FINTECH COLLECTIVE MANAGEMENT LLC

General Description The Adviser is an investment advisory firm with its principal place of business in New York, NY and organized as a limited liability company under the laws of the State of Delaware. The Adviser was formed on January 24, 2014. The Adviser is principally owned and is controlled by Brooks Gibbins and Gareth Jones (the “Principals”). Description of Advisory Services The Adviser is a private equity and early-stage venture capital firm focused on investment solutions for institutional investors worldwide. The Adviser’s products include private pooled investment vehicles, which are generally intended for investors who are “Accredited Investors” under Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and/or, “Qualified Purchasers” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and “Qualified Clients” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Such investors include, but are not limited to, public pension funds, fund of funds, sovereign wealth, strategic financial institutions, high net worth individuals and family offices seeking alternative and creative ways to boost long-term performance in the private equity asset class and/or those looking to profitably deploy capital in sectors or with a demographic that requires innovative and unconventional strategies and approaches. However, the Adviser retains broad flexibility to invest on behalf of its Clients, as set forth in the respective Offering Documents (as such term is defined below in this Item). The Adviser currently does not provide investment advisory services to clients apart from its management of its advisory clients’ (collectively, “Clients”) portfolios. The Adviser may, from time to time in the future, serve as the investment adviser or management company for additional Clients or other separately managed accounts. Availability of Tailored Services for Individual Clients The Adviser tailors its advisory services to the specified investment mandates of its Clients, consistent with the Client’s offering documents, which may include, among other things, a private placement memorandum, limited partnership or operating agreements, management or investment advisory agreement, subscription agreement and other related agreements (individually and collectively, the “Offering Documents”). Any investor or prospective investor in a Client (an “Investor”) should closely review the applicable Offering Documents with respect to, among other things, the terms, conditions and risks of investing. The Adviser does not tailor its investment advice for the individual Investors in its Clients. The Adviser does not participate in Wrap Fee Programs. Assets Under Management As of December 31, 2025, the Adviser managed approximately $800,812,639 in regulatory assets under management on a discretionary basis.

Advisory Fees and Compensation The Adviser or its affiliates receive Management Fees and Carried Interest (each as defined below). The compensation and expenses paid by Clients is determined by the terms of each Client’s Offering Documents as agreed to by each Client. The information below is only a summary of certain fees and expenses, and Investors and prospective Investors are advised that they should review the Offering Documents carefully, and consult with their own legal, financial, tax, and other advisers when making any investment decision. Management Fees For its services to each Client, the Adviser receives a management fee (the “Management Fee”) which is based on a percentage of capital commitments or a percentage of invested capital, depending on the stage of the Client’s life cycle, and is generally between 0% and 2.5% annually. The precise amount of, and the manner and calculation of, the Management Fees for each Client are established by the Adviser and are set forth in such Client’s Offering Documents received by each Investor prior to investing in such Client. Management Fees (and any refund related thereto) are calculated on a pro rata basis for partial periods. The Adviser reserves the right to agree with any Investor to charge such Investor more or less than other Investors for the same management services, depending on various factors, including, for example, the timing of the investment, the number of related investment accounts, or the total size of the Investor’s investment with the Adviser. In this regard, the Adviser may waive or modify fees for Investors that are members, employees or affiliates of the Adviser and relatives of such persons or for certain other investors. Payment of Fees Management fees are typically paid quarterly in advance. Terms regarding the payment of fees applicable to any Client are set forth in such Client’s Offering Documents. Other Fees and Expenses Other fees and expenses that will be payable by a Client will be set forth in detail in the Client’s Offering Documents. Subject to the terms applicable to a specific Client and any limitations set forth in such Client’s Offering Documents, each Client is typically responsible for the following expenses, without limitation, incurred in relation to itself and its investment vehicles, if applicable: accounting and audit expenses; expenses in connection with the preparation of the annual and any interim financial statements; taxes and tax preparation expense; Management Fees; communications with Investors and preparation of Client status reports; costs and expenses associated with meetings of Investors; the legal fees, costs and expenses of counsel in any legal action, proceeding or investigation (including any threatened action, proceeding or investigation), and the amount of any judgments or settlements paid in connection with such action, proceeding or investigation; the legal, travel, and other fees, costs and expenses of and incidental to performing due diligence or making investments (whether or not such investments are consummated); legal fees, administrator fees, costs and expenses incidental to such Client, its management and activities; formation and organization expenses of such Client (subject to a cap in certain cases); dues payable to trade associations; interest and other expenses relating to Client indebtedness; bonding expenses; premiums for insurance protecting the Client and any persons entitled to indemnification from the Client from liabilities to third parties for activities on behalf of the Client; fees incurred by the Client for special advisory or

