Jericho Capital Asset Management L.P.

The Adviser, a Delaware limited partnership, is an investment adviser with its principal place of business in Los Angeles, California. The Adviser commenced operations as an investment adviser in 2009. Josh Resnick is the principal owner of the Adviser. The Adviser provides discretionary investment advisory services to pooled investment vehicles (each a “Fund” or a “Client” and, collectively, the “Funds” or the “Clients”), including hedge funds (the “Hedge Funds”) and a private equity fund (the “Private Equity Fund”). The Hedge Funds are organized as master-feeder structures which permit investors to invest in one or more feeder funds. The feeder funds generally invest substantially all of their assets in a master fund, which invests in securities and other instruments selected by the Adviser. Interests in the Funds are offered in the U.S. on a private placement basis to persons who generally are “accredited investors” as defined under Regulation D under the Securities Act of 1933 (the “Securities Act”) and “qualified purchasers” as defined under the Investment Company Act of 1940 (the “Investment Company Act”), and who are subject to certain other conditions, which are set forth in the offering documents for the U.S. Funds. Shares in the Funds are generally offered outside of the U.S. to persons who (i) are not “U.S. Persons”, as defined under Regulation S of the Securities Act, or who are tax-exempt U.S. Persons (or entities substantially composed of tax-exempt U.S. Persons), on a private placement basis, and (ii) who are subject to certain other conditions, which are fully set forth in the offering documents for these Funds. The Adviser provides advice to the Funds based on specific investment objectives and strategies described in the offering memorandum for each Fund (collectively, and along with the organizational and operating documents for each Fund, the “Governing Documents”) and in Item 8 hereof. The Adviser does not tailor advisory services to the individual needs of investors in the Funds, and investors in the Funds may not impose restrictions on investing in certain securities or certain types of securities. Interests in the Funds are offered only to investors who meet certain eligibility conditions, which are fully set forth in the Governing Documents of each Fund. The Adviser will enter into agreements (often referred to as “side letters”) with certain investors in the Funds that grant terms which differ from those outlined in the Governing Documents. These terms may include, but are not limited to, (i) satisfaction of regulatory requirements of a particular investor, and (ii) acquisitions of interests in the Funds by members, principals, employees of affiliates of the Adviser and relatives of such persons or certain large or strategic investors. The Funds will also provide certain investors with supplemental information and reports that may not be made available to all investors. The Adviser does not participate in any Wrap Fee Programs. The Adviser managed approximately $10,113,743,000 of regulatory assets under management on behalf of Clients as of December 31, 2025, all on a discretionary basis.

This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-“U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

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The fees and expenses applicable to each Client are set forth in detail in each Client’s respective Governing Documents. A brief summary of those fees and expenses is provided below. The Adviser generally receives a management fee (the “Management Fee”) from Clients. For the Hedge Funds, the Adviser generally receives a Management Fee based on the net assets of the Client as of the first day of each calendar quarter. The Management Fee is generally paid in advance at the beginning of each quarter, and a pro rata portion of any Management Fee paid in advance will be repaid, based on the actual number of months remaining in such quarter, by the Adviser if any investor is permitted to redeem prior to the end of a quarter, and the applicable fund will distribute such amount to the investor. The Hedge Funds are subject to a Management Fee of 0% to 1.5% per annum. For the Private Equity Fund, the Adviser generally receives a quarterly Management Fee equal to 0.375% (i.e., 1.5% annually) of the Limited Partner Percentage (as defined below) of the Private Equity Fund’s acquisition cost of all portfolio investments held by the Private Equity Fund as of the first day of such quarter (excluding the acquisition cost of all or any portion of any investment that has been disposed of by the Private Equity Fund or written off as worthless by the Private Equity Fund as of the last day of the immediately preceding calendar quarter). “Limited Partner Percentage” is the quotient of (x) the aggregate capital commitments of the limited partners in the Private Equity Fund (the “Limited Partners”) divided by (y) the aggregate capital commitments of the Limited Partners and the general partner of the Private Equity Fund. In accordance with Governing Documents, the Management Fee for the Private Equity Fund will be reduced by the Limited Partners’ percentage of directors’ and consulting fees, transaction fees, monitoring fees, break-up fees or equivalent compensation (in cash or securities) received by the general partner of the Private Equity Fund or the managing member from a portfolio company unless waived by the “LP Advisory Committee”. Expenses that are paid or reimbursed by portfolio companies will not reduce the Management Fee payable. The general partner of the Hedge Funds, Jericho Capital Advisors LLC, generally receives annual performance-based compensation equal to a percentage of the net profits of the Hedge Funds during such fiscal year, subject to a loss carryforward (the “Incentive Allocation”). Net profits include both realized gains and losses and unrealized gains and losses on securities held in each Hedge Fund’s portfolio. Generally, any net loss in a fiscal year allocated to any eligible investor is carried forward so that no Incentive Allocation is borne by such investor unless the losses have been recouped, subject to certain adjustments. The Incentive Allocation generally is 20% to 30% of net profits. The exact method of calculation and other terms of the Incentive Allocation are more fully detailed in each Hedge Fund’s Governing Documents. The general partner of the Private Equity Fund, Jericho Growth GP I LLC, is entitled to receive carried interest of up to 20% of profits on distributions derived from the disposition of investments in accordance with the Private Equity Fund’s Governing Documents. Jericho Capital Advisors LLC and Jericho Growth GP I LLC are collectively referred to herein as the “General Partners” or each a “General Partner”. The Adviser or the General Partners, in their sole discretion, will waive or reduce the Management Fee, Incentive Allocation, or carried interest, for any investors, including large or strategic investors. Fees are generally waived or reduced for principals, employees or affiliates of the Adviser (or a related person of the Adviser), and relatives of such persons. Neither the Adviser nor any of its supervised persons accept compensation for the sale of securities or other investment products. As more fully described in Governing Documents, the Adviser bears overhead expenses of an ordinary and recurring nature incurred in connection with the investment and other management services that it provides

