HoldCo Asset Management, LP

The Investment Adviser. HoldCo is the investment manager for a total of four pooled investment vehicles (each a “Fund” or a “Client” and collectively the “Funds” or the “Clients”). Vikaran (Vik) Ghei and Michael (Misha) Zaitzeff are the members of the respective general partners of HoldCo and the Funds. Currently, HoldCo has seven employees, four of whom perform investment advisory functions and none of whom are registered representatives of a broker-dealer. Mr. Ghei and Mr. Zaitzeff are not, and have never been, HoldCo employees. HoldCo is a Delaware limited partnership and an investment adviser headquartered in Fort Lauderdale, Florida. HoldCo was founded in December 2013 and serves as the sole investment manager to four (4) pooled investment vehicles. The Funds are as follows with the general partner for each in parentheses: HoldCo Opportunities Fund II, L.P. (VM GP IV LLC), HoldCo Opportunities Fund IV, L.P. (VM GP IX LLC), HoldCo Opportunities Fund V, L.P. (VM GP X LLC), and HOF III Liquidating Partnership LP (VM GP VII LLC). HoldCo Opportunities Fund II, L.P., HoldCo Opportunities Fund IV, L.P., HoldCo Opportunities Fund V, L.P., and HOF III Liquidating Partnership LP (“HOF III”) are managed on a fully discretionary basis as of December 31, 2025. All of the Funds are closed to additional limited partners. As outlined on Schedule A of Form ADV, HoldCo is owned by VM GP II LLC, which serves as its general partner, and by its limited partner, VM Limited Partner I LP. Mr. Ghei and Mr. Zaitzeff are the principal owners of VM GP II LLC and VM Limited Partner I LP. B. Types of Advisory Services. HoldCo’s advisory services are limited to acting as investment manager to the Funds, which are pooled investment vehicles. The investment objective of the Funds is to generate positive absolute returns, while minimizing the risk of loss of invested capital. The Funds seek to achieve this investment objective through opportunistic investments across a broad investment mandate. HoldCo generally employs a fundamental, value-driven investment approach in selecting investments on behalf of the Funds. The Funds focus on various investment strategies, including distressed, event-driven, and special situations strategies. These strategies are discussed in greater detail in each Fund’s offering documents. A Fund may pursue other investment strategies if they fall within the investment mandate for the Fund. HoldCo believes that it is favorable to retain flexibility in allocating capital so as to take advantage of attractive investment opportunities as they arise. C. Tailored Advice and Investment Restrictions. HoldCo generally utilizes similar strategies for each of the Funds but maintains discretion to tailor its advisory services to the specific needs of a Fund when deemed necessary. HoldCo’s advisory services to the Funds are outlined in various governing documents such as limited partnership agreements, private placement memoranda, investment management agreements and other applicable offering documents. These documents outline appropriate investment criteria and investment restrictions and limitations. D.

Wrap Fee Programs. HoldCo does not participate in wrap fee programs.

E. Client Assets Under Management. As of December 31, 2025, HoldCo’s total “regulatory assets under management” was $2,757,768,000. Of this amount, HoldCo managed $2,757,768,000 on a discretionary basis and $0 on a non-discretionary basis.

