Hill City Capital, LP

Hill City Capital LP (hereinafter “Hill City Capital”,,” “Hill City”,,” “we”,,” “us”,,” “our”,,” “Investment Manager” or the “Firm”) is organized as a Delaware limited partnership with a principal place of business in Boston, Massachusetts. Hill City Capital is controlled by its general partner, Hill City GP LLC, a Delaware limited liability company. Herbert Frazier (the “Chief Investment Officer” or “CIO”) is the managing member of Hill City GP LLC. This Brochure also covers Hill City Capital GP LLC (the “Fund General Partner”) and Hill City Fund I GP LLC (the “Hill City Fund Manager”), each of which is a limited liability company organized under the laws of the state of Delaware. The Fund General Partner and Hill City Fund Manager are affiliates of Hill City Capital, with the Fund General Partner serving as the general partner of certain of the Funds, and Hill City Fund Manager serving as manager of certain of the Funds (as defined below). Hill City serves as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. Hill City Capital currently manages the following private, pooled investment vehicles on a discretionary basis:

Hill City Capital Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”); Hill City Capital Onshore Fund LP, a Delaware limited partnership (the “Onshore Fund” and, together with the Offshore Fund, the “Feeder Funds”); and Hill City Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”).

The general partner of the Onshore Fund and the Master Fund is the Fund General Partner. The Master Fund, the Onshore Fund and the Offshore Fund are herein collectively referred to as the “Hill City Master Funds” unless otherwise described. The Feeder Funds invest substantially all of their assets in the Master Fund. Hill City Capital also manages the following private, pooled investment vehicles on a discretionary basis:

Hill City Fund I LLC (the “Hill City Fund I”), a Delaware limited liability company; Hill City Fund II LLC (the “Hill City Fund II”), a Delaware limited liability company; and Hill City Fund III LLC (the “Hill City Fund III”), a Delaware limited liability company.

The manager of Hill City Fund I, Hill City Fund II and Hill City Fund III is the Hill City Fund Manager. Hill City Fund I, Hill City Fund II and Hill City Fund III are herein collectively referred to as the “Hill City Funds” unless otherwise described. The Hill City Master Funds and Hill City Funds are collectively referred to herein as the “Funds” and each is referred to individually as a

-5-

“Fund.” The Onshore Fund’s “Limited Partners,” the Offshore Fund’s “Shareholders” and the Hill City Funds’ “Stockholders” are hereafter collectively referred to as the “Investors” where appropriate and each is referred to individually as an “Investor”..” Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not participate in any Wrap Fee Programs at this time. As of December 31st, 2025, Hill City has $4,864,041,930 in regulatory assets under management, all managed on a discretionary basis. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, investment strategies pursued, and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in its respective Offering Documents.

The fees applicable to the Funds are set forth in detail in the corresponding Fund’s Offering Documents. A brief summary of such fees is provided below. Management Fee With respect to the Hill City Master Funds, Hill City Capital is paid an investment management fee (“Management Fee”) for management services for each fiscal quarter. The Management Fee will be payable quarterly in advance in an amount ranging from 0.25% to 0.375% (approximately ranging from 1.00% to 1.50% annualized) of the net asset value of each Investor’s capital account as of the beginning of the then-current calendar quarter, computed prior to the payment or accrual of any Management Fee or Incentive Allocation (as defined below). With respect to the Hill City Funds, Hill City Capital is paid a Management Fee for management services for each fiscal quarter. The Management Fee will be payable quarterly in advance in an amount ranging from 0.125% to 0.250% (approximately ranging from 0.50% to 1.00% annualized) of each Investor’s aggregated Capital Contributions to the Company, less any distributions to such Investor in respect of the Portfolio Company that represent Capital Distributions. The capital account of an Investor admitted other than on the first business day of a calendar quarter (and the capital account of an Investor that makes an additional capital contribution on a day other than the first business day of a calendar quarter) will be subject to a pro rata portion of the Management Fee charged for such quarter based upon the portion of the quarter for which it is an Investor. No portion of the Management Fee will be refunded if an Investor is permitted to withdraw on a date other than the end of a calendar quarter.

