Hivemind Capital Partners, LLC

Hivemind Capital Partners LLC (“we,” “us,” “our,” the “Adviser”) is a Delaware limited partnership that was formed in November 2021. The Adviser is principally owned and controlled by Hourglass Digital Group, Inc. Hourglass Digital Group, Inc. is principally owned by Yechuan Zhang and AIC Capital US LLC. We provide discretionary investment advice to private funds (each a “Private Fund”) and co-investment vehicles (each a “Co-Investment Fund”) (Private Funds and Co-Investment Funds together being the “Funds”). We also generally establish a general partner or managing member for each Fund that is or is affiliated with the Adviser (the “GP/MM”). In the future, we may also aim to provide investment advice to additional private funds or co-investment vehicles, undertake portfolio management services for institutional clients, and manage separate accounts for institutional investors(“SMAs”). We do not carry out (nor do we intend to carry out) any services at any time for retail investors. References throughout this document to “clients” refer to the Funds and any other private funds and SMAs that we may advise in the future. The Funds are managed in accordance with their own investment objectives, as described in their respective offering documents and governing agreements (together, the “Governing Documents”). We do not expect that we will permit investors in the Funds to impose limitations on the investment activities described in the Funds’ Governing Documents. Under certain circumstances, we may contract with a client to adhere to limited risk and/or operating guidelines imposed by that client. We would negotiate such arrangements on a case-by-case basis. (See Item 16 - Investment Discretion.) We do not participate in wrap fee programs. As of December 31, 2025, we managed approximately $468,245,960 of regulatory assets under management on a discretionary basis. In addition, we have $253,086,454 in assets under advisement. These assets do not meet the definition of and are not included in our regulatory assets under management as we do not provide continuous and regular supervisory or management services as defined by the Form ADV instructions. For these assets under advisement, we may periodically report on investments and provide recommendations, but we do not have discretion over the assets and we do not arrange the transactions, if approved. We do not manage any assets on a non-discretionary basis.

We generally receive management fees, carried interest, and/or other compensation in connection with our advisory services, as described in the Governing Documents. Management Fees As compensation for investment advisory services rendered to the Funds, each Fund’s GP/MM generally receives from each such Fund a management fee that is typically calculated based on (i) either capital commitments during the applicable Investment Fund’s commitment period or invested capital following the termination of such Investment Fund’s commitment period or (ii) the Fund’s prevailing net asset value. Generally, each GP/MM’s eligible management fee is based on a percentage of the foregoing (i.e., either (i) committed capital and thereafter invested capital or (ii) net asset value ranging from 2% to 2.5%. However, actual management fees may be adjusted downward by a dollar-for-dollar offset of certain portfolio company monitoring, transaction and other fees. Certain investors may pay a lower aggregate management fee than those stated above; pay management fees on a different schedule than other

investors; or pay no management fees. Management fees are generally paid to the GP/MM of the applicable Fund in advance and are pro-rated based on the number of days elapsed in such period. The terms of a third-party co-investment vehicle, including management fees paid by such vehicle, are negotiated by the relevant GP/MM and the potential co-investor(s) on a case-by-case basis in their respective sole and absolute discretion and in that regard, certain investors in such vehicles may not pay management fees. Carried Interest The Funds typically pay a carried interest to each Fund’s GP/MM, as further described in Item 6 – Performance-Based Fees and Side-By-Side Management. Expenses Private Funds In addition to the management fee and carried interest, the Funds bear certain expenses as outlined in the Governing Documents. Please review the Governing Documents for each Fund for a detailed description of expenses such Fund will bear. Each Fund will pay expenses that include, without limitation, the Fund’s organizational expenses; winding up, liquidation and dissolution costs, fees and expenses of the Fund; any sales or other taxes, fees or government charges which may be assessed against the Fund, including, but not limited to, registrar filing fees; commissions or brokerage fees or similar charges incurred in connection with the purchase or sale of securities (including any merger fees payable to third parties and whether or not any such purchase or sale is consummated); costs and expenses for software, subscriptions and other databases for purposes of sourcing and monitoring investments; costs and expenses associated with attending industry conferences and marketing expenses for trade associations; the costs and expenses (including travelrelated expenses) of hosting annual and special meetings for the Fund, or otherwise holding meetings or conferences with limited partners, whether individually or in a group; interest expense for borrowed money (if any); all expenses relating to litigation and threatened litigation involving the Fund, including indemnification expenses; expenses attributable to normal and extraordinary investment banking, commercial banking, accounting, auditing, appraisal, legal, fund administration, finder’s, custodial, transfer and registration services provided to the Fund and any expenses attributable to consulting services, including in each case services with respect to the proposed purchase or sale of securities by the Fund that are not reimbursed by the issuer of such securities or others (whether or not any such purchase or sale is consummated); travel expenses in connection with the investment activities of the Fund; expenses associated with outsourcing certain financial reporting, accounting and other administrative services provided to the Fund; costs of financial statements and other reports (including Schedule K-1s) provided to and other communications with the Partners, as well as costs of all governmental returns, reports and filings; governmental registration, filing and licensing costs and fees relating to the Fund, the GP/MM and the Adviser; premiums for liability or other insurance to protect the Fund, the GP/MM, the Adviser and any of their respective direct and indirect partners, members, stockholders, officers, directors, employees, agents or affiliates in connection with the activities of the Fund; and all other expenses properly chargeable to the activities of the Fund. In the discretion of the GP/MM, expenses of any feeder entities may be borne by the Fund.

