Exos Asset Management LLC

A. Adviser Description The Firm is an investment adviser located in New York, New York. The Firm was formed in 2019, registered as an Exempt Reporting Adviser in March 2020, and was a Registered Investment Adviser with the SEC from October 2020 through May 2026. It is owned by Exos TFP Holdings LLC and Brady Dougan, through his ownership interests in Exos TFP Holdings LLC and Ayabudge LLC. As of July 29, 2026, the Firm serves as adviser to: (1) one or more private funds (“Private Funds”), that, among other investment strategies, invest in (a) Special Purpose Acquisition Companies (SPACs) and their related derivatives, and (b) a single underlying asset in the medical devices sector; and (2) certain clients who have separately managed accounts (“SMAs”) that invest in various investment strategies, including digital assets (each of the Private Funds and SMAs, a “Client,” and together the “Clients”). B. Types of Advisory Services The Firm offers discretionary investment management and advisory services, and non-discretionary investment advisory services. We provide investment management and advisory services on specific types of investments and our advice is limited to those types of investments. The Firm’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of Clients, managing and monitoring the performance of such investments and disposing of such investments. The Firm may, in the future, provide additional types of investment advisory and/or asset management services, or may provide services to additional types of Clients. There can be no assurance that the investment objectives of any Client will be achieved. The Firm provides investment advisory services to each Client in accordance with the limited partnership agreement, limited liability

company agreement, or analogous corporation or other organizational document, of such Client, investment management, investment advisory, or portfolio management agreements, side letters, registration statements, and/or sub-advisory agreements entered into with Clients or their investors (each, a “Governing Document”). Services are provided to the Clients in accordance with the Governing Documents. Investment restrictions for the Clients, if any, are generally established in the Governing Documents. The Firm is making a material change to its business mix by planning to advise one or more investment companies that are regulated under the Investment Company Act of 1940 and will elect to be treated as “business development companies” (“BDCs”) thereunder. These BDC Clients plan to pursue a two-stage investment strategy consisting of: (i) an initial investment objective focused primarily on generating current income and secondarily on capital appreciation (the “Initial Objective”); and (ii) a subsequent investment objective focused primarily on capital appreciation and secondarily on generating current income (the “Capital Appreciation Objective”). During the Initial Objective phase, each BDC Client intends to provide financing to privately owned “eligible portfolio companies,” as defined under the Investment Company Act. While pursuing the Initial Objective, the Firm expects to invest the assets of the applicable BDC Client primarily in short-term, investment-grade debt securities issued by eligible portfolio companies. The Firm may also, under certain circumstances and to the extent permitted under the Investment Company Act and applicable regulations governing BDCs, invest in other debt instruments, equity securities, or other securities. Upon transitioning to the Capital Appreciation Objective, each BDC Client is expected to pursue a more concentrated investment strategy designed to maximize long-term capital appreciation. In this phase, each BDC Client may invest a substantial portion, and potentially all, of its assets in the equity and/or debt securities of one or more privately owned eligible portfolio companies. We expect the first of these BDCs to launch within the period permitted under the 120-day Rule. C. Customization of Advisory Services

With respect to the Private Funds we advise, investment advice is generally provided directly to the Funds and not individually to the investors in such Funds. With respect to SMAs we advise or sub-advise, investment advice is provided directly to the single investor or investment adviser that owns, or advises on, the assets in the SMA. For each of the Clients we advise or sub-advise, the terms of the investment advisory services to be provided, including any restrictions on investments in certain types of securities, are established by the Firm, its affiliates, and any unaffiliated investment manager, as applicable, as modified by negotiations with investors in the applicable Private Fund and the SMA, and are set forth in such Client’s Governing Documents and other documentation received by such Client prior to investment. D. Wrap Fee Programs The Firm does not participate in wrap fee programs. E. Assets Under Management As of the start of business day on July 29, 2026 the Firm had $682,181 of assets under management, all of which were under discretionary management.

