H/2 CREDIT MANAGER LP

General Description of Advisory Firm

The Adviser, a Delaware limited partnership, was formed in May 2004 and has its principal offices in Stamford, Connecticut. The general partner of the Adviser is H/2 Credit Manager GP LLC. The managing member and controlling owner of H/2 Credit Manager GP LLC is Spencer B. Haber. The Adviser and its investment advisory affiliates and advisers identified in the Adviser’s Form ADV, Part 1A (each, an “Investment Advisory Affiliate” or a “Relying Adviser” and sometimes collectively with the Adviser, the “Advisers”) provide investment advisory and asset management services to U.S. and non-U.S. pooled investment vehicles operating as private investment funds (each, a “Client” and collectively, the “Clients”) based on their respective investment objectives. B.

Description of Advisory Services

The Advisers serve as investment advisers to the Clients as set forth in the investment management agreements with the Clients and in each Client’s governing documents. The Advisers provide advice on a discretionary basis to the Clients primarily in respect of investments in private and/or public debt and other fixed income-related investments, in or relating to commercial real estate and related sectors. Please refer to Item 8 for a more detailed description of the Advisers’ investment strategies as well as the securities, and other instruments, purchased by the Clients under the management of the Advisers. C.

Availability of Customized Services for Individual Clients

The Advisers’ investment decisions and advice with respect to each Client are subject to each Client’s investment objectives and guidelines, as set forth in its offering documents. In addition, the Advisers have the right to enter and have entered into agreements, such as side letters, with certain underlying investors of the Clients that may provide additional obligations on the Advisers or grant additional rights to the investors than what is provided to other underlying investors of the Clients. Persons reviewing this Form ADV Part 2A should not construe this as an offering to any of the Clients described herein, which will only be made pursuant to the delivery of a private placement memorandum to prospective investors. D.

Wrap Fee Programs

The Advisers do not participate in wrap fee programs.

E.

Assets Under Management

The regulatory assets under management (including uncalled capital commitments) that the Adviser, its Investment Advisory Affiliates and Relying Advisers managed on a discretionary basis equaled $4,517,239,755 (the “RAUM”), using a December 31, 2025 valuation date for all Clients. As of December 31, 2025, the Advisers do not manage any assets on a non-discretionary basis.

Advisory Fees and Compensation

The Advisers are entitled to compensation for their services in the form of a management fee (the “Management Fee”). The Advisers calculate the Management Fee based on a variety of methods depending on the particular Client, including based on net asset value or invested capital contributions. The Management Fee rates range up to 1.5% per annum. The Advisers are entitled to performance-based fees or allocations which are fees/allocations based on a share of net capital appreciation or net profits. Performance-based compensation varies depending on the particular Client, and may be subject to preferred return thresholds, “highwater mark” or loss carryforward provisions, and/or clawbacks. The performance-based compensation rates range up to 20%. All fees and incentive allocations applicable to the Clients are disclosed in the relevant offering documents, as supplemented from time to time, and/or governing documents (limited partnership agreements, memoranda and articles of association, investment management agreements or similar agreements), as supplemented from time to time, of each Client. The management fees and incentive allocations described above may from time to time be reduced or waived by the Advisers in their discretion with respect to certain underlying investors in the Clients, including affiliates of the Advisers. B.

Payment of Fees

Management fees, incentive allocations and carried interest are deducted directly from the Clients’ assets. C.