Co-Investment Funds Co-Investment Funds will pay certain expenses including expenses for the formation, operation, dissolution, winding-up, or termination of the Co-Investment Fund (including all such costs of the GP/MM), organizational expenses, investment expenses, operating expenses, transaction expenses, bookkeeping, accounting and legal expenses, indemnification and advancement expenses, tax returns, valuation costs and expenses. The Private Fund(s) and any Co-Investment Fund(s) shall share common expenses related to a portfolio investments in proportion to the capital invested by each Fund in such portfolio investments and all other expenses in proportion to their relative subscriptions, in each case to the extent practicable.

Methods of Analysis and Investment Strategies Generally Our investment advisory services consist of identifying and evaluating investment opportunities in digital asset ecosystems. Once identified, we will seek to conduct a robust due diligence process and make

investments in assets that are suitable for the Fund. We also deploy a process for managing and monitoring investments and achieving dispositions for investments. Investing in securities involves risk of loss that clients and investors should be prepared to bear. Prospective limited partners should carefully review the specific risk factors within the Funds’ governing documents prior to subscribing to a Fund. Risk Factors General Investment Risks. An investment in the Fund is highly speculative, involves a high degree of risk and could result in the loss of part or all of a Limited Partner’s capital contribution. Therefore, prospective Limited Partners should not subscribe for the Partnership Interests unless they can bear such a loss, including a loss of their entire investment. Moreover, there can be no assurance that the Fund’s investment objectives will be achieved and investment results may vary materially from one reporting period to the next. Consequently, an investment in the Fund is suitable only for sophisticated investors with other substantial assets who are capable of making an informed independent decision as to the risks involved in an investment in the Fund. General Economic and Market Conditions. The success of the Fund’s investments may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts or security operations), and pandemics or other severe public health events. These factors may affect the level and volatility of security prices and the liquidity and the value of the securities held by the Fund. Unexpected volatility or illiquidity could impair the Fund’s profitability or result in it suffering losses. Epidemics, Health Risks and COVID-19. The initial and ongoing outbreak of the novel COVID-19 or “coronavirus” across many countries around the globe, including extensively in the United States, has materially and adversely slowed global commercial activity, has contributed to significant volatility in financial markets, and has caused many to fear a potential United States and/or global recession and significant loss of employment. The global impact of the outbreak has been rapidly evolving, and as cases of the virus have continued to be identified, many countries have reacted by instituting quarantines, significant restrictions on group gatherings, and restrictions and prohibitions on travel. Such actions are creating disruption in the global economy and supply chains and adversely impacting a number of industries, including retail, transportation, hospitality, office, multi-family, senior housing and entertainment. The outbreak and related curtailment in personal and economic activity are likely to have a material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation, the outbreak of new strains and potential for other new strains of the virus or other viruses precludes any meaningful prediction as to the duration of the current pandemic or the ultimate adverse impact. What is clear at this time, however, is that the coronavirus presents material uncertainty and risk with respect to the Fund’s prospects, performance and financial results. Nature of the Fund’s Investments. The portfolio companies in which the Fund (each, a “Portfolio Company” and together, the “Portfolio Companies”) will invest are likely to face intense competition, including competition from companies with greater financial resources, more extensive development, production, marketing and service capabilities and a larger number of qualified managerial and technical