None of the Funds currently pay management fees. Incentive allocations (“Performance Compensation”) are charged to the Funds (other than HOF III) based on investment performance achieved for each Fund (subject to hurdle rates and with “catch-up” provisions). The fees and expenses applicable to each Fund are set forth in detail in the respective Fund’s offering documents, limited partnership agreements, investment management agreements and other operative documents. However, all fees are subject to negotiation. Additionally, HoldCo has entered, and may in the future enter, into agreements, such as side letters, with underlying investors in the Funds that provide for terms, including management fees or Performance Compensation, that are more favorable than the terms provided to other underlying investors in the Funds. B. Performance Compensation, when earned, is deducted from a Fund’s distribution proceeds when such Fund makes carried interest distributions to its limited partners, provided that certain other conditions, as set forth in the Fund’s operative documents, have been met. C. In addition to the fees and allocations described above, the Funds may also incur and bear the cost of (i) investment-related expenses, including, but not limited to, brokerage commissions, clearing and settlement charges, custodial fees, interest expense, consulting and professional fees relating to particular investments or contemplated investments, investment-related travel and lodging expenses and researchrelated expenses; (ii) operational expenses, including, but not limited to, legal expenses, accounting, audit and tax preparation expenses, insurance premiums, fees for each Fund’s Administrator, and other similar expenses; and (iii) organizational expenses, including, but not limited to, expenses relating to the offer and sale of interests in the Funds, including associated legal expenses. In certain circumstances, expenses are allocated from time to time among the Funds on a basis that HoldCo considers equitable based on the relevant facts and circumstances and in accordance with its current expense allocation policy. Any future co-investment vehicles will not bear investment expenses related to any unconsummated investment (sometimes referred to as “broken deal expenses”), to the extent that such investment was also to be allocated to any other Fund advised by HoldCo had such investment been consummated, as further disclosed in the related governing documents for each Fund. Item 12 further describes the factors that HoldCo considers in selecting or recommending brokerdealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions). D.

No Funds pay fees in advance.

E. Neither HoldCo nor any of its supervised persons accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

Each Fund’s general investment objective is to generate positive absolute returns while minimizing the risk of loss of invested capital. HoldCo will seek to achieve this investment objective through opportunistic investments across an extremely broad investment mandate described below. HoldCo will generally employ a fundamental, value-driven investment approach in selecting investments on behalf of the Funds. HoldCo’s investment mandate is broad, however, and HoldCo may invest anywhere in an entity’s capital structure, including in debt or equity, and in both foreign and domestic assets. HoldCo believes that it is favorable to retain this flexibility to take advantage of attractive investment opportunities as they arise. However, investing in securities or real assets involves risk of loss that investors in the Funds should be prepared to bear. In analyzing investments, HoldCo generally utilizes a fundamental, “bottom-up” investment process. To determine whether a specific investment meets a Fund’s investment criteria, HoldCo will typically evaluate sources of value, the relationship of price to book value, and future cash flows, among other things. HoldCo will also typically examine the capital structure of an issuer with the goal of identifying the security or instrument that presents the most favorable risk/reward profile. HoldCo also seeks to understand possible future outcomes as well as possible events that could have a significant impact on an investment’s overall returns, including what legal rights and remedies are afforded to the holders of various securities. HoldCo will also seek to understand the risk and sources of upside potential in each

given investment and ensure that the position’s size is appropriate in light of the size and composition of committed capital and the overall portfolio. It is anticipated that the Funds will be exposed to a variety of asset classes and geographies. HoldCo has no formulaic criteria as to asset type, asset size, liquidity, geography, earnings, or industry that would by itself disqualify an investment. Moreover, the holding period for the Funds’ investments may vary greatly with multi-year holding periods at the long end down to periods that are less than a year. Certain Funds provide for an investment limit in a single issuer, with limits based upon aggregate capital commitments. Specifically, HoldCo invests in new money or secondary market investments in or related to any geographic location (both foreign and domestic) which may take the form of, without limitation, loans, debt, hybrid securities (including trust preferred securities), equity, direct interests, or other interests in: Financial institutions, including without limitation banks, insurance companies, and real estate investment trusts (“REITs”), and any asset held by such financial institutions;

Structured financial products, including without limitation collateralized debt obligations and asset-backed securities, and any asset held by entities related to such structured financial products; and Stressed, distressed, and special situation investments across all issuer and asset types including, without limitation, investments that may involve any of the following characteristics: bankruptcy, insolvency, or liquidation; stressed and distressed issuers; extraordinary corporate events; complex operating businesses, capital structures and securities; transitions in credit quality; legal and regulatory changes or challenges; limited research coverage; and non-investment grade or non-rated securities.