A. Compensation The Firm does not maintain a standard management fee or performance fee schedule. Fee arrangements vary by Client and may be negotiable on a case-by-case basis based on various factors, including, but not limited to investment strategy, potential growth, account size and services rendered. Fee arrangements may also take into account employment, family, or other relationships between the Client and the Firm, its affiliates, or their respective principals. The Firm may also, in its discretion, waive or reduce

fees for certain Clients based on these or other relevant factors. Compensation to the Firm for investment advisory services takes the form of management or advisory fees, and/or with respect to certain Clients, a performance fee or performance allocation to the general partner or managing member, as applicable, each as set forth in the Client’s applicable Governing Document. The fees described in this section are strictly for investment advisory services and do not include other fees, such as certain brokerage and custody fees or fees charged by other service providers retained by the Client’s accounts. See below for information about brokerage and other fees. B. Payment of Fees As compensation for investment advisory services rendered to Clients, the Firm receives a management or advisory fee (each, an “Advisory Fee”) typically calculated based on net asset value or assets under management, as applicable. The Advisory Fee structures described herein may be modified from time to time. Advisory Fees may differ from one Client to another, as well as among investors in the same Private Fund. Investors in each Private Fund may pay differing amounts of Advisory Fees based upon factors established by the Firm or a Private Fund’s general partner or managing member, as applicable, from time to time, and reduced fee levels may be available to certain investors (which may include principals, strategic partners and employees of the Firm and their family members and related vehicles) based upon those factors (and such factors may include, for example, whether such investors have subscribed prior to others or the aggregate amount of such investors’ subscriptions). Upon termination of an advisory agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis, unless otherwise stated in the relevant Governing Documents. The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are established by the Firm, its affiliates, or an unaffiliated investment manager and are set forth in the Governing Documents. For Private Funds, such Advisory Fees may be modified by

negotiations with the Private Fund investor. The following is a summary of the fee arrangements and termination provisions applicable to the Firm’s Clients: Private Funds With respect to certain Private Funds for which the Firm serves as investment adviser, the Firm charges no management fee and receives an incentive distribution, or “carried interest,” based on the total net profits. The incentive distribution is payable to the general partner or managing member subject to the terms of the applicable Governing Documents, and, generally, is equal to a percentage of the net profits. Any incentive distribution is allocated to the capital account of the Firm on a periodic basis, subject to a loss carryforward provision, or payable at the time the relevant Private Fund makes a distribution to the investors by deducting such amount from the distribution. With respect to certain other Private Funds, including the fund that has invested in a single asset related to the medical device sector, the compensation paid to the Firm is a one-time, nonrefundable fixed investment management fee, paid at the time of investment, which provides compensation for investment management services for the lifetime of the Fund. SMAs The compensation paid to the Firm for each SMA is set forth in the Governing Documents applicable to such SMA, which is generally an Investment Management Agreement. The Firm generally charges each SMA an annual management fee that is calculated based on the average value of each SMA’s gross assets, and/or a performance fee that is calculated based on the performance of the SMA. C. Additional Expenses The Firm receives different fees for different services, as described above. The applicable management and incentive or performance fees the Firm receives are separate and distinct from fees and expenses that may be

charged to the Clients. A description of these fees and expenses is available in the relevant Client’s Governing Documents and/or advisory agreements. The fees paid by a Client advised by us may include, but are not limited to the following: ●​ From unaffiliated broker-dealers, brokerage commissions, markups and markdowns ●​ Transaction fees ●​ Exchange fees ●​ SEC filing fees ●​ Legal, accounting, auditing and other professional services ●​ Insurance, if any, including, without limitation, Directors & Officers insurance, key man and other insurance policies specifically related to the services provided by the Firm to the Client ●​ Administrator and custodial fees ●​ Transfer taxes ●​ Wire transfer and electronic fund processing fees Certain employees of the Firm may receive compensation based on the sale of securities or other investment products. Such compensation arrangements may create conflicts of interest between the Firm, its supervised persons, and investors. Investors should review the applicable Governing Documents to fully understand the total amount of fees incurred and refer to the "Conflicts of Interest" in Item 11 below for additional information regarding these conflicts.

