DENDUR CAPITAL LP

Dendur Capital LP (hereinafter “Dendur Capital”, “we”, “us”, “our” or the “Firm”) is organized as a Delaware limited partnership with a principal place of business in New York, New York. Dendur Capital is controlled by its General Partner, Dendur Capital GP LLC, a Delaware limited liability company. Malcolm A. Levine is the managing member of Dendur Capital GP LLC. Our registration on Form ADV also covers Dendur Advisors LLC (the “Fund General Partner”), which is a limited liability company organized under the laws of the state of Delaware. The Fund General Partner is an affiliate of Dendur Capital and serves as the General Partner of Dendur Fund LP and Dendur Opportunity Fund II LP and the Manager of Dendur Master Fund Ltd. The Fund General Partner’s facilities and personnel are provided by Dendur Capital. Malcolm A. Levine is the managing member of, and controls, the Fund General Partner. We serve as the Investment Adviser, with discretionary trading authority, to: (i) private, pooled investment vehicles (each a “Fund” and collectively the “Funds”) and (ii) a separately managed account (the “SMA”, and together with the Funds, the “Clients”). We provide discretionary investment advice to the following private funds (collectively, the “Flagship Funds”): (i) Dendur Fund LP (the “Onshore Fund”), (ii) Dendur Offshore Fund Ltd. (the “Offshore Fund”), and (iii) Dendur Master Fund Ltd. (the “Master Fund”). The Onshore Fund and the Offshore Fund are feeder funds that invest through the Master Fund. We also provide discretionary investment advice to Dendur Opportunity Fund II LP (the “Opportunity Fund”). The securities of the Funds are offered through a private placement memorandum or limited partnership agreement to accredited investors, as defined under the Securities Act of 1933, as amended, and Qualified Purchasers, as defined under the Investment Company Act of 1940, as amended. The SMA is managed to make concentrated investments in one or more single stock positions that may also be held in the portfolio of the Flagship Funds. We will make investment recommendations to the holder of the SMA in accordance with the terms of our investment management agreement with the SMA (the “SMA IMA”). Upon receiving the prior written consent of the SMA holder to pursue a particular investment recommendation, Dendur Capital will have discretionary authority to determine the amount of the relevant issuer’s securities to be purchased or sold and the timing of those transactions, subject in each case to compliance with the investment guidelines, restrictions and other parameters set forth in the SMA IMA. Dendur Capital does not tailor its advisory services to the individual needs of investors in the Funds (“Fund Investors”) and generally does not accept Fund Investor-imposed investment restrictions. While Dendur Capital does not tailor its advisory services to the individual needs of the SMA, all investment decisions are pre-approved by the SMA. Our investment decisions and advice with respect to the Clients are subject to each Client’s investment objectives and guidelines, as described in their respective offering documents and governing agreements, (collectively, the “Offering Documents”). If Dendur Capital manages additional separately managed accounts in the future, such accounts will be subject to the investment objectives, guidelines and restrictions, fee

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arrangements and other terms individually negotiated with such Clients. Any such additional separately managed account relationship would generally involve a significant minimum account size. We do not currently participate in any Wrap Fee Programs. The Firm has regulatory assets under management of $1,464,549,725 as of December 31, 2025, all managed on a discretionary basis. 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.

The fees applicable to each Client are set forth in detail in the corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee and Performance-based Compensation The Funds Dendur Capital is paid an investment management fee (“Management Fee”) for management services each fiscal quarter. The Flagship Funds Management Fee for Fund Investors range between 0.25% (1.0% annualized) and 0.375% (1.50% annualized) of the net asset value of each series of shares of the Master Fund corresponding to each Fund Investor’s interest in the Funds as of the beginning of such fiscal quarter (before taking into account the estimated accrued performance-based compensation). The Strategic Investor, with whom we, our affiliates, and the Flagship Funds entered into an agreement, is subject to different management fee rates than other Fund Investors. The Management Fee is prorated and payable as of a subscription date for any capital contribution/subscription by a Fund Investor that is effective other than as of the first day of a fiscal quarter. In the event of a redemption or withdrawal by a Fund Investor other than as of the last day of a fiscal quarter, a pro rata portion of the Management Fee will be reimbursed to the Fund Investor. Dendur Capital, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any employee or affiliate of Dendur Capital, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. The Fund General Partner will not be charged the Management Fee and Dendur Capital has waived the Management Fee for employees of Dendur Capital. The Management Fee for the Opportunity Fund is described in the advisory contract we entered into with the Opportunity Fund, as well as in the Opportunity Fund’s limited partnership agreement. In Dendur Capital’s sole discretion, the Management Fee may be -5-