Additional Fees and Expenses

Generally, each Client will be responsible for all costs and expenses relating to the organization of such Client and of maintaining the activities and operations of such Client and its investments and other expenses, paid by or on behalf of such Client. Not all of the Clients bear all of the expenses set forth below; however, the following sentence generally sets forth the expenses that Clients may bear. To the extent permitted under the applicable offering and governing documents, the fees and/or expenses that the Clients may pay directly to third parties may include, without limitation: (i) legal, regulatory, audit and tax preparation expenses, consulting, financing and accounting fees and expenses (including “middle-office” and “backoffice” services); (ii) fees and expenses of a Client’s advisory board or board of directors; (iii) expenses associated with the preparation of a Client’s financial statements, tax returns and K-1s; (iv) expenses associated with periodic reporting to a Client and its investors; (v) expenses associated with the sourcing, investigation, negotiation, acquisition, investment, trading, financing, hedging, management and disposition and risk management of such Client’s investments, temporary investments and prospective investments, whether or not such investments are consummated (e.g., brokerage commissions and other investment and/or trading expenses/costs; expenses related to hedging instruments; clearing, settlement and custodial fees and expenses; interest charges and financing and other bank fees; research and due diligence costs;

consulting, legal and other professional fees relating to investments, risk management and related due diligence; and investment-related travel expenses); (vi) insurance- related expenses, including, without limitation, directors’ and officers’ insurance; (vii) fees to a third party administrator of a Client; (viii) any taxes, fees or other government charges levied against a Client; (ix) expenses incidental to the offer and sale of interests/shares in a Client; (x) indemnity expenses; (xi) the fees and expenses of third-party trustees, servicers, special servicers, property management and/or leasing agents paying agents and other professional service providers; (xii) the costs and expenses of any litigation involving such Client; (xiii) organizational expenses; and (xiv) extraordinary expenses. D.

Prepayment of Fees

For certain Client investment vehicles that incorporate withdrawal or redemption provisions, in the event that a Client’s net asset value is reduced in connection with a withdrawal or redemption by an investor of such Client other than as of the last day of a period, the Adviser or the applicable Investment Advisory Affiliate or Relying Adviser will pay such Client an amount equal to the pro rata portion of the Management Fee, based on the actual number of days remaining in such period, and such Client will distribute such amount to the investor. E.

Additional Compensation and Conflicts of Interest

Neither the Advisers nor their supervised persons accept additional compensation for the sale of securities or other investment products to the Clients.

Method of Analysis and Investment Strategies

Investment Strategies The Clients generally invest in a broad range of commercial real estate and related asset-heavy operating entities, with a focus on credit investments, including, without limitation: (i) syndicated bank loans; (ii) debt securities and listed equity (such as real estate investment trust bonds and common stock); (iii) preferred securities; (iv) commercial mortgage-backed securities (“CMBS”) and commercial mortgage loans; and (v) interest rate and/or credit hedging instruments related to the above asset classes and investments, including interest rate swaps and/or credit default swaps. The Clients’ investment portfolios differ based on whether they concentrate their investments in a single one of these strategies, all of the strategies or less than all of the strategies. A more detailed description of key aspects of the investment strategy the Advisers utilize on behalf of the Clients, a description of the types of investments in which the Clients invest, and a discussion of risk management procedures are set forth in the offering documents and/or governing documents of the Clients. Methods of Analysis The Advisers rely on both internally-generated and third-party data sources to evaluate potential investment opportunities and to monitor existing holdings. The Advisers’ internallygenerated financial analyses are used to evaluate prospective investments and monitor existing holdings. The Advisers’ investment and risk management procedures are based, in part, on the on-going collection of credit performance statistics and updated collateral information from various third-party sources, including borrowers, broker-dealers, rating agencies, governmental agencies and data vendors. In addition to such internally-generated research, the Advisers analyze external research and market data services as part of their evaluation of potential investment opportunities and their on-going monitoring of existing holdings. These databases and models provide the foundation for a systematic, bottom-up credit analysis when evaluating potential investments or monitoring portfolio holdings. The Advisers also use top-down analyses of economic data, industry trends and capital flows in evaluating potential investments and managing portfolio holdings. The descriptions set forth in this Brochure of specific advisory services that the Advisers offer to the Clients, and investment strategies pursued and investments made by the Advisers on behalf of the Clients, should not be understood to limit in any way the Advisers’ investment activities. The Advisers may offer any advisory services, engage in any investment strategy and make any investment, including those not described in this Brochure that the Advisers consider appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies the Advisers pursue entail risks. There can be no assurance that the investment objectives of any Client will be achieved.

