FIFTH LANE CAPITAL, LP

Fifth Lane Capital, LP (“Fifth Lane” or the “Investment Manager” is a Delaware limited partnership that was formed in February 2020. Fifth Lane Partners Fund, LP (“Partnership” or the “Client”), a Delaware Limited Partnership, was formed to pool investment funds of its investors (each, a “Limited Partner” and, collectively, “Limited Partners”) for the purpose of investing and trading in a wide variety of securities and financial instruments. Fifth Lane is the investment manager of the Partnership and has discretionary investment authority over the Partnership’s assets. Fifth Lane may also provide investment advisory services to one or more separately managed accounts (each an “SMA” and collectively the “SMAs”). Fifth Lane GP, LP, a Delaware limited partnership (“General Partner”), is the general partner of the Partnership and is responsible for the management of the Partnership’s affairs. The general partner of the General Partner and Fifth Lane is Fifth Lane Capital GP, LLC, a Delaware limited liability company. As the managing member and controlling person of Fifth Lane and the General Partner, Cavan Copeland (the “Principal”) controls all of Fifth Lane’s and the Partnership’s operations and activities, as well as serving as the Portfolio Manager for the Partnership. Kershner Trading Group, LLC (“Kershner”), is also a Partner of Fifth Lane. Fifth Lane manages the Partnership pursuant to investment guidelines set forth in the relevant governing and offering documents of the Partnership, including any limited partnership agreement, investment management agreement, private placement memorandum, or subscription agreement (collectively, the “Offering Documents”). The Offering Documents contain more detailed information about the Partnership and Fifth Lane’s management approach, including a description of the investment objective and strategy or strategies employed by Fifth Lane and the Partnership and related restrictions that serve as a limitation on Fifth Lane’s and the Partnership’s advice or management. If Fifth Lane is to manage an SMA, it shall be pursuant to an investment management agreement with the particular SMA. The Partnership’s investment objective is to seek to achieve superior investment returns with low volatility and low correlations to major equity indices (i.e., S&P 500, NASDAQ) and the broader market through implementing a variety of systematic trading and eventdriven portfolio strategies, including those focused on index and exchange-traded funds (“ETFs”) rebalances, corporate actions and other short-term market catalysts. The Partnership employs a global equity long/short event-driven strategy which generally seeks to identify catalysts that create short-term liquidity and price dislocations that are

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unrelated to the normal market supply/demand dynamics and the underlying security values. It is Fifth Lane’s belief that, while markets are generally efficient, certain discrete catalysts can create structural imbalances that temporarily upset this efficiency, and that such events can be consistently analyzed, modeled and exploited through implementing trading strategies designed to capture the discrete alpha created by such events. Fifth Lane believes that the systematic nature of its investment strategy should make it possible to provide the Partnership with relatively consistent returns through constructing a portfolio which is highly liquid and easily scalable, with minimal capital constraints. Information about Fifth Lane’s advisory services is included in this Brochure and is qualified in its entirety by information contained in the Offering Documents. Fifth Lane does not tailor its advisory services to the individual or particular needs of Limited Partner(s). Such Limited Partner(s) will accept the terms of advisory services as set forth in the Offering Documents of the Partnership. Fifth Lane has broad investment authority, and as such, Limited Partners should consider whether the investment objectives of the Partnership will be in line with their respective individual objectives and risk tolerance prior to making an investment. In addition to serving as the Portfolio Manager of the Partnership, Mr. Copeland is an employee of Kershner. As an employee of Kershner, Mr. Copeland is responsible for trading a portion of Kershner’s capital on a proprietary basis. The activities that Mr. Copeland performs for Kershner is separate from his role as the Principal and Portfolio Manager of Fifth Lane. Fifth Lane does not participate in wrap fee programs. As of December 31, 2022, Fifth Lane advises $158,974,624 in the Partnership on a discretionary basis.