waived, reduced or calculated differently with respect to any limited partner of the Opportunity Fund. At the end of each fiscal year, Dendur Capital or its affiliates may also be entitled to performance-based compensation from Fund Investors in the Flagship Funds, which is compensation equal to a percentage of the net realized and unrealized appreciation in the net asset value of such series of shares of the Master Fund over the prior high net asset value of such series. Such performance-based compensation is described in the offering memorandum of the Flagship Funds and generally ranges from 10%-20% of the realized or unrealized net profits or capital appreciation and is subject to a high-water mark. The calculation and rate of the performance-based compensation for the Strategic Investor is different than other Fund Investors. The Flagship Fund’s performance-based compensation will also be paid or reallocated as described above upon a redemption or withdrawal by an Investor that does not occur as of the end of a fiscal year. Dendur Capital or its affiliates are also entitled to receive carried interest from the Opportunity Fund that is distributed when the investment is monetized. Dendur Capital or its affiliates, in their sole discretion, may elect to reduce, waive or calculate differently the Flagship Fund’s performance-based allocation or the Opportunity Fund’s carried interest with respect to any person, including any employee or affiliate of Dendur Capital, any family member thereof or trusts, estate planning and other investment accounts and/or vehicles established by or for the benefit of such persons. An affiliate of Dendur Capital has elected to waive the Flagship Fund’s performance-based allocation for employees of Dendur Capital. SMA Dendur Capital is entitled to receive performance-based compensation from the SMA as set forth in the SMA IMA. Payment of Fees Fees and compensation paid to Dendur Capital or its affiliates by the Funds are generally deducted from the assets of such clients. Other Types of Fees or Expenses Dendur Capital is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable. The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. Each Flagship Fund bears its own operating expenses and other expenses and its pro rata share of the Master Fund expenses, including, but not limited to, the Management Fee; investmentrelated expenses (e.g., brokerage commissions and transaction costs, clearing and settlement

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charges, custodial fees, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments, and research-related expenses, including, without limitation, investment consultants, news and quotation equipment and services (including fees for data and software providers)) and expenses related to obtaining, processing and analyzing "big data" or "alternative data"; investment-related travel expenses (including meals, lodging and travel); expenses related to risk management provided by third parties; third-party valuation services; investment-, operations- and trading-related software, including trade order management software (i.e., software used to route trade orders); expenses related to connectivity with risk and trade processing systems; expenses related to reports provided to Flagship Fund investors; legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Flagship Funds and for their respective portfolios); insurance costs incurred in connection with the Adviser’s business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for the applicable Flagship Funds’ directors and Dendur Capital, the Fund General Partner and their respective affiliates); accounting, audit and tax preparation expenses; organizational expenses; expenses relating to the offer and sale of the interests/shares in the Flagship Funds including legal and related fees and expenses in negotiating agreements and other documents; fees and expenses relating to proxy voting research, reporting, execution and recordkeeping services; taxes; fees and expenses of the administrator (including for certain middle-office services), the directors and the anti-money laundering officers of the applicable Flagship Funds; expenses related to the maintenance of the applicable Flagship Funds’ registered office; extraordinary expenses (including, without limitation, fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Flagship Funds or any trading vehicle); and other similar expenses related to the Flagship Funds as determined by the General Partner or the board of directors, as applicable, in its sole discretion. Generally, all expenses borne by the Flagship Funds, other than the Management Fee and any expenses that the Fund General Partner or the Firm determines should be allocated to a particular Flagship Fund investor (e.g., investor-related taxes), will be shared by all of the investors in the Flagship Funds on a pro rata basis in accordance with their partnership percentages or share balance. The Opportunity Fund bears its own operating expenses and other expenses and shares in certain expenses that are allocated amongst the Funds in such manner as Dendur Capital considers fair and reasonable. The Firm may, in its sole and absolute discretion, bear any of the Funds’ expenses described above; provided that if the Firm bears any such expenses, it will not be required to continue to bear such expenses and may thereafter cause the Funds to bear such expenses. To the extent that any such expenses are provided or paid for by the Fund General Partner (in excess of its ratable share) or the Firm, the applicable Fund will reimburse the Fund General Partner and/or the Firm, as the case may be, for such expenses. If any of the above expenses are incurred jointly for the account of the Funds and any other investment funds, client accounts and proprietary accounts sponsored or managed by the Fund General Partner, the Firm or their affiliates (each, an “Other Account“), such expenses will be allocated among the applicable Fund(s) and such Other Accounts based on the relative assets under management, or in such other manner as the Fund General Partner or the Firm considers fair and reasonable.