The descriptions set forth in this Brochure of specific advisory services that the Firm offers to its Clients, and investment strategies pursued, and

investments made on behalf of the Clients, should not be understood to limit in any way the Firm’s investment activities. The Firm may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Firm considers appropriate, subject in each case to the relevant Client’s investment objectives and guidelines. A. Methods of Analysis, Investment Strategies and Risk of Loss i. SPAC Private Funds Each Private Fund that employs a special purpose acquisition company (“SPAC”) investment strategy uses proprietary algorithms to identify and invest in a portfolio of SPACs and related derivatives. To achieve their investment objective, the funds will generally invest in SPAC units, common stock, warrants, and rights in both the primary and secondary markets. The Firm uses its experience, technology, and proprietary algorithms to generate risk-adjusted returns across the portfolio of each applicable Client. ii. Private Fund with Single Asset Investment The Private Fund with a Single Asset Investment was formed for the sole purpose of seeking capital appreciation and investment income by making an investment in the unregistered common membership units of a limited liability company in the medical devices sector. Because it was a single investment that was known to the investor at the time of the investment, the units acquired constitute the only investment of the Fund. iii. SMAs For each SMA we advise, we make our investment strategies available to the Clients we advise upon request. For certain SMAs, the relevant Governing Documents describe in more detail the specific investment strategies and guidelines for, and risks associated with, such SMAs.

Investing in a Private Fund or an SMA involves substantial risk of loss. An investor may lose all or a substantial portion of the value of their investments and must be prepared to bear the risk of a complete loss of their investments. Prospective investors should carefully evaluate the relevant risks described below before making an investment in a Private Fund or SMA. B. Risks Related To Our Advisory Services Set forth below is a summary description of principal risk factors for the Clients that the Firm provides advisory services to. Unless otherwise specified, these risk factors apply to investments across a variety of asset classes. If you are an investor in a Private Fund, such Client’s Governing Documents contain a more complete description of the risk factors to which the specific Fund is subject and the discussion below is qualified by reference to the relevant Governing Documents. Prospective investors should consider an investment in the Private Funds to be speculative, as such investment is not intended to be a complete investment program. The following does not purport to be a summary of all the risks associated with an investment. Rather, the following describes certain specific risks to which the Clients (and, therefore, their investors) are subject. Potential investors should carefully consider these risks and consult with their professional advisors, as they deem necessary. General Risk Disclosure The Firm’s investment programs may entail substantial risks and there can be no assurance that the investment objectives will be achieved. An investment in the Private Funds and SMAs could lose money over short or long periods of time. A Private Fund’s share or unit price and total return, and the value of an SMA portfolio, can fluctuate within a wide range. The practices of trading warrants, use of leverage (when applicable) and other investment techniques employed by the Firm can, in certain circumstances, magnify the adverse impact to which the investment portfolio may be subject. Moreover, an investment portfolio may be concentrated and its

