in Selecting Broker-Dealers Portfolio transactions for Clients will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Adviser and/or certain Clients, but not beneficial to all Clients. Subject to seeking 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, the Adviser may consider, among other factors that are deemed appropriate by the Adviser to consider under the circumstances, the following: the ability of the brokers and dealers to effect the transaction; the brokers' or dealers' facilities, reliability and financial responsibility; and 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 prices and commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to Clients by brokers or dealers may be higher than those charged by other brokers or dealers that may not offer such services. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread. Generally, neither the Adviser nor Clients separately compensates any broker or dealer for any of these other services. Investors in the Private Funds may include funds of funds affiliated with brokers or, possibly, brokerage firms themselves. The fact that any such investor has invested in a Private Fund will not be taken into consideration in selecting brokers (including prime brokers). Best Execution In selecting an appropriate broker-dealer to effect a client trade, the Adviser seeks to obtain best execution, taking into consideration the price of a security offered by the broker-dealer, as well as a broker-dealer's full range and quality of services including, among other things, its facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to the Adviser, brokerage and research services provided to the Adviser (e.g., research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. If the Adviser decides, based on the factors set forth above, to execute transactions on an agency basis through Electronic Communications Networks ("ECNs"), it will also consider the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs, and the level of care and attention that will be given to smaller orders. The Adviser maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Research and Other Soft Dollar Benefits From time to time, the Adviser or its affiliates may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting Client transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the

brokerage and research services provided by the broker-dealer. The Adviser or its affiliates 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). The Adviser believes it is important to its investment decision-making processes to have access to independent research. Generally, research provided by broker-dealers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, and personal meetings with securities analysts. In addition, such research services may be provided in the form of access to various computer-generated data and meetings arranged with corporate and industry spokespersons, economists, academics, and government representatives. In some cases, the research services and products provided by the broker-dealer may be generated by third parties but are provided directly from the broker-dealer. Also, consistent with Section 28(e), research products or services obtained with soft dollars generated by one or more Clients may be used by the Adviser or its affiliates to service one or more other Clients, including Clients that may not have paid for the soft dollar benefits. The Adviser and its affiliates will not seek to allocate soft dollar benefits to Clients in proportion to the soft dollar credits the Clients generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Adviser (i.e., a "mixed use" item), the Adviser and its affiliates 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 the Adviser's allocation of the costs of such benefits and services between those that primarily benefit the Adviser and those that primarily benefit the Clients. When the Adviser uses Client brokerage commissions to obtain research or other products or services, the Adviser receives a benefit because it does not have to produce or pay for the research, products or services. While the Adviser is obligated to seek best execution for each Client, the fact that the Adviser can obtain or receive such products or services may create an incentive for it to select or recommend a particular broker-dealer, to the exclusion of another broker-dealer. At least annually, the Adviser and its affiliates consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of the 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 the Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to pay cash if any informal targets are not met. A brokerdealer is not excluded from receiving business because it has not been identified as providing research products or services. The Adviser and/or its affiliates have entered into commission sharing agreements whereby certain Clients pay a broker-dealer for trade execution and the Adviser and/or its affiliates request that the broker-dealer allocate a portion of the commissions to third-party providers of research or other products or services. In the last fiscal year, the Adviser acquired research and related products or services from brokers with whom it did business, which included the following: written information and analysis concerning specific securities, companies or sectors; market, financial and economic studies and forecasts, as well as discussions with research and industry personnel; and financial and industry publications. Capital Introduction From time to time, brokers (including the prime brokers) may assist the Adviser in raising funds from investors. Additionally, brokers may provide capital introduction and marketing assistance services, and representatives of the Adviser may speak at conferences and programs sponsored by the brokers, for investors. Through such events,