consulting services; securities filing fees; reservation, custodian and other fees; and all extraordinary fees, costs and expenses. See additional details in Item 12: Brokerage Practices. To the extent that any fee, cost or expense is shared by multiple Clients, such fee, cost or expense shall be allocated between such entities pro rata in accordance with respective capital commitments, invested capital, available capital or such other basis as the Adviser or its affiliate may determine in good faith. Notwithstanding the foregoing, the Adviser may deviate from such pro rata allocations with respect to expenses that, in the Adviser’s view, disproportionately benefit a particular Client or group of Clients. If an Adviser makes such a determination, the Adviser may charge all or part of the expense to that Client, such that the allocation of the expense is fair and equitable, as determined by the Adviser. When considering whether to allocate in a different manner with respect to a particular expense, the Adviser may consider various factors including, without limitation, transaction-related expenses and other relevant factors. The CCO will periodically review expenses allocated among Clients (as well as expenses allocated between the Adviser and its Clients) to ensure such allocations are done in the manner contemplated by the Adviser’s policies and procedures and in accordance with the applicable Offering Documents. Any expense initially paid by a Client that is an expense of the Adviser shall be reimbursed by the Adviser to such Client or offset against Management Fees; any expense initially paid by the Adviser that is an expense of a Client shall be reimbursed by the Client. The Adviser has in the past, and will again in the future, utilize special purpose vehicles in different ways to help accomplish its investment objectives across its Clients. In a manner consistent with the applicable Client’s Offering Documents, the applicable general partner of the Client may determine to make a portion of any investment opportunity available for co-investment by third parties; provided, however, that any such co-investment opportunities shall first be offered to the investors of the applicable Client on a pro rata basis in accordance with the investors’ capital commitments, before any such offer is made to third parties. The investors in any such co-investment will invest in and divest such co-investment at substantially the same times as, and on substantially the same terms as, the applicable Client, and shall share the investmentrelated expenses with the other investors and the Client pro rata in accordance with invested capital in such co-investment. If a special purpose vehicle is created to invest in an investment that a Client has previously invested in (again, in a manner consistent with the applicable Client’s Offering Documents), such special purpose vehicle will be allocated its pro rata share of investment-related expenses (e.g., due diligence and other deal costs) of such subsequent investment round based on its invested capital. Notwithstanding the foregoing, the Adviser may deviate from such pro rata allocations with respect to expenses that, in the Adviser’s view, disproportionately benefit a Client or special purpose vehicle, as it deems appropriate. The Adviser will endeavor to make all such allocations in a manner that is fair and equitable to all parties. Additional Compensation and Conflicts of Interest No supervised person of the Adviser will accept compensation for the sale of securities or other investment products.

Methods of Analysis and Investment Strategies As discussed in Item 4, the Adviser retains broad flexibility to invest on behalf of its Clients, as set forth in the respective Offering Documents. Nonetheless, the Adviser invests predominantly in early-stage financial service and financial technology businesses (each a “Portfolio Company”). Investments are expected to be made in the form of traditional securities, and with respect to certain Clients, in the form of digital assets such as digital coins, tokens and cryptocurrencies, as described in such Client’s Offering Documents. Investing involves a risk of loss that Clients should be prepared to bear. Investors must review a Client’s