returns may vary substantially from period to period. An investment in any Private Fund or SMA is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Risks relating to Common Stock Investments The fundamental risk of investing in common stock, including any common stock issued in a SPAC initial public offering, is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. The market value of all securities, including common stock, is based upon the market’s perception of value and not necessarily the book value of an issuer or other objective measures of a company’s worth. There is inherent interest rate risk in common stock securities as well. Interest rates in the United States over the past few years have gone from historic lows to among the highest rates seen in decades. Should rates continue to fluctuate, especially in a manner not contemplated by the equity markets, there may be an adverse impact to the value of a Private Fund’s investments. Risks relating to the Single Asset Private Fund An investment in Exos Private Opportunities I LLC (the “Single Asset Fund”) involves a number of substantial potential risks and investment considerations. These include, without limitation, potential risks relating to the underlying intellectual property company (the “Portfolio Company”) in which the Single Asset Fund invests, the creditworthiness and performance of the company (the “Operating Company”) which manufactures and sells the relevant products and which has a royalty agreement (the “IP Agreement”) with the Portfolio Company, termination of the IP Agreement, conflicts of interests between the Portfolio Company and the Operating Company, certain risks specific to the structure of the Single Asset Fund’s investment in the Portfolio Company, dilution from future financings, limited track record and history of the Operating Company and the Portfolio Company, commercial risks relating to ability of the Operating Company to

successfully execute its strategy, key person risks, changes in relevant laws and regulations, reputational risks, product quality risks, validity and enforceability of intellectual property and contractual rights of the Portfolio Company, supplier and customer risks, financial, macroeconomic, geopolitical and public health risks, leverage risks, litigation risks, general fund risks, and tax risks, among other risks. A more comprehensive description of the foregoing risks, and other risks and investment considerations, is set forth in the Private Placement Memorandum provided to investors prior to their investment in the Single Asset Fund. Risks relating to Investments in Small Companies Certain Private Funds and SMAs generally invest their assets in small and/or unseasoned companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, and the competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations. When making large sales, the Private Funds or SMAs may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of smaller company securities. Risks relating to Digital Asset Investments Digital assets such as Bitcoin are subject to a number of factors relating to the capabilities and development of blockchain technologies, such as the infancy of their development, their dependence on the internet and other technologies, their dependence on the role played by miners and developers and increased susceptibility to malicious activity. Additionally, the use of digital wallets, including cold storage of digital wallets, contain inherent risks. Digital asset networks and the software used to operate them are in the early stages of development. Digital assets have experienced, and we expect will experience in the future, fluctuations in

value. Given the infancy of the development of digital asset networks, parties may be unwilling to transact in digital assets, which would dampen the growth, if any, of digital asset networks. Digital assets have only recently become selectively accepted as a means of payment by retail and commercial outlets and use of digital assets by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to process funds for digital asset transactions; process wire transfers to or from digital asset exchanges, digital asset-related companies or service providers; or maintain accounts for persons or entities transacting in Bitcoin. As a result, the prices of digital assets are largely determined by speculators and miners, thus contributing to price volatility that makes retailers less likely to accept it as a form of payment. Cryptocurrencies and other digital assets are loosely regulated and there is no central marketplace for currency exchange. However, such digital assets may become subject to increasing regulation as their adoption by the market becomes more widespread. Supply is determined by cryptography, not a central bank, and prices have been extremely volatile. Digital asset exchanges have been closed due to fraud, failure or security breaches. Any Private Fund assets that reside on an exchange that shuts down may be lost. A detailed list of risks associated with digital assets are found in the relevant Fund’s offering documents. Digital Asset Exchange Risks Digital asset exchanges, including those on which Bitcoin is traded, are relatively new, and in many instances, not subject to regulation or the same level of regulation as other regulated trading platforms, such as national securities exchanges or designated contract markets. Furthermore, while many prominent digital asset exchanges provide the public with significant information regarding their ownership structure, management teams, corporate practices, cybersecurity and regulatory compliance, many digital asset exchanges do not provide this information. In many instances, digital asset exchanges located outside of the United States are subject to considerably less stringent regulatory and compliance requirements than