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There will be no sales charges payable to the Fund General Partner or the Firm in connection with the offering of interests in the Funds. Additional Compensation and Conflicts of Interest Neither Dendur Capital nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

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 not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. 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. Methods of Analysis and Investment Strategies The Flagship Funds The investment objective of the Flagship Funds is to maximize total returns through a focus on investment opportunities exhibiting strong fundamental characteristics with identifiable catalysts and less correlated return streams. Dendur Capital combines in-depth fundamental analysis with a focus on the event path while seeking to capture alpha in both long and short investments in securities that we believe have been mispriced by the market. Dendur Capital believes that while capital markets are generally efficient over the long term, they can be highly inefficient in both the short and medium terms. Certain market and corporate events provide predictable but temporal mispricing of securities of various magnitudes resulting in attractive risk-adjusted and less correlated investment opportunities for the Flagship Funds. We focus idea generation on these sources of security mispricing, including corporate events, complex issues, company-specific volatility, and industry-specific volatility which we believe will create attractive investment opportunities for the Flagship Funds in three core areas: “classic” event-driven derived from corporate activities; securities trading at a discount to fair value due to misunderstood factors, changes, or volatility; and idiosyncratic credit investments. In pursuing these investment opportunities, Dendur Capital draws on past experience investing in public and private markets as well as across equity and credit markets. Once an opportunity is identified, we generally conduct fundamental research on the company and industry in question. Research and analysis for the Flagship Funds focuses on fundamental factors, underscored by detailed financial modeling, and the expected event path, all examined using market lens. The ultimate goal of the analysis is to understand the business drivers, and to estimate intrinsic value and the path to realizing value. Dendur Capital believes that concentration within the portfolio of the Flagship Funds is core to its investment approach as concentration generally leads to more efficient resource allocation in the research and analysis process and enhanced conviction in investments. The Flagship Funds invest in global equities and credit, with a primary geographical focus on North America and Europe. The Flagship Funds may also take positions in other securities, derivatives, and financial instruments as part of the investment process. Dendur Capital manages risk at the security level and aims to preserve capital at the portfolio level while maintaining a disciplined process for portfolio monitoring. Investments are subject to detailed daily, weekly, monthly and quarterly guideposts that include, but are not limited to a monthly risk assessment at the position and portfolio level as well as an established quarterly re-underwriting process that will reassess perceived risk-reward. -9-