for the Funds, such as rent, its compliance expenses (including expenses related to various filings, its registration and reporting requirements not specifically related to a Fund), supplies, secretarial expenses, stationery, charges for furniture and fixtures, employee insurance, payroll taxes and compensation of employees. The Hedge Funds bear all other expenses pertaining to their activities, including without limitation, legal, accounting (including third-party accounting services), audit, and other professional fees and expenses, Hedge Fund compliance expenses (including expenses related to various regulatory filings (or portions thereof) a Hedge Fund is required to make or the Adviser is required to make as a result of managing a Hedge Fund’s portfolio, and fees and expenses related to registration, filing and/or reporting requirements in any jurisdiction in which the interests in a Hedge Fund are offered or sold), administration fees and expenses, directors’ fees and expenses, organizational expenses, research expenses (including researchrelated travel), investment expenses such as commissions, third-party trading services, interest on margin accounts and other indebtedness, borrowing charges on securities sold short, custodial fees, bank service fees, insurance, the feeder funds’ pro rata share of the expenses of the master fund and other expenses related to the purchase, sale, preservation or transmittal of a Hedge Fund’s assets. The Private Equity Fund bears all other expenses pertaining to its activities that are not reimbursed by third parties, including without limitation, fees, costs and expenses incurred in connection with identifying, investigating, evaluating, acquiring, consummating, holding, maintaining, monitoring and disposing of securities for investment and disposition opportunities that are consummated or not consummated; any bank account, credit facility, guarantee, line of credit, loan commitment, letter of credit or similar credit support or other indebtedness involving the Private Equity Fund or any portfolio investment; actual or threatened litigation or administrative proceedings involving the Private Equity Fund; complying with (or facilitating compliance with) any applicable law, rule or regulation, regulatory filing or other expenses of the Private Equity Fund, its General Partner or the Adviser; complying with tax withholding and other information reporting regimes; legal, consulting, custodial, administration, auditing, accounting, appraisal, valuation and other professional services; any taxes or other governmental charges incurred or payable by the Private Equity Fund; premiums and fees for liability insurance allocated to the Private Equity Fund by its General Partner in good faith (including the Adviser’s group insurance policy, cyber-security policy, general partner’s, directors’ and officers’ liability or other similar insurance policies, errors and omissions insurance, financial institution bond insurance and any other insurance for coverage of liabilities to any person or entity that are incurred in connection with the activities of the Private Equity Fund); and all other non-recurring or extraordinary expenses attributable and allocable to the activities of the Private Equity Fund. The Adviser has adopted procedures to govern the allocation of expenses that are shared by more than one Client. Expenses that are incurred jointly for multiple Clients are generally allocated among those Clients pro rata or in such other manner that the Adviser considers fair and reasonable. The Adviser will bear the portion of an expense attributable to Clients for whom it is not permitted to charge such expense, as applicable. Certain types of expenses that the Adviser is permitted to allocate to a Client pursuant to such Client’s Governing Documents may be borne by the Adviser in its sole discretion while other Clients will bear similar types of expenses. Generally, brokerage and other transaction costs are borne by Clients. Brokerage and research expenses of the Funds may be paid through the use of “soft dollars”. Please refer to Item 12 Brokerage Practices of this Brochure for a discussion of the Adviser’s brokerage practices.

