Haveli Investment Management LLC

Haveli Investment Management, LLC, a Delaware limited liability company (together, where the context permits, with its subsidiaries that provide investment advisory services including, but not limited to, Haveli Gaming and Haveli Software, each as defined below, "Haveli", “we”, “us”, or other similar terms), was formed in August 2021 and is 100% owned by its parent company, Haveli Investments LP, a Delaware limited partnership (“Haveli LP”). Haveli LP is principally owned by Kazoku Holdings LLC (“Kazoku”). The sole member of Kazoku is Sangreal Trust dated Dec. 1, 2009 (the “Trust”) and Kazoku’s manager is Brian Sheth. Mr. Sheth is the trustee of the Trust. Haveli is headquartered in Austin, Texas. Affiliates of Haveli will serve as the general partner (each a “General Partner,” and, collectively, the “General Partners”). Where the context permits, references to “Haveli” herein will also include the General Partners. Haveli sponsors and provides discretionary investment advisory services to pooled investment vehicles (the “Funds”). Certain Funds include feeder funds formed to invest in other Funds and/or co-invest vehicles formed to invest alongside other Funds in certain or all investments. Haveli provides investment advisory services to the Funds in accordance with investment management agreements ("Advisory Agreements"). The Funds are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and their securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable General Partner, and not individually to the investors ("Investors" or "Limited Partners") in the Funds. In each case, Fund investments are consistent with the investment objectives and strategies, as defined by the applicable private placement memoranda, Advisory Agreements, limited partnership agreements,side letter agreements negotiated with Investors in an applicable Fund, and/or other governing documents (together, "Organizational Documents"). Haveli Gaming Management LLC (“Haveli Gaming”) provides advisory services to the Funds in connection with investing in, acquiring and/or developing a range of companies whose principal business is in video game development and/or publishing across all types of deliverable platforms, video game and e-sports content distribution and streaming, operating and/or owning competitive e-sports leagues and/or competitive teams, and producing hardware used in video games and/or e-sports, including augmented and virtual reality (collectively, “Gaming Assets”). Haveli Gaming advises regarding investments in the following, among others: (a) direct majority, joint venture or minority ownership interests in Gaming Assets; (b) securities (including equity, debt or other securities) of, or other interests or instruments of, gaming issuers; (c) other gaming-related assets, debt, equity indices or other interests or securities (including, without limitation, hedging transactions and other transactions utilized to manage risk and/or create synthetic exposure to certain types of investments, including for investment or speculative purposes); (d) entities providing products, services and/or financing related to gaming-related resources and assets; and (e) derivatives, royalties and any other financial instruments that will enable to a Fund to create synthetic exposure to certain types of Gaming Assets.

Haveli Software Management LLC (“Haveli Software”) provides advisory services to the Funds in connection with investing in, acquiring and/or developing a range of companies whose principal business is in software development (collectively, “Software Assets”). Haveli Software advises regarding investments in the following, among others: (a) direct majority, joint venture or minority ownership interests in Software Assets; (b) securities (including equity, debt or other securities) of, or other interests or instruments of, software issuers; (c) other software-related assets, debt, equity indices or other interests or securities (including, without limitation, hedging transactions and other transactions utilized to manage risk and/or create synthetic exposure to certain types of investments, including for investment or speculative purposes); (d) entities providing products, services and/or financing related to software-related resources and assets; (e) private investments in public equity (“PIPEs”); and (f) derivatives, royalties and any other financial instruments that will enable to a Fund to create synthetic exposure to certain types of Software Assets. Haveli Technology Opportunities Management LLC (“Haveli Tech Opps”) expects to provide advisory services to the Funds in connection with investing in and acquiring securities of software companies and technology businesses, whether privately held or publicly traded, with a primary emphasis on publicly traded enterprise software companies with AI-enabled competitive advantages (collectively, “Tech Opps”) and together with the Gaming and Software Assets, (the “Assets”). Haveli Tech Opps expects to advise regarding investments in, among others: (a) equity securities of publicly traded companies, which may be accumulated through methods including open-market purchases and block trades; (b) publicly traded debt securities; (c) private investments in public equity (“PIPEs”) and private structured securities; (d) securities of privately held software companies and technology businesses; and (e) derivatives and other financial instruments, including total return swaps and options, whether to obtain economic exposure to target companies, to manage risk, to obtain leverage, to manage return or to create synthetic exposure to certain types of investments, including for investment or speculative purposes. Investors should refer to the Organizational Documents of the applicable Fund for complete information on the investment objectives, restrictions, and guidelines of the particular Fund and the services Haveli provides to the Funds.

As of December 31, 2025, Haveli managed a total of approximately $6,031,000,000 of client assets, all of which is managed on a discretionary basis.

Advisory Management Fees Haveli generally receives advisory management fees (“Management Fees”) from the Funds. Management Fees are generally based on capital commitments or, at certain times during a Fund’s life, capital contributions. These fees are set forth in detail in each Fund’s Organizational Documents. In the sole discretion of Haveli or its affiliates, fees and expenses, if any, may be, and in certain cases are, waived, reduced or calculated differently for the Funds, both voluntarily and on a negotiated basis with selected Investors via side letter and other

arrangements, which may not be disclosed to other Investors in the same Fund. Certain Fund Investors that are “friends and family” of Haveli or are affiliates of Haveli will not bear fees or certain performance-based profits (“Carried Interest”) with respect to their interest in the Funds. Such side letters with certain Investors have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of the Organizational Documents with respect to such Investors. The fee structures described herein have the potential to be modified. Fees may differ from one Fund to another, as well as among Investors in the same Fund. Certain Funds may not pay Haveli any Management Fees. In certain cases, Haveli may also receive Management Fees from co-Investors or co-investment vehicles, which Management Fees may differ from those borne by a Fund. Certain other co-Investors or co-invest vehicles do not pay any Management Fees. Unless otherwise agreed with a Fund’s Investors, Management Fees will continue to be payable during any term extension. With respect to certain Funds, on a date specified in the Organizational Documents (the “Stepdown Date”), the Management Fee customarily decreases and is thereafter calculated based on the amount of aggregate capital contributions, less the aggregate amount of capital contributions with respect to the portion of each investment that has been disposed of (each a “Disposition”) or permanently written-down (such investments, “Impaired Investments”). Because Management Fees are calculated based on aggregate capital contributions, less any Dispositions or Impaired Investments, following the Stepdown Date, the Organizational Documents do not require any reduction or refund of Management Fees following any dividend, distribution (including those arising from dividend recapitalizations), reorganization, restructuring, roll-over investment, or similar transactions where the Fund has not completely disposed of its interest in the portfolio company, even if the value of the Fund’s interest has been reduced (including materially reduced) (each a “Recap Distribution”) or any decrease in value (whether temporary or permanent), in each case except to the extent such events constitute a Disposition or Impaired Investment. As a result, the Management Fees generally will not track changes in the fair value of any individual investment or of a Fund. Other Fees (as defined below, and which include but are not limited to transaction fees) and other fees, costs and expenses allocated to a portfolio company at the time of investment (collectively, “Capitalized Costs”) are generally included in the amount of aggregate capital contributions with respect to such portfolio company. Accordingly, where the Management Fee base post-Stepdown Date is based on aggregate capital contributions, less any Dispositions or Impaired Investments, such base will include the value of such Capitalized Costs, including those payable or reimbursable to Haveli and its affiliates. This would increase the amount of Management Fees paid to Haveli. Such increase is in addition to the Management Fees paid to Haveli and/or its affiliates. The Organizational Documents generally do not provide for the reimbursement or refund of Management Fees in the event of Dispositions or Impaired Investments occurring mid– calculation period. The General Partners also receive Carried Interest, as described below in Item 6. The Organizational Documents set forth the full list of terms under which Advisory Fees will be reduced, offset or otherwise be limited, and consequently investors should expect to bear the full specified Management Fee rate in the Organizational Documents until they are reduced in the circumstances and on the date(s) specified therein.

The Management Fee will be paid quarterly in advance. The Management Fee is prorated for periods of less than one full quarter. Upon termination of an Advisory Agreement, prepaid Management Fees are generally returned on a prorated basis.

Other Fees and Expense Reimbursement Other Fees In addition to the Management Fees and Carried Interest, Haveli and its affiliates receive a variety of other cash, equity, other non-cash fees, reimbursement for certain expenses and other compensation relating to the investment activities of a Fund, its portfolio companies and prospective portfolio companies including transaction fees, monitoring fees, directors’ fees, advisory fees, organization and financing fees, operational fees, commitment fees, break-up fees (or other similar fees), divestment fees, termination fees, finder and similar service fees and/or other types of management consulting and other similar operational and financial matters and/or other fees and annual retainers from, or with respect to, the portfolio companies and prospective portfolio companies (collectively, “Other Fees”). Haveli and its affiliates also receive fees for services that are outside the scope of the services provided by Haveli in its capacity as investment adviser to the Fund as set forth in the Advisory Agreement and that would have otherwise been provided by a third-party, including fees relating to the arrangement of acquisitions or other financial restructuring, investment banking fees, fees relating to credit origination, loan syndication, loan servicing and/or other types of management consulting and other similar operational matters ("collectively, Portfolio Company Service Fees"). The amount and timing of Other Fees and Portfolio Company Service Fees received by Haveli or its affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Nevertheless, in many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company and therefore such fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of Haveli acting on behalf of both parties. As noted above, Haveli and its affiliates receive “monitoring fees” pursuant to monitoring agreements with portfolio companies of the Funds governing the advice, consultation and other similar ongoing services provided by Haveli to such portfolio companies. The terms of a monitoring agreement may include (among other things) annual automatic renewals, the payment of monitoring fees (which may be fixed fees or calculated as a percentage of EBIDTA or similar performance metric), and the acceleration of payment of the monitoring fees upon certain termination events, including the occurrence of an initial public offering or strategic exit. The accelerated monitoring fee may be calculated as the present value of hypothetical future payments, which may be based on an assumed growth in performance, based on an assumed growth of EBITDA or similar metric, and may be calculated using a discount rate as low as the risk free rate, as determined by Haveli. Since the monitoring agreements may have prolonged terms (often exceeding ten years and/or subject to automatic extensions and renewal), the financial effect of such acceleration may be substantial, particularly in the event such circumstances occur early in the life of the Fund’s investment in such portfolio company. Notwithstanding the foregoing, in the event of an initial public offering or other disposition, monitoring fees will continue to be paid so long as the applicable Fund continues to hold an other than de minimis position in such portfolio company and Haveli or its affiliates continue to provide the monitoring services.

Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. The payment of Other Fees, Portfolio Company Service Fees and reimbursements by portfolio companies and prospective portfolio companies will, in some, but not all, circumstances create a conflict of interest between Haveli and its affiliates, and the Funds and their Investors because the amounts of these Other Fees, Portfolio Company Service Fees and the reimbursements, which include, in certain circumstances and without limitation, travel expenses, meals and entertainment, and audit and tax fees, are often substantial and the Funds and their Investors generally do not have a direct interest in these fees and reimbursements. Haveli determines the amount and timing of these Other Fees and Portfolio Company Service Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to portfolio companies, and/or thirdparty co-Investors in its transactions. Generally, the amount of such fees and reimbursements will not (except in connection with the reductions described herein with respect to Other Fees) be disclosed to Investors in the Funds. In addition, Haveli or its personnel, on behalf of Haveli, may receive stock of a portfolio company as an Other Fee due to the service of such personnel on the board of such portfolio company or as compensation for other services provided to such portfolio company. In such event, the recipient will generally act in its own interest with respect to the stock received as an Other Fee (including, for instance, determining to sell the distributed securities, or hold on to the distributed securities for such time as such recipient shall determine in its sole discretion). The ability of such recipients, to act in their own interest with respect to the stock received as an Other Fee creates a conflict of interest between Haveli, as an adviser to the Funds and their personnel, on the one hand, and the Funds, on the other hand because the recipient’s interests may not be aligned with those of the Funds and the recipient may determine to sell the stock received at a different time, or on different terms, than a Fund would sell its interest. Under the Organizational Documents of certain Funds, Portfolio Company Service Fees are not Other Fees and do not result in any reduction or offset of the Fund’s Management Fee. An affiliate of Haveli will occasionally be involved in activities relating to the underwriting or private placement of equity securities, debt, loans or other obligations issued by, or in respect of, portfolio companies and receive fees and other compensation for such services (“Capital Markets Fees”). These activities do not need to be approved by any Fund (or any advisory committee of a Fund), except as otherwise provided in the Organizational Documents of any Fund. Capital Markets Fees are for the benefit of Haveli and/or its relevant affiliate and not the Fund, constitute Portfolio Company Service Fees, and are generally not considered “Other Fees” and, except as otherwise provided in the Organizational Documents of a particular Fund, do not reduce the Management Fee. Please see “Compensation Received by Haveli BD (as defined below) and Related Entities for Capital Markets and Placement Agent Activity” for further information regarding activities of Haveli BD (as defined below). For the avoidance of doubt, any fees paid to Haveli or its personnel after a Fund has exited an investment (or is in the process of exiting) are not considered “Other Fees” and do not reduce the Management Fee. Any fees that accrue to the benefit of former Haveli personnel or other persons who are or become unaffiliated with Haveli are not considered “Other Fees” and do not reduce the Management Fees or otherwise benefit the Funds or their Investors. Similarly, any fees that accrue to the benefit of Haveli personnel or other persons who are currently affiliated with Haveli prior to their association with Haveli (even if any fee received in kind is realized or otherwise converted to cash during their

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Haveli will seek to acquire interests in, and extract value from Assets. Haveli takes an active approach to asset management. Haveli invests in either minority or majority ownership of Assets. The specific nature of the particular opportunity in question (market, stage of development of company/industry, available exit opportunities, etc.) will generally guide the size of a Fund's ownership stake. Depending on a Fund's ownership stake, Haveli generally seeks to have influence over the activities of the portfolio companies in the form of board representation or additional shareholder protections, or both. There can be no assurance that a Fund will obtain a

controlling position, the right to materially influence the actions of such companies or sufficient ownership to have any such influence. A Fund may enter into partnerships, consortia or other similar arrangements, including joint ventures (in the form of special purpose vehicles or otherwise), with corporate entities or individuals, that have expertise, financial capability or other strengths in a particular segment of the gaming and software industries, for the purposes of investing in, acquiring, developing, redeveloping, managing or operating a single investment or a portfolio of joint venture investments. The partners entering into joint ventures with that Fund may have an equity investment in the applicable joint venture vehicle in order to ensure alignment of their interests with those of that Fund, and may receive a promoted interest, if the applicable investment achieves certain targeted returns. Although the Funds intend to seek effective control or consent rights over major decisions in joint ventures, the terms governing a particular joint venture, and the level of control given to a Fund or the joint venture partner in such a joint venture, will vary on a case by case basis, and may depend on the nature of the particular investment, the strengths of each party to the transaction or other factors. In implementing these strategies, Haveli generally will (i) analyze specific market conditions for potential investment opportunities, (ii) investigate and conduct due diligence with respect to proposed opportunities and potential investment partners, (iii) negotiate investment terms, analyze potential exit options, pursue strategies to increase the value of the portfolio companies post-investment and (iv) advise the Funds in relation to the realization of investments. Notwithstanding the foregoing, as market circumstances change and certain strategies become less attractive, a Fund may seek to adjust its strategies to respond and adapt to such changing conditions. Haveli believes that its ability to achieve a Fund’s objective will continue to depend, in part, on Haveli’s ability to develop new investment strategies and methodologies. Accordingly, except as set forth in a Fund’s Organizational Documents, there is generally no limitation on (i) the type of investments that the Funds may acquire, (ii) the countries in which a Fund may pursue opportunities or (iii) the instruments or strategies that it may employ to seek exposure to such investments. Risks A Fund is intended for long-term Investors who can accept the significant risks associated with investing in illiquid securities. An investment in a Fund involves various risk factors, including the possibility of partial or total loss of the capital invested in a Fund. Prospective Investors should not subscribe unless they can readily bear the consequences of such risk factors, including such loss. A Fund's ability to achieve its targeted investment results is subject to risk factors over which a Fund may have no or limited control. The following does not purport to be a comprehensive summary of all the risks associated with an investment in the Funds. Rather, the following are only certain specific risks to which Investors will be subject. Investment Results Are Subject to Market Conditions Market conditions, available investment opportunities and other assumptions may change significantly during the term of the Funds. There can be no assurance or guarantee that the Funds will achieve their investment objective, the Preferred Return, where applicable, the targeted

investment results or any other objectives. The return (including the Preferred Return, where applicable) anticipated to achieved by a Fund or any particular Investor is not certain. In addition, because current estimates of market conditions are likely to change during the life of the Funds, Investors should note that the actual realized return over the term of the Funds will depend upon a number of risk factors, as set forth herein. Private Equity Investments The type of investments which the Funds anticipate making may involve a high degree of risk. In general, financial and operating risks confronting the Funds’ investments can be significant. While the investment results should reflect the perceived level of risk in any investment situation, there can be no assurance that Fund will be adequately compensated for risks taken. A loss of principal is possible. The timing of profit realization is highly uncertain. Losses are likely to occur early, while successes often require a long maturation. The percentage of companies that survive and prosper can be small. Risk of Private Investments in Public Equity PIPEs are private (unregistered) offerings of common stock or other securities, usually at a discount to current market price, issued by public companies. The typical PIPE is subject to a “lockup” agreement that prohibits the owner from reselling the PIPE security until it is registered or until a designated holding period has elapsed. On occasion, the U.S. SEC has refused to allow PIPE securities to be registered due to the immediate impact such registration could have on the public market for such securities (for example, if certain owners of such PIPEs have sold the securities short in anticipation of their registration). Typically, PIPE securities are offered by small public companies, companies in need of regular cash infusions, companies in financial distress or companies where a public offering has failed. PIPE securities may be susceptible to special risks that may not be present in the relevant issuer’s publicly traded securities. Substantial illiquidity could remain even after a PIPE security becomes registered for public sale. Moreover, a Fund’s entire investment in PIPE securities may be lost if such securities never become registered. PIPE transactions may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publiclyissued securities of smaller capitalization companies. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if Funds are able to have securities acquired in a PIPE transaction registered or sell such securities through an exempt transaction, Funds may not be able to sell all the securities on short notice, and the sale of the securities could lower the market price of the securities. There is no guarantee that an active trading market for the securities will exist at the time of disposition of the securities, and the lack of such a market could hurt the market value of Funds’ investments. Additionally, Funds may be restricted from selling securities while in possession of material non-public information, which could have an adverse effect on the value of their holdings if the pricing of the securities should decline during the restricted period. Lack of Liquidity of the Funds’ Investments The Funds’ investments will generally be illiquid even though they may generate some current income. Dispositions of investments may also be subject to limitations on transfer or other restrictions that would interfere with the subsequent disposition of such investments or adversely affect the terms that could be obtained upon any disposition thereof. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, will, except in certain limited circumstances, occur only upon the partial or complete disposal of an investment. Certain listed securities and instruments

in some cases will lack an active secondary market. The market for the disposition of interests in distressed companies may be further limited, and a Fund may have to sell such interests at prices lower than those that might be achieved in an active or established market. In the absence of a ready market, a Fund's ability to sell its interests in Assets at a fair price may be impaired or delayed. Investments in Distressed Assets and Bankruptcy Risks The Funds may invest in Assets and companies owning and/or operating Assets involved in workouts, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions or in-court proceedings and may purchase assets from such entities or acquire secured or unsecured financial instruments issued by such entities. In addition, the Funds may originate new loans to distressed companies on a secured or unsecured basis. Such loans may be made prior to the commencement of formal insolvency proceedings or after the commencement of such proceedings in the form of debtor-in-possession or similar financing under applicable laws. In addition, the Funds may participate in the secondary market for the purpose of purchasing or selling claims against a distressed company before or after the company's commencement of formal insolvency proceedings and the Funds could realize gains or losses in such transactions. Due to the substantial uncertainty concerning the outcome of transactions involving distressed companies, there is a potential risk of loss by the Funds of their entire investment if the Funds make an investment in the equity or debt of such company. Described below are a few of the common risks associated with investments in distressed Assets and related bankruptcy risks of which prospective Investors should be aware. Certain Bankruptcy Risks Related to Investments in the Debt or Equity of a Distressed Gaming Company or Software Company As a general matter, there are significant risks when investing in, or transacting with, companies that become involved in formal insolvency proceedings. Many events in such proceedings are the product of contested matters and adversary proceedings that are beyond the control of creditors or equity holders. The duration and result of an insolvency proceeding are difficult to predict and returns on investment can be impacted adversely by delays while a plan of reorganization, asset sale or liquidation is being negotiated, approved by the creditors, and confirmed by a court. The Funds' ultimate realization on an investment in a formal insolvency proceeding will be subject to the process for the allowance of claims or interests and distributions on account of those claims or interests in accordance with the priorities established under applicable law. Certain claims, such as claims for taxes, wages, and certain trade claims, may have priority by law over the claims of general unsecured or secured creditors or the administrative costs in connection with an insolvency proceeding are frequently high and can be expected to be paid out of the debtor's estate, sometimes prior to any distributions being made to creditors. Further, the Funds may be required in some cases to accept cash or securities or other consideration with a value less than the Funds’ original investment, or may be required to accept payment of their allowed secured claim over an extended period of time on modified terms, including adjustments to rates of interest where applicable. A Fund's investments in a distressed company and transfers of the interests in property of such company to a Fund (including in connection with asset acquisitions, the taking of guarantees, the origination or acquisition of loans, and the acquisition of securities or other financial instruments) may also be adversely affected by objections to such claims and transfers brought by a debtor, a trustee acting on behalf of the debtor's estate, or in some cases statutory or ad hoc committees

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Haveli currently provides investment supervisory services to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the General Partner of each such Fund, if applicable) and not individually to Investors in such Fund. See Item 4 – Advisory Business.

Certain of the Funds pay performance-based fees, including the payment of Carried Interest or incentive allocations, which vary across the Funds. The General Partner, or an affiliate, of each Fund receives performance-based fees from the Funds it manages. The precise amount of, and the manner and calculation of, Carried Interest and incentive allocations are detailed in each applicable Fund's Organizational Documents. Carried Interest and incentive allocations paid by a Fund are indirectly borne by the Investors in a Fund. Performance-based fees differ

from one Fund to another, as well as among Investors in the same Fund. Certain Funds and Investors in such Funds incur lower or no Carried Interest. In addition, certain co-Investors or co-investment vehicles may pay Carried Interest, which may be at different rates than a Fund. While Haveli generally considers performance-based compensation to better align its interests with those of its Investors, we understand that there exist various conflicts of interest inherent in such arrangements. The payment of Carried Interest and incentive allocation by some, but not all Funds, and the payment at varying rates (or varying effective rates) creates an incentive for Haveli to disproportionately allocate time, services, or functions to Funds paying Carried Interest, or the Funds paying Carried Interest at a higher rate, or to allocate investment opportunities to such Funds. Generally, and except as maybe otherwise set forth in the Organizational Documents of the Funds, this conflict is mitigated at least in part by (i) certain limitations on the ability of Haveli to establish new investment funds; (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously; and/or (iii) contractual provisions or procedures setting forth investment allocation requirements. Further, the existence of performance-based fees has the potential to create an incentive for a General Partner to make more speculative portfolio investments on behalf of a Fund than it would otherwise make in the absence of such a performance-based arrangement. Haveli also has an incentive to dispose of or exit a Fund’s investments at a time and in an order that would generate the highest performance allocation or Carried Interest, even if it might not be in the Fund’s interest to dispose of the investments in that manner. Further, while subject to change over the life of a Fund, during certain periods United States tax treatment of performance allocations to Haveli’s investment professionals may create incentives for Haveli to hold a Fund’s investments for longer periods in order for gains from their dispositions or exits to qualify for more favorable tax treatment under the any Carried Interest rules in place at the time, even if it would be in the Fund’s interest to hold the investment for a shorter period. Haveli has established procedures to address these potential conflicts of interest to ensure that transactions and investment opportunities are allocated to the Funds on a fair and reasonable basis and in accordance with each Funds' investment guidelines and Organizational Documents.

Haveli BD (CRD No. 323042), an affiliate of Haveli, is registered with the Securities and Exchange Commission as a broker-dealer. For a description of material conflicts of interest created by Haveli’s relationship with Haveli BD, as well as a description of how such conflicts are handled, please see “Participation of Haveli BD and Related Entities in Capital Markets Activity” in Item 11 below. Haveli and its management persons are not registered as, and do not have any application to register as, a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Haveli generally does not recommend or select other investment advisers for the Funds. Various limited liabilities companies serve as General Partners of the Funds, and are related persons of Haveli For a description of material conflicts of interest created by the relationship

among Haveli and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below.

Code of Ethics Haveli has adopted a written Code of Ethics (the "Code") that is applicable to its employees pursuant to Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”). The Code is designed to establish guidelines for professional conduct, monitor employee’s personal securities transactions including certain pre­clearance and reporting obligations, and identify and mitigate conflicts of interest with Haveli’s clients. The Code includes rules of conduct, policies, and procedures to prevent the misuse of material, non-public information in Haveli’s possession, and personal trading policies. Haveli’s internal review, including quarterly and annual reporting requirements, and defined rules of business conduct are all intended to prevent or detect potential conflicts of interest. The Code subjects employees to restrictions on activities and securities trading and requires reporting of information on personal trading activities. Pursuant to the Code, employees are required to file certain periodic reports with Haveli as required by Rule 204A-1 under the Advisers Act including initial, and thereafter, annual, holdings reports as well as quarterly transaction reports or equivalent brokerage statements, detailing the securities held, purchased, or sold during the relevant period. Employees must pre-clear securities trades, subject to certain exceptions, to allow Haveli to adequately identify and address conflicts of interest in a timely manner and prevent the misuse of material non-public information. Employees who violate the Code may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, suspension, or dismissal. Employees are also required to promptly report any violation of the Code of which they become aware. Employees are required to annually certify compliance with the Code. Haveli reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. Haveli will make the Code available to any client or prospective client upon request by contacting Haveli’s Chief Compliance Officer ("CCO") by phone at 512-987-7314 or by email at Compliance@Havelii.com. Participation or Interest in Client Transactions Haveli and certain employees and affiliates of Haveli may invest in and alongside the Funds, either through the General Partners, as direct Investors in the Funds or otherwise. A Fund or its General Partner, as applicable, may reduce all or a portion of the Management Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential Investors in a Fund (including purchasers of a limited partner’s interests in a secondary transaction) or a co-investment opportunity (see below) may ask different questions and request different information, Haveli in certain circumstances provides certain

information to one or more prospective Investors that it does not provide to all of the prospective Investors or limited partners. Conflicts of Interest In the ordinary course of conducting its activities, it is possible that the interests of a Fund will conflict with the interests of Haveli. As an investment management firm, Haveli will continue to engage in activities that may conflict with the interests of Investors, the Funds and/or any investment. From time to time, the affiliates may have multiple advisory, transactional and financial and other interests in, and transactions with, the Funds and their assets, and therefore may be subject to various conflicts of interest in their relationships with the Funds. The discussion below enumerates certain actual and potential conflicts of interest. By acquiring an interest, each Investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and, to the extent possible under applicable law, to have waived any claim with respect to the existence of any such conflict of interest and any profits arising therefrom. While Haveli endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. Haveli will address all conflicts of interest using its reasonable judgment, but in any case, in its sole discretion. In resolving conflicts, Haveli may consider various factors, including the interests of the Funds it advises in the context of both the immediate issue at hand and the longer-term course of dealing among Funds. There can be no assurance that Haveli will resolve all conflicts of interest in a manner that is favorable to a particular Fund and the Funds’ Investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any rights to consent to them as they arise. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: 1. Haveli will consider the appropriateness of an investment from the viewpoint of a Fund; 2. Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Organizational Documents for the Funds; 3. Many of the Funds have established an advisory committee, consisting of representatives of Investors not affiliated with Haveli. The advisory committees meet as required to consult with Haveli as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, Haveli will be guided by its good faith discretion; 4. Where Haveli deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; 5. Haveli has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest; and 6. Prior to subscribing for interests in a Fund, each Investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. Haveli may consult the advisory committee with respect to certain conflict situations or matters. However, there is no assurance that such conflict will be resolved favorably for the Funds or that the Funds' investments will not be affected by such conflicts or situations.

Client and Other Relationships Haveli and/or its principals have existing and potential relationships with a significant number of corporations and institutions and individuals. In connection with services to be provided by Haveli to the Funds, affiliates may face conflicts of interest with respect to activities recommended to or performed for such clients, on the one hand, and the Funds, the Investors or the entities in which the Funds invests, on the other hand. In addition, these client relationships may present conflicts of interest in determining whether or not to offer certain investment opportunities to the Funds. Haveli will seek to develop financial and advisory relationships with clients worldwide. Certain clients of Haveli (including, without limitation, the Funds) may invest in entities in which Haveli and/or its personnel, principals or affiliates holds an interest and in providing services to its clients, Haveli may recommend activities that would compete with or otherwise adversely affect the Funds or the Funds' investments. It should be recognized that such relationships may indirectly preclude the Funds from engaging in certain transactions and may constrain the Funds' investment flexibility. In particular, Haveli may also act as investment adviser, investment manager and/or in another capacity on behalf of or for third parties that invest, or may invest for their own account, in Assets (including assets in competition to those of the Funds and investments invested by the Funds) and may engage in, advise or possess an interest in other business ventures with persons competing with the investments or with the Funds for investment opportunities within the investment objective. Accordingly, it is possible that Haveli or its personnel may take for itself, or advise such third parties to take, positions that are adverse to the interests of the Funds and/or the Investors. In addition, no interested party will be required to offer the Funds co-investment opportunities in these or other circumstances and no guarantees can be given that any owners of Assets who seek advice from or retain an interested party in another capacity will provide any investment opportunities for the Funds. Such relationships could influence affiliates to take actions, or forbear from taking actions, which an independent investment manager might not take or forbear from taking. An interested party may give advice, and take action, with respect to any of Haveli's clients or proprietary accounts that may differ from the advice given, or may involve a different timing or nature from action taken, by Haveli on behalf of the Funds. An interested party may give advice and provide recommendations to persons competing with the Funds and/or any investments that are contrary to the interests of the Funds and/or any investments. From time to time, an interested party (including, without limitation, a member of Haveli), may serve on the board of directors or hold another senior position with a corporation or other institution which may desire to sell an investment to, acquire an investment from or otherwise engage in a transaction with, the Funds. The presence of the interested party in such a circumstances may require such interested party to recuse himself or herself from participating in the transaction, or cause the corporation or other institution or Fund to determine that it is unable to pursue the transaction because of a potential conflict of interest, any of which circumstances may limit the investment opportunities of the Funds, constrain the ability of the Funds to engage in the transaction or require it to divest certain investments or assets, all of which could have an adverse effect on the target results. Participation of Haveli BD and Related Entities in Capital Markets Activity Haveli expects to leverage its internal expertise in structuring and executing a wide array of capital markets transactions across the Funds, including those involving existing, prospective and former

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As Funds invest primarily in private equity ventures, Haveli anticipates that investments in publicly traded securities will be infrequent occurrences (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, goingprivate transactions, etc.). However, to meet its fiduciary duties to the Funds, Haveli has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. In determining the broker-dealers through which to initiate securities transactions for Funds, it is Haveli’s policy to obtain “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and researched services (as discussed below). “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In selecting a broker-dealer, Haveli reserves the right to consider various relevant factors, although no one factor is determinative in the decision-making process, they include, but are not limited to, best price; current market conditions; time constraints; liquidity; volatility in the markets;

volatility in the particular type of security or asset; size and type of transaction; the nature and character of the market for the security or asset in the transaction; confidentiality; execution efficiency; settlement capabilities; financial condition of the broker-dealer; full range and quality of the broker-dealer's services; the responsiveness, reputation, reliability, and experience of the broker-dealer; the reasonableness of any commissions or spreads, difficulty of execution, ability and willingness to commit capital to the transaction; past effectiveness in executing illiquid or difficult types of securities or assets or difficult types of orders; and the value of brokerage and research servicesprovided. Accordingly, the transactions will not always be executed at the lowest available price or commission. In addition, Haveli may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-thecounter securities with market makers, Haveli generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold.

Haveli does not receive “soft dollars” in connection with its use of broker-dealers. Aggregation of Trades Haveli and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. Haveli often employs this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. Haveli and its affiliates may combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, Haveli and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon Haveli’s procedures for allocation of investment opportunities, as described in Item 11 above. In order to monitor best execution, Haveli’s CCO will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of Haveli and a Fund.

Except as otherwise described herein, Haveli does not receive economic benefits from nonclients for providing investment advice and other advisory services. Haveli has in the past, and may from time to time in the future, engage one or more persons to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential Investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential Investors to such Fund that are subsequently accepted. Management Fees received by Haveli are generally reduced by the amount of such fees paid by the Fund. Please see “Strategic Service Provider – Co-Investment Rights” in Item 11 for more information.

ITEM 15: CUSTODY

There are no disciplinary events material to our advisory business or the integrity of our management to report.

Oversight and Monitoring The investment portfolios of the Funds are generally private, relatively illiquid and long-term in nature, and accordingly Haveli’s review of them is not directed toward a short-term decision to dispose of securities. However, Haveli closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team of investment professionals on an on-going basis. The team generally includes senior level investment professional of Haveli. Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 120 days after the fiscal year end of such Fund, as well as quarterly performance reports within 30 days after each fiscal quarter end. Haveli and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Fund to one or more Investors in such Fund as they deem appropriate.

Investment advice is provided directly to the Funds, subject to the direction and control of the General Partner of each Fund, and not individually to the Investors in the Funds. Haveli, subject to the investment policies, objectives, and limitations set out in the Organizational Documents of the Funds, has full discretionary authority over the investments made on behalf of the Funds. This discretionary authority includes the ability to select the type, amount, and price of the investments bought and sold on behalf of the Funds, including the selection of, and commissions paid to, broker-dealers, and to investment bankers and other professionals.

As required by Rule 206(4)-6 under the Advisers Act, Haveli has adopted and implemented written policies and procedures for voting proxies with respect to securities owned by the Funds for which Haveli exercises voting authority and discretion. It is Haveli’s general policy to vote or give consent on all matters presented to security holders in any vote. However, Haveli reserves the right to abstain on any particular vote or otherwise withhold its vote or consent on any matter if, in the judgment of Haveli’s CCO, or the relevant Haveli investment professional, the costs associated with voting such vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct Haveli’s vote. All voting decisions initially are referred to the Chief Executive Officer/Chief Investment Officer (the “CEO/CIO”) and Chief Operating Officer (the “COO”) for appropriate investment professional for a voting decision. In most cases, Haveli’s CEO/CIO and COO will make the decision as to the appropriate vote for any particular vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. The CEO/CIO and COO will inform the CCO and General Counsel of any such voting decision, and if neither the CCO nor the General Counsel objects to such decision as a result of his or her conflict-of-interest review, the vote will be voted in such manner. The CEO/CIO and COO, on one hand, and the CCO or General Counsel, on the other hand, will review the issues and arrive at a decision based on the overriding principle of seeking the maximization of the economic value of the relevant Funds’ holdings. Haveli’s CCO has the responsibility to monitor votes for any conflicts of interest, regardless of whether they are actual or perceived. All voting decisions will require a mandatory conflicts of

interest review by Haveli’s CCO in accordance with these policies and procedures, which will include consideration of whether Haveli or any investment professional or other person recommending how to vote has an interest in how the vote is voted that may present a conflict of interest. In addition, all Haveli investment professionals are expected to perform their tasks relating to the voting of votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. Haveli’s CCO will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds. Where Haveli’s CCO deems appropriate in his or her sole discretion, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist Haveli in fulfilling all or part of its voting obligations. In this regard, Haveli can retain independent fiduciaries, consultants, or professionals to assist with voting decisions and/or to which voting and/or consent powers may be delegated in accordance with its proxy voting policies and procedures. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund and copies of proxy voting policies are available to any client or prospective client upon written request to: Haveli Compliance at Compliance@Havelii.com.

Haveli has no events requiring disclosure under this Item of the brochure. Haveli does not require or solicit prepayment of Management Fees six months or more in advance.