The Opportunity Fund The Opportunity Fund made a concentrated investment in a single issuer that is also held in the portfolio of the Flagship Funds. The Opportunity Fund’s assets are primarily invested in an equity security with a primary geographical focus on North America. SMA With respect to the SMA, Dendur Capital recommends specific investment opportunities that it believes will generate superior returns over time. In that regard, it is anticipated that: (i) the SMA will make concentrated investments in one or more single stock positions that are also to be held in the portfolios of the Funds; and (ii) the SMA’s assets will be primarily invested in equity securities with a primary geographical focus on North America and Europe. Risk of Loss The following risk factors do not purport to be a complete list or explanation of the risks involved in investments advised by us on behalf of Clients. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. Investments managed by us on behalf of Clients involve significant risks and are suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks, bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Dendur Capital. For the avoidance of doubt, the risks set forth below equally apply, as applicable, to the Opportunity Fund and SMA. General Economic and Market Conditions The success of investments managed by us on behalf of Clients will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of the prices and the liquidity of the investments. Volatility or illiquidity could impair the profitability of Clients or result in losses for Clients. Clients may maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Investment and Due Diligence Process Before making investments, Dendur Capital conducts due diligence that it deems reasonable and appropriate based on the facts and circumstances applicable to each investment. When conducting due diligence, we may be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. When conducting due diligence and making an assessment regarding an investment, we rely on the resources reasonably available to us, which in some circumstances, whether or not known to us at the time, may not be

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sufficient, accurate, complete or reliable. Due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. Dendur Capital may make investment decisions based on incomplete or limited information and based on assumptions that may not be accurate. Event-Driven The success of Dendur Capital’s event-driven investment strategy depends upon our ability to make predictions about (i) the likelihood that an event will occur and (ii) the impact such event will have on the value of a company’s securities. If the event fails to occur or it 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 we 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 a Client’s purchase price of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a U.S. federal or state regulatory agency; (iii) efforts by the target company to pursue a "defensive" strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable U.S. federal or state securities laws and foreign securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event-driven investing, performance returns may be expected to fluctuate from period to period. Accordingly, Investors should understand that the results of a particular period will not necessarily be indicative of results that may be expected in future periods. Long/Short The success of long/short investing depends upon Dendur Capital’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 long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired by Dendur Capital. In the event that the perceived opportunities underlying the positions of Clients were to fail to converge toward or were to diverge further from values expected by us, Clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force Clients to close out one or more positions. Furthermore, the financial and valuation models and assumptions used to determine whether a position presents an attractive opportunity consistent with our long/short strategies may become outdated and inaccurate as market conditions change. Diversification and Concentration Dendur Capital manages the Flagship Funds subject to a soft concentration limit at the security level of 20% (at cost) of the net asset value of the Flagship Funds for a long investment and 5% (at cost) of the net asset value of the Flagship Funds for a short investment, but is not subject to any diversification limits with respect to its management of the Flagship Funds. As a result, Dendur Capital may select investments that are highly concentrated in a very limited

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Read the rest in the brochure

Our clients are the Funds and the SMA, as described in Item 4 above. Generally, the minimum initial investment in the Flagship Funds is $1,000,000. There is no minimum investment in the Opportunity Fund. The General Partner in its sole discretion may accept investments of a lesser amount or establish different minimum amounts in the future, provided that the investor qualifies to invest based on all other suitability and regulatory requirements applicable to each Fund. No initial subscription will be accepted for less than the minimum amount as may be prescribed by law. Although Dendur Capital does not maintain a specific minimum dollar value of assets or other conditions for opening a separately managed account, any such additional account relationship would generally involve a significant minimum account size.

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As described in Item 5 above, Dendur Capital and/or its affiliates receive part of its compensation from Clients in the form of performance-based compensation or carried interest. All of our Clients currently have such arrangements. The fact that Dendur Capital is compensated in part based on trading profits may create an incentive for us to make investments on behalf of the Clients that are riskier or more speculative than would be the case in the absence of such compensation. In addition, Dendur Capital may receive performance-based compensation from certain Clients based on realized and unrealized gains and losses. As a result, such performance-based compensation earned could be based on unrealized gains that Clients and Fund Investors may never realize, and such compensation may be greater than if it was solely based on realized gains. Our investment in the Funds aligns our interests with the interests of our Fund Investors. Moreover, performance-based compensation or carried interest, as applicable, is not charged in the same amount or manner for all Clients. The variation of performance-based or carried interest compensation structures among Clients may create an incentive for Dendur Capital to direct the best investment ideas to, or to allocate of sequence trades in favor of Clients that have a performance-based compensation or carried interest arrangement more favorable to our Firm. Dendur Capital is committed to allocating investment opportunities on a fair and equitable basis. This generally means that all investment allocations will be made on a pro rata basis. In no event shall the allocation of orders be based on considerations other than the best interests of the Clients.