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Partnership Fees Fifth Lane and the Partnership have entered into an investment management agreement (as the same may be amended and/or restated from time to time, the “Investment Management Agreement”). In consideration for services provided pursuant to the Investment Management Agreement, Fifth Lane will receive a monthly management fee (the “Management Fee”) equal to 0.0833% (approximately 1.0% annually) of a Limited Partner’s share of the Partnership’s Net Asset Value (before deduction of that month’s Management Fee and any accrued Performance Allocation). The Management Fee will be calculated and payable to Fifth Lane monthly, in advance, as of the first day of each month. A pro rata Management Fee will be charged to Class B Limited Partners on any amounts accepted by the General Partner during a month. No part of the Management Fee will be refunded in the event that a Limited Partner withdraws, whether voluntarily or involuntarily, all or any of the value in such Limited Partner’s capital account during any month. Fifth Lane may, in its sole discretion, reduce, waive or rebate all or a portion of the Management Fee with respect to one or more Limited Partners (including affiliates of Fifth Lane) for any period of time, or agree to apply a different Management Fee for any Limited Partner. For the avoidance of doubt, no management fees will be payable to Fifth Lane with respect to certain Limited Partners, that Fifth Lane deems to be “Founders Class Limited Partners.” Organizational and Initial Offering Expenses The Partnership will pay or reimburse Fifth Lane or its affiliates for all organizational and initial offering expenses of the Partnership, including, but not limited to, legal and accounting fees, printing and mailing expenses and government filing fees (including blue sky filing fees). The Partnership’s organizational and initial offering expenses may be, for accounting purposes, capitalized and amortized by the Partnership for up to 60 months from the date the Partnership commences operations. Amortization of such expenses is a divergence from U.S. generally accepted accounting principles (“GAAP”). In certain circumstances, this divergence may result in a qualification of the Partnership’s annual audited financial statements. If the Partnership capitalizes and amortizes such expenses and is then terminated within 60 months of its commencement, any unamortized expenses will be recognized. If a Limited Partner makes a withdrawal prior to the end of the period during which the Partnership is capitalizing and amortizing expenses, the Partnership may, but is not required to, accelerate a proportionate share of the unamortized expenses based upon the amount being withdrawn and reduce withdrawal proceeds accordingly. Operating and Other Partnership Expenses The Partnership will pay or reimburse Fifth Lane or its affiliates for: (i) all expenses incurred in connection with the ongoing offer and sale of Limited Partnership interests, -6-

including, but not limited to, printing of the Partnership’s Offering Documents and exhibits, marketing expenses and documentation of performance and the admission of Limited Partners, (ii) all operating expenses of the Partnership, such as tax preparation fees, governmental fees and taxes, any administration fees paid to the Fund Administrator (SS&C Technologies) providing services to the Partnership, costs of communications with Limited Partners, and ongoing legal, accounting, auditing, bookkeeping, consulting and other professional fees and expenses, (iii) all Partnership research, trading and investmentrelated costs and expenses (e.g., brokerage commissions, research fees, margin interest, expenses related to short sales, custodial fees, bank service fees, and clearing and settlement charges), (iv) technology-related costs and expenses, including, but not limited to, software licenses, data feeds and colocation expenses, (v) all expenses related to attending any conference or seminar related to alternative investments (e.g., registration, transportation, accommodation or meal expenses), (vi) regulatory and other filing fees and expenses, and compliance costs and expenses, including, but not limited to, all fees and expenses incurred by the Fifth Lane and/or its affiliates directly in connection with examinations by the SEC and other regulatory authorities that are attributable to the Partnership, as well as fees and expenses associated with the completion of regulatory filings that are attributable to the Partnership (including, without limitation, Form PF filings), (vii) travel expenses related to meeting with management teams, or related to any of the other categories of expenses set forth herein, (viii) any costs and expenses incurred by the Partnership in connection with converting from a stand-alone fund into a “feeder fund” as part of a master-feeder structure, (ix) director and officer liability insurance or other insurance premiums for any principal, agent or employee of the Partnership or Fifth Lane or any of its affiliates, (x) all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims, assertion of rights or pursuit of remedies, by or against the Partnership, including, without limitation, professional and other advisory and consulting expenses, and (xi) any and all costs and expenses incurred in connection with the dissolution, winding-up, or termination of the Partnership. Fifth Lane or its affiliates, in their sole discretion, may from time to time pay for any of the foregoing Partnership expenses. Any such person may elect to be reimbursed for such expenses, or to waive its right to reimbursement for any such expenses, as well as terminate any such voluntary payment or waiver of reimbursement. Fifth Lane’s Expenses Fifth Lane or its affiliates will pay their own general operating and overhead expenses associated with providing the management and investment management services required under the Limited Partnership Agreement of the Partnership and the Investment Management Agreement, respectively. These expenses include all expenses incurred by Fifth Lane in providing for their normal operating overhead, including, but not limited to, the cost of providing relevant support and administrative services (e.g., employee compensation and benefits, rent, office equipment, computer systems, insurance (other than as expressly set forth above), utilities, telephone, secretarial and bookkeeping services, etc.), but not including any Partnership operating expenses described above.