Offering Documents, which contains the controlling disclosure regarding each Client’s investment strategies and methods. Prior to investing in a Portfolio Company, the Adviser conducts due diligence to analyze, among other things, the Portfolio Company’s market and growth potential of the market, the management team of the company, unique assets such as brand strength and intellectual property, and potential exit strategies. The Adviser seeks to identify operational enhancements that would add value to a Portfolio Company. Material Risks of the Adviser’s Investment Strategies. THE FOLLOWING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE LIST OR EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN A CLIENT. PROSPECTIVE INVESTORS SHOULD READ THE OFFERING DOCUMENTS OF A CLIENT AND CONSULT WITH THEIR OWN ADVISERS BEFORE DECIDING WHETHER TO INVEST. AN INVESTMENT IN A CLIENT IS SUITABLE ONLY FOR SOPHISTICATED, EXPERIENCED INVESTORS. General Investment Risks. There can be no assurance that the Adviser will achieve its investment objectives. Any factor that would make it more difficult to execute timely investments, such as a significant reduction of liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategies to be used by the Adviser will be successful under all or any market conditions. Investments may decline in value. No Participation in Management. Investors will not participate in management and are dependent on the Adviser for management of the Client and its investments. Risk Inherent in Venture Capital Investments. The types of investments made by the Clients involve a high degree of risk. In general, financial and operating risks confronting portfolio companies can be significant. While targeted returns should reflect the perceived level of risk in any investment situation, there can be no assurance that each Client will be adequately compensated for risks taken. A loss of an Investor’s entire investment is possible. Early-stage and development stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing, and general management, which, in some cases, cannot be adequately solved. In addition, such companies may require substantial amounts of financing, which may not be available through institutional private placements or the public markets. The percentage of companies that survive and prosper can be small. Investments in more mature companies in the expansion or profitable stage involve substantial risks. Such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses, or develop new products and markets. These activities involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing, and general management of these activities. Digital Assets. Blockchain-based digital assets, including, but not limited to, virtual currencies, nonsecurities tokens, securities tokens, protocol tokens, smart contracts, blockchain-based assets, crypto-assets and other crypto-finance and digital assets (collectively, “Digital Assets”) are loosely regulated and are subject to a number of risks. Supply of Digital Assets is generally determined by a computer code, and in some cases, the sponsor of a Digital Asset (a “Sponsor”) may have the discretion to issue and/or distribute additional supply, substantially affecting the price for such Digital Asset on one or more exchanges. Digital

Asset exchanges have been subject to fraud, failure and security breaches. Any of the Client’s assets that reside on an exchange that closes may be lost. Numerous factors may affect the price of Digital Assets, including, but not limited to, supply and demand, the costs of developing such Digital Assets, investors’ expectations with respect to the rate of inflation, interest rates, currency exchange rates or future regulatory measures (if any) that restrict the trading of Digital Assets or the use of Digital Assets. There can be no assurance that Digital Assets will maintain their long-term value or that Digital Assets will be adopted more broadly for use for any purpose. Digital Assets are created, issued, transmitted and stored according to protocols run by computers in various decentralized networks of Digital Assets and smart contracts (collectively, “Networks”). Accordingly, it is possible that the Client could realize losses if such protocols were determined to be flawed or were the subject of Network scale attacks. Some Client assets may be created, issued, or transmitted using experimental cryptography which could have underlying flaws. Advancements in quantum computing could break the cryptographic rules of protocols which support Digital Assets held by the Client. The Client makes no guarantees about the reliability of protocols, Networks or cryptography used to create, issue, or transmit Digital Assets held by the Client. Many Networks are online end-user-to-end-user Networks that host a public transaction ledger, known as the blockchain, and the source code that comprises the basis for the cryptographic and algorithmic protocols governing such Networks. In many Digital Asset transactions, the recipient of the Digital Asset must provide its public key, which serves as an address for a digital wallet, to the party initiating the transfer. In the data packets distributed from Digital Asset software programs to confirm transaction activity, each Digital Asset user must “sign” transactions with a data code derived from entering the private key into a “hashing algorithm,” which signature serves as validation that the transaction has been authorized by the owner of such Digital Asset. This process is vulnerable to hacking and malware and could lead to theft of the Client’s digital wallets and the loss of the Client’s Digital Assets. Digital Currency Specific Risks. Digital currencies, including cryptocurrencies and related tokens, involve significantly high degrees of risk. Digital currencies have limited performance histories, can be extremely volatile, and are not subject to many of the regulatory oversights that other investable assets are subject to. Any regulatory changes in relevant jurisdictions may adversely impact the value of the digital currency as well as the vehicles, entities, and/or investments associated with the digital currency. Digital currencies are subject to high levels of risks associated with cyberattacks including, but not limited to, large scale hackings of digital currency exchanges and cryptocurrency companies. Investing in Blockchain Technology. Digital Assets in which a Client invests rely on blockchain technology, which generally acts as a decentralized ledger of transactions for a given Digital Asset or a group of Digital Assets. Sponsors operating in the rapidly changing field of blockchain technology face special risks. The Adviser has no control over, and limited visibility into, future technological developments. The rapid pace of technological development creates the risk that a sponsor’s products and services become obsolete, fail to gain meaningful market share or fall out of favor as more appealing and advanced technologies and products emerge. Many sponsors in the blockchain technology space have limited operating histories. Such sponsors may be unable to engage and retain sufficient skilled engineering, marketing and management personnel to allow it to maintain its technological edge and develop the infrastructure required to sustain and grow its business. Such sponsors may be subject to greater governmental regulation than other sectors, and changes in governmental policies and the need for regulatory approvals may materially and adversely affect the business of sponsors in those sectors. For these reasons, investments in blockchain technology pose greater risks than those in certain other sectors. Risks of Buying or Selling Digital Assets. The Client may transact with private buyers or sellers or virtual currency exchanges. The Client may take on credit risk from time to time when it purchases or sells Digital Assets, and its contractual rights with respect to such transactions may be limited. Although the Client’s