As noted above, Dendur Advisors LLC serves as the General Partner of Dendur Fund LP and Dendur Opportunity Fund II LP and the Manager of Dendur Master Fund Ltd. As part of its investment research process, Dendur Capital communicates with a variety of third parties about investment ideas and analyses. Such third parties include other investors in the securities markets and the information discussed may include references to specific securities in which a Client has invested or may in the future invest and other proprietary information of the Firm. We share such information when we believe that doing so will benefit a Client through the mutual exchange of information and the resultant idea generation and exposure to different perspectives on relevant issuers and/or industries. It is possible that in any particular instance the sharing of particular proprietary information could be viewed in isolation as harmful to the Clients, though we believe that, in aggregate, the mutual exchange of information is beneficial to the Clients. Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. We and our 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. We do not recommend or select other investment advisers for our Clients.

Code of Ethics and Personal Trading Dendur Capital has adopted a “Code of Ethics”, pursuant to Rule 204A-1 of the Advisers Act, that establishes the high standard of conduct that we expect of our employees and contains -24-

policies and procedures that are particularly relevant to ethical conduct and the avoidance of conflicts of interest, such as insider trading, gifts and entertainment, political contributions and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles: • • •

Employees must at all times place the interests of the Clients and Fund Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are generally not permitted to purchase or sell “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives) except for the purpose of holding or liquidating any such holdings after the commencement of employment. Employees are permitted to liquidate positions held at the time of employment in Reportable Securities (a “Liquidating Trade”), subject to pre-clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”), absent pre-clearance from the CCO. Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. A Reportable Security also includes all Exchange Traded Funds “ETFs”, Exchange Traded Notes “ETNs” and Closed-end Funds “CEFs”. Employees are permitted to trade without preclearance, ETFs, ETNs, CEFs as well as certain other asset classes and goods, including certain investments in residential real estate and mutual funds, whether or not our Clients have invested in the same or similar assets. Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. We will provide a copy of our Code of Ethics to our Clients and Fund Investors, or any prospective investor, upon request, to be viewed on the premises. Clients and Fund Investors may make such a request by contacting us at the address or telephone number listed on the first page of this document. Securities in which Dendur Capital or a Related Person Has a Material Financial Interest Participation or Interest in Client Transactions We make available to qualified prospective investors the opportunity to invest in the Funds. The Fund General Partner has significant investments in the Funds. In addition, Dendur Capital, or one of its affiliates, is entitled to receive performance-based allocations/fees from the Funds. Cross Transactions Investment advisers that manage accounts for multiple clients also have a number of obligations and limitations regarding their ability to effect transfers of securities from one client to another (each such transfer, a “Cross Trade”). -25-

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. Cross Trades would generally be made at the current independent market price or, in the case of a rebalancing transaction, as of the close of the market on the day of the trade. Cross Trades are reviewed by the CCO. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the “Advisers Act”) due to the ownership interest in a Fund by the Fund General Partner or otherwise, Dendur Capital or its personnel, for the avoidance of doubt, we will comply with the requirements of Section 206(3) of the Advisers Act for any principal transactions. In connection with any principal transactions and certain other related-party transactions, we will comply with the requirements of Section 206(3) of the Advisers Act. To the extent that we engage in any such transactions, we are permitted to select one or more persons, unaffiliated with Dendur Capital or the Fund General Partner, to serve on a committee, the purpose of which will be to consider and, on behalf of the Clients and/or Fund Investors, approve or disapprove, to the extent required by applicable law, the terms of any principal transactions and certain other related party transactions. 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. Investing in Securities that Dendur Capital or a Related Person Recommends to Clients To the extent that we, or any of our affiliates or employees transact in or hold securities that are also held by Clients, Dendur Capital, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for our Clients. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by our Clients. We and/or our affiliates may, from time to time, offer one or more Fund Investors and/or other third-party investors the opportunity to co-invest with the Funds in particular investments. We and our affiliates are not obligated to arrange co-investment opportunities, none of the Funds’ Investors or any other investor will be obligated to participate in such an opportunity, and we may offer co-investment opportunities only to certain of the persons referenced above in our sole discretion. We and our affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Investor and may allocate co-investment opportunities instead to investors in other Client vehicles or to third parties. If we determine that an investment opportunity is too large for the Funds, we and our affiliates may, but will not be obligated to, make proprietary investments therein. We or our affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Other terms and rights applicable to such co-investors (including without limitation, withdrawal rights, information rights and the terms related to the particular structure of any