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Fifth Lane may use “soft dollar” commissions or rebates by brokerage firms of commissions generated by the Partnership’s brokerage transactions executed through those firms to pay for certain brokerage and research products and services that fall within the safe harbor under Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”).

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Investment Objective The Partnership’s investment objective is to seek to achieve superior investment returns with low volatility and low correlations to major equity indices (i.e., S&P 500, NASDAQ) and the broader market through implementing a variety of systematic trading and eventdriven portfolio strategies, including those focused on index and ETFs rebalances, corporate actions and other short-term market catalysts. Investment Strategy Fifth Lane will employ a global equity long/short event-driven strategy in advising the Partnership, which generally seeks to identify catalysts that create short-term liquidity and price dislocations that are unrelated to the normal market supply/demand dynamics and the underlying security values. It is Fifth Lane’s belief that, while markets are generally efficient, certain discrete catalysts can create structural imbalances that temporarily upset this efficiency, and that such events can be consistently analyzed, modeled and exploited through implementing trading strategies designed to capture the discrete alpha created by such events. Fifth Lane believes that the systematic nature of its investment strategy should make it possible to provide the Partnership with relatively consistent returns through constructing a portfolio which is highly liquid and easily scalable, with minimal capital constraints. Fifth Lane’s trade selection process generally begins with a broad qualitative analysis, which seeks to identify a broad set of potential event-driven catalysts by collecting data through such activities as reviewing SEC filings, tracking index and ETF provider data, creating event calendars and monitoring spreads. Within each such catalyst group, Fifth Lane will seek to employ a suite of proprietary models, both quantitative and behavioral, that have been developed, optimized and implemented over the course of a number of years. These proprietary models have been designed to seek to predict and/or identify the occurrence of tradeable events, analyze the return and risk characteristics of potential trades, and create optimal hedges for such trades in order to isolate the discrete alpha. Fifth Lane’s models not only analyze the mathematics behind a tradeable event, but also incorporate years of historical trade data to identify behavioral characteristics that often create tradeable events. Fifth Lane believes that the output from these models is combined with qualitative analysis to narrow the opportunity set of potential trades to those most optimal for the Partnership’s portfolio. In general, it is Fifth Lane’s intent to enter into each trade with a predetermined holding period (often ending upon the occurrence of a known event), an expected alpha target based on Fifth Lane’s models, and a predetermined stop-loss limit. Fifth Lane will seek to close a trade when the relevant event occurs, the alpha target is hit, or the stop-loss is triggered. In addition, Fifth Lane will generally consider the position sizing and liquidity constraints prior to entering into a trade. The size of a position may be determined using a variety of factors, including trade history, return expectation, risk (using VaR), quality of available hedges and technical/behavioral characteristics, while liquidity constraints may be - 11 -