those located in the United States. As a result, certain activities that would otherwise be prohibited or disclosed in other markets may go unnoticed or unaddressed with respect to digital asset exchanges and the marketplace may lose confidence in them. Additionally, throughout the history of digital assets, several digital asset exchanges have been closed due to fraud and manipulative activity, business failure or security breaches. The high-profile bankruptcy of FTX, which was brought about largely by FTX’s lending out of customer deposits to cover losses of an affiliated trading firm, led to liquidity issues for a number of major market participants such as Gemini and BlockFi, and losses to customers, investors and industry peers. In many of these instances, the customers of such digital asset exchanges were not compensated or made whole for the partial or complete loss of their account balances in such digital asset exchanges. Further, the FTX bankruptcy and the contagion around it has made it possible that digital asset exchanges will be targets of regulatory enforcement actions. Digital asset exchanges are likely to pose other risks to market participants regardless of their size and trading volume. While smaller digital asset exchanges are less likely to have the infrastructure and capitalization that make larger digital asset exchanges more stable, larger digital asset exchanges are more likely to be appealing targets for hackers and malware. Furthermore, a third-party custodian holds our Client’s Bitcoin outside of a digital asset exchange except when trading (as described above). While we do not have access to private keys or the ability to access the Client’s Bitcoin at any time, it is possible that the third-party custodian, as a result of fraud and manipulative activity, business failure, security breaches or some other reason, may be unable or unwilling to grant the withdrawal of Bitcoin. This inability to withdraw may put our Client at risk of partial or total loss of Bitcoin. Negative perception, a lack of stability in the digital asset markets and the closure or temporary shutdown of digital asset exchanges due to fraud, failure or security breaches may reduce confidence in the Bitcoin Network and result in greater volatility in the prices of Bitcoin.

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As described in Item 4, the Firm currently serves as adviser, and provides discretionary advisory services to, Private Funds and clients (which can include investment advisers and affiliates of the Firm) who engage the Firm to provide investment management and advisory services with respect to their SMAs.

Certain Private Funds and the SMAs feature an incentive allocation, which is performance-based. In general, the Firm will receive an incentive allocation, based on the Fund’s return, which in the case of one Fund must be in excess of the applicable benchmark (also known as a high-water mark). Incentive allocations are subject to a loss carryforward provision.

Under the loss carryforward provision, generally no incentive fee or incentive allocation will be paid by a Private Fund investor until any net loss previously allocated to such Investor’s capital account or shares, as appropriate, has been fully offset by subsequent net profits. The incentive allocation is generally calculated and charged periodically upon the realization of profits. Receiving performance-based compensation from the Private Funds and SMAs could create a conflict of interest in that it may create an incentive for the Firm to effectuate larger and more risky transactions than would be the case in the absence of such form of compensation. Furthermore, certain investments of the Clients may overlap. As described in Item 12 below, the Firm will endeavor to allocate investment opportunities fairly and equitably among Clients, consistent with their investment objectives. The Firm and its supervised persons may also have conflicts allocating their time and activity among Clients and their other activities. Clients should review the “Conflicts of Interest” in Item 11 below for additional information about how the Firm addresses such conflicts.

The Firm has no current relationship or arrangement with a related person that is material to its advisory business. All of the individuals listed in Schedule A to our Form ADV, with the exception of the Chief Financial Officer and Chief Administrative Officer, are registered representatives of Exos Securities LLC, which is an affiliate of the Firm and is registered as a broker-dealer with the SEC. See Item 11 below for a description of how the Firm monitors conflicts of interest generally, including those related to personal investments, business relationships and/or affiliations with the Firm’s affiliates or underlying managers/funds it selects or recommends for investment by the Clients.

Transactions and Personal Trading Code of Ethics The Firm has adopted a Code of Ethics (“Code”) that governs a number of