B.

Risk of Loss

The following risk factors may not be applicable to all of the Clients. The offering documents contain descriptions of certain of the risks associated with Client investments. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by the Adviser. These risk factors include those risks the Advisers believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Advisers. Investment and Trading Risks. An investment in the Clients involves various degrees of risk, which vary depending upon the Clients’ particular investment strategies. Such risks may be high, including the risk that the entire amount invested may be lost. The Advisers, on behalf of the Clients, invest in financial instruments using strategies and investment techniques with significant risk characteristics, including (for certain Clients) the risks of leverage, the potential illiquidity of financial instruments, the risk of loss from counterparty defaults and the risk of borrowing to meet redemption requests. Investments made by Clients involve the risk of loss of capital. No guarantee or representation is made that any Client’s investment program will be successful, that a Client will achieve its targeted returns or that there will be any return of capital invested, and investment results may vary substantially over time. Investments in Commercial Real Estate Securities and Loans and Securities Generally. The Advisers, on behalf of the Clients, may invest in liquid, performing, stressed, distressed and illiquid securities backed by loans or loans themselves (including participation interests in loans), and may also include recapitalization and/or rescue financing transactions. In the case of securities, such securities are issued in public and private transactions by a variety of public and private issuers using a variety of structures, including senior and subordinated classes. Risks affecting real estate investments generally (and especially stressed or distressed real estate investments) include general economic conditions, the condition of financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. The cyclicality and leverage associated with real estate related investments have historically resulted in periods, including significant periods, of adverse performance, including performance that may be materially more adverse than the performance associated with other investments. In addition, commercial mortgage loans generally are non-recourse loans, lack standardized terms, tend to have shorter maturities than residential mortgage loans and may provide for the payment of all or substantially all of the principal only at maturity. In some cases, the properties securing commercial mortgage loans may be subject to additional debt that may affect the related borrower’s ability to refinance the loan and/or result in reduced cash flow and deferred maintenance. Additional risks may be presented by the type and use of a particular commercial property. For instance, commercial properties that operate as nursing homes may present special risks to lenders due to the significant governmental regulation of the ownership, operation, maintenance and financing of health care institutions. Hotel and other lodging properties, as well as gaming properties, are often operated pursuant to franchise, management or operating agreements which may be terminable by the franchisor or operator; and the transferability of such property’s operating, liquor and other licenses upon a transfer of the property, whether through purchase or foreclosure, is subject to local law requirements. Commercial properties that are being developed present special risks to lenders because of the lack of cash flow during the construction stage, as well as the possibility of delays in