-6-

Hill City Capital, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any Investor. However, no such waiver, reduction or rebate will adversely impact any other Investor or cause them to bear a higher portion of the Management Fee than they would bear absent such waiver, reduction or rebate. Incentive Allocation With respect to the Hill City Master Funds, the Fund General Partner is generally entitled to receive an incentive allocation (“Incentive Allocation”). Generally, at the end of each fiscal year (or other accounting period when a calculation of the Incentive Allocation is required) of the Hill City Master Funds, the Fund General Partner will have reallocated to its capital account in the Hill City Master Funds an amount equal to a portion of the Net Increase attributable to each Investor’s capital account maintained for its Interests for such fiscal year, provided that no Incentive Allocation shall be made for a given fiscal year (or other accounting period), from such Investor unless the Net Increase equals or exceeds the Hurdle Amount (as defined below) for the applicable fiscal year (or other accounting period). The “Hurdle Amount” for each fiscal year (or other accounting period) shall be the amount equal to the return that would have accrued had an Investor’s capital contribution achieved a five percent (5%) annual rate of return. The Incentive Allocation will generally be 20%. The Fund General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any Investor. However, no such waiver, reduction or rebate will adversely impact any other Investor or cause them to bear a higher portion of the Incentive Allocation than they would bear absent such waiver, reduction or rebate. With respect to the Hill City Funds, the Hill City Fund Manager is generally entitled to receive carried interest (“Carried Interest”). The Hill City Fund Manager will apportion each Investor’s share of distributable assets of the Company between Net Profit Distributions and Capital Distributions. I. first, amounts constituting Capital Distributions shall be distributed one hundred percent (100%) to such Investor until it has received cumulative distributions equal to the aggregate Capital Contributions made by such Investor (less any previously returned Capital Contributions); II. second, all amounts (i.e., Net Profit Distributions and Capital Distributions) shall be distributed one hundred percent (100%) to such Investor until such Investor has received cumulative distributions pursuant to this Section II and Section IV equal to the Unpaid Priority Return; III. third, all amounts shall be distributed one hundred percent (100%) to the Hill City Fund Manager until the Hill City Fund Manager has received cumulative distributions pursuant to this Section III and Section IV with respect to the applicable Investor an amount equal to fifteen percent (15%) of the sum of the aggregate amount distributed to such Investor pursuant to Sections II and IV and the aggregate distributions to the Hill City Fund Manager pursuant to this Section III and Section IV; IV. thereafter, all amounts shall be distributed eighty-five percent (85%) to such Investor and fifteen percent (15%) to the Hill City Fund Manager. The Hill City Fund Manager, in its sole discretion, may elect to reduce, waive or calculate differently the Carried Interest with respect to any Investor. However, no such waiver, reduction or rebate will adversely impact any other Investor or cause them to bear a higher portion of the Carried Interest than they would bear absent such waiver, reduction or rebate.

-7-

Payment of Fees Fees and compensation paid to Hill City or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed above, Management Fees are generally deducted on a quarterly basis and the Incentive Allocation or Carried Interest is generally deducted on an annual basis. Other Types of Fees or Expenses Hill City is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable. The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. Subject to variations in each Fund’s Offering Documents (and as further described therein), a Fund will pay, whether directly or through reimbursement of the Investment Manager or one of its affiliates, all investment-related expenses (e.g., brokerage commissions and transaction costs, clearing and settlement charges, custodial fees, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments, and research-related expenses, including, without limitation, investment consultants, and news and quotation equipment and services (including fees for data and software providers)); expenses related to risk management provided by third parties; third-party valuation services; investment-, operations- and tradingrelated software, including trade order management software (i.e., software used to route trade orders); expenses related to connectivity with risk and trade processing systems; expenses relating to reports provided to Investors; legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Fund and for their respective portfolios); insurance costs incurred in connection with the Fund’s business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for the Offshore Fund’s and the Master Fund’s Advisory Board and board of directors “Board”, and Hill City, the Fund General Partner, the Hill City Fund Manager, and their respective affiliates); accounting, audit and tax preparation expenses; organizational expenses; expenses relating to the offer and sale of the interests/shares in the Feeder Funds including legal and related fees and expenses in negotiating agreements and other documents; fees and expenses relating to proxy voting research, reporting, execution and recordkeeping services; taxes; fees and expenses of the administrator (including for certain middle-office services), the Board and Advisory Board of the Offshore Fund and the Master Fund and the anti-money laundering officers of the Offshore Fund and the Master Fund; expenses related to the maintenance of the Fund’s registered office; extraordinary expenses (including, without limitation, fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Fund or any trading vehicle); and other similar expenses related to the Fund as determined by the General Partner, Hill City Fund Manager or the Board and Advisory Board, as applicable, in its sole discretion. Generally, all expenses borne by the Funds, other than the Management Fee and any expenses that the Fund General Partner, Hill City Fund Manager or the Firm determines should be allocated to a particular Investor (e.g., investor-

-8-

related taxes), will be shared by all of the Investors in the Funds on a pro rata basis in accordance with their partnership percentages or share balance. The Feeder Funds will also be responsible for their pro rata portion of the Master Fund’s costs and expenses, including the fees and expenses of the Advisory Board (as defined in the Offering Documents). A portion of the Feeder Fund’s and/or the Master Fund’s operating expenses may be shared with other investment entities or accounts managed by the Investment Manager, the Fund General Partner, Hill City Fund Manager or their affiliates on an equitable basis and such Fund may likewise share a portion of the operating expenses of such other investment entities and accounts. The Firm may, in its sole and absolute discretion, bear any of the Fund’s expenses described above; provided,provided that if the Firm bears any such expenses, it will not be required to continue to bear such expenses and may thereafter cause the Fund to bear such expenses. To the extent that any such expenses are provided or paid for by the Fund General Partner or Hill City Fund Manager (in excess of its ratable share) or the Firm, the applicable Fund will reimburse the Fund General Partner or Hill City Fund Manager and/or the Firm, as the case may be, for such expenses. If any of the above expenses are incurred jointly for the account of a Fund and any other investment funds, client accounts and proprietary accounts sponsored or managed by the Fund General Partner, Hill City Fund Manager, the Firm or their affiliates (each, an “Other Account“), such expenses will be allocated among the applicable Fund(s) and such Other Accounts based on the relative assets under management, or in such other manner as the Fund General Partner, the Hill City Fund Manager, or the Firm considers fair and reasonable. There will be no sales charges payable to the Funds, the Fund General Partner, the Hill City Fund Manager or the Firm in connection with the offering of interests in the Funds. Additional Compensation and Conflicts of Interest Neither Hill City nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

The descriptions set forth in this Brochure of specific advisory services that we offer to clients, and investment strategies pursued, and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines as set forth in the Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. Methods of Analysis and Investment Strategies The investment objective of Hill City is to generate attractive absolute net returns for Investors, as measured over multiple years while minimizing the probability of permanent loss of capital. The Fund’s investment strategy is characterized by a concentrated portfolio, a long-duration investment horizon, a rigorous fundamental investment process and active engagement with management. Hill City believes that to achieve its objective, its investment process must be differentiated, transparent and highly disciplined. While Hill City will look to focus on sectors and companies in which it has deep expertise, it does not expect to earn excess returns unless it rejects the consensus view. Hill City judges the attractiveness of investments by its degree of variant perception and its understanding of why it exists. These differentiated opinions arise when it takes a contrarian view, or when it believes the market underestimates the magnitude of fundamental headwinds or tailwinds. This necessitates an internal, proprietary research process that is disconnected from the diligence of the sell-side community and other investors. Hill City makes investment decisions on the basis of fundamental security analysis. Such analysis is premised on research into industries in which the company operates, as well as the capital structure, financial statements and management of the company. Hill City conducts such research by reference to, among other things, regulatory filings by issuers, data provided by regulatory agencies, discussions and meetings with executives and industry experts, periodicals and on-line news sources, third-party research and independent data providers. Through such research, Hill City forms judgments about the industry’s structure and challenges, the company’s competitive advantage within that industry, the company’s operations and management expertise, financial strength, valuation and outlook. These findings are then compared to the consensus view. The Funds intend to invest in global equities, with a primary geographical focus on North America and other Developed Markets. The Funds may also take positions in other securities, derivatives and financial instruments as part of the investment process. Hill City may invest the Fund’s assets in privately placed unregistered securities that do not have a readily ascertainable market value or other illiquid securities which may be valued but are not freely transferable.

-10-

There can be no assurance that a Fund’s investment objective will be achieved, and certain trading practices (e.g., the use of leverage, short sales, the concentration of investments, and use of commodities or derivatives) may, in some circumstances, increase any adverse impact to which the Funds may be subject. Risk of Loss An investment in the Fund may be deemed to be a speculative investment and is not intended as a complete investment program. The Fund is designed only for sophisticated persons who are able to bear the risk of an investment in the Fund. The following does not purport to be a summary of all of the risks associated with an investment in the Fund. Rather, the following describes certain specific risks to which the Fund (and, therefore, the Investors) is subject and with respect to which the Fund General Partner, the Hill City Fund Manager and the Investment Manager strongly encourage potential investors to carefully consider and to consult regarding the same with their professional advisors, as they deem necessary. Investment Risks and Concentration. An investment in the Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s investment program will be successful. The Investment Manager will be investing substantially all of the Fund’s assets in a limited number of securities. Therefore, the Fund’s will be much more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of the securities than a less concentrated portfolio would be. As a result, the Fund's aggregate return may be volatile. All securities and related investments by the Fund create the risk of the loss of capital. Equity Securities Generally. The Fund intends to invest in equity securities and equity-related securities of public and private companies in the U.S. and other countries. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Manager’s expectations or if equity markets generally move in a single direction and the Fund has not hedged against such a general move. The Fund also may be exposed to risks that issuers will not fulfil contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering or otherwise qualifying restricted securities for public resale. Equity Price Risk. The Fund’s investment portfolio may include long and short positions in equity securities. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Fund. Undervalued Equity Securities. The Fund’s investment strategy focuses on investing in companies that the Investment Manager believes are undervalued, particularly from a longerterm perspective. Opportunities in undervalued equity securities arise from market inefficiencies or due to a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of investment opportunities in undervalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired, particularly given the Investment Manager’s desire to identify securities that are undervalued based on longer-term -11-

projections. While investments in undervalued securities offer the opportunities for aboveaverage capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Convertible Securities and Investments in Equity-Related Convertible Securities. The Fund may invest a portion of its capital in convertible securities and equity-related convertible securities. Convertible securities are equities, bonds, debentures, preferred stocks or other securities that may be converted into or exchanged for a specified fixed or variable amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is influenced principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be required, depending on the terms of the security, to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to meet its investment objective. Investments in Preferred Stock. The Fund may invest in the preferred shares of certain companies. Preferred shares may pay dividends at a specific rate and generally have preference over common stock in the payment of dividends in a liquidation of assets but rank after debt securities. Unlike interest payments on debt securities, dividends on preferred shares are generally payable at the discretion of the board of directors and advisory board of the issuer. The market prices of preferred shares are subject to changes in interest rates and are more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Regulatory Restrictions. The investment strategies pursued by the Fund may be affected by U.S. state and federal laws governing the beneficial ownership of securities in public companies, which may inhibit the Fund’s ability to freely acquire and dispose of certain

-12-

Read the rest in the brochure

Hill City provides investment management services to the Funds, as described in Item 4, its only clients. Investors in the Funds may consist of U.S. and Non-U.S.non-U.S. institutional investors, charitable foundations, endowments, pension plans, funds of funds, private or family-owned investment entities, trusts and individuals. Investors in the Funds must meet certain qualification requirements under applicable federal securities and commodities laws as set forth in each Fund’s Confidential Offering Documents. The Funds’ stated minimum

-9-

initial investment is $5,000,000. Minimum investment amounts may be waived by Hill City in its sole discretion.

We and our affiliates accept performance-based compensation from every client as noted in Item 5. As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients.

Neither we nor our management persons are registered as broker-dealers, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. We and our management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. We do not recommend or select other investment advisers for our clients.

Code of Ethics Hill City has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Fund and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are generally discouraged from maintaining personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives). Employees must obtain pre-approval from the CCO for all trades in Reportable Securities. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees are not required, however, to obtain pre-clearance for personal investments in certain other asset classes and goods, including certain investments in residential real estate and mutual funds, whether or not our clients have invested in the same or similar assets.

-27-

Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request. Investors may make such a request by contacting us at the email address listed on the first page of this document. Securities in which Hill City Capital or a Related Person Has a Material Financial Interest Cross Transactions Investment advisers that manage accounts for multiple clients also have a number of obligations and limitations regarding their ability to effect transfers of securities from one client to another (each such transfer, a “Cross Trade”). To the extent that we determine that it would be in the best interests of certain clients to engage in a Cross Trade (which can happen for a variety of reasons, including tax purposes, liquidity purposes, to rebalance client portfolios, or to reduce transaction costs that may arise in an open market transaction), we will follow a policy whereby we determine that the trade is in the best interests of both of the clients involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the “Advisers Act) due to the ownership interest in a Fund by the Fund General Partner, Hill City Fund Manager or otherwise, Hill City or its personnel, for the avoidance of doubt, we will comply with the requirements of Section 206(3) of the Advisers Act for any principal transactions. To the extent that we engage in any such transactions, we will obtain written approval from all impacted Investors. In no event will any principal transaction, Cross Trade, related-party transaction or other transaction or relationship involving actual conflicts of interest, be entered into unless it complies with applicable law. Investing in Securities that Hill City Capital or a Related Person Recommends to Clients To the extent that we, or any of our affiliates or employees transact in or hold securities that are also held by clients, Hill City, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for our clients. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by our clients. We and/or our affiliates may, from time to time, offer one or more Investors, Investors in other clients, and/or other third-party investors the opportunity to co-invest with the Funds in particular investments. We and our affiliates are not obligated to arrange co-investment opportunities, no Investor will be obligated to participate in such an opportunity, and we may offer co-investment opportunities only to certain of the persons referenced above in our sole discretion. We and our affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Investor and may allocate co-investment opportunities instead to Investors in other client vehicles or to third parties. If we determine that an investment opportunity is too large for the Funds, we and our affiliates

-28-

may, but will not be obligated to, make proprietary investments therein. We or our affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Other terms and rights applicable to such co-investors (including without limitation, withdrawal rights, information rights and the terms related to the particular structure of any co-investment vehicle) may also differ from the terms and rights applicable to Investors as well as among coinvestors. Conflicts of Interest Created by Contemporaneous Trading Investment advisers that manage accounts for multiple clients have a number of obligations governing their allocation of orders and their ability to aggregate trades across clients. To the extent we have multiple clients that are both investing in the same securities, we will allocate investment opportunities to those clients on a fair and equitable basis, to the extent practical and in accordance with clients’ applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate.