personnel. There can be no assurance that the development or marketing efforts of any particular Portfolio Company will be successful or that its business will be profitable. There may be little or no publicly available information regarding the status and prospects of Portfolio Companies. Many investment decisions by the GP/MM will be dependent upon the ability of its members, directors and agents to obtain relevant information from non-public sources, and the GP/MM often will be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Some of the Fund’s Portfolio Companies may be unseasoned, unprofitable or have no established operating history or earnings and may lack technical, marketing, financial and other resources. These companies may be dependent upon the success of one product or service, a unique distribution channel, or the effectiveness of a manager or management team. The failure of this one product, service or distribution channel, or the loss or ineffectiveness of a key executive or executives within the management team may have a materially adverse impact on such companies. Furthermore, these companies may be more vulnerable to competition and to overall economic conditions than larger, more established entities. There is no assurance that the development efforts of any Portfolio Company will be successful or, if successful, will be completed within the budget or time period originally estimated. Following its initial investment in Portfolio Companies, the Fund anticipates that Portfolio Companies will require additional funding, and that the Fund may have the opportunity to increase its investment in successful Portfolio Companies. There can be no assurance that the Fund will make, or will have the resources to make, follow-on investments. Any decision by the Fund not to make follow-on investments, or its inability to make them, may have a substantial adverse effect on a Portfolio Company in need of such an investment, may result in a missed opportunity for the Fund to increase its participation in a successful enterprise, may result in significant dilution of any existing Portfolio Company investment, or may cause a decrease in the value of the Fund’s portfolio. Unspecified Use of Proceeds. Limited Partners in the Fund will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Fund and, accordingly, will be dependent upon the judgment and ability of the GP/MM in investing and managing the capital of the Fund. No assurance can be given that the Fund will be successful in obtaining suitable investments, or if such investments are made, that the objectives of the Fund will be achieved. Distribution. The Subscriber understands and acknowledges that at the sole and absolute discretion of the GP/MM, all or a portion of any distributions eligible to Subscriber from its interests in the Fund could be contributed to a feeder Fund (and accordingly, indirectly in investments made by the Fund) on the subscriber’s behalf. Competition for Investments. The business of identifying and structuring investments of the types contemplated by the Fund is competitive and involves a high degree of uncertainty. The Fund expects to encounter intense competition from other entities and investors that have investment objectives similar to that of the Fund. There is no assurance that the Fund will succeed in finding investments on similar or favorable terms in comparison to its competitors. Investment in Junior Securities. The securities in which the Fund may invest may be among the most junior in a Portfolio Company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made.