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co-investment vehicle) may also differ from the terms and rights applicable to Funds’ Investors or any other investors as well as among co-investors. Conflicts of Interest Created by Contemporaneous Trading Investment advisers that manage accounts for multiple clients have a number of obligations governing their allocation of orders and their ability to aggregate trades across clients. When we have multiple clients that are both investing in the same securities, we will allocate investment opportunities to those clients on a fair and equitable basis, to the extent practical and in accordance with Clients’ applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those Clients for which participation in the respective opportunity is considered appropriate.

Dendur Capital has complete discretion to determine the broker-dealers to be used for executing each securities transaction for the Clients. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. The commission rates we pay are not always limited to “execution only” services; in such cases, a Client may be deemed to be paying for research, brokerage or other services provided by the broker-dealer which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effect a trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Client in such a manner that a Client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration relevant factors, including, but not limited to, price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; the difficulty of execution; the broker or dealer’s expertise in the relevant market or sector; the extent to which the broker or dealer makes a market in the security or has access to such market; the broker or dealer’s skill in positioning the relevant market; the broker or dealer’s facilities, reliability, promptness and financial stability; the broker or dealer’s reputation for diligence and integrity (including in correcting errors); confidentiality considerations; the quality and usefulness of research products and services and investment ideas presented by the broker or dealer; and other factors deemed appropriate by the Firm. On a quarterly basis, we evaluate the execution that we are receiving from broker-dealers. In conducting this analysis, we may consider the factors listed above, among others, and review any known conflicts of interest (e.g., directing commissions to a broker that employs a family member of a supervised person). Soft Dollars The Firm uses “Soft Dollars”. In such cases, Soft Dollar credits, generated by the trading activities of Clients, are used to purchase brokerage and research services or products that -27-

would otherwise have been a Fund expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Securities and Exchange Act of 1934, as amended. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a broker may benefit any Client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Items obtained using Soft Dollars will generally be used to service all Client accounts and not exclusively in connection with the management of the Client account that generated the particular Soft Dollar credits. In this regard, we may not generate Soft Dollar credits for certain clients. These clients may nonetheless benefit from research obtained through Soft Dollar credits generated by our other clients. We also execute securities transactions on behalf of the Clients with broker-dealers that provide us with access to proprietary research reports (such as standard investment research and credit reports). To our knowledge, these services are generally made available to all institutional investors doing business with such broker-dealers. These bundled services are made available to us on an unsolicited basis and without regard to the rates of commissions charged or paid by clients or the volume of business that we direct to such broker-dealers. During our last fiscal year, we acquired with client brokerage commissions (i) research, such as proprietary research from brokers, and (ii) research services, such as consultation with industry consultants concerning specific companies, industries or sectors. Brokerage for Client Referrals Neither Dendur Capital nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to prospective investors in the Funds in selecting or recommending broker-dealers. Directed Brokerage We do not recommend, request, or require that a Client direct us to execute transactions through a specified broker-dealer. Trade Errors Dendur Capital may on occasion experience errors with respect to trades made on behalf of a Client (each such error, a “Trade Error”). Trade Errors include, for example: (i) the placement of orders (either purchases or sales) in excess of, or less than, the amount of financial instruments the account intended to trade; (ii) the sale of a financial instrument when it should have been purchased; (iii) the purchase of a financial instrument when it should have been sold; (iv) the purchase or sale of the wrong financial instrument; and (v) the purchase or sale of a financial instrument for the wrong account and the post-settlement discovery of such purchase or sale. Trades implemented as a result of faulty data, systems, coding, modelling or analysis, trades that are properly executed but result in losses, errors committed by other