determined by the anticipated time required to liquidate a trading position. Fifth Lane does not anticipate rebalancing the Partnership’s portfolio on a scheduled basis, but rather will seek to continually monitor its positions while researching new trading opportunities and adjust the portfolio as new trading opportunities and changing market conditions may necessitate. In addition, Fifth Lane expects to employ leverage in the Partnerships’ portfolio on a consistent basis and in amounts up to 600% of the portfolio’s underlying market value. An investment in the Partnership involves a high degree of risk. The following list of risk factors does not purport to be a complete disclosure of all risks that may be relevant to a decision to purchase an interest in the Partnership. Prospective Limited Partners in the should carefully consider the following investment risks and considerations in evaluating the Partnership and Fifth Lane’s business before deciding to purchase an interest in the Partnership or becoming a client of Fifth Lane. As a result of these considerations, as well as other risks inherent in any investment, there can be no assurance that the Partnership will meet its investment objectives or that Fifth Lane will otherwise be able to successfully carry out its investment programs, or that a Limited Partner in the Partnership will receive a return of capital. Fifth Lane recommends that each prospective Limited Partner to the Partnership consult with their legal, financial and tax advisors before investing in the Partnership. Dependence Upon Fifth Lane and the Principal; No Participation in Management The Partnership’s success will depend on the management of Fifth Lane and on the skill and acumen of the Principal. If the Principal dies, becomes incompetent or disabled (i.e., unable, by reason of disease, illness or injury, to perform his functions with respect to the Partnership for 90 consecutive days), or otherwise ceases to be active in the affairs of the Partnership for 90 consecutive days, the Limited Partners, upon receiving notice of any such event, shall have 30 days to withdraw from the Partnership. Further, if the Principal should cease to participate in the Partnership’s business, the Partnership’s ability to select attractive investments and manage its portfolio could be severely impaired. In addition, Mr. Copeland is not required to dedicate all of his time and efforts to managing the Partnership. In addition to serving as the Portfolio Manager of the Partnership, Mr. Copeland is an employee of Kershner. Mr. Copeland is actively involved in advising and making investment decisions for the proprietary capital of Kershner. In serving as the Portfolio Manager for the Partnership, and in advising Kershner, there will be situations where certain investments recommended by Mr. Copeland for Kershner will not be placed in the Partnership and vice versa. Although the investment strategies followed by Mr. Copeland as Portfolio Manager for Fifth Lane and the Partnership are similar to those employed by Mr. Copeland in advising Kershner, there will be differences in the investment strategies, and therefore it is likely that the returns for the Partnership and for Kershner may vary, and at times significantly. Limited Partners should be aware that they will have no right to participate in the

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management of the Partnership, and they will have no opportunity to select or evaluate any of the Partnership’s investments or strategies. Accordingly, one should not invest in the Partnership unless they are willing to entrust all aspects of the management of the Partnership and its investments to the discretion of Fifth Lane and its affiliates. Limited or Lack of Operating History Fifth Lane and the Partnership are recently formed entities and have little or no operating history upon which prospective investors may evaluate the Partnership’s future performance. Although the Principal has experience with investments of the type the Partnership intends to make, any prior performance of the Principal or Fifth Lane is not necessarily indicative of results that they may achieve with respect to the Partnership. As such, there can be no assurances that Fifth Lane will be able to implement its investment strategy for the Partnership or achieve its investment objective for the Partnership. Limited Liquidity of Interests An investment in the Partnership involves substantial restrictions on liquidity and its interests are not freely transferable. There is no market for the interests in the Partnership, and no market is expected to develop. Additionally, transfers are subject to the consent of the General Partner, which consent may be granted or withheld in the General Partner’s sole discretion. Consequently, Limited Partners will be unable to liquidate their interests except by withdrawing from the Partnership in accordance with the Limited Partnership Agreement of the Partnership. Limited Partners may be unable to liquidate their investment promptly in the event of an emergency or for any other reason. Although a Limited Partner may attempt to increase its liquidity by borrowing from a bank or other institution, interests may not readily be accepted as collateral for a loan. In addition, the transfer of an interest as collateral or otherwise to achieve liquidity may result in adverse tax consequences to the transferor. A portion of the Partnership’s assets may be invested in securities and other financial instruments or obligations for which no market exists and/or which are restricted as to their transferability under federal or state securities laws. Because of the absence of any trading market for these investments, the Partnership may take longer to liquidate these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on these sales could be less than those originally paid by the Partnership. Further, companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. Lack of Registration The Partnership interests have neither been registered under the Securities Act nor under the securities laws of any state and, therefore, are subject to transfer restrictions. In connection with your purchase of an interest, you must represent that you are purchasing the interest for investment purposes only and not with a view toward resale or distribution. Neither the Partnership nor Fifth Lane or its affiliates have any plans or assumed any