Long Term Investment. An investment in the Fund is a long-term investment. The inherent nature of venture capital and private equity investing dictates a significant length of time between the initial investment and realization of gains, if any. Such investments, if successful, typically take up to five years or more from the date of investment to reach a state of maturity where disposition is possible, and early and expansion stage investments in privately held companies can take even longer to reach liquidity. Limited Partners must be able to bear the economic risks of an investment in the Fund for an indefinite period of time. Investments Longer Than Term. The Fund may invest in investments which may not be advantageously disposed of prior to the date that the Fund will be dissolved, either by expiration of the Fund’s term or otherwise. Although the GP/MM expects that investments will be either disposed of prior to dissolution or suitable for in-kind distribution at dissolution, the Fund may have to sell, distribute or otherwise dispose of investments at a disadvantageous time as a result of dissolution. Lack of Diversification. The Fund’s portfolio is expected to primarily be invested in companies in the blockchain and cryptocurrency sector, and Digital Assets (defined below), and may not be diversified among sectors and asset classes. The Fund will aim to achieve significant capital appreciation principally through investments in early stage, technology-related companies in the blockchain and cryptocurrency sector and in cryptocurrencies and other similar Digital Assets. While the Fund may also invest in earlystage technologies companies outside of the blockchain and cryptocurrency sector the performance of the Fund may be closely linked to the performance of such industries and the Fund could be severely impacted by adverse developments affecting them. There can be no assurance that the Fund will be able to find a sufficient number of attractive investments to enable the full amount of the capital committed to the Fund to be invested, or if such investments are made, that the objectives of the Fund will be achieved. The Fund has not adopted policies requiring that Portfolio Companies be geographically diversified; therefore, if several investments are concentrated in one geographic area, the Fund could be severely impacted by adverse developments affecting that geographic area. Digital Asset Investment Risks. The Fund intends to provide investors with exposure to investments in blockchain-related opportunities and decentralized digital assets that utilize cryptography, commonly referred to as “cryptocurrencies” (such as Bitcoin, Ethereum, ALGOs, etc.), as well as related protocols, projects, options, derivative instruments and companies (collectively, the “Digital Assets”) that utilize cryptography to secure, control and verify transactions. Cryptocurrencies are a relatively new phenomenon and carry a number of specific risks that prospective investors should carefully consider before making an investment in the Fund. Because of the emerging nature of cryptocurrency trading, there is little precedent to operation of investment vehicles such as the Fund. Digital Assets, and the use of Digital Assets to buy and sell goods and services, are relatively new and rapidly evolving concept. Digital Assets, which include digital currencies and digital tokens, are based on computer-generated mathematical and/or cryptographic protocols. Digital Assets are transferred over decentralized networks, where each transaction is recorded in a “blockchain.” A blockchain is a digital ledger that records transactions on multiple computers, which collectively constitute that Digital Asset’s network. This method of recordkeeping alleviates the need for a single, trusted third party intermediary because participants of that particular Digital Asset’s network can each individually act as a steward or record-keeper for the entire blockchain. Once a transaction is recorded in the blockchain, that transaction is theoretically immutable and cannot be reversed due to the cryptographic nature of the recordkeeping and the decentralized nature of the network.

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We provide advice directly to our Fund clients and not individually to investors in any Fund. Investors in the Funds are generally fund of funds, pension plans, corporations, other institutional investors, family offices and high net worth individuals. To date, the Adviser has generally required minimum investment amount of $100,000 for any Fund. Any minimum investment amounts for a Fund may be waived at our discretion.

The GP/MM for each Fund is generally entitled to receive carried interest distributions from the relevant Fund. Carried interest is a performance-based form of compensation in which a GP/MM is entitled to receive a specified share of the profits (typically 20%) earned by each Fund after its investors have been returned one hundred percent of their capital contributions to the Fund. Limited partners and prospective limited partners are encouraged to carefully review the Governing Documents for each Fund for details on how the carried interest is determined for such Fund. We appreciated that performance-based compensation arrangements may create an incentive for us to recommend investments that may be riskier or more speculative than those that would be recommended under a different compensation arrangement. Performance-based compensation arrangements could also create an incentive for us to favor clients with higher performance-based compensation rates over other clients when allocating investments. We have adopted procedures designed and implemented to ensure that all clients are treated fairly and equitably, and to prevent this conflict from influencing the allocation of investment opportunities among them. In particular, it is our policy that all investment opportunities will, to the extent practicable, be allocated among the Funds on a basis that over time is fair and equitable to each Fund relative to other Funds, taking into account all relevant facts and circumstances. Although we manage multiple Funds, in general, we expect that only a single Fund (or single group of Funds investing in parallel with one another, if applicable) will be appropriate to participate in new investments at any given time. Accordingly, we generally intend to allocate new investment opportunities to such Fund (or such group of Funds, if applicable).

As noted above, we are affiliated with each GP/MM that serves as a general partner or managing member to the Funds. The GP/MM and the Adviser operate as a single advisory business with common officers and employees.

Other Affiliates We are affiliated with Hivemind Capital Partners UK LLP, a separate firm that is authorized under the Financial Conduct Authority in the United Kingdom via Vittoria & Partners. Hivemind Capital Partners UK LLP is operating separately from the Adviser on separate funds. To the extent that investment ideas are shared between Hivemind Capital Partners UK LLP and the Adviser, the Adviser has adopted policies and procedures addressing how such opportunities will be allocated along with the associated expenses. In the event that conflicts of interest occur, the Adviser maintains a conflicts register and appropriate policies to manage such investment ideas.