transfers of Digital Assets or cash will be made to or from a counterparty which the Adviser believes is trustworthy, it is possible that, through computer or human error, or through theft or criminal action, the Client’s Digital Assets or cash could be transferred in incorrect amounts or to unauthorized third parties. To the extent that the Client is unable to seek a corrective transaction with such third party or is incapable of identifying the third party which has received the Client’s Digital Assets or cash, the Client will be unable to recover incorrectly transferred Digital Assets or cash, and such losses will negatively impact the Client. Tax Risks of Digital Asset Investments. There is substantial uncertainty regarding the global tax treatment of Digital Assets. As such, the General Partner of such Client may take certain tax positions that may ultimately be treated differently by taxing authorities in various jurisdictions. As a result, investors may be subject to unanticipated or adverse tax consequences associated with a Client’s investments in Digital Assets. Qualified Custodians and the Custody Rule for Digital Assets. In 2003, the U.S. Securities and Exchange Commission (the “SEC”) amended Rule 206(4)-2 (the “Custody Rule”) of the Investment Advisers Act of 1940, as amended (the “Investment Advisers Act”), requiring investment advisers registered with the SEC to maintain custody of client funds and securities with “qualified custodians” (as defined under the Investment Advisers Act). Because the changes to the Custody Rule were implemented prior to the existence of Digital Assets, the Custody Rule (and the securities and commodities regulatory framework in general) did not contemplate, or accommodate, the business and technological limitations of investments in the Digital Asset industry, which is still in a nascent stage. There are currently a limited number of qualified custodians in the Digital Asset space with limited capabilities with respect to the types and amounts of Digital Assets that they can maintain. In some cases utilizing a third-party custodian may provide less security for the Client’s Digital Assets than a cold storage or self-custody solution. Depending on the Client’s Digital Asset investments, it may be difficult or impossible to fully comply with the qualified custodian requirement with respect thereto. Further, it remains unclear how or whether the Custody Rule applies to Digital Assets. The SEC has not issued any guidance about whether Digital Assets are considered “client funds or securities” under the Custody Rule and whether investment advisers are required to maintain custody of Digital Assets with qualified custodians in order to comply with the rule. In the event future guidance or regulations with respect to the Custody Rule extend to Digital Assets, the Client may be adversely affected. Technology & Custody Risk for Digital Assets. In connection with any Digital Asset investments, a Client may engage in investing, using and transacting with new and untested technologies. As part of its investment process, such Client may develop its own proprietary methods and technologies for custody and investing in order to pursue its strategies, including but not limited to, trading systems, execution systems, smart contract systems, self-custody systems and technologies, monitoring systems and wallet solutions. These technologies are new and have limited operating histories and audits, and may further be subject to errors, hacking, exploitation and/or bugs; any of which may lead to permanent loss of capital. Custody of Digital Assets. The Adviser will seek to maintain a Client’s Digital Assets with custodians that the Adviser believes can provide appropriately secure custody solutions for such Client. The Client may maintain custody of such Client’s Digital Assets on or within exchanges, hot-storage wallets and/or coldstorage wallets, hardware, paper wallets, “air-gapped” computers and self-custody technologies. Custody of the Digital Assets invested in by the Client may be maintained through a smart contract stored on a blockchain protocol, in which case it would be subject to the potential risks of such smart contracts and non-custodial technologies. The Client may also utilize third-party custodians with respect to its Digital Assets, which may or may not incorporate multi-signature solutions and/or proprietary storage methods. Digital Asset exchanges utilized by the Client may be unable to provide for “cold storage.” Such Digital Asset exchanges and other hot-wallet storage solutions have developed security systems to maintain

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Currently, the Adviser’s Clients are pooled investment vehicles typically organized as limited partnerships and limited liability companies. Investors in these vehicles include or may in the future include (but are not/will not be limited to):

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individuals; pension and profit-sharing plans (domestic and foreign); segregated accounts formed by insurance companies; family offices; trusts, estates, charitable organizations, foundations and endowments; and limited liability companies and corporations.