From time to time, the Funds take a directional short position in credit or equity, including through the use of derivatives, either to serve as a hedge against an existing long position or in connection with a directional investment thesis. Regardless of the strategy employed, investing in securities involves a risk of loss, including the loss of capital. Each Fund and each investor and potential investor in the Funds should be prepared to bear such risk. The offering documents for each Fund set forth the Risk Factors applicable to the Fund. The following summary of Certain Investment Risk Factors is qualified in its entirety by reference to the applicable offering documents for each Fund and the descriptions of the Risk Factors contained therein. B.

Certain Investment Risk Factors of the Funds

As described above, because HoldCo’s investment mandate is extremely broad and HoldCo maintains an opportunistic investment outlook, at any time HoldCo may invest in new asset classes and investment types and may use a variety of hedging instruments not described in this section. Each investor and potential investor should review the offering documents for each Fund, especially the Risk Factors applicable to each Fund. Investment Complexity. As an element of HoldCo’s investment style, the Funds pursue unusually complex investment opportunities. This can often take the form of substantial business, regulatory or legal complexity that would deter other investment managers. HoldCo’s, and consequently the Funds’, tolerance for complexity presents risk, as such transactions can be more difficult, expensive, and time-consuming to finance and execute; it can be more difficult to manage or realize value from the assets acquired in such transactions; and such transactions sometimes entail a higher level of regulatory scrutiny or a greater risk of contingent liabilities. Any of these risks could harm the Funds’ performance.

Illiquidity of Investments. The Funds invest a significant amount of their capital in securities, loans or other assets for which no, or only a limited, market exists or that are subject to legal or other restrictions on transfer. Moreover, HoldCo anticipates that certain investments may be sourced directly through private transactions and such investments may not have an active market. The market prices, if any, for such assets tend to be volatile, and may fluctuate due to a variety of factors that are inherently difficult to predict, including, but not limited to, changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic or international economic or political events, developments or trends in any particular industry, and the financial condition of the obligors on the Funds’ assets. Accordingly, the Funds may not be able to sell assets when a Fund desires to do so or to realize what HoldCo perceives to be the fair value of its assets in the event of a sale. The sale of illiquid assets and restricted securities often requires considerable time and the incurrence of significant selling expenses. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. In addition, in times of extreme market disruption, there may be no market at all for one or more of the asset classes held by the Funds, potentially resulting in the inability of the Funds to dispose of their assets for an indefinite period of time. Investments That Are Junior. In certain cases, the companies in which a Fund invests have indebtedness or equity securities, or may be permitted to incur indebtedness or to issue equity securities, that rank senior to the Fund’s investment. By their terms, such instruments may provide that their holders are entitled to receive payments of dividends, interest, or principal on or before the dates on which payments are to be made in respect of the Fund’s investment. Also, in the event of insolvency, liquidation, dissolution, reorganization, or bankruptcy of a company in which an investment is made, holders of securities ranking senior to the Fund’s investment would typically be entitled to receive payment in full before distributions could be made in respect of the Fund’s investment. After repaying senior security holders, the company may not have any remaining assets to use for repaying amounts owed in respect of the investment. If any assets remain, holders of claims that rank equally with the investment would be entitled to share on an equal and ratable basis in distributions that are made from those assets. Also, during periods of financial distress or following an insolvency, the ability of the Fund to influence a company’s affairs and to take actions to protect their investments may be substantially less than that of the senior creditors. Uncertain Exit Strategies. Due to the illiquid nature of certain of the Funds’ current positions (and positions which may be acquired in the future) as well as the uncertainties of the reorganization and active management process, HoldCo is unable to predict with confidence what the exit strategy will ultimately be for any given position, or that one will be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political, or other factors. Availability of Investments and Execution Risks. There are risks and uncertainties with respect to the availability and selection of investments. Investors in the Funds will be relying on the ability of HoldCo to identify, structure, consummate, leverage, manage and realize returns on attractive investments. The business of identifying and structuring investments is highly competitive and involves a high degree of uncertainty. No assurance can be given that the Funds will be successful in obtaining suitable investments. Even if an attractive investment opportunity is identified, there is no certainty that a Fund will be permitted to invest in such opportunity (or invest in such opportunity to the fullest extent desired). Accordingly, there can be no assurance that the Funds will be able to identify and complete attractive investments. Even if such investments are identified, there can be no assurance that they will not decline in value considerably while held by the relevant Fund, including, without limitation, as a result of a drop in a reference rate or other interest rates (including to levels below 0%), extended weakness in the credit or other markets, or other circumstances. In addition, competition for investment opportunities may have the effect of increasing costs, thereby reducing investment returns to the Funds. In addition, there may be significant execution risk in the Funds’ investment programs. Some of these execution risks include, but