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The investment strategies and objectives, methods of analysis, and certain material risks applicable to each Client are set forth in detail in each Client’s respective Governing Documents. A brief summary of those matters is provided below. The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to Clients, and investment strategies pursued and investments made by the Adviser on behalf of its Clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each Client’s investment objective and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Clients and investors should be prepared to bear a substantial or complete loss of capital. There can be no assurance that the investment objective of any Client will be achieved. For the Hedge Funds, the Adviser seeks to generate superior risk-adjusted returns primarily through managing long and short equity positions with a focus on the global technology, media and entertainment, telecommunications and consumer sectors. The Adviser invests on behalf of the Hedge Funds in companies located in developed and emerging markets, including without limitation, North America, the United Kingdom, Western Europe, Eastern Europe, Asia Pacific, the Middle East, Africa and Latin America. The Adviser manages Hedge Funds that pursue two different investment strategies, the “Main Strategy” and the “Special Opportunities Strategy”. The Adviser may manage Funds that pursue other investment strategies in the future. The investment strategy of the Hedge Funds pursuing the Special Opportunities Strategy is more concentrated in a smaller number of investments than Funds pursuing the Main Strategy. The Special Opportunities Strategy will hold some of the same securities as accounts managed pursuant to the Main Strategy, but in different proportions as a percentage of capital. The amount of leverage employed by a Hedge Fund will fluctuate as a function of the risk parameters of individual investment positions, investment opportunities, and borrowing rates. In particular, the Adviser believes that above average investment opportunities may be available after major market disruptions and thus portfolio leverage normally should be limited in order to have capital available to invest should such a market upset occur. The Hedge Funds’ assets may at any time include U.S. and non-U.S. long or short positions in publicly traded or privately issued common stocks, investment companies (e.g., exchange traded funds), currencies, futures (including financial futures), forward contracts, preferred stock, stock warrants and rights, bonds, notes or other debentures, convertible securities, swaps, options (purchased and sold, covered and uncovered) and other securities or financial instruments. The Adviser may utilize a variety of financial instruments, including foreign exchange contracts for risk management purposes. The Adviser may seek to mitigate interest rate risk and currency risk associated with a Client’s portfolio through the use of various hedging strategies. These hedging strategies may include, among other things, interest rate swaps, currency exchange agreements and forward contracts. However, there can be no assurance that such hedging strategies will be implemented, or if implemented, will be effective. A Client may also trade such instruments for speculative purposes. The investment objective of the Private Equity Fund is to realize substantial long-term capital appreciation through investments in equity and equity-oriented securities of privately-held companies in the technology, media and communications related fields. These methods and strategies involve a risk of loss to investors in the Funds and such investors must be prepared to bear the loss of their entire investment.

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by the Adviser. These risk factors include only those risks the Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Adviser. Material risks relating to the Adviser’s investment strategies include: Concentrated Portfolio/Lack of Diversification. At times, Clients may have a highly concentrated portfolio. For example, the Private Equity Fund is not subject to any diversification requirements and may invest in a limited number of companies, sectors, countries, or regions. Client portfolios generally will not be diversified among a wide range of issuers, industries, geographic areas, capitalizations or types of securities and may have significant, concentrated positions. As a result, the portfolios may be subject to more rapid changes in value than would be the case if the portfolio were required to maintain a wide diversification among issuers, industries, geographic areas, capitalizations or types of securities. Such risks may be significantly higher for Clients that participate in the Special Opportunities Strategy and Private Equity Fund. Portfolio Turnover. The investment strategy of the Adviser for certain Clients may involve the taking of frequent trading positions, and, as a result, turnover and brokerage commission expenses of the Client may significantly exceed those of other investment entities of comparable size. Long/Short. The success of a Client’s long/short investment strategy depends upon the Adviser’s ability to identify and purchase securities that are undervalued and identify and sell short securities that are overvalued. The identification of investment opportunities in the implementation of a Client’s long/short investment strategies is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying a Client’s positions were to fail to converge toward or were to diverge further from values expected by the Adviser, a Client may incur a loss. In the event of market disruptions, significant losses can be incurred which may force a Client to close out one or more positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Hedging. A Client may utilize securities for risk management purposes in order to: (i) protect against possible changes in the market value of a Client’s investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect a Client’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in a Client’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of a Client’s securities; (vii) protect against any increase in the price of any securities a Client anticipates purchasing at a later date; or (viii) act for any other reason that the Adviser deems appropriate. A Client will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Adviser may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While a Client may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for a Client than if it had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged. Leverage. A Client may utilize leverage when implementing its investment strategies. Leverage increases returns to investors if a Client earns a greater return on leveraged investments than a Client’s cost of such leverage. However, the use of leverage exposes a Client to additional levels of risk including (i) greater losses from investments than would otherwise have been the case had a Client not borrowed to make the investments, (ii) margin calls or changes in margin requirements may force premature liquidations of investment positions, (iii) losses on investments where the investment fails to earn a return that equals or exceeds a Client’s cost of leverage related to such investments and (iv) fluctuations in interest rates on a Client’s borrowings, which may have a negative effect on a Client’s profitability. In case of a sudden, precipitous drop in the value of a Client’s assets, a Client might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying the losses incurred by a Client. Depending on conditions in the credit markets at any given time, the Adviser may find it difficult or

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The Adviser’s clients consist of the Funds, which are private investment vehicles, as described above. Investors in the Funds are generally required to make minimum initial investments or capital commitments of at least $1 million as more fully detailed in the Governing Documents for the applicable Fund. The General Partner or the Board of Directors of each Fund, as applicable, may waive the minimum initial investment amount at its discretion. Investors in Funds domiciled in the U.S. and U.S. persons investing in Funds that are domiciled overseas are required to be “accredited investors” as defined under the Securities Act and “qualified purchasers” as defined under the Investment Company Act. Investors in Funds domiciled overseas are required to be persons who (i) are not “U.S. Persons”, as defined under Regulation S of the Securities Act, or (ii) who are tax-exempt U.S. Persons (or entities substantially composed of tax-exempt U.S. Persons).