conflicts of interest we have when providing advisory services to our clients and serves to establish a standard of conduct for all of Exos’ Access Persons based upon fundamental principles of transparency, integrity, honesty, and trust. The Code is designed to help ensure we meet our fiduciary obligation to our clients (or prospective clients) and to foster a culture of compliance within our Firm. The Code is also designed to help detect and prevent violations of securities laws. A copy of the Code is available to any client or prospective client upon request by contacting the Chief Compliance Officer (“CCO”). The Code is distributed to each associate at the time of hire and at least annually thereafter and upon any material changes. It is supplemented with annual training and ongoing monitoring of associate activity. The Code includes the following: ●​ Requirements related to the confidentiality of our client information; ●​ Prohibitions on: ○​ Insider trading (possession of material, non-public information); ○​ The acceptance and giving of gifts and entertainment that exceed our policy standards; ○​ Pre-clearance of outside business activities; ○​ Pre-clearance of political contributions; ○​ Pre-clearance of certain associate and firm transactions; and, ○​ Pre-clearance of personal securities transactions on an ongoing basis (referred to in the Code as “reportable securities”) as mandated by regulation. ●​ Reporting of gifts; ●​ Reporting of business entertainment; ●​ Reporting of personal conflicts of interest; and ●​ At least annually, all Access Persons are required to: (1) certify their understanding of and compliance with the Code and relevant Firm policies and procedures, (2) confirm disclosure of members of their household and any account over which they have a beneficial ownership or investment discretion (they “own” the account or have “authority” over the account), and (3) confirm disclosure of any

personal securities transactions. Conflicts of Interest The Firm and its affiliates, principals, members, and employees (hereinafter referred to as the “Affiliated Parties”) may serve as the investment adviser or the investment manager to other client accounts and conduct investment activities for their own accounts and serve as the sub-adviser to an investment manager. Such other investment manager and its clients may have investment objectives or may implement investment strategies the same or similar to those of the Private Funds and SMAs. The Firm and its Affiliated Parties may also give advice or take action with respect to the other clients that differs from the advice given with respect to the Private Funds and SMAs. As a result of the foregoing, the Affiliated Parties may have conflicts of interest in allocating their time and activities between the Private Funds, SMAs, and the other clients, in allocating investments among the Private Funds, SMAs and the other clients and, subject to applicable law, in effecting transactions between the Private Funds, SMAs and the other clients, including ones in which the Affiliated Parties may have a greater financial interest. The Firm has adopted an investment allocation policy, which may change from time to time in the sole discretion of the Firm, to address such matters. The Firm uses its best efforts in connection with the purposes and objectives of the Clients, as applicable, and will devote so much of their time and effort to the affairs of the Clients as may, in its judgment, be necessary to accomplish the purposes of such Clients. The Governing Documents of the Clients specifically provide that the Affiliated Parties may conduct any other business, including any business within the securities industry, whether or not such business is in competition with a Private Fund or SMA. Without limiting the generality of the foregoing, the Affiliated Parties may act as the investment adviser or investment manager for others, may

manage funds or capital for others, may have, make, and maintain investments in their own name or through other entities, and may serve as officers, directors, consultants, partners or stockholders of one or more investment funds, partnerships, securities firms or advisory firms. Compensation‑related conflicts of interest may also arise between the Firm, its supervised persons, and investors. As noted in Item 13, the Firm has an Investment Committee that meets no less than once a quarter. In connection with its oversight responsibilities, the Committee reviews the Firm’s fee arrangements and related compensation practices, the investment performance and stated objectives of Clients’ portfolios, and the Firm’s disclosures of material conflicts in Governing Documents, subscription materials, Form CRS, and other Client disclosures. These reviews are intended to help ensure that the Firm and its supervised persons continue to meet their fiduciary obligations to Clients. These conflicts are managed by enforcing the Firm’s Code, which contains strict pre-clearance and reporting guidelines for all Access Persons. The Firm reviews personal trading activities of its Access Persons for compliance with the Code.