Code of Ethics Overview We have adopted a Code of Ethics, which is designed to help ensure that we conduct our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, our Code of Ethics sets forth standards of conduct for our employees to ensure that they conduct their business on our behalf in a manner that enables us to fulfill our fiduciary duty to our clients. Our Code of Ethics governs personal trading by our employees, including certain preclearance and reporting requirements. In addition, the Code of Ethics sets forth the manner in which employees may report violations of law or our policies and procedures. We will provide a copy of our Code of Ethics to any client or prospective client upon request. In addition to the Code of Ethics, we have adopted policies and procedures to provide standards related to the giving or receiving of gifts and entertainment, employee political contributions, outside business activities, and other matters for our business. Personal Trading Policy Employees must obtain pre-clearance from the Chief Compliance Officer prior to engaging in any transactions in (i) private placements or limited offerings, (ii) initial public offerings, (iii) initial coin offerings, and (iv) cryptocurrencies and other digital assets. Additionally, employees will be required to provide our Chief Compliance Officer with periodic reporting relating to their trading activity and personal accounts. Our policies relating to personal trading will also generally apply to any account where an employee has beneficial ownership over such account. This includes an employee’s spouse or minor child, or an immediate family member of an employee living in the same household as such employee. Employees are prohibited from transacting in any issuers that are listed on the Restricted List maintained by the Chief Compliance Officer. Participation or Interest in Client Transactions Our employees have the option to make personal investments in the Funds. Investments made by employees are not charged a management fee or carried interest, but employees will pay their pro-rata portion of all expenses allocated to the Fund in which they have invested. Employees investments are

otherwise made on the same terms and conditions as other investors in the Funds. This category of investors (i.e. employees) are disclosed to investors as a separate investment class. We do not anticipate engaging in principal transactions. However, if circumstances change in the future, we will not engage in any principal transactions unless we have determined that the transaction is in the relevant clients’ best interests and have obtained client consent in accordance with our written procedures and applicable law.

Selection of Brokers For each of the Funds, the Adviser has, subject to the direction of such Fund's general partner or managing member, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. The Firm’s advisory business will involve privately-negotiated transactions in which best execution obligations do not arise in the same context as transactions in publicly-traded securities or digital assets. With respect to such private transactions, the Firm believes it will fulfill its best execution responsibilities through careful evaluation and negotiation of the terms of each such transaction. In placing each publicly-traded securities or digital assets transactions for a Fund involving a broker-dealer, the Adviser will seek best execution of the transaction. Best execution in this context 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 determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Adviser takes into account all factors that it deems relevant to the broker's or dealer's execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker, dealer or other intermediary, and the quality of service rendered by the broker or dealer in other transactions. In addition, the Adviser may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, the Adviser generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Adviser will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of the Adviser and each Fund. The Adviser will also utilize centralized cryptocurrency exchanges or decentralized finance protocols (each a “Trading Venue”) for certain Fund transactions. Before we begin trading with a Trading Venue, we will review, as applicable, the Trading Venue’s operational, financial, and regulatory status. We will perform periodic reviews of Trading Venues, which will vary in frequency and intensity based on the perceived counterparty exposure of the Adviser and its Funds. For Trading Venues that only provide execution services on a delivery-versus-payment basis, we anticipate that the reviews will be limited in scope and less frequent. For arrangements where the counterparty exposure is expected to be more significant, the

reviews will generally be more intensive and frequent, including but not limited to diligence regarding data privacy and security. Research and Other Soft Dollar Benefits Soft dollar arrangements arise when an investment adviser obtains products and services, other than securities execution, from a broker in return for directing client securities transactions to the broker. Soft dollar arrangements create a potential incentive for us to select a broker based on our interest in receiving the research or other products or services offered by such broker, rather than on our clients’ interests in receiving most favorable execution. Further, soft dollar arrangements pose a possible conflict of interest for us in that such arrangements potentially allow us to pay with client commissions expenses that would otherwise be borne by us. We do not expect to enter into soft dollar arrangements with brokers. However, if we enter into soft dollar arrangements in the future, we will comply with the safe harbor requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended. Brokerage for Client Referrals We do not receive client referrals from any brokers. Aggregation of Orders In pursuing the Funds’ investment objectives, we may cause multiple Funds to purchase and sell publicly traded securities through brokers. If we have determined to sell or purchase a publicly traded security at the same time for more than one Fund, we will generally place combined orders for all such Funds while assigning pre-order allocations. If an order for more than one Fund for a publicly traded security cannot be fully executed, we will allocate the investments in accordance with the Adviser’s allocation policies and procedures. We generally aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction.

We do not expect that we will receive any economic benefits from third parties in connection with the provision of investment advice to the Funds. We do not compensate any third-party marketers for introductions to potential investors or clients.

There are no legal or disciplinary events that are material to an investor’s or prospective investor’s evaluation of our advisory business or our management.

Review of Accounts It is the investment team’s responsibility to understand which investment restrictions apply to which Funds under its management, and to ensure that any transaction for a Fund is consistent with the investment restrictions applicable to that Fund. In addition to ensuring that each investment, including follow-on investments, made for a Fund is consistent with the Fund’s investment restrictions, each investment team, in conjunction with the Chief Compliance Officer, is responsible for the periodic review of the holdings of the Funds they manage. Reporting We will furnish investors in the Funds with periodic written unaudited performance reports as set forth in their Governing Documents. In addition, on an annual basis, we will provide investors with a copy of the relevant Fund’s annual audited financial statements and, if applicable, a statement of taxable income (Schedule K-1).

In addition, investors are provided with certain information about us and the Funds in response to questions and requests. This information may not be distributed to other investors or prospective investors. Each investor is responsible for asking such questions as it believes are necessary in order to make its own investment decisions and must decide for itself whether the limited information provided by us is sufficient for its needs.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), we are deemed to have custody over the Funds’ assets. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors as long as: (i) the Funds are audited by an independent public accountant that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, (ii) the Funds’ audited financial statements are prepared in accordance with U.S. generally accepted accounting principles, and (iii) the Firm delivers such annual audited financial statements to investors within 120 days after the end of each Fund’s fiscal year.

We will have discretionary authority to manage securities and other investments on behalf of the Funds. The investors in the Funds generally will not be able to place any limits on our authority beyond the limitations set forth in their respective Governing Documents. Under certain circumstances, we may contract with a client to adhere to limited risk and/or operating guidelines imposed by the client. We would negotiate such arrangements on a case-by-case basis.

To the extent that we trade in public securities or digital assets for client accounts, we generally have voting discretion over such assets. Clients generally are not able to direct their votes in a particular situation. We have adopted proxy voting policies and procedures, which are summarized below. In the absence of specific voting guidelines from the client or conflicts of interest, we will vote all proxies in the best interests of each client, which may result in different voting results for proxies for the same issuer. In addition, we may determine to abstain from voting a proxy if we believe that such action is in the best interests of a particular client. We may take into account the following factors, among others, in determining if a specific proposal is in the best interests of a particular client: (a) management of the issuer’s views and recommendations on such proposal; (b) whether the proposal may have the effect of entrenching existing management and/or making management less responsive to shareholders’ concerns (e.g., instituting or removing a poison pill, classified board of directors and/or other anti-takeover measure); and (c) whether we believe that the proposal will fairly compensate management for its and/or the issuer’s performance. If we deem that the issue being voted upon is not material for us and our clients, we will not be obligated to vote on such matter.

If the CCO believes that a material conflict exists between the Firm and any of the Funds with respect to a voting decision, the CCO will work with the relevant investment professionals to determine the appropriate course of action, which may include consulting with an independent third party or having the conflicted person abstain from the decision-making. The Funds will also invest in private companies which typically do not issue proxies. Under certain limited circumstances, however, we may be required to vote proxies solicited by our Funds’ portfolio companies. In these situations, we will vote proxies in the best interest of the Funds, which generally means voting to maximize the value of the portfolio companies for the Funds, including taking into account the considerations outlined above, as applicable. Upon the request by an investor to the Chief Compliance Officer, we will disclose to such investor how we voted proxies for securities owned by such Fund. We will also provide a copy of our proxy voting policies and procedures to clients upon request.

We do not collect management fees more than six months in advance. As such, we are not required to include our balance sheet for our most recent fiscal year with this Brochure. Item 19.

Requirements for State-Registered Advisers