Hill City is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Best Execution In selecting an appropriate broker-dealer to effectaffect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration relevant factors, including, but not limited to, price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; the difficulty of execution; the broker or dealer’s expertise in the relevant market or sector; the extent to which the broker or dealer makes a market in the security or has access to such market; the broker or dealer’s skill in positioning the relevant market; the broker or dealer’s facilities, reliability, promptness and financial stability; the broker or dealer’s reputation for diligence and integrity (including in correcting errors); confidentiality considerations; the quality and usefulness of research products and services and investment ideas presented by the broker or dealer; and other factors deemed appropriate by the Firm. Soft Dollars

-29-

The use of brokerage commissions to obtain research and brokerage products and services creates a conflict of interest between the Investment Manager and the Funds. This may result in the Funds paying higher brokerage commissions than might be paid if transactions were effectedaffected through brokers that do not provide such services. To the extent that the Investment Manager is able to acquire these research and brokerage products and services without expending its own resources or at reduced prices, the Investment Manager’s use of “soft-dollars” would tend to increase its profitability. Such research and brokerage products and services may also be used by the Investment Manager in its other investment activities, and therefore, the Funds may not, in any particular instance, be the direct or indirect beneficiary of the research and brokerage products and services provided. In addition, the availability of these non-monetary benefits may influence the Investment Manager to select one broker rather than another to perform services for the Funds. Although the Investment Manager does not anticipate that it will generate a significant amount of “soft dollars”, to the extent it does, it is anticipated that the use of commissions or “soft dollars” to pay for research and brokerage products and services will fall within the safe harbor created by Section 28(e) of the Exchange Act.

Brokerage for Client Referrals Neither Hill City nor any related person receives client referrals from, or pays compensation for client referrals to, any broker-dealer or third party. Separately, and subject to our best execution obligations, capital introduction services and marketing assistance provided by a broker-dealer with respect to Investors in the Funds may be considered as one of many factors when selecting broker-dealers to execute transactions on behalf of the Funds. Directed Brokerage We do not recommend, request, or require that a client direct us to execute transactions through a specified broker-dealer.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals.

To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor’s or prospective investor’s evaluation of our advisory business or the integrity of our management.

Hill City and its investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Offering Documents of the Fund’s. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each client’s portfolio. Such reviews are conducted by our officers. A review of a client account may be triggered by any unusual activity or special circumstance. Directly or through a third-party administrator, Hill City expects to make the information described below available to all continuing Investors in the Fund:

Monthly unaudited account statements for the Hill City Master Funds;

-30-

Quarterly unaudited account statements for the Hill City Funds; Schedule K-1 (where applicable) as soon as practicable after the fiscal year-end; and Audited Fund financial statements.

Hill City does not maintain direct custody or possession of any Fund assets; however, Hill City is deemed to have custody of client funds in its capacity as a related person to the Fund General Partner and the Hill City Fund Manager.Hill City does not maintain direct custody or possession of any of the Fund’s assets, but Hill City is deemed to have custody of clients funds in its legal capacity as a related person to the Fund General Partner and the Hill City Fund Manager. Hill City is subject to Rule 206(4)-2 (often referred to as the “Custody Rule”) under the Advisers Act. Accordingly, Hill City has engaged an independent accounting firm registered with, and subject to inspection by, the Public Company Oversight Board (PCAOB) to perform an annual audit of each Fund. Upon completion of the relevant Fund’s annual audit, we will ensure that the Fund’s audited financials are distributed to Investors within 120 days of such Fund’s fiscal year end. In addition, Hill City has engaged “qualified custodians” (as defined in the Custody Rule) to hold the assets of the Funds that must be held with a qualified custodian pursuant to the Custody Rule. These qualified custodians do not send statements to Investors in the Funds.

Hill City has full discretionary investment authority with respect to the Funds, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities. Our investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its Offering Documents. We, or one of our affiliates, have entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which we (or any applicable affiliate) hashave been granted discretionary trading authority.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (each, a “Proxy” and collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable client’s best interests and is in line with the client’s investment objectives.

-31-

We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.

Generally, Investors may not direct our vote in a particular solicitation. Conflicts of interest may arise between the interests of our clients and us or our affiliates. If we determine that we may have, or be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.

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

-32-