prospective investors may encounter representatives of the Adviser. Brokers may also provide other services, including, without limitation, proprietary or third-party research, special execution capabilities, monthly broker pricing, economic and market information, industry, company and sector comments, technical data, recommendations, general reports, efficiency of execution and error resolution, quotation services, the availability of stocks to borrow for short sales, and consulting services relating to technology and office space. Although neither the Adviser nor 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 the Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of Clients. Subject to its obligation to seek best execution, the Adviser may consider referrals of investors in determining its selection of brokers. However, the Adviser will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. Aggregation of Orders Please see Item 6 for a discussion of the Adviser's practice concerning the aggregation of Client orders. Trade Errors On occasion, trade errors occur with respect to trades executed, directly or indirectly, on behalf of one or more Clients. It is the Adviser’s policy to endeavor to ensure that each trade error is corrected in an expeditious manner. Trade errors occur when, in the Adviser’s discretion, an order is not executed according to the Adviser’s intent and instructions due to a mistake of fact, processing error or other similar reason. Trade errors might include, for example, (i) the purchase or sale of an investment in securities or other financial instruments that results in over-exposure or under-exposure, as the case may be, to such investment relative to the intended exposure; (ii) the sale of an investment in securities or other financial instruments when it should have been purchased; (iii) the purchase of an investment in securities or other financial instruments when it should have been sold; (iv) the purchase or sale of an investment in securities or other financial instruments that is different from what was intended to be purchased or sold, as applicable; (v) the purchase or sale of an investment in securities or other financial instruments that was not intended to be, or should not have been (whether due to legal restrictions, regulatory restrictions, investment limitations or other similar reasons), purchased or sold; and (vi) any other similar type of transaction error in connection with the purchase or sale of an investment in securities or other financial instruments that was not intended to be purchased or sold, or not intended to be purchased or sold in the amounts that they were purchased or sold, as applicable. Investors in Private Funds should refer to the current disclosure documents of the relevant Client in which they are invested for further information on whether the Adviser or such Client generally bears trade error losses. In all instances, however, if the Adviser determines that it has engaged in certain disqualifying conduct, then the resulting trade error losses shall be borne by the Adviser. The disclosure documents for certain Clients that are no longer in their offering periods may not include a discussion of trade error losses. For such Clients, any resulting trade error losses will continue to be borne by the Adviser in accordance with the policy in place during the offering period of such Clients. Any trade errors in a separately managed account will be addressed in accordance with such Client’s investment management agreement or governing documents, as negotiated.

The Adviser does not receive any economic benefit from anyone, other than its Clients, for providing investment advice or advisory services to its Clients. The Adviser compensates unaffiliated placement agents in connection with the offering and sale of certain Private Fund interests. The Adviser generally compensates the placement agents for these services with a fee based on a percentage of the total accepted subscription amount of the relevant investors and/or an ongoing fee with respect to each relevant investor. The compensation that the Adviser pays to the placement agents creates certain conflicts of interest, including an incentive for the placement agents to sell interests in the Private Funds that may not align with the interests of the relevant investors. Private Funds may be required to indemnify unaffiliated placement agents.

To the best of the Adviser’s knowledge, there are no legal or disciplinary events that the Adviser believes would be material to the Clients’ or prospective Clients’ evaluation of the Adviser’s advisory business or the integrity of its management.

Principal officers of the Adviser generally review Client accounts on a daily, weekly, monthly, quarterly and periodic basis. Such principal officers include Anthony A. Yoseloff, Patrick W. Dennis, Gabriel T. Schwartz, Conor Bastable, Zachary Z. Altschuler, Morgan P. Blackwell, Daniel Boehm, Suzanne K. Gibbons, Zachary E. Gozali, Chris Krishanthan, Joshua D. Morris, Michael Chiaramonte, Gregory Feldman, Romain Ferron, Jeffrey Hurwitz, Vince Ortz, Punit Patel and Andrew Tan. Investors in the Private Funds (other than the Proprietary Funds) generally receive written quarterly letters, account statements, or other reports from the Adviser describing the performance of the relevant Private Fund. Information is also made available to the investors in the Private Funds through the Adviser's password protected website. In addition, the Adviser issues to investors tax reports and annual audited financial statements concerning the relevant Private Fund generally within 120 days of the end of the Private Fund's fiscal year. Separately managed account Clients generally receive written reports describing the performance of the relevant account on at least a quarterly basis, although the frequency of such reporting may vary from Client to Client as negotiated between the Adviser and the Client.

Private Funds With respect to the custody of funds and securities held by the Private Funds, the Adviser relies upon the exception under Rule 206(4)-2(b)(4) of the Advisers Act, pursuant to which the Adviser is exempted from, or deemed to be in compliance with, certain requirements under Rule 206(4)-2 relating to the custody of client funds or securities. In accordance with the conditions of that exception, the Adviser distributes audited financial statements for each Private Fund to the Private Fund's investors within 120 days of the end of the fiscal year of the Private Fund. Separately Managed Accounts Separately managed account Clients generally independently select their own custodians for their vehicles and securities and will receive periodic account statements from their chosen custodian, which should be carefully reviewed by Clients or their representatives. Because the Adviser also provides periodic written reports to Clients (as described in Item 13), each Client should compare the written reports received from the Adviser to the periodic reports received from the Client’s custodian. Where the Adviser is deemed to have custody over a separately managed account, the Adviser will follow the same approach as it does with Private Funds.

The Adviser accepts discretionary authority to manage accounts on behalf of Clients. Private Funds In connection with providing investment management services to the Private Funds, the Adviser has been appointed as the investment adviser, investment manager, general partner or manager with full discretionary authority with respect to investment decisions on behalf of, and trading in, the Private Funds' accounts. Investment guidelines and any restrictions are set forth in writing in the respective offering memorandum and/or other disclosure and governing documents for each Private Fund including, but not limited to, the percentage of net assets or aggregate capital commitments that the Private Funds invest in a single issuer or single portfolio investment. When selecting securities and determining amounts, the Adviser observes the investment policies, limitations and restrictions of the relevant Private Fund for which it advises. Separately Managed Accounts Depending on the strategy, investment advice provided by the Adviser to separately managed accounts may be provided on a discretionary or non-discretionary basis. A Client typically grants investment discretion through investment guidelines provided within the investment management agreement or governing documents and may place reasonable limitations as agreed to between Adviser and the Client on the Adviser’s discretionary authority. The Adviser manages separately managed accounts in accordance with such accounts’ investment strategies, which are tailored accordingly to Client investment guidelines.

The SEC adopted Rule 206(4)-6, which requires registered investment advisers that exercise voting authority over client securities to implement proxy-voting policies. In compliance with such rule, the Adviser has adopted proxy voting policies and procedures (the "Policies"). Clients and investors in a Private Fund may request a copy of the Policies and the proxy voting record by contacting the Adviser. Private Funds The general policy is to vote proxy proposals, amendments, consents or resolutions relating to securities, including interests in pooled investment vehicles, if any (collectively, "proxies"), in a manner that serves the best interests of the Private Fund, as determined by the Adviser in its discretion, taking into account the following factors: (i) the views of management; (ii) the impact on the value of the investments; (iii) the continued or increased availability of portfolio information; and (iv) industry and business practices. In addition, the Adviser may not vote proxies in certain situations where the associated costs outweigh the anticipated benefits to the Private Fund. If a material conflict of interest exists between the interests of the Adviser and those of the relevant Private Fund with respect to any issue to be voted on, the Adviser will base its voting decision exclusively on the Adviser's judgment of what will best serve the financial interests of the Private Fund that beneficially owns the securities that are the subject of the vote. Separately Managed Accounts The Adviser will vote proxies of separately managed account Clients in accordance with the terms outlined in the relevant investment management agreement or governing documents.

The Adviser is not required to attach a balance sheet because it does not require or solicit the payment of fees six months or more in advance. The Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to the Clients. The Adviser has not been the subject of a bankruptcy proceeding during the past ten years.