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As described in Item 5 above, the General Partners accept performance-based compensation from every Client (other than Clients that are not assessed performance-based compensation because it is assessed through another entity in a single master-feeder or similar structure), so the Adviser and its affiliates do not face certain conflicts of interest that may arise when an adviser accepts performance-based fees from some clients, but not from other clients. With respect to the Hedge Funds, because performance-based compensation is calculated on a basis that includes unrealized appreciation of the Hedge Funds’ assets, the performance-based compensation may be greater than if it were based solely on realized gains. It should be noted that the potential to receive performance-based compensation creates a potential conflict of interest in that the Adviser and its affiliates may have the incentive to make investments that are riskier or more speculative than they would make in the absence of performance-based compensation. Additionally, the Adviser may have the incentive to favor accounts that pay a higher performance-based fee. The Adviser recognizes that it has a fiduciary duty and as such must act in the best interests of its Clients. As is described in further detail in Item 12 below, the Adviser has adopted policies and procedures governing the allocation of investment opportunities in order to ensure that such allocation is fair and equitable to all Clients. Further, Clients and Fund investors are provided with clear disclosure in the applicable Governing Documents as to how the performance-based compensation is charged.

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The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a brokerdealer. The Adviser and its 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. The Adviser is an exempt commodity pool operator. Josh Resnick, the principal of the Adviser and the General Partners, is also one of three directors of the offshore Hedge Funds. The Hedge Funds’ two other directors are independent of the Adviser and the General Partner of the Hedge Fund. The Adviser has affiliated entities that serve as the General Partners or managing member of certain Funds, and each such Fund will be managed by its respective General Partner or managing member. In addition, employees and persons acting on behalf of the General Partners or managing member are subject to the supervision and control of the Adviser. Thus, the General Partners or managing member, any of their employees and the persons acting on its behalf would be “persons associated with” the Adviser so that the SEC could enforce the requirements of the Investment Advisers Act of 1940 (the “Advisers Act”) on the General Partners or managing member. Providers of Portfolio Company Support. Portfolio companies will from time to time engage with other companies and individuals (“Portfolio Company Support Providers”), which may be affiliates or employees of a General Partner or the Adviser, employees of such affiliates, portfolio companies of other of the Adviser’s affiliate’s funds, “consultants” (including specialized consultants, external executives, and industry advisory roundtable members), “entrepreneur partners”, “venture partners”, “entrepreneurs-in-residence”, “executives-in-residence”, “contractors,” “growth experts”, “industry experts”, “operating partners”, or “advisers” (as those terms are generally understood in the venture capital industry) and other similar professionals. The Portfolio Company Support Providers are engaged to provide operational support, specialized operations and consulting services and similar or related services to, or in connection with, one or more portfolio companies in relation to the identification, acquisition, holding, improvement and disposition of such portfolio companies (“Portfolio Company Support Services”). These services may be high level insight or extensive day-to-day roles, and may include support to the General Partner or portfolio companies regarding, among other things, the company’s management (including serving in management positions or participating in determining corporate strategy), data intelligence, finance (including generating metrics and reporting and business restructuring), legal, human capital management (including recruiting personnel and determining executive/incentive compensation), information technology, corporate communications, customer service, sustainability (including, strategy, policy and reporting development), real estate matters and similar operational matters. The nature of the relationship with each such Portfolio Company Support Provider and the time devotion requirements of each such Portfolio Company Support Provider may vary significantly. Certain Portfolio Company Support Providers may be subject to contractual obligations to exclusively provide certain services to the Private Equity Fund and/or the portfolio companies. These arrangements may be memorialized in a formal written agreement or may be informal and are negotiated individually, depending upon the anticipated Portfolio Company Support Services to be provided. Portfolio Company Support Providers may be offered the ability to co-invest alongside the Private Equity Fund, or may have pre-existing investments in such portfolio company, including in investments in which such Portfolio Company Support Provider is involved or participates in the management thereof. Pursuant to a partnership agreement, fees and expenses associated with Portfolio Company Support Services (“Operations Expenses”) may be paid and/or reimbursed by portfolio companies and/or the Private Equity Fund. Operations Expenses (including Operations Expenses incurred in connection with an affiliated Portfolio Company Support Provider) may include an annual fee or retainer, a discretionary bonus, a profits or equity interest in the Private Equity Fund and/or portfolio company or other incentive-based compensation to the Portfolio Company Support Provider. The determination of whether a service is a