are not limited to, investments that are dependent on a corporate restructuring occurring (for example a bankruptcy plan, a voluntary exchange of securities, a demutualization, or other restructuring), the ability to convince holders of securities or other interests to sell, and obtaining consent from the board, management, or stakeholders of a company to transact. The Funds at times invest in complex, heavily negotiated transactions, and there is additional risk that such investments will take a substantial amount of time to execute, and have terms associated with them that may ultimately prove to be unfavorable to the Funds. Competition for Investments. The Funds compete for, among other things, investment opportunities. The competition for investment opportunities is based primarily on the pricing, terms and structure of a proposed investment and certainty of execution. A number of factors serve to increase competitive risks: A number of competitors in some of the areas in which the Funds invest or try to invest may have greater financial, technical, marketing, and other resources and more personnel, and, in the case of some asset classes or geographic regions, longer operating histories, more established relationships, greater expertise or better reputation; Some of these competitors may also have a lower cost of capital and access to funding sources that are not available to the Funds, which may create competitive disadvantages with respect to investment opportunities; Some competitors may have higher risk tolerances, different risk assessments or lower return thresholds, which could allow them to consider a wider variety of investments and to bid more aggressively for investments; Some competitors may be subject to less regulation or less regulatory scrutiny and accordingly may have more flexibility to undertake and execute certain businesses or investments than the Funds do and/or bear less expense to comply with such regulations than the Funds; and There are relatively few barriers to entry impeding the formation of new funds, including a relatively low cost of entering these businesses, and the successful efforts of new entrants into the Funds’ various lines of business, including major commercial and investment banks and other financial institutions, have resulted in increased competition.

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HoldCo provides investment advice to private funds, each of which is a privately-offered pooled investment vehicle. The interests in the Funds managed by HoldCo were offered in private placements, and in reliance on Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”), to persons who are “qualified purchasers” as defined under the Company Act, and who are subject to certain other conditions, which are set forth in the offering documents for the Funds. Typically, HoldCo requires minimum investment amounts for limited partners of the Funds, which amounts are outlined in the offering documents of each respective Fund. Minimum investments are negotiable at HoldCo’s discretion. HoldCo does not provide investment advice to separately managed accounts, individuals, trusts, investment companies, or pension plans.

HoldCo has entered into agreements with each of the Funds with respect to the payment of Performance Compensation (other than HOF III). The manner in which Performance Compensation is paid is set forth in each Fund’s respective offering and governing documents, such as limited partnership agreements. Performance Compensation is paid only once a Fund realizes gains and is not paid based on unrealized capital gains or losses.

The existence of the Performance Compensation arrangements may create an incentive for HoldCo to seek more speculative investments on behalf of the Funds than would otherwise be the case in the absence of such performance-based compensation. In addition, due to the method of calculating the Performance Compensation, the amounts paid to the general partner may be affected by the timing of dispositions and other factors which are within the control of HoldCo. In the allocation of investment opportunities, performance-based compensation arrangements may create an incentive to favor Funds which pay greater performance-based compensation over Funds which pay less. HoldCo maintains an allocation policy that dictates how investments are allocated among the Funds, which was negotiated with the investors of each Fund and is set forth in the applicable documents governing the Funds. HoldCo endeavors to allocate investments among the Funds in a fair and equitable manner and in accordance with its allocation policy. As discussed in Item 5.A, HoldCo has entered, and may in the future enter, into side letter agreements with certain underlying investors of the Funds that may provide for terms, including with respect to Performance Compensation, that are more favorable than the terms provided to other underlying investors in the Funds.

Neither HoldCo nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or as an associated person of the foregoing entities.

B.

See response to Item 10.A above.