construction resulting from the need for governmental approvals, unforeseen engineering, environmental and geologic problems, work stoppages, material and equipment shortages, weather problems and unanticipated cost increases. All of these factors increase the risks involved with commercial real estate lending. Commercial properties tend to be unique and are more difficult to value than single-family residential properties. Commercial lending is generally viewed as exposing a lender to a greater risk of loss than residential one- to four-family lending, since it typically involves larger loans to a single borrower or related borrowers than residential one- to four-family lending. Commercial mortgage lenders typically look to the debt service coverage ratio of a loan secured by income-producing property as an important measure of the risk of default on such loan. Commercial property values and net operating income are subject to volatility, and net operating income may be sufficient or insufficient to cover debt service on the related mortgage loan at any given time. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the related real estate project rather than upon the liquidation value of the underlying real estate or the existence of independent income or assets of the borrower. Furthermore, the net operating income from and value of any commercial property may be adversely affected by risks generally incidental to interests in real property, including events that the borrower or the manager of the property, or the issuer or servicer of the related issuance of real estate securities, may be unable to predict or control, such as changes in general or local economic conditions and/or specific industry segments; declines in real estate values; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; acts of God; pandemics and related disruption; acts of war; acts of terrorism; and social unrest and civil disturbances. While not a current or historical focus of the Advisers’ investment activities, commercial mortgage lenders making construction and development loans have special additional risks, because there is no significant cash flow during the construction or development period and the risk exists that because construction may be delayed or not completed, the receipt of cash flow on the project may also be delayed or may not materialize. In addition, for construction and development loans, there rarely exists a history of operations on which to base projections of debt service coverage following the completion of the project. The value of commercial properties is also subject to a number of laws, such as laws regarding environmental clean-up and limitations on remedies imposed by bankruptcy laws and state laws regarding foreclosures and rights of redemption. As discussed herein, such laws may also expose the lender to certain liabilities. A commercial property may not readily be converted to an alternative use in the event that the operation of such commercial property for its original purpose becomes unprofitable. In such cases, the conversion of the commercial property to an alternative use would generally require substantial capital expenditures. Thus, if the borrower becomes unable to meet its obligations under the related commercial mortgage loan, the liquidation value of any such commercial property may be substantially less, relative to the amount outstanding on the related commercial mortgage loan, than would be the case if such commercial property were readily adaptable to other uses. In the case of real estate securities, the exercise of remedies and successful realization of liquidation proceeds may be highly dependent on the performance of third-party servicers or special servicers, of which there may be a limited number and which

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The Clients to whom the Advisers provide investment management services and advice are U.S. and non-U.S. pooled investment vehicles operating as private investment funds that are offered to investors on a private placement basis. The investors in the Clients are primarily comprised of pension and benefit plans, sovereign wealth funds, insurance companies, foundations and other institutional investors. The offering documents and/or governing documents of each Client may set minimum amounts for investment by prospective investors in such Client. These minimum amounts may be waived by the Advisers.

Each Client is subject to an incentive allocation or carried interest that is allocable to the general partner of such Client as performance-based compensation. Because all Clients are subject to performance-based compensation, the Advisers do not believe they face certain conflicts of interest that may arise when an investment adviser manages Clients that both charge performancebased compensation, on the one hand, and Clients that do not charge performance-based compensation, on the other hand.

Broker-Dealer Registration Status

The Advisers and their management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B.

Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status

The Advisers and their management persons are not currently registered as, and do not have any application to register as, a futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of the foregoing entities under exemption 4.14(a)(8) of the Commodity Exchange Act. C.

Material Relationships

Each of H/2 SOGP II LLC, H/2 SOGP III LLC, H / 2 SOGP IV LLC, H / 2 SOGP V LLC, H/2 SOGP V Co-Investment LLC and H/2 TRS II Holdings LLC is an Investment Advisory Affiliate and serves as the general partner of certain Clients. Each of H/2 SO Manager II LP, H/2 SO Manager III LP, H/2 SO Manager IV LP, H/2 SO Manager V LP, H/2 SO Co-Investment Manager V LP, and H/2 TRS II Manager LP is a Relying Adviser and serves as the investment manager to certain Clients. D.

Material Conflicts of Interest Relating to Other Investment Advisers

The Advisers do not recommend or select other investment advisers for their Clients.

and Personal Trading A.