The Firm may route a Private Fund’s or SMA’s securities trades through an unaffiliated broker-dealer for execution, on a best execution basis. The Firm does not utilize “research services” furnished by brokers as described in Section 28(e) of the Securities Exchange Act of 1934, as amended. The Firm does not recommend, request, or require clients to direct brokerage. Further, the possibility that the Firm could receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for the Firm to effectuate larger and more risky transactions than

would be the case in the absence of such form of compensation. Refer to "Conflicts of Interest" in Item 11 for additional information regarding how the Firm addresses such conflicts. To ensure that it treats all Clients fairly and equitably, it is the Firm’s policy that when it has determined that it is appropriate, based upon each Client’s trading strategy, investment/risk parameters, assets under management, liquidity and portfolio exposure, to purchase or sell the same security for more than one of its Clients it may, but shall be under no obligation to (1) aggregate, to the extent permitted by applicable law and regulations, the securities to be purchased or sold in order to seek more favorable access to underlying securities or more favorable prices; and (2) generally allocate the purchase or sale of such security among the Clients based upon the relative asset size and available liquidity of the Clients participating in the purchase or sale in question on that date. Considerations for allocation include: the Client’s investment objective and strategies; the Client’s risk profile; any restrictions placed on the Client’s portfolio by the Client or by virtue of federal or state law; size of the Client’s account; amount of available capacity; supply or demand for a security at a given price level; current market conditions; timing of the Client’s cash flows and account liquidity; and any other information determined to be relevant to the fair allocation of securities. This is only a summary of the Firm’s investment allocation policy, which may change from time to time in the sole discretion of the Firm, to address such matters.

The Firm may, from time to time, enter into compensation arrangements with third parties who are not supervised persons for client referrals. The terms of such arrangements are negotiated on a case-by-case basis. Compensation paid under such arrangements may vary depending on the specific agreement, and the Firm does not maintain a standardized schedule or range of such compensation. Any such arrangements shall comply with the applicable regulatory requirements. The Private Funds may also distribute interests in the Private Funds through distributors.

One of the firm’s supervised persons was named in three civil matters that arose solely from prior employment at another organization. The matters consisted of a federal civil action dismissed in May 2024 and affirmed on appeal in February 2026; a shareholder derivative action in New York Supreme Court that was partially discontinued, partially dismissed, and disposed with appeals filed; and a related federal civil action that was dismissed with no further action. None of these matters involve the Firm or its advisory business. Please see our Form ADV Part 1A Item 11 and the related Disclosure Reporting Pages.

The Firm conducts various periodic reviews, as described below, of the investments in Clients’ portfolios. Such reviews are conducted in the context of the stated objectives and guidelines set forth in the applicable investment advisory agreement or other Governing Documents of such Clients.

Other conditions may trigger a review, such as changes in applicable laws, new investment information, a default, changes in the market, changes in a particular Client’s circumstances and other events described in a Client’s investment advisory agreement or other Governing Documents. The Firm has an Investment Committee (the “Committee”) that meets quarterly and may additionally meet on an ad hoc basis as circumstances require. The Committee reviews, among other things, the holdings and investment performance of the Private Funds and the SMAs for which the Firm serves as an investment adviser, and whether such Private Funds and SMAs continue to meet their stated investment objectives. The Firm’s Investment Committee consists of the Head of Asset Management, Portfolio Manager(s), Chief Financial Officer, and Chief Executive Officer. Investors in such Private Funds and SMAs generally receive periodic account statements from the applicable administrator on a monthly, quarterly, or annual basis. Investors in the Private Funds will receive annual audited financial statements from the respective general partner or managing member, unless the Firm has arranged for a surprise audit to be conducted in accordance with the requirements of the Custody Rule (as defined in Item 15 below) under the Advisers Act.