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obligation to register the interests. Accordingly, the interests may not be transferred without documentation acceptable to the General Partner, which may include an opinion of counsel to the Partnership that the transfer will not involve a violation of the registration requirements of the Securities Act or require registration by the Partnership under the Investment Company Act of 1940, as amended (“Investment Company Act”). These restrictions on transfer are in addition to those found in the Partnership Agreement. Ordinarily, this means that transfers will be restricted to instances of death, gift or passage by operation of law. Withdrawal of Capital A Limited Partner’s ability to withdraw funds from the Partnership is restricted in accordance with the withdrawal provisions contained in the Confidential Private Placement Memorandum of the Partnership in the section titled “SUMMARY OF OFFERING AND PARTNERSHIP TERMS — Withdrawals” as well as, the withdrawal provisions contained in the Limited Partnership Agreement of the Partnership. In addition, substantial withdrawals by investors within a short period of time could require the Partnership to liquidate securities positions and other investments more rapidly than would otherwise be desirable, possibly reducing the value of the Partnership’s assets and/or disrupting the Partnership’s investment strategy. Reduction in the size of the Partnership could make it more difficult to generate a positive return or to recoup losses due to, among other things, reductions in the Partnership’s ability to take advantage of particular investment opportunities or decreases in the ratio of its income to its expenses. Concentration of Investments Fifth Lane implements its investment program in a manner which, in light of investment considerations, market risks and other factors, it believes will provide the best opportunity for attractive risk-adjusted returns in the value of the Partnership’s assets. The Limited Partnership Agreement does not formally limit the amount of the Partnership’s assets that may be invested in a single company, security, country, industry, sector or asset class. The concentration of the Partnership’s portfolio in any manner described above would subject the Partnership to a greater degree of risk with respect to the failure of one or a few investments, or with respect to economic downturns in relation to an individual industry or sector, or single company, security, country, industry, sector or asset class. Operating Deficits The expenses of operating the Partnership (including any applicable Management Fee) may exceed its income, thereby requiring that the difference be paid out of the Partnership’s capital, reducing the Partnership’s investments and potential for profitability. No Distributions Neither Fifth Lane nor the General Partner intends to make distributions to the Limited Partners but intends instead to reinvest substantially all Partnership income and gain, if any. Cash that might otherwise be available for distribution will also be reduced by payment of Partnership obligations, payment of Partnership expenses (including fees - 14 -

Read the rest in the brochure

Fifth Lane deems the Partnership to be its client. In order to invest in the Partnership, investors must meet certain minimum suitability requirements, including qualifying as an Accredited Investor under the Securities Act of 1933, as amended (the “Securities Act”) and as a Qualified Client under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Subscription Documents set forth in detail the definitions of Accredited Investor and Qualified Client. Fifth Lane, in its sole discretion, can accept or reject any initial subscriptions from prospective Limited Partners and any additional capital contributions from existing Limited Partners for any reason or for no reason. The minimum initial investment that will be accepted from a prospective Limited Partner into the Partnership is $1,000,000. The minimum additional capital contribution that will be accepted from an existing Limited Partner is $250,000. In each case, Fifth Lane has discretion to accept lesser amounts. In addition to providing investment management services to the Partnership, Fifth Lane may advise other clients in the future that may include additional private funds or SMAs.

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As consideration for services provided pursuant to the Partnership Agreement, the General Partner will receive an annual performance allocation (“Performance Allocation”) at the close of each fiscal year (or other relevant period referred to below, as the case may be) ranging between 30% to 50% of the Partnership’s net income (including realized and unrealized gains and losses and net of the Management Fee) attributable to each Limited Partner’s capital account for such fiscal year (or other applicable period). Upon any withdrawal by a Limited Partner, whether voluntary or involuntary, the Performance Allocation will be allocated with respect to the amounts withdrawn. The Performance Allocation will also be allocated upon dissolution of the Partnership. The General Partner, in its sole discretion, may waive or reduce the Performance Allocation with respect to one or more Limited Partners (including with respect to Fifth Lane affiliates) for any period of time, or agree to modify the Performance Allocation for that Limited Partner. The Performance Allocation is subject to what is commonly known as a “high water mark” provision. That is, if a Limited Partner’s capital account has a net loss in any fiscal year (or other relevant period, as applicable), this loss will be recorded and carried forward as to such capital account to future fiscal years (or other relevant periods) (such amount is referred to as the “Loss Carryforward”). The General Partner will not receive the Performance Allocation with respect to a Limited Partner’s capital account in any future fiscal year (or other relevant period) until the Loss Carryforward amount for such capital account has been recovered. Once the Loss Carryforward has been recovered, the Performance Allocation will be based on the excess profits (over the Loss Carryforward amount) as to such capital account, rather than on all profits. When a Limited Partner withdraws capital, any Loss Carryforward will be adjusted downward in proportion to the withdrawal. The General Partner may agree with any Limited Partner to apply a different Loss Carryforward provision for such Limited Partner.