C. HoldCo’s affiliates serve as general partners to the Funds. HoldCo and its affiliates will devote as much time to the activities of each of the Funds as they deem necessary and appropriate. Subject to certain restrictions in the Funds’ offering documents, HoldCo is not prohibited from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities. If HoldCo or any of its affiliates decides to engage in such activities in the future, HoldCo or its respective affiliates, as applicable, will undertake to engage in such activities in a manner that is consistent with such party’s contractual and fiduciary duties to the existing Funds. Nevertheless, these activities could be viewed as creating a conflict of interest in that the time and effort of the members and partners of HoldCo and its officers and employees will not be devoted exclusively to the business of the existing Funds but will be allocated between the business of the existing Funds and the management of any new clients. D. HoldCo does not recommend other investment advisers for its Funds and consequently does not receive compensation for recommending or selecting other investment advisers for its Funds.

HoldCo has adopted a Code of Ethics for all HoldCo’s supervised persons describing its high standard of business conduct, and fiduciary duty to its Funds. Among other things, the Code of Ethics requires that HoldCo’s employees as well as Vik Ghei and Misha Zaitzeff act in the best interests of the Funds to the exclusion of contrary interests, act in good faith and in an ethical manner, avoid conflicts of interest with the Funds to the extent reasonably possible, and identify and manage conflicts of interest to the extent that they arise. All supervised persons at HoldCo, including Vik Ghei and Misha Zaitzeff, must acknowledge the terms of the Code of Ethics annually and when it is amended. In addition, the Code of Ethics sets forth formal policies and procedures with respect to the personal securities trading activities of HoldCo’s employees as well as Vik Ghei and Misha Zaitzeff. The Code of Ethics imposes certain restrictions on employee personal securities trading and requires that employees report all securities transactions on not less than a quarterly basis and provide a summary of securities holdings on at least an annual basis. The Code of Ethics also addresses outside activities of employees, conflicts of interest, policies and procedures concerning the prevention of insider trading, including restrictions on the acceptance of significant gifts and business entertainment items and limitations on political contributions. Clients or prospective clients may request a copy of HoldCo’s Code of Ethics by contacting Shan Chang, HoldCo’s Chief Compliance Officer, at shan@holdcoam.com. B. It is HoldCo’s policy that it will not effect any principal or agency cross securities transactions for Client accounts. HoldCo will also not cross trades between Client accounts. Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliated broker-dealer, buys from or sells any security to any advisory client. A principal transaction may also be deemed to have occurred if a security is crossed between an affiliated private fund and another Client account. An agency cross transaction is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the Client and for another person on the other side of the transaction. Agency cross transactions may arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer. C. To address potential conflicts of interest relating to Client securities holdings, the Code of Ethics is designed to ensure that the personal securities transactions, activities, and interests of HoldCo’s employees will not interfere with (i) making decisions in the best interest of the Funds and (ii) implementing

such decisions. Employees, as well as Vik Ghei and Misha Zaitzeff, are prohibited from purchasing all “Reportable Securities” (as defined in the Code of Ethics) except for exchange traded funds, without a documented exception from the Chief Compliance Officer and pre-clearance to trade. Such “Reportable Securities” include, but are not limited to, single name stocks, bonds, and notes. Employees, as well as Vik Ghei and Misha Zaitzeff, are permitted to trade, without pre-clearance from the Chief Compliance Officer, in certain exempt securities such as mutual funds, exchange traded funds, and U.S. government securities. Any other trades, including the sale of Reportable Securities held by an employee prior to his/her employment with HoldCo, require pre-clearance from the Chief Compliance Officer. Employee personal trading is continually monitored under the Code of Ethics to identify and minimize conflicts of interest between HoldCo and its Clients. Prior to the fund’s wind-up in 2022, all partners of HoldCo Opportunities Fund III, L.P. (“Fund III”) were given the option (on an asset-by-asset basis) of receiving their pro rata share of Fund III’s securities in-cash or in-kind. If a partner selected the in-cash option, their proportionate share of the securities was contributed to HOF III. If a partner selected the in-kind option, their proportionate share of the securities was delivered to a securities account in the partner’s name. VM GP VII LLC (which is owned by Vik Ghei and Misha Zaitzeff) received an in-kind distribution of certain securities from Fund III. VM GP VII LLC is not permitted to sell any security held by it until after HOF III sells all of its corresponding position. D.

See response to Item 11.C above.

HoldCo is authorized to determine the broker or dealer to be used for each securities transaction for the Funds. However, in determining the reasonableness of commissions and in selecting brokers and dealers to effect portfolio transactions for the Funds, HoldCo seeks to obtain best execution by considering a range of factors, including without limitation, the ability of the brokers or dealers to effect the transactions, their facilities, reliability and financial responsibility, access to markets and offerings, and the costs of brokerage or research products or services which HoldCo considers to be of benefit to its Clients. In selecting a broker or dealer to execute transactions and determining the reasonableness of compensation relating to such execution, HoldCo does not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. HoldCo does not participate in any soft dollar arrangements where it receives “credits” for executing transactions in order to pay for third-party services. However, HoldCo does receive research (including without limitation economic forecasts, valuation advice, and market analysis), products, and services from certain of its executing brokers, and the Funds’ offering documents permit HoldCo to utilize “soft dollars” on behalf of the Funds if such arrangements fall within the “safe harbor” under Section 28(e) of the Securities Exchange Act of 1934, as amended. Members of HoldCo’s Best Execution Committee (consisting of Vik Ghei, Misha Zaitzeff, the Chief Financial Officer and the Chief Compliance Officer) meet on a periodic basis to monitor transactions and assess the value and quality of brokers and dealers used by HoldCo to execute trades. HoldCo has a conflict of interest in selecting brokers or dealers based on HoldCo’s interest in receiving research, products, and services, rather than on the interest of the Funds receiving most favorable executions, and the Best Execution Committee will also address any conflicts of interest through its best execution review process. Client referrals are not considered in selecting or recommending broker-dealers. HoldCo does not engage in directed brokerage arrangements.

B. As noted, HoldCo manages investments on behalf of a number of Funds. The Funds have investment programs that are similar or overlap and may, therefore, under certain circumstances discussed below, participate with one another in investments. Aggregation. HoldCo aggregates trades pursuant to the following guidelines and policies (although each of the following may not apply to all aggregated trades):

if HoldCo believes such aggregation is consistent with its duty to seek best execution (which shall include best price) for its Clients and is consistent with the terms of HoldCo’s investment advisory agreements; if HoldCo believes that aggregations would cause the Client’s costs of execution to be decreased; if no Client would be impermissibly favored over any other Client that participates in the aggregated orders and all participating Clients would participate at the average price acquired for all transactions on a given business day; if allocations are made pursuant to HoldCo’s allocation policies; HoldCo’s books and records will separately reflect, for the Clients whose orders are aggregated, the securities held by and bought and sold for each Client; Funds of the participating Clients whose orders are aggregated will be deposited with one or more banks or broker/dealers, and any cash attributable to the accounts will not be held collectively for the respective owners any longer than is commercially necessary to settle the purchase or sale in question on a delivery versus payment basis; HoldCo will receive no additional compensation or remuneration of any kind as a result of the proposed aggregation procedure; and individual investment advice and treatment will be accorded to each Client.

Allocation. HoldCo will, in certain circumstances, allocate orders among different Clients. The governing documents for each Fund discuss the means and method for allocating investments across the Funds, and HoldCo will comply with the terms set forth in such documents. HoldCo will retain records of each trade (specifying each participating account) and its allocation. Any exceptions to HoldCo’s allocation policy will be explained in writing, and HoldCo will maintain a record of any such exceptions.

No one other than HoldCo’s Clients provides an economic benefit to HoldCo for providing investment advice or other advisory services to the Clients. B. HoldCo has entered, and may again in the future enter, into agreements with placement agents and/or third party solicitors in connection with the solicitation of investors in the Funds and such agreements may provide for payment to the relevant party of a portion of the subscription amount by investors or ongoing payments to the relevant party based upon a percentage of the management fee or incentive compensation attributable to the investments introduced by such placement agent. At present, only HoldCo Opportunities Fund II, L.P. has entered into arrangements with placement agents. Unless otherwise expressly disclosed to an investor, any fees paid to placement agents and/or solicitors that are paid by a Fund will offset management fees or Performance Compensation otherwise payable or allocated to HoldCo.