Portfolio Company Support Service will be made by the General Partner, in its sole discretion. Operations Expenses will, from time to time also be incurred in respect of portfolio companies prior to the closing of the investment. In the event one or more Portfolio Company Support Providers (directly or indirectly) is providing services with respect to the Private Equity Fund and other Clients, such Operations Expenses will be allocated among the funds as determined by the General Partner or Adviser, as applicable in a fair and equitable manner. To the extent any such Operations Expenses are payable to any affiliated Portfolio Company Support Provider by the Private Equity Fund or a portfolio company, such Operations Expenses will not be considered fees subject to offset and will not reduce any fees otherwise payable to the Adviser or its affiliates; provided, however, for the avoidance of doubt that fees received by full-time, permanent employees of the Adviser will be subject to offset. The General Partner’s good faith determination as to whether a service is a Portfolio Company Support Service, the categorization of any fees and expenses (e.g., as Operations Expenses) and the allocation of such fees and expenses shall be binding on the Private Equity Fund and its investors. Over time, certain existing and former employees of the Adviser (including senior personnel) may transition to a Portfolio Company Support Provider role, which would shift the burden of compensation of such persons from the Adviser to the Private Equity Fund and/or its portfolio companies. Positions with Portfolio Companies. Employees of the Adviser from time to time serve as directors of, or observers on boards with respect to, certain portfolio companies. While conflicts of interest arise if such employee’s fiduciary duties as a director conflict with those of the Private Equity Fund, it is expected that the interests will be aligned. Additionally, such employees are required to remit any remuneration they may receive as directors to the Private Equity Fund. In addition, employees of the Adviser may on occasion leave the employment of the Adviser or its affiliates and become an officer or employee of a portfolio company. Employees are generally prohibited from receiving consulting, management or other fees personally from portfolio companies; however, certain Portfolio Company Support Providers that are technically employees of the Adviser may receive such fees as detailed above. Decisions made by a director may subject the Adviser, its affiliate or the Private Equity Fund to claims they would not otherwise be subject to as an investor, including claims of breach of duty of loyalty, securities claims and other director-related claims. Employees of the Adviser may also be asked to serve as directors of, or observers with respect to, certain entities in which the Private Equity Fund has fully exited its ownership interest. Such companies are not portfolio companies of the Private Equity Fund and as a result, any compensation received by such Adviser employee is not subject to the management fee offset, or otherwise shared with the Private Equity Fund and/or investors. The Adviser does not recommend or select other investment advisers for its Clients.

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The Adviser has adopted a Code of Ethics (the “Code”). The Code describes that the Adviser and its covered persons must put the interests of the Adviser’s Clients before their own interests and act honestly and fairly in all respects in their dealings with Clients. All of the Adviser’s covered persons are also required to comply with applicable federal securities laws. Clients and investors may request a copy of the Code by contacting the Adviser at the address or telephone number listed on the first page of this Brochure. In accounts of the Adviser or its covered persons (“Proprietary Accounts”), transactions of certain securities or opportunities that may be eligible for investment by the Adviser’s Clients require pre-clearance approval under the Code. Though our policies are intended to limit or prevent these transactions, they present conflicts in several scenarios, including the following: Potential Execution Priority Conflicts. At times, the Proprietary Accounts are in a position to trade in a manner that could adversely affect Clients (e.g., by executing their own trades before or after trades for Clients are executed and benefitting from any price movements due to such trades). In addition to affecting the Adviser’s or its covered persons’ objectivity, these practices by the Adviser or its covered persons may also harm Clients by adversely affecting the price at which a Fund’s trades are executed. Potential Conflict on Determinations Regarding Appropriateness. At times, Proprietary Accounts invest in securities of an issuer that the Adviser has determined are not appropriate for the Funds’ investment programs. In these situations, the Adviser may be incentivized to determine that an attractive opportunity is not suitable for Clients, thereby freeing up the opportunity for one or more Proprietary Accounts. Potential Pre-Existing Interest Conflicts. From time to time, a Proprietary Account takes a position in an issuer that was deemed to be inappropriate for a Client account at one time, but where, at a later time, transacting in securities of that same issuer is deemed to be suitable for a Client (such as a situation where the Adviser’s covered persons invest in a privately-held issuer that later conducts an initial public offering). These kinds of investments pose a conflict if the success of the later offering was needed to preserve the value of the earlier investments made by the Proprietary Accounts. “Free Riding” Conflicts. To the extent that the Adviser’s personnel invest in opportunities that the Adviser is researching (or had researched) for one or more Clients, the Adviser’s personnel will benefit from research or analysis obtained by, or performed for or on behalf of, Clients. In circumstances where the Funds are charged for such research or analysis, the Adviser will bear the portion of the expense of such research or analysis attributable to the investments of the Adviser’s personnel. The foregoing activities could be viewed as creating conflicts such as (i) incentivizing the Adviser to narrowly determine the securities that are appropriate for, and are potentially considered for purchase by, the Funds, (ii) incentivizing the Adviser to invest in opportunities that preserve the value of an earlier Proprietary Account investment, (iii) allowing the Adviser to trade on the basis of research efforts paid for by Clients, and (iv) resulting in the time and effort of the covered persons not being devoted exclusively to seeking opportunities for the Funds. Furthermore, the activities described in this paragraph can result in significant overlapping positions among the Funds and Proprietary Accounts, in which case the conflicts described in the paragraph above following the heading “Potential Execution Priority Conflicts” will exist. As described below, the Adviser has adopted the Code, which contains policies and procedures designed to minimize any actual or potential conflicts. In addition, the Adviser has adopted other policies and procedures that are designed to minimize the other conflicts described above. As a general matter, the Adviser’s covered persons must pre-clear transactions in reportable securities in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the