Investors generally must be “Accredited Investors” under Regulation D under the Securities Act, “Qualified Purchasers” under the Investment Company Act and “Qualified Clients” under the Advisers Act. Generally, the Clients have a stated minimum investment amount of $1 million. The Adviser or its affiliate has the discretion to waive minimum investment requirements for investment in the Clients and has done so in the past.

The Adviser or its affiliate generally receives performance-based compensation based on an internal rate of return calculation by reference to distributions made to each Investor (“Carried Interest”), which is generally 20%, but is higher or lower in certain cases, as set forth in the respective Clients’ Offering Documents. The Adviser reserves the right to agree with each Client and Investor as to whether or not a Carried Interest will apply. The amount and other terms of any such Carried Interest will vary based on

circumstances including but not limited to the size of the account and will be governed by the Client’s Offering Documents. It should be noted that, to the extent the Adviser does charge Carried Interest, the Adviser’s right to receive such Carried Interest may create an incentive for the Adviser to cause a Client to make investments that are riskier or more speculative than would be the case if the Adviser did not receive such compensation. Conflicts of interest would be present to the extent that the Adviser charges Carried Interest to certain Clients but not to others. These conflicts are also applicable to the Adviser’s investment personnel because they are typically compensated on a basis that includes a performance-based component. In such an instance, the Adviser would receive compensation based on the returns of the performance-based fee paying Clients and therefore would have an incentive to favor such Clients over the non- performancebased fee paying Clients. To mitigate these conflicts, the Adviser has adopted a trade allocation policy and has implemented controls to review investments for compliance with Clients’ investment guidelines and restrictions and to review the performance of Clients with similar investment objectives.

Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the Adviser nor any of its management persons are 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 Adviser does not recommend or select other investment advisers for its clients or receive compensation directly or indirectly from such advisers. In connection with the Adviser’s portfolio management activities or otherwise, supervised persons of the Adviser provide certain services to public or private companies, including serving on the board of directors of Portfolio Companies. Currently, such supervised persons do not receive fees or other economic benefits in connection with such services. In addition, the Adviser is affiliated with the general partners of the Clients, which are also subject to the Advisers Act in accordance with SEC guidance. Pursuant to such SEC guidance, the general partners look to and rely on the Adviser’s registration with the SEC and do not submit separate Form ADVs. With the Adviser, the general partners operate a single advisory business, serve as the general partners of the Clients, and generally share common owners, officers, partners, employees, consultants, or persons occupying similar positions.

Trading The Adviser recognizes and believes that (i) high ethical standards are essential for its success and to maintain the confidence of its Clients; (ii) its long-term business interests are best served by adherence to the principle that the interests of Clients are paramount; and (iii) it has a fiduciary duty to its Clients to act in their best interests. All personnel of the Adviser must put the interests of the Adviser’s Clients before their own personal interests and must act honestly and fairly in all respects in dealings with Clients. All personnel of the Adviser must also comply with all federal securities laws. In this vein, the Adviser has adopted a Code of Ethics governing personal trading by its personnel. Among other requirements, the Code of Ethics requires personnel who have access to Client portfolio information or the Adviser’s non-public securities recommendations to pre-clear certain securities transactions and report certain personal securities holdings to the Adviser, and the Adviser is required to review such reports. Clients or prospective clients may obtain a copy of the Adviser’s Code of Ethics by contacting Benjamin Sanborn, whose contact information can be found on the cover page of this Brochure.

Affiliates of the Adviser serve as a general partner and/or managing member of Clients or of entities in which Clients may invest. Neither the Adviser nor a related person recommends to Clients, or buys or sells for Clients, securities in which the Adviser or a related person has a material financial interest, other than potentially as investors alongside a Client. The Adviser and its related persons may invest their personal funds in a Client, and, therefore, such persons may hold an indirect interest in the same securities as other investors in the Client. Further, a related entity of the Adviser is the general partner of certain of the Clients. In addition, certain employees of the Adviser may own securities in their personal accounts that are also recommended by the Adviser to its Clients. The Adviser has established procedures intended to limit conflicts of interest in cases where the Adviser, a related person or any employee, buys, sells or otherwise has an interest in securities recommended by the Adviser to its Clients.