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Mr. Copeland is an employee of Kershner Trading Group, LLC. Kershner Trading Group, LLC is also a Partner of Fifth Lane. As an employee of Kershner, Mr. Copeland is responsible for trading a portion of Kershner’s capital on a proprietary basis. Neither Fifth Lane nor the General Partner is registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. The General Partners is an affiliated entity of Fifth Lane. Kershner Securities, LLC is registered as a broker-dealer with FINRA and under common control with Fifth Lane. Neither Fifth Lane nor the General Partner recommend or select other investment advisers for the Partnership.

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Pursuant to Rule 204A-1 of the Advisers Act, Fifth Lane has adopted a Code of Ethics (the “Code”) that establishes various procedures with respect to investment transactions in accounts (“Covered Accounts”) in which any of Fifth Lane’s employees have discretionary investment authority or exercise effective influence or control. Fifth Lane’s Code was adopted to avoid possible conflicts of interest, avoid the inappropriate use of material, non-public information and ensure the propriety of its employees’ and its principals’ trading activity. The foundation of the Code is based on the underlying principles that: • • •

Employees must at all times place the interests of the client first; Employees must make sure that all personal securities transactions are conducted consistent with the Code; and Employees should not take inappropriate advantage of their position.

Covered Account transactions in certain types of securities require pre-approval by the Principal. Employees must also obtain pre-approval from the CCO of Fifth Lane before participating in an initial public offering or private placement. Covered Account transactions are subject to review by Fifth Lane’s CCO. These records are used to monitor compliance with the foregoing policies. Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Fifth Lane requires access persons to report or receive approval for the receipt or giving of gifts and entertainment under certain circumstances. The Code also generally requires access persons to obtain prior approval before the access person, a spouse or certain other immediate family members makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an access person may make a contribution or engage in an activity for the selection of Fifth Lane as an investment adviser for a governmental entity. Finally, the Code provides that, without prior approval, access persons are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an access person’s personal activities.

Privacy Policy - 28 -

Fifth Lane is committed to maintaining the confidentiality, integrity and security of its Limited Partners’ personal information. It is Fifth Lane’s policy to collect only information necessary or relevant to its management business and use only legitimate means to collect such information. Fifth Lane does not disclose any non-public, personal information about the Partnership’s Limited Partners to anyone except for servicing and processing transactions and as required by law. Fifth Lane restricts access to non-public, personal information about the Partnership’s Limited Partners to those employees with a legitimate business need for the information. Fifth Lane maintains security practices, physical, electronic and procedural safeguards to guard each Limited Partner’s (or other future client(s)) non-public, personal information. Upon request, Fifth Lane will provide a copy of its written privacy policies and procedures.

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Portfolio transactions for the Partnership will be allocated by Fifth Lane to brokers on the basis of best execution and in consideration of, among other factors, such brokers’ ability to effect transactions, operational efficiency, reputation and financial strength. Fifth Lane is responsible for the placement of the portfolio transactions of the Partnership and the negotiation of any commissions paid on such transactions. Portfolio securities normally are purchased through brokers on securities exchanges or directly from the issuer or from an underwriter or market maker for the securities. Purchases of portfolio instruments through brokers involve a commission to the broker. Purchases of portfolio securities from dealers serving as market makers include the spread between the “bid” and the “ask” price. Fifth Lane will not commit to provide any level of brokerage business to any broker. Fifth Lane may utilize the services of one or more introducing brokers who will execute the Partnership’s brokerage transactions through a broker or custodian who will clear the Partnership’s transactions. Securities transactions for the Partnership are executed through brokers selected by Fifth Lane in its sole discretion and without the consent of the Partnership. In placing portfolio transactions, Fifth Lane will seek to obtain the best execution for the Partnership, taking into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected and the efficiency of error resolution, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; special execution capabilities; reputation; clearance, settlement, on-line pricing, block trading and block positioning capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; online access to computerized data regarding clients’ accounts; performance measurement data; the quality, comprehensiveness and frequency of available brokerage and research products and services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying Fifth Lane’s other selection criteria. Soft Dollar Arrangements The term “soft dollars” refers to commissions accumulated by brokers based on an investment manager’s transactions, on behalf of its clients, which may be used by the investment manager to acquire various products or services. The use of client commissions, known as soft dollars, to pay for these products and services, including research and brokerage products and services, presents investment managers with potential conflicts of interest and may give incentives for investment managers to use certain brokers without regard to their obligations to their clients. Fifth Lane may use soft dollars generated by the Partnership’s brokerage transactions to pay for brokerage and research products and services that fall within the safe harbor afforded by Section 28(e) of the Exchange Act (“Section 28(e)”). Section 28(e) provides a “safe harbor” to investment managers who use soft dollars to obtain investment research and brokerage products and services. In order to qualify for the safe harbor, the products - 30 -