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persons (including brokers and custodians), or that are otherwise caused by human error other than those specifically described above, are not considered Trade Errors. The loss of an investment opportunity is not considered a Trade Error. Trade Errors may result in losses or gains. We will endeavor to detect Trade Errors prior to settlement and correct them in an expeditious manner. Pursuant to the exculpation and indemnification provisions provided by Clients to Dendur Capital and its affiliates and personnel, Clients (not the Fund General Partner, Dendur Capital or any other relevant person) will benefit from any gains resulting from Trade Errors and other errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors and other errors, absent wilful misconduct, bad faith, actual fraud or gross negligence of or by the relevant person. We will not offset any such gains and losses resulting from Trade Errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions. We will reimburse the Clients for losses for which Dendur Capital is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by Dendur Capital on behalf of the Clients, it should be assumed that Trade Errors and other errors will occur and that, to the extent permitted by applicable law and under the Governing Documents, the Clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Dendur Capital’s personnel. Order Aggregation Investment advisers that manage accounts for multiple clients have a number of obligations governing their allocation of orders and their ability to aggregate trades across clients. When Dendur Capital determines that it would be appropriate for more than one Client to participate in an investment opportunity, we will seek to execute orders for all of the participating Clients on an equitable basis, taking into account such factors as the relative amounts of capital available for new investments and the investment programs and portfolio positions of the Client for which participation is appropriate. If Dendur Capital has determined to trade in the same direction in the same security at the same time for more than one Client, we are authorized generally to combine orders and if all such orders are not filled at the same price, a client’s order may be filled at an average price. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, Dendur Capital may allocate the trades among the different accounts on a basis that it considers equitable.

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

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

Our Portfolio Manager and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of each Client’s portfolio to ensure that they conform with the investment objectives and guidelines that are stated in the Offering Documents. In these reviews, we pay particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We will distribute an audited financial report with respect to the previous fiscal year to all Fund Investors within 120 days of fiscal year end. We also distribute monthly capital

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statements and performance reports, and a quarterly investor letter to all Flagship Fund investors. We distribute quarterly capital statements to the Opportunity Fund investors. Pursuant to the Investor Rights Agreement with the Strategic Investor, we may provide the Strategic Investor with access to more frequent and/or more detailed information regarding the Funds’ securities positions, performance, finances, and management and/or other information about the Funds or us, possibly enabling Strategic Investor to better assess the prospects and performance of the Funds. In addition, certain investors may be provided with certain information about us and the Funds in response to questions and requests. This information may not be distributed to other investors or prospective investors. Each investor is responsible for asking such questions as it believes is necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

We are deemed to have custody of the Funds’ assets because we have the authority to obtain funds or securities, for example, by deducting advisory fees from a Fund’s account or otherwise withdrawing funds from a Fund’s account. Account statements related to the Funds are sent by qualified custodians to Dendur Capital. We will comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Fund’s audited financials to Fund Investors within 120 days of such Fund’s fiscal year end. Dendur Capital is not deemed to have custody of the SMA assets.

We have full discretionary investment authority with respect to the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. Our investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its Offering Documents. 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. With respect to the SMA, once an investment recommendation is preapproved in writing by the holder of the SMA, Dendur Capital will have discretionary authority to determine the amount of the relevant issuer’s securities to be purchased or sold and the timing of those

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transactions, subject in each case to compliance with the investment guidelines, restrictions and other parameters set forth in the SMA IMA.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (each, a “Proxy” and collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. The Firm considers all relevant factors, as determined by us in our discretion, including, without limitation:    

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

Generally, Clients may not direct our vote in a particular solicitation. Conflicts of interest may arise between the interests of our Clients and us or our affiliates. If we determine that we have, or could be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients may obtain 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, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.