The Adviser does not generally use the services of FINRA-regulated broker-dealers to effect transactions on behalf of Clients. The Adviser focuses on securities transactions of private funds and companies and generally purchases and sells such companies through privately negotiated transactions in which the services of a broker-dealer are generally not used but may be retained. The Adviser may also distribute securities to Investors in the Clients or sell such securities, including through using a broker-dealer, if a public trading market exists. Although the Adviser does not intend to regularly engage in public securities transactions, to the extent it does so, it follows the brokerage practices described below. If the Adviser sells publicly traded securities for a Client, it is responsible for directing orders to brokerdealers to effect securities transactions for accounts managed by the Adviser. In selecting a broker to execute Client transactions, the Adviser may consider a variety of factors, including: (i) execution capabilities with respect to the relevant type of order; (ii) commissions charged; (iii) the reputation of the firm being considered; and (iv) gross compensation paid to the broker. The Adviser does not pay or receive research or other soft dollar benefits in connection with securities transactions for the Clients, and the Adviser does not engage in directed brokerage arrangements.

Generally, the Adviser does not receive compensation for providing advisory services from non-Clients. In connection with fundraising activities for its Clients, the Adviser has engaged third-party placement agents to assist in marketing its pooled investment vehicles to potential investors, and compensates such placement

agents for their services. All such arrangements shall be conducted in compliance with applicable law, rules and regulations.

There are no known legal or disciplinary events that would be material to Clients’ evaluation of the Adviser’s advisory business or the integrity of the Adviser.

The Adviser’s Principals monitor Client portfolios on at least a weekly basis and more often as specific market conditions and circumstances may dictate. Typically the Adviser or its affiliate provides Investors with (i) audited annual financial statements prepared in accordance with U.S. generally accepted accounting principles within 120 days following the end of each fiscal year and (ii) annual K-1s indicating such Investor’s share of the Client’s income, loss, gain, expense and other items relevant for Federal income tax purposes with respect to such fiscal year, within 120 days following the end of the fiscal year. Investors should refer to the applicable Client’s Offering Documents for controlling disclosure regarding the Adviser’s reporting practices.

Rule 206(4)-2 promulgated under the Advisers Act (the “Custody Rule”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). An investment adviser is deemed to have custody if it or its affiliate serves as a general partner to a limited partnership client of the Adviser. The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a “qualified custodian.” Qualified custodians include banks, broker-dealers, futures commission merchants and certain foreign financial institutions. Rule 206(4)-2 generally imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors in certain circumstances) and surprise examinations relating to such clients’ funds or securities. However, the Adviser need not comply with such requirements with respect to pooled investment vehicles if the pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to the client, or, in certain circumstances, all limited partners, members or other beneficial owners, within 120 days (180 days in the case of a fund of fund adviser) of its fiscal year end. The Adviser intends to rely upon the exception referenced in the foregoing sentence with respect to each Client and therefore the Clients do not anticipate having surprise examinations. See Item 8 above for additional information with respect to the Adviser’s custody policies.

The Adviser currently provides discretionary investment advisory services. Except for the general investment guidelines set forth in each Client’s Offering Documents, there are no limitations on the authority of the Adviser with respect to its discretionary investment authority the Adviser has for certain Clients.

Although voting Client securities is generally not a service provided by the Adviser to its Clients, to the extent the Adviser is deemed to have voting authority on behalf of a Client and exercises such authority, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to a Client's securities, such proxies are voted in the best interests of the Client. If a material conflict of interest between the Adviser and a Client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the Client or take some other appropriate action.

To the extent the Adviser is deemed to have voting authority on behalf of a Client and actually exercises such authority, additional information about the Adviser’s proxy voting policies and procedures, or information about how the Adviser voted proxies, would be available by contacting Benjamin Sanborn whose contact information can be found on the cover page of this Brochure.

The Adviser does not require or solicit the payment of fees six months or more in advance. The Adviser has no financial condition that is reasonably likely to impair its ability to meet contractual and fiduciary commitments to Clients. The Adviser has never been the subject of a bankruptcy petition.