or services must provide assistance to the investment manager in the performance of its investment decision-making responsibilities, or must relate to the execution, clearance or settlement of a trade. Referral of Investors and Sales Charges Although, Fifth Lane intends to execute a substantial portion of the Partnership’s brokerage business to BTIG, LLC (the “Introducing Broker” to the Clearing Broker and Custodian (Goldman Sachs & Co. LLC) to the Clients), Fifth Lane may direct some Partnership brokerage business to brokers who refer prospective investors to the Partnership or clients to Fifth Lane. Because such referrals, if any, are likely to benefit Fifth Lane and its affiliates but will provide an insignificant (if any) benefit to Limited Partners, Fifth Lane will have a conflict of interest with the Partnership when allocating Partnership brokerage business to a broker who has referred investors to the Partnership or Fifth Lane. To prevent Partnership brokerage commissions from being used to pay investor referral fees, Fifth Lane will not allocate Partnership brokerage business to a referring broker unless Fifth Lane determines in good faith that the commissions payable to such broker are reasonable in relation to those available from non-referring brokers offering services of substantially equal value to the Partnership. Fifth Lane or the General Partner may sell Limited Partnership interests through brokerdealers and pay a marketing fee or commission in connection with such activities, including ongoing payments, at Fifth Lane’s and or the General Partner’s own expense. Fifth Lane may also deduct a percentage of the amount invested by a Limited Partner in the Partnership to pay sales fees or charges, on a fully disclosed basis, to a broker-dealer based upon the capital contribution of such Limited Partner introduced to the Partnership by such broker-dealer. Any such sales fees or charges would be assessed against the referred Limited Partner and would reduce the amount actually invested by such Limited Partner in the Partnership. If a Limited Partner is introduced to the Partnership through a brokerdealer, the arrangement, if any, with such broker-dealer will be disclosed to, and acknowledged by, such Limited Partner. Allocation of Investment Opportunities Fifth Lane may at times determine that certain investments will be suitable for acquisition by the Partnership and by other clients managed by Fifth Lane or Mr. Copeland, Fifth Lane’s own accounts or accounts of an affiliate. If that occurs, and Fifth Lane is not able to acquire the desired aggregate amount of such investments on terms and conditions which Fifth Lane deems advisable, Fifth Lane will endeavor to allocate in good faith the limited amount of such investments acquired among the various accounts for which Fifth Lane considers them to be suitable. Fifth Lane may make such allocations among the accounts in any manner which it considers to be fair under the circumstances, including, but not limited to, allocations based on relative account sizes, the degree of risk involved in the investments acquired, and the extent to which such investments are consistent with the investment policies and strategies of the various accounts involved.

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Aggregation of Orders Fifth Lane may aggregate purchase and sale orders of investments held by the Partnership with similar orders being made simultaneously for other accounts or entities if, in Fifth Lane’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to the Partnership based on an evaluation that the Partnership will be benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In some instances, the purchase or sale of investments for the Partnership may be effected simultaneously with the purchase or sale of like investments for other accounts or entities. Such transactions may be made at slightly different prices, due to the volume of investments purchased or sold. In such event, the average price of all investments purchased or sold in such transactions may be determined, at Fifth Lane’s sole discretion, and the Partnership may be charged or credited, as the case may be, with the average transaction price. Trade Error Policy Fifth Lane has internal controls in place to prevent trade errors from occurring. On those occasions when such an error nonetheless occurs, Fifth Lane will use reasonable efforts to correct the error. If the error cannot be corrected, Fifth Lane does not intend to make any adjustment, regardless of whether the error works to the benefit or detriment of the Partnership. Fifth Lane will endeavor to maintain a record of each trade error, including information about the trade and how such error was corrected or attempted to be corrected. The Partnership (and not Fifth Lane, the General Partner or any Fifth Lane affiliates) will be responsible for any losses resulting from trading errors and similar human errors, unless such errors are due to gross negligence or willful misconduct, as determined by a final, non-appealable decision of a court of competent jurisdiction.