Code of Ethics

The Advisers recognize and believe that high ethical standards are essential for their success and to maintain the confidence of their Clients. The Code of Ethics (the “Code”) governs a number of potential conflicts of interest which exist when providing advisory services to the Clients that they manage. This Code is designed to ensure that the Advisers meet their fiduciary obligation to the Clients (or prospective Clients) and to instill a culture of compliance within the Advisers. All personnel must also comply with all applicable federal securities laws. The Code is distributed to all personnel at the time of hire and annually thereafter. The Adviser also supplements the Code with on-going monitoring of personnel activity. On or prior to joining the Adviser, and on an annual basis, the Adviser requires all personnel to certify that they are in compliance with the Code. All personnel are generally restricted from buying and selling for their own accounts investments in commercial real estate securities and related financial instruments. The Code requires that all personal securities transactions (other than certain exempt transactions) receive pre-clearance from the Chief Compliance Officer. These policies are designed to comply with SEC requirements, pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), that registered investment advisers have a Code of Ethics. The Advisers require that all personnel avoid any financial interest or activity that might impair, or even appear to impair, such individual’s ability to make objective and fair decisions when performing job functions. The Code also contains general prohibitions against fraud, deceit and manipulation, as well as additional restrictions and requirements regarding standards of business conduct and fiduciary duties, treatment of confidential information, political contributions, gifts, entertainment and outside activities. The Advisers have adopted policies and procedures regarding material non-public information and proprietary Adviser information, and employee accounts and trading. The policies and procedures contained are designed to: (i) provide for the proper handling of both material non-public information about companies or other issuers and proprietary information of the Advisers; and (ii) prevent violations of laws and regulations prohibiting the misuse of material non-public information about companies or other issuers and/or proprietary information of the Advisers. There may be certain instances where the Advisers receive material non-public information due to their various activities on behalf of the Clients and are restricted from purchasing or selling securities or other instruments of or for the Clients. The Advisers seek to minimize those cases whenever possible, consistent with applicable law, but there can be no assurance that such efforts will be successful and that such restrictions will not occur. The Code is available for review by the Clients upon request.

B.

Securities in Which You or a Related Person has a Material Financial Interest

The Advisers generally do not engage in cross trades among Clients. However, to the extent that they do so in the future, such cross trades will be executed at the market price (or fair value) consistent with any required approvals and with independent third-party valuation procedures established by the Advisers and the relevant Clients for the securities or other instruments being purchased and sold, if applicable. The Advisers have implemented policies and procedures to ensure that, if completed, cross trades are, in the reasonable determination of the Advisers, in the best interests of each transacting Client. C.

Investing in Securities that You or a Related Person Recommends to Clients

See response to Item 11A. D.

Conflicts of Interest Created by Contemporaneous Trading

The Advisers manage investments on behalf of a number of Clients. Certain Clients have investment programs that are similar or may overlap and may, therefore, participate with each other in investments. Because of the diversity of objectives, risk tolerances, tax situations and differences in the timing of capital contributions and withdrawals, there will be differences in invested positions held among the Clients. Any allocation of investments among the Clients by the Advisers will be made in a manner consistent with each Client’s investment objectives. Investment decisions and allocations are not necessarily made in parallel among all of the Clients. In all cases, allocation requirements (if any) set forth in the Client’s governing documents will control. The Advisers in their sole discretion may make non-pro rata allocations among the Clients based upon a variety of factors including, among other factors, investment strategy, mandate or area of focus; risk management (e.g., volatility, liquidity, diversification and concentration in light of each Client’s existing portfolio and investment pipeline); Client restrictions or limitations; tax or legal considerations; and cost or availability of financing. Because the Advisers may make non-pro rata allocations, the Clients may produce results that are materially different from one another.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions

The Advisers have complete discretion, without obtaining specific Client consent, to: (i) buy or sell investments; (ii) the amount of the investments to be bought or sold; (iii) the broker or dealer to be used in such purchase or sale; and (iv) the commission rates paid in connection with such purchase or sale. Portfolio transactions for the Clients will be allocated to brokers and dealers on the basis of the Advisers’ best execution policies. The Advisers’ best execution policies require that a Client’s investments or trades be placed for execution only with approved brokers or dealers. The Advisers maintain a list of approved broker-dealers eligible to effect the Clients’ transactions (the “Approved Broker List”). The factors considered in selecting and approving brokersdealers that may be used to execute trades for a Client’s accounts include, but are not limited to: (i) quality of execution – accuracy and timeliness of execution, clearance and error/dispute resolution; (ii) reputation, financial strength and stability; (iii) market making and risk positioning capabilities; (iv) willingness to execute transactions on terms requested or required; (v) willingness and ability to commit capital for trading as well as financing requests; (vi) access to investment opportunities; (vii) on-going reliability; (viii) overall costs of execution (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of the Firm’s knowledge of negotiated transaction costs available in the market; (ix) nature of the investment or security and the available market makers; (x) desired timing of the transaction and size of transaction; (xi) confidentiality of execution; (xii) market knowledge; and (xiii) the quality of brokerage or research. The Advisers’ Brokerage Committee is responsible for the following: (i) reviewing broker-dealer investment/trading volumes, prices, commissions, other transaction costs and the overall quality of execution; (ii) reviewing the Approved Broker List; and (iii) reviewing any soft dollar arrangements. 1.