Neither HoldCo nor any person employed by HoldCo have any legal or disciplinary events to disclose.

HoldCo is responsible for reviewing and analyzing existing Fund positions and other opportunities on an ongoing basis in connection with their investment decision-making process and to ensure that the Funds’ investments are consistent with each Fund’s objectives. Members of HoldCo’s Valuation Committee (consisting of Vik Ghei, Misha Zaitzeff, the Chief Financial Officer and the Chief Compliance Officer) monitor ongoing valuations of the Funds’ investments on a monthly, quarterly, and annual basis, and the Valuation Committee formally meets at least quarterly to discharge its duties. HoldCo generally provides investors monthly, quarterly, and annual reports. B. More frequent reviews may be triggered by material changes in variables such as a Fund’s individual circumstances, or the market, political or economic environment. C. Investors in the Funds managed by HoldCo receive monthly reports, quarterly unaudited financial statements, and annual audited financial statements from such Funds’ administrators.

HoldCo is generally deemed to have constructive custody of the Funds’ assets because HoldCo or a HoldCo affiliate serves as general partner or manager of each Fund. With respect to the Funds, HoldCo complies with Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Custody Rule”) by meeting the conditions of the pooled vehicle annual audit provision of the Custody Rule, including that (i) each Fund will be subject to an audit conducted in accordance with generally accepted accounting principles at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and (ii) each Fund’s audited financial statements are delivered to investors within 120 days of each Fund’s fiscal year end. Further, HoldCo is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a “qualified custodian.” Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. Qualified custodians have been obtained for each Fund.

As noted in Item 4 – Advisory Business, HoldCo Opportunities Fund II, L.P., HoldCo Opportunities Fund IV, L.P., HoldCo Opportunities Fund V, L.P., and HOF III are managed on a fully discretionary basis. HoldCo makes all investment decisions in accordance with its investment management agreements with each Fund and the investment objectives and strategies set forth in each Fund’s investment management agreements, governing documents, and offering materials.

From time to time, HoldCo votes securities held by its Funds on various matters, including proxy proposals, amendments, consents, or resolutions (collectively, “proxies”). HoldCo votes proxies in a manner that best serves the interests of the Funds, as determined on a case-by-case basis. HoldCo has appointed a proxy voting committee to oversee its voting of proxies on behalf of the Funds and to review potential conflicts of interest that may influence its voting. Upon receipt of a proxy from a Fund’s custodian or directly if a Fund is the record holder of a security, a member of HoldCo’s investment team will review each proxy to determine how, or if, to vote the proxy, and the CCO will review the proxy to determine if it presents a conflict of interest. In determining how to vote, HoldCo will consider the best interests of the applicable Fund.

HoldCo’s proxy voting policy is designed to determine if a conflict of interest exists and to ensure that if a material conflict of interest is identified, that the proxy vote is not improperly influenced by the conflict. Conflicts may arise from time to time in relation to proxy voting requirements, and HoldCo may vote proxies notwithstanding the existence of the conflict. HoldCo monitors all proxies for any potential conflicts of interest. If a material conflict of interest arises, the proxy voting committee will determine how to address the conflict. Records are maintained of all proxy votes. Clients should contact HoldCo’s Chief Compliance Officer, Shan Chang, at shan@holdcoam.com for a copy of the proxy voting policy or for information with respect to a specific proxy vote. B.

As noted above, HoldCo has authority to vote on behalf of its Funds.

HoldCo does not require or solicit prepayment of more than $1,200 in fees per Client six months in advance. Accordingly, HoldCo is not required to include a balance sheet for its most recent fiscal year. B. HoldCo is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Clients. C.

HoldCo has not been the subject of a bankruptcy petition at any time during the past ten years.