Where the Firm and its affiliates are deemed to maintain custody of Clients’ funds or securities, such assets are maintained in custodial accounts with a “qualified custodian,” pursuant to Advisers Act Rule 206(4)-2 (the "Custody Rule") and Section 17(f) of the Investment Company Act, as applicable. The Client’s custodian generally deducts the Firm’s fee from the Client’s account and then sends the fee to the Firm, provided that, in the case of certain Private Funds and SMAs, the custodian fees are paid by the Private Fund or SMA. Investors in certain Private Funds receive account statements directly from their custodians and should carefully review the statements for accuracy. Although the Firm or its affiliates will generally not have physical possession or custody of any Private Fund or SMA under the Custody Rule, an adviser has “constructive” custody if it has the authority to possess client assets by withdrawing funds on a client’s behalf. With respect to certain Private Funds, the Firm or its affiliates, by virtue of acting as the general partner or managing member of the Private Fund, has the authority to withdraw funds or securities from the Private Fund. Accordingly, the Firm is deemed to have “constructive” custody over the assets in certain Private Funds. In order to comply with the Custody Rule, certain Private Funds undergo an annual audit performed by an independent accounting firm registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB). With respect to those Private Funds that undergo an annual audit, the audited financial statements, prepared in accordance with GAAP, are distributed to all investors in each such Private Fund, within 120 days of the end of the Private Fund’s fiscal year.

Within the Private Funds managed by the Firm, the Firm has discretionary authority to manage the assets on behalf of investors in the Private Funds. Prior to the Firm assuming discretionary authority, prospective Private Fund

investors are provided with Governing Documents, including an offering document, subscription documentation, partnership or limited liability company agreement and/or risk disclosure documents, prior to their investment and are encouraged to carefully review the Governing Documents and to be sure that the proposed Private Fund investment is consistent with their investment goals and tolerance for risk. Prospective investors in the Private Funds must execute a subscription agreement, in which they make various representations, including representations regarding their eligibility and suitability to invest in the Private Fund and agree to grant full authority to effect investment transactions for the Private Fund. From time to time, the general partner or managing member of each Private Fund can enter into a side letter with one or more investors that provide such investors with additional and/or different rights or terms than those set forth in such Private Fund’s offering documents.

The Firm votes proxies on behalf of its Clients. The Firm votes proxies in accordance with its Proxy Voting Policy, a copy of which is available upon written request. In addition, information pertaining to how the Firm voted on any specific proxy issue is also available upon written request. Requests should be made by contacting the Firm’s CCO. The Firm and/or the investors shall correspondingly instruct each custodian of the assets to forward to the Firm copies of all proxies and shareholder communications relating to the assets. Absent mitigating circumstances and/or conflicts of interest, it is the Firm’s general policy to vote proxies in the best interests of its Clients. The Firm shall monitor corporate actions of individual issuers and investment companies consistent with the Firm’s fiduciary duty to vote proxies in the best interests of its Clients. With respect to individual issuers, the Firm may be solicited to vote on matters including corporate governance, adoption, or amendments to compensation plans (including stock options), and matters involving social issues and corporate responsibility. With respect to investment companies

(e.g., mutual funds), the Firm may be solicited to vote on matters including the approval of advisory contracts, distribution plans, and mergers. The following are examples of mitigating circumstances and/or conflicts of interest: (1) the Firm may have business or personal relationships with participants in proxy contests, corporate directors, or candidates for directorships, etc.; (2) an adviser may have a business relationship not with the company but with a proponent of a proxy proposal that may affect how it casts votes on client securities; and (3) a participant’s senior management’s recommendation, in the opinion of the Firm, may not be in the best interests of the Client. As noted in Item 13, the Firm has an Investment Committee that meets at least once a quarter. As part of its oversight responsibilities, the Committee also reviews the Firm’s proxy voting practices, to help ensure that proxy votes, where applicable, are cast in the best interests of Clients. This review is intended to mitigate the conflicts described above and to confirm that proxy voting decisions are made in accordance with the Firm’s fiduciary obligations and established policies and procedures.

Investment advisers registering with the SEC who have discretionary authority or custody of client funds or securities are required to disclose any financial condition that is reasonably likely to impair the adviser’s ability to meet contractual commitments to clients. The Firm is unaware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitment to Clients. The Firm has not been the subject of a bankruptcy petition at any time during the past ten years.