Kawa Capital Management, Inc

4.A. Advisory Firm Description For purposes of this Brochure, “we” or “Kawa” means the Adviser together (where the context permits) with certain of its affiliates, as described herein. Kawa is an independent asset manager founded in 2007 by Daniel Ades and Alexandre Saverin. Adviser is wholly owned by Kawa Holdco, Inc. (“Kawa Holdco”), a Delaware corporation. For additional information about the firm’s ownership, please refer to Schedules A and B of our Form ADV Part 1A. In October 2011, we registered with the SEC as an investment adviser. Adviser has been a member of the NFA and registered with the CFTC as a Commodity Pool Operator since September 2012 and as a Commodity Trading Advisor since December 2020. The registration of Adviser with the SEC and CFTC must not be taken as an indication that either agency has recommended or approved either Kawa or its advisory services. 4.B. Types of Advisory Services The Adviser provides investment advisory and asset management services as an investment adviser or sub-adviser to private investment funds, consisting of: (i) an open-end master-feeder fund structured as a British Virgin Islands limited company with an onshore feeder and an offshore feeder (collectively, “The Kawa Fund”); (ii) other private investment funds (either open-end or closed-end) focused on a particular sector and/or strategy described further in such fund’s offering documents (“Strategic Funds”); and (iii) other closed-end private investment funds, each created for a specific and limited investment (“SPE Funds” and, together with The Kawa Fund and the Strategic Funds, the “Funds” and each a “Fund”). The Funds’ organization structures typically include both domestic and foreign companies. In addition to advising Funds, the Adviser provides investment advice and asset management on a non-discretionary and discretionary basis to individual, entity, and institutional clients, through separately managed accounts (“SMAs”, and individually, “SMA”). Funds and SMAs are referred to herein collectively as “Clients.” For information on certain other forms of non-advisory services, see Section 10.C. (Material Relationships or Arrangements). 4.C. Client Investment Objectives/Restrictions Kawa manages each Client’s assets in accordance with the Client’s specified investment objectives, strategies, and restrictions, which are set forth in offering documents or written agreements, as applicable. Across its various products, Kawa typically employs diverse, event-driven or opportunistic approaches across multiple asset classes, with particular emphasis on real estate, lending, renewable energy, sovereign debt, currencies, and the equity and debt of public and private companies across a wide variety of sectors. Kawa does not modify its securities recommendations to its Funds based on the particular interests of the Funds’ underlying investors. Therefore, before investing, such investors should consider whether the applicable Fund meets their investment objectives and risk tolerance. Information about each Fund can be found in its offering documents. 4.D. Wrap-Fee Programs Kawa does not participate in, nor is it a sponsor of, any wrap fee programs. 4.E. Client Assets Managed as of December 31, 2025

Discretionary Assets Non-Discretionary Assets Total Assets

$ 2,732,768,984 $ 83,230,431 $ 2,815,999,415

Client Assets Managed reflect Kawa’s Regulatory Assets Under Management (“RAUM”) as reported on Item 5.F. of Kawa’s Form ADV Part 1A. The amount of Kawa’s RAUM differs from the amount of Assets Under Management that Kawa presents in certain of its customer-facing materials, which is inclusive of asset management services provided in connection with assets that are not securities, as defined under the U.S. Securities Act of 1933, as amended, and/or the U.S. Securities Exchange Act of 1934, as amended. The figures above are calculated without double counting assets attributable to SMA Clients’ investments in the Funds, if applicable.

5.A. Adviser Compensation Funds Kawa provides investors in its Funds with statements on at least a quarterly basis, in accordance with Rule 211(h)(1)-2 promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For more information see Item 15 (Custody; Account Statements). Management & Performance Fees Kawa typically receives two types of compensation from its Clients: (i) management compensation in the form of management fees or priority profit sharing (“PPS”); and/or (ii) for “Qualified Clients” (as defined under the Advisers Act) where applicable and indicated in the relevant Fund offering documents, performance-based compensation, which takes the form of carried interest or performance fees, and which may be subject to the operation of a “high water mark,” or “hurdle”. Generally, the compensation received by Kawa (or one of its affiliates) in the form of management compensation ranges from 1% to 2% per annum of the net assets of the Fund (although for certain Funds, the management compensation is calculated based on other metrics detailed in the applicable Fund offering documents) and the performance-based compensation generally ranges from 10% to 20% of each investor’s share of the profits of the Funds. PPS arrangements involve the allocation of a recurring first charge on the net profits of a fund each time such fund’s net asset value is calculated. PPS charges accrue until a Fund’s income is sufficient to pay them in full. Kawa reserves the right, in its sole discretion, to negotiate and to charge lower management and/or performance-based compensation for any Client account based on the Client’s particular needs as well as overall financial condition, goals, risk tolerance, and other factors unique to the Client’s particular circumstances. In addition, Kawa has in the past waived, reduced, and rebated, and reserves the right, in its sole discretion, to waive, reduce, or rebate all or any portion of the management and/or performance-based compensation with respect to any Client, or to any investor in a Fund, including affiliates, employees, partners, members or directors of Kawa or its affiliates, including their respective related persons. Certain Other Fees Subject to the relevant Fund offering documents, certain Funds also pay fees to Kawa for certain services, including, but not limited to, one or more of the following: sourcing investment opportunities, performing due diligence and other deal work for opportunities including, without limitation, real estate transactions and loans. Such fees are typically referred to as “Acquisition Fees”, “Funding Fees”, “Servicing Fees” or “Diligence Fees” and are in varying amounts and based on different criteria, in each case depending on the investment opportunity. Separately, a counterparty or other third party, such as a borrower under a loan made by a particular Fund or its subsidiary, and not the relevant Fund, may also pay fees to Kawa in connection with such investment in the form of origination or funding fees, exit fees, extension fees or breakup fees. All fees payable to Kawa in connection with an investment opportunity, whether paid by the Fund or a third party and/or whether such fees offset management compensation, are set forth in the relevant Fund offering documents. Separately Managed Accounts