transaction if such transaction will have an adverse impact on the Funds. In addition, the Adviser’s Code prohibits the Adviser and its covered persons from executing personal securities transactions of any kind in securities on a restricted list maintained by the Adviser. All of the Adviser’s covered persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis and trading in employee accounts will be reviewed and compared with transactions for the client accounts and reviewed against the restricted list. Employees of certain service providers, including broker dealers, are investors (or are affiliated with investors) in the Funds. The amount of investment from investors related to any one service provider is not material to a Fund or the Funds overall. The Adviser is faced with a conflict of interest in recommending the retention or renewal of services from a third-party service provider, as the Adviser has an incentive to maintain its relationship with the service-provider-related investor. The Adviser does not select third-party service providers or allocate brokerage transactions based on such relationships. The Adviser selects and renews third-party service providers consistent with its due diligence procedures, and the Adviser allocates brokerage transactions pursuant to its fiduciary duty to Clients and its policies regarding best execution. The Adviser may determine that it would be in the best interests of certain clients to transfer a security from one client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If the Adviser decides to engage in a Cross Trade, the Adviser will determine that the trade is in the best interests of each client involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. Cross Trades may be executed with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two clients may occur as an “internal cross”, where the Adviser instructs the custodian for the clients to book the transaction at the price determined in accordance with the Adviser’s valuation policy. If the Adviser effects an internal cross, the Adviser will not receive any fee in connection with the completion of the transaction. To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Client by the Adviser or its personnel, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act.

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The Adviser seeks to obtain best execution for the Hedge Funds’ transactions, and considers a number of factors in selecting broker-dealers to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include, but are not limited to, financial stability of the broker; the actual executed price of the security and the broker’s commission rates; research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance the Adviser’s general portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; the operational facilities of the brokers and/or dealers involved (including back office efficiency); and the ability to handle a block order for securities and distribution capabilities. In selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser’s practice to negotiate “execution only” commission rates, thus a Client may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Adviser does not expect to engage in regular public securities transactions for the Private Equity Fund but will seek to obtain best execution for any such transactions. The Adviser maintains policies and procedures to review the quality of executions, including periodic reviews by its Best Execution Committee. Soft Dollar Usage The Adviser limits the use of commissions or “soft dollars” to pay for “research” or “brokerage” products or services which constitute research and brokerage within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Within the last fiscal year of the Adviser, the types of products and services the Adviser or its related persons acquired with Client brokerage commissions (or markups or markdowns) included, among other things: research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; corporate access (including but not limited to meetings with corporate executives); discussions and/or meetings with industry experts; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; services and software related to the execution, clearing and settlement of securities transactions and functions incidental thereto (e.g., connectivity services between the Adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; and software used to transmit orders. When the Adviser uses Client commissions to obtain Section 28(e) eligible research and brokerage products and services, the Adviser periodically reviews and evaluates its soft dollar practices and to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. This determination will be viewed in terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or portfolios over which the Adviser exercises investment discretion. The use of Client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. The Adviser may consider its receipt of such research or other products or services, as well as other factors, in determining which broker-dealer to select or recommend and therefore may have an incentive to make such selection or recommendation on factors unrelated to a Client’s interest in receiving

most favorable execution. The Adviser may cause Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for such Clients. Such soft dollar benefits are used to service all Clients, and not just those Clients that paid for the benefits. Conversely, a Client may not receive a soft dollar benefit event though such benefits are paid for with soft dollar credits generated, all or in part, in connection with such Client’s trading activities. In some instances, the Adviser may obtain a product or service that is used, in part, by the Adviser for Section 28(e) eligible purposes and, in part, for other purposes (i.e. a “mixed use” item). In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by Client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Adviser from its own resources or by Clients if it is a Client expense. The determination of the appropriate reasonable allocation of “mixed use” products and services creates a conflict of interest between the Adviser and Clients. From time to time the Adviser participates in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to Clients or recommend the Adviser or the Funds. The Adviser may place portfolio transactions for Clients with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution. In no event will the Adviser select a broker-dealer as a means of remuneration for recommending the Adviser or any Funds managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs. Consistent with seeking to obtain best execution, the Adviser employs a number of policies and procedures designed to mitigate the conflicts identified in this section. Trade Aggregation and Allocation It is the Adviser’s policy, when appropriate, to aggregate a Client’s securities and commodity futures transactions with those of other Clients that are being made simultaneously, if the Adviser believes aggregation is reasonably likely to result in an overall economic benefit to its Clients in the aggregate. The Adviser will not aggregate orders unless doing so is consistent with its duty to seek best execution. Instances in which Client orders may not be aggregated include, but are not limited to, the following: •

The Adviser determines that the aggregation is not appropriate because of tax, legal, regulatory or administrative reasons;

•

A particular Client’s investment strategy imposes restrictions that would prevent the Adviser from aggregating the order with other Clients; and

•

The transactions must be effected at different times or prices, making aggregation unfeasible.

In such instances, Clients may receive less favorable prices or incur increased transaction costs than would have been the case if such transactions were aggregated. When aggregating orders, all Clients will be treated in a fair and equitable manner. Each participating Client will pay its proportionate share of the total commission and pay or receive its proportionate share of the total cost or sales proceeds. To address allocation of “split fills” (i.e., transactions filled at different prices throughout the trading day) or “partial fills” (i.e., transactions not filled in their entirety on the same trading day), accounts will participate on a pro rata basis, based on the account’s planned participation in such

order, using an average share price for the trading day in question. The Adviser manages Clients across two distinct strategies in the Hedge Funds, the Main Strategy and the Special Opportunities Strategy, and a distinct strategy for the Private Equity Fund. Due to the nature of the strategies, there are situations where accounts managed pursuant to one strategy do not participate in transactions executed pursuant to another strategy. For example, the Special Opportunities Strategy often will not participate in transactions executed pursuant to the Main Strategy. Moreover, due to the nature of the strategy, trades placed in connection with the Special Opportunities Strategy will often not be made simultaneous with the Main Strategy but rather may follow trading for the Main Strategy. There will also be instances in which a transaction will only be executed on behalf of one of the strategies. For example, the Adviser may need to “ramp up” a position in the Special Opportunities Strategy for which accounts managed pursuant to the Main Strategy have already achieved their target allocation. As a result of the foregoing, accounts managed pursuant to the Special Opportunities Strategy may incur materially different transaction costs or receive materially different prices than accounts managed pursuant to the Main Strategy. The Adviser also invests in certain investments on behalf of only one strategy. In addition, there may be times when the Adviser may buy (or sell) a security for one strategy while simultaneously selling (or buying) the same security for another strategy. Accordingly, the investment activities or strategies used for certain Clients (including, purchases and sales in a particular position) at times conflict with the investment activities and strategies employed, or positions held, by another Client, and affect the prices of the financial instruments in which such Client invests. The Adviser has adopted an allocation policy which addresses the allocation of investment opportunities across Clients and serves in part to mitigate the conflicts identified in this section. The Private Equity Fund will typically not participate in transactions for the Hedge Funds. However, certain of the Hedge Funds may co-invest alongside the Private Equity Fund in private investments. The allocation of investment opportunities between the Private Equity Fund and Hedge Funds (including the determination of which opportunities to allocate to the Hedge Funds and how any such opportunity is split between the Private Equity Fund and the Hedge Funds) will be determined by the Adviser in its discretion on a case-bycase basis, taking into account such factors that it deems relevant, including without limitation: the size of the investment opportunity (including projected follow-on investment requirements); the amount of capital that the Private Equity Fund and Hedge Funds have available for new portfolio company investment opportunities; the nature and stage of the portfolio company; portfolio construction matters; and any investment restrictions in relevant Governing Documents. The Adviser may offer a co-investment opportunity to a related person or third party, including to an investor or prospective investor in a Fund, in the event that the amount of an investment opportunity offered to the fund exceeds the amount that the fund has committed to invest. Prior to offering co-investment opportunities, the Adviser intends to determine the tentative allocation of co-investment among those investors and other parties that have (i) expressed interest to the Adviser in co-investment opportunities and (ii) have such knowledge and experience in financial and business matters necessary to make them capable of evaluating the merits and risks of the prospective investment (“Eligible Investors”). The Adviser will determine, in its sole discretion, whether a prospective co-investor is an Eligible Investor and may also consider factors such as investable assets relative to size of investment opportunity, perceived ability to quickly fund or execute on transactions, history of responsiveness within the time frame required for past co-investments or other matters, investment experience in the industry to which the investment opportunity relates, tax, regulatory and/or securities law considerations, and other appropriate factors.

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The Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services. There are no sales charges payable to the Adviser in connection with the offering of interests and shares in the Funds. The Adviser does not use placement agents, solicitors or other third parties for client referrals. The Adviser is not currently a party to any placement agent agreement providing for compensation to be paid to third parties for marketing interests in the Funds, and the Adviser does not directly or indirectly compensate any third-party for client referrals. As described in Item 12, the Adviser receives certain research or other products or services from brokerdealers through “soft-dollar” arrangements. Please see Item 12 for further information on the Adviser’s “softdollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices.

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In the past ten years, there have been no legal or disciplinary events involving the Adviser or any of its management persons that are material to a Client’s or prospective Client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

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The Portfolio Manager of the Adviser performs various periodic reviews of Clients’ portfolios with regard to investment objectives and the suitability of the investments used to meet such objectives. The Adviser’s back office reconciles and reviews all portfolio activity and generates portfolio reports on a daily basis to ensure accuracy of all securities, quantities and prices contained therein. A review of a Clients’ portfolios may be triggered by any unusual activity or special circumstances. Investors in the Funds generally receive unaudited reports from the Adviser documenting the performance of the Fund(s) in which they invest. In addition, the Adviser distributes copies of the audited financial statements of the Funds at least annually to investors for the Funds in which they invest, generally within 120 days after the end of the period to which the audit relates. The Adviser also distributes tax reports as promptly as practicable after the end of each fiscal year to investors in the U.S. Fund.

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The Adviser is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) as the Adviser is deemed to have custody over the Funds. However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each of the Funds because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each of the Funds be subject to audit 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 requires that each of the Funds distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

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The Adviser provides investment advisory services on a discretionary basis to its Clients. The Adviser has full discretionary authority to manage Client accounts, including authority to make decisions with respect to which securities are purchased and sold for Clients, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Adviser’s authority is limited by its own internal policies and procedures and each Client’s Governing Documents. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances (and the applicable standard of liability in the relevant client agreement) to determine an appropriate course of action. To the extent that trade errors occur, the Adviser’s error correction procedure is to ensure that Clients are treated fairly. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. In the event that a Client incurs a trade error resulting in a loss as a result of the Adviser’s breach of the applicable standard of care, the Adviser will seek to correct such trade error in a manner such that the Client incurs no loss. Losses arising from trade errors that result from circumstances other than by breach of the applicable standard of care will be borne by the relevant Client(s). All gains resulting from trade errors will be retained by Clients.

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Proxy Voting The Adviser is subject to Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. The Adviser has adopted proxy voting policies and procedures (the “Proxy Voting Policies”). To the extent the Adviser has been delegated proxy voting authority on behalf of its Clients, the Adviser complies with the Proxy Voting Policies that are designed to ensure that in cases where the Adviser votes proxies with respect to Client securities, such proxies are voted in the best interests of its Clients. The Adviser may determine to abstain from voting, if the Adviser believes abstaining is in the best interests of its Clients. In fulfilling its obligations to Clients, the Adviser endeavors to act in a manner that will enhance the economic value of the underlying securities held by each Client. To assist the Adviser in its responsibilities for voting proxies, an unaffiliated, third party proxy voting services firm has been retained as an expert in the proxy voting and corporate governance area. The Adviser’s Chief Compliance Officer and Portfolio Manager have reviewed, and approved proxy paper guidelines prepared by the proxy voting services firm and its designees and have determined that these guidelines accurately reflect the Adviser’s objective standards in voting proxies. The Adviser will generally vote proxies based upon the recommendations of the proxy voting services firm consistent with the proxy paper guidelines; however, the Adviser will exercise its own judgment on a caseby-case basis and may override any recommendation of the proxy voting services firm that it does not believe is in the best interest of its Clients. In the event the Adviser fails to instruct the proxy voting services firm on how to vote a proxy, the proxy voting services firm is directed to vote in accordance with its recommendations. The third-party proxy service automatically pre-populates the Adviser’s proxy votes based on the third-party voting service’s voting guidelines which have been approved by the Adviser. To the extent the Adviser becomes aware that an issuer that is the subject of the third-party proxy agent’s voting recommendation intends to file or has filed additional soliciting materials (“Additional Information”) after the Adviser has received the third-party proxy agent’s voting recommendation but before the proxy submission deadline, and the Additional Information would reasonably be expected to affect the Adviser’s voting determination, the Adviser will consider the Additional Information prior to exercising voting authority to confirm that the Adviser is voting in its Clients’ best interest. In addition, the Adviser seeks to ensure that the third-party proxy agent is not permitted to utilize information regarding how the Adviser intends to vote in a manner that would not be in the best interest of the Adviser’s Clients. In addition, the Proxy Voting Policies address: (i) overriding a vote recommendation from the proxy voting services firm; (ii) responsibilities of certain parties with regard to the proxy voting process; (iii) how material conflicts of interest are resolved to ensure that all proxies are voted in the best interests of Clients; and (iv) maintenance of certain books and records related to the proxy voting process. Individual investors in the Funds are not permitted to direct the Adviser on how to cast a proxy vote in a particular solicitation. If a material conflict of interest between the Adviser and its Clients exists with respect to voting proxies, the Adviser will determine whether voting in accordance with the guidelines set forth in the Proxy Voting Policies is in the best interests of each Client. Clients may request a copy of the Adviser’s Proxy Voting Policies by contacting the Adviser at the address or telephone number listed on the first page of this Brochure.

Class Actions The Adviser has retained a third-party service provider to assist the Funds with participating in class action lawsuits (each a “Claim”). The Adviser may determine that it is not in the best interest of one or more of the Funds to participate in a Claim. Otherwise, the third-party service provider assists the Adviser in (i) identifying the Fund(s) that held shares during the period covered by the Claim, as well as the amount of shares held and the acquisition and disposition prices, (ii) filing a proof of claim form generated by the class action lawyer and/or class action administrator, and (iii) monitoring the Claim and ensuring any proceeds are accurately distributed to the Funds. The third-party service provider receives a fixed percentage or amount of any class action settlement received by the Funds as compensation for the services performed. The remainder of the settlement derived from any Claim will be allocated among the Funds pro-rata based upon each Fund’s participation in the Claim (or in any other manner determined to be in the best interests of the Funds by the Adviser). Any proceeds ultimately received from a class action are expected to be credited to the applicable Funds for the benefit of the then-current investors only, unless otherwise determined by the Adviser.

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The Adviser is not required to include a balance sheet because the Adviser is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.