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Although Fifth Lane does not currently have and does not intend to have any third-party placement agents, Fifth Lane in the future may agree to pay third-party placement agents that refer investors to the Partnership. The compensation typically paid to those placement agents includes a portion of the fixed fee and/or Performance Allocation earned by Fifth Lane in respect of investors referred to the Partnership by such placement agents. Limited Partners are generally not subject to any incremental fees in connection with the referral unless incremental fees are payable by the Limited Partner directly to the placement agent under the terms of the separate agreement between the investor and the placement agent (to which Fifth Lane is not a party). The referral arrangements described above involve potential conflicts of interest because the placement agent may have an incentive to favor sales of interests in the Partnership over sales of other investment products for which the agent will receive no or lower fees. Prospective and existing investors should consider this potential conflict of interest when evaluating any recommendation or referral by an agent regarding an investment in the Partnership.

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Neither Fifth Lane nor its Principal, or any of its employees have been sanctioned or disciplined by any federal securities or commodities regulatory agency, self-regulatory organization or state for any violation of their statutes, regulations or rules nor have they ever been involved in any civil or criminal action relating to any violation of the federal or state securities or commodities laws.

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Fifth Lane performs daily reviews of the Partnership’s portfolio, as well as various other periodic formal and informal reviews. Fifth Lane will provide Limited Partners of the Partnership with the following reports: (i) audited annual financial statements; (ii) quarterly unaudited performance reports; and (iii) annual tax information necessary to complete any applicable tax returns. Fifth Lane may, in its discretion, provide certain Limited Partners with additional information on a more frequent basis upon request.

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Fifth Lane will comply with the requirements of the Rule 206(4)-2 of the Advisers Act (“Custody Rule”) with regards to Fifth Lane’s custody of Partnership assets. Fifth Lane is deemed to have custody of Partnership funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from the Partnership's account or otherwise withdrawing funds from the Partnership. Fifth Lane does not expect to be required to comply (or expects to be deemed to have complied) with certain requirements of the Custody Rule with respect to the Partnership because it complies with the provisions of the so-called "Pooled Vehicle Annual Audit Exception", which, among other things, requires that (i) each pooled investment vehicle be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (PCAOB), (ii) each pooled investment vehicle’s audited financial statements are prepared in accordance with GAAP, and (iii) each pooled investment vehicle distributes its audited financial statements to all investors in the relevant pooled investment vehicle(s) within 120 days of the end of its fiscal year.

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Fifth Lane has full discretionary authority to manage the Partnership, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and the commissions paid. Fifth Lane’s authority is limited by its own internal policies and procedures and the Partnership’s investment guidelines. These terms are set out in the Offering Documents and Limited Partnership Agreement of the Partnership.

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Fifth Lane has established proxy voting policies and procedures designed to ensure that proxies, to the extent Fifth Lane has been delegated authority to vote such proxies on behalf of the Partnership and elects to vote, are voted in the best interest of the Partnership. When voting proxies, Fifth Lane must identify and address material conflicts that may arise between Fifth Lane’s interests and those of the Partnership. Specifically, Fifth Lane monitors the potential for conflicts of interest that might arise from personal relationships that Fifth Lane or its employees may have with parties involved in the vote, significant Limited Partners’ relationships with those parties, and other special circumstances. Fifth Lane will vote proxies as it deems necessary or appropriate, on a case-by-case basis. Prior to voting, the Principal will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. Limited Partners may also contact Fifth Lane via e-mail or telephone to request a copy of its proxy voting policy.

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Fifth Lane has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Limited Partners and has not been the subject of a bankruptcy proceeding.

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