Kawa’s fees for SMAs vary materially depending on the investment strategy, among other factors, and are negotiated on a case-by-case basis. These fees are reflected in the agreement specifically governing the SMA, and typically consist of management compensation based on the value of the assets (nominal or notional) Kawa manages for such SMA. SMAs that are Qualified Clients may also be charged performance-based compensation for Kawa’s investment advisory services. Kawa has waived, reduced and rebated, and reserves the right, in its sole discretion, to waive, reduce or rebate all or any portion of the management and/or performance-based compensation with respect to any SMA, including providing fee-free investment advisory services for affiliates, employees, partners, members or directors of Kawa or its affiliates, including their respective family members or accounts. Sub-Advisory Fees Kawa also provides sub-advisory services to certain pooled investment vehicles and SMAs managed by other advisers. The compensation for such sub-advisory services varies and is negotiated by Kawa and the sub-advised pooled vehicle’s or SMA’s sponsor/investment adviser. Sub-advisory compensation paid to Kawa typically involves management fees and performance-based compensation, with the specific terms of that compensation set forth in the sub-advised pooled vehicle’s offering documents and/or a sub-advisory agreement. 5.B. Direct Billing of Fees Typically, Kawa deducts its advisory compensation directly from Client assets but, in certain circumstances (in particular, for SMAs), Kawa invoices Clients directly. 5.C. Other Fees & Expenses Other than management and performance-based compensation, below is a general description of other various fees and expenses Clients have been and may be charged, where applicable to that Client, as provided in the relevant Fund or SMA documentation. As a general matter, higher fees and expenses paid by a Fund or SMA reduce returns, while lower fees and expenses increase those returns. In addition to and/or in clarification of the compensation paid to Kawa, and as described above in Item. 5.A. (Adviser Compensation), each Client bears directly, or indirectly, other fees and expenses incurred (in this Item 5.C., references to fees and expenses to be borne by Client include, without limitation, those incurred by or on behalf of any Client-subsidiary, and those in relation to any portfolio asset or investment of the Client). Fund expenses typically include, but are not limited to, the following, as applicable: (i)

direct and indirect expenses and costs (such as, but not limited to, brokerage commissions and other transaction-execution costs; transfer fees and expenses, dealer spreads, giveup fees; NFA fees; exchange-related fees, externally incurred costs of establishing and utilizing electronic trading, computer, software and systems connections directly or indirectly with brokers and counterparties or with third parties to facilitate electronic trading with brokers and counterparties; clearing fees; operating expenses (e.g., trade clearance and settlement; corporate action processing; trade confirmation and reconciliation); valuation and portfolio pricing; interest charges; custodial and transfer fees, charges and financing charges; and applicable withholding and other taxes);

(ii)

(iii) (iv) (v)

(vi)

(vii)

(viii)

(ix)

(x) (xi) (xii) (xiii)