Research and Other Soft Dollar Benefits.

It is the current policy of the Advisers not to enter into soft dollar or comparable commission sharing arrangements with broker-dealers relating to transactions executed for the benefit of the Clients, despite the incentive to receive research or other products or services without paying. It should be noted however that various broker-dealers may provide the Advisers with proprietary research and other products and services, which the Advisers may use to equally service all Clients. The Advisers believe that they would receive such research, products and services regardless of the volume of transactions executed through such broker-dealers or the level of commissions or spreads generated by such transactions and that, accordingly, they are not causing any Client to “pay up” for such research, services or products and such research, products and services are not a factor considered by the Advisers in directing Client transactions to such brokerdealers. The Advisers do not cause the Clients to pay commissions higher than those charged by other broker-dealers in return for soft-dollar benefits or direct client transactions to a particular broker-dealer in return for soft dollar benefits.

2.

Brokerage for Client Referrals.

The Advisers do not receive Client referrals in exchange for brokerage business. 3.

Directed Brokerage.

The Advisers do not recommend, request or require that a Client direct any of the Advisers to execute transactions through a specified broker-dealer. B.

Aggregated Orders for Various Client Accounts

The Advisers may execute transactions on an aggregated basis if the Advisers believe that to do so will allow them to obtain best execution and to negotiate more favorable pricing than might have otherwise been paid had such orders been placed independently, to the extent permitted by applicable law. When aggregating orders, all of the Clients will be treated in a fair and equitable manner. Each Client that participates in an aggregated order will participate at the average price for all of the Advisers’ transactions in that instrument on a given business day, with transaction costs shared pro rata based on each Client’s participation in the transaction. C.

Trade Errors

Examples of trade errors include: (i) placement of orders (either purchases or sales) in excess of the amount of investment that the Advisers intended to complete; (ii) the sale of an investment when it should have been purchased; (iii) the purchase of an investment when it should have been sold; (iv) the purchase or sale of the wrong investment; (v) the purchase or sale of an investment contrary to regulatory restrictions or the investment guidelines or restrictions of a Client; and (vi) incorrect allocation of investments. The Advisers endeavor to detect trade errors prior to settlement and correct them in an expeditious manner. The Advisers’ general policy is to reimburse losses suffered by a Client as a result of a trade error caused by the Advisers’ bad faith, fraud, willful misconduct or gross negligence. It is the policy of the Advisers to ensure that each error is corrected in an expeditious manner. Pursuant to various exculpation and indemnification provisions, the Advisers and their personnel generally will not be liable to any Client for any act or omission, absent bad faith, gross negligence, willful misconduct or fraud. In addition, the Clients generally will be required to indemnify such persons against any losses they may incur by reason of any act or omission related to a Client, absent bad faith, gross negligence, willful misconduct or fraud. As a result of these provisions, such Client (and not the Advisers) will be responsible for any losses resulting from trading and allocation errors and similar human errors, absent bad faith, gross negligence, willful misconduct or fraud. Trading and allocation errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system, failures of oral communication between and among investment staff, trading staff and operations staff, or typographical or drafting errors related to derivatives contracts or similar agreements. Given the nature of the Clients’ business, investors are advised that trading and allocation errors (and similar errors) may occur and the applicable Client(s), in such cases, will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the personnel of the Advisers.

Economic Benefits for Providing Services to Clients

The Advisers do not receive economic benefits from non-Clients for providing investment advice and other advisory services. B.

Compensation to Non-Supervised Persons for Client Referrals

Neither the Advisers nor any related person directly or indirectly compensates any person for Client referrals. The Adviser has in the past engaged a placement agent to solicit certain types of prospective investors for investments in two of the Clients. The Advisers may in the future enter into additional arrangements with third-party placement agents, distributors or others to solicit investors in the Clients, and such arrangements will generally provide for the compensation of such persons for their services at the Advisers’ expense.

There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of the Advisers’ advisory business or the integrity of the Advisers’ management.

Frequency and Nature of Review of Client Accounts or Financial Plans

The Advisers perform various daily, weekly, monthly, quarterly and periodic reviews of each Client’s portfolio. Such reviews are conducted by personnel of the Advisers. B.

Factors Prompting Review of Client Accounts Other than a Periodic Review

A review of a Client account may be triggered by any unusual activity or special circumstances. C.

Content and Frequency of Account Reports to Clients

Investors in the Clients receive unaudited reports on a monthly or quarterly basis, providing summary financial and other information about the Client in which they are invested, and audited financial statements of the Client in which they are invested annually. The Advisers may provide certain investors with information on a more frequent and detailed basis if agreed to by the Advisers.

In connection with the management of investments for certain investors, the Advisers may have, or may be deemed to have, custody of certain funds or securities of their Clients. Rule 206(4)-2 (the “Custody Rule”) of the Advisers Act, defines custody as holding client securities or assets or having any authority to obtain possession of them, including the authority to withdraw funds or securities from a client’s accounts or ownership of or access to client funds or securities (such as through fee deductions). The Custody Rule imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) 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 subject to audit and delivery if each 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 its investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of fund adviser) of its fiscal year-end. The Clients with respect to which the Advisers are deemed to have custody of Client assets are subject to an annual audit performed by a nationally-recognized public accounting firm and the audited financial statements are distributed to each underlying investor in each Client. The audited financial statements are prepared in accordance with U.S. generally accepted accounting principles and will generally be distributed within 120 days of each Client’s fiscal year end. Information on a Client’s qualified custodian, if any, including such qualified custodian’s name, address and the manner in which the Client’s assets are maintained, may be provided in the relevant governing and/or offering documents of such Client.

The Advisers have been appointed as the investment manager, manager or general partner of the Clients with discretionary investment and trading authorization. The Advisers have discretionary authority with respect to investment decisions, and its advice with respect to the Clients is made in accordance with the investment objectives and guidelines as set forth in each Client’s respective private placement memoranda, if any, investment management agreement or other governing document. The Advisers assume discretionary authority to manage the Clients through the execution of investment management agreements or through the governing documents of the Clients (e.g., limited partnership agreements).

As a fiduciary, an investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of its clients and not subrogate any client interests to its own interests. Rule 206(4)-6 under the Advisers Act places specific requirements on registered investment advisers with proxy voting authority. To meet their obligations under this rule, the Advisers have adopted written Corporate Action Policies and Procedures (the “Policies”), which are available upon request. The Policies are reasonably designed to ensure that the Advisers vote proxies in the best interest of the Clients and address how they will resolve any conflict of interest that may arise when voting proxies. The Advisers are committed to voting proxies in a manner consistent with the best interests of the Clients. While the decision whether or not to vote a proxy must be made on a case-by-case basis, the Advisers may determine not to vote a proxy if they believe the proposal is not adverse to the best interests of the Clients, or, if adverse, the outcome of the vote is not in doubt. A copy of the Policies and the proxy voting record relating to a Client may be made available to a Client upon request.

The Advisers are not required to include a balance sheet for their most recent financial year, are not aware of any financial condition reasonably likely to impair their ability to meet contractual commitments to the Clients, and have not been the subject of a bankruptcy petition at any time during the past ten years.