all fees, costs, expenses, liabilities, and obligations attributable to investments for the Client, including those related to research (e.g., database access), purchase, sale, transmittal or custody of trading assets, and all costs and expenses for operations technology (e.g., order, execution, and portfolio management applications and hardware, and any consultants or other service providers related to the maintenance and operation of same) utilized by, or for the benefit of, the Client; costs and expenses associated with or deriving from obtaining and maintaining exchange memberships and credit ratings; any taxes and duties payable in any jurisdiction in connection with the particular Client’s operations; compliance costs of regulatory and governmental inquiries, subpoenas and proceedings (in each case, to the extent involving the particular Client or Kawa in its capacity as investment adviser to the Client, and only to the extent permitted by Advisers Act Rule 211(h)(2)-1); costs associated with finding (e.g., finder’s fees), brokering, real estate commissions, structuring, restructuring, organizing, reorganizing, pricing and valuing, appraisal, due diligence, including background investigations on third parties, titling and title transfer, acquiring, developing, financing, refinancing, obtaining credit ratings, engineering and environmental costs and expenses, managing (e.g., property and asset management fees), operating, holding, taking public or private, winding up, liquidating, dissolving or disposing of a Client or a Client’s investments; including without limitation, interest on borrowings and commitment fees, and related expenses payable to lenders, brokerage commissions, bank service fees, withholding fees and charges, and other trading-related expenses, fees of independent pricing services, extraordinary expenses such as costs of a litigation or investigation related to the Client or to a Client(s) investment; costs of any litigation or investigation involving Client activities and, to the extent applicable, indemnification costs and expenses, and the cost of any legal judgments and settlements, in each case to the extent permitted by Advisers Act Rule 211(h)(2)-1; legal, financial and tax accounting, auditing, bookkeeping, and other professional fees and expenses, including without limitation, consulting, expert, and appraisal fees and expenses pertaining to the Client; costs and expenses associated with the preparation and distribution of financial statements, tax returns, tax estimates, FATCA filings and Schedule K-1s or any other administrative, regulatory, or other government-related reporting or filing; and any jurisdiction-specific investor reporting, or other supplemental reporting such as risk reports including, without limitation, OPERA reports; external administrative costs (including the fees and out-of-pocket expenses of any thirdparty administrator); establishing computer and systems connectivity with the administrator and other thirdparty service providers; any paying agency, transfer agency, accounting verification (if any) and/or investor registrar services; due diligence expenses, including due diligence relating to anti-money laundering, know your customer and other inquiries;

(xiv) (xv)

(xvi)

(xvii) (xviii)

(xix)

(xx)

(xxi) (xxii)

costs of maintaining a Client’s registered office in any applicable jurisdiction; costs associated with the offering and sale of beneficial interests in a Fund (including, without limitation, all ongoing offering expenses of the Fund; professional fees and expenses in connection with the update of the offering documents, constitutional documents and other relevant documents; communication expenses with respect to investor services and all expenses relating to investor meetings, if any; and costs of preparing, printing, mailing, and distributing financial and other reports, forms, proxies and similar documents); reasonable promotional expenses related to marketing efforts by the Fund’s investment manager, or a placement agent (third-party or affiliated with the manager) (other than any placement fees); legal, compliance, tax, bookkeeping, accounting and audit costs, fees and expenses relating to the Client’s regulatory and self-regulatory filings, registrations, memberships and reporting (including, but not limited to, expenses incurred in connection with complying with applicable U.S. and non-U.S. reporting obligations, such as those required by the SEC, the CFTC, the NFA, and their counterparts in other jurisdictions, as applicable, as well as out-of-pocket costs of preparing regulatory filings related to the Client or us with respect to the Client, including but not limited to Form PF and Form CPO-PQR, or any other administrative, regulatory or other government related report or filing); the costs and fees attributable to any third-party proxy voting or class actions service or consultant; travel and related expenses of Kawa personnel (including first class airfare, business class airfare and/or private charter (only when reasonably necessary, in Kawa’s discretion, due to lack of adequate commercial aviation options), lodging, ground transportation and meals) incurred in connection with the Client’s existing investments, potential investments or operations (e.g., related to investment research, due diligence, execution, inspection, meetings with counterparties, structuring advisors or issuers (or equivalent); Directors’ fees and expenses; and any Client’s Advisory Committee-related fees and expenses, including for meetings and operations; all out of pocket fees, costs and expenses incurred by the Client, or any other person in connection with and if applicable, any meetings of investors or committees related to the Client’s investments; the Client’s insurance costs, including without limitation, for liability, errors and omissions insurance (including insurance for the members, partners, officers, employees and agents of any of them), and directors and officers’ insurance, if any; organizational costs, and costs of maintaining a Client’s corporate existence, and registration or securities exchange-listing expenses and fees; and costs and expenses of a Client that are classifiable under U.S. GAAP as extraordinary expenses.

SMA Clients can also bear certain specific expenses in relation to their account, some of which are the same as those enumerated above, including any applicable management fees, costs and expenses related to the SMA Client’s portfolio investments and any other costs and expenses agreed to between the SMA Client and the Adviser, including indemnification. Unless otherwise specified in the Fund offering documents or a written agreement with an SMA, and/or any other relevant agreement(s), Kawa shall bear its own overhead and other expenses. A Client’s

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The descriptions provided below are brief overviews of the investment strategies and are not intended to be complete. All investing involves risk of loss, and the investment strategies we offer could lose money over short or even long periods. Please refer to each Fund’s offering documents for a more detailed discussion of the relevant Fund’s investment strategy and related risks. The investment strategies described below involve a substantial degree of risk and Clients may, and should be able to, lose all or a substantial portion of the value of their investments. Material risks relating to the investment strategies are described in more detail in the applicable Fund’s offering documents, as well as in summary in Item 8.B. below.

8.A. Methods of Analysis and Investment Strategies The Kawa Fund The principal investment objective of the Kawa Fund is to deliver substantial returns while limiting downside risk through diversification. Kawa seeks to obtain diversification by having a less correlated set of liquid and less-liquid investment themes. Kawa seeks positive absolute returns during an entire market cycle, without necessarily being impacted by equity market returns, by limiting concentration in specific assets and seeking to hedge particular risks to the extent it believes it is advisable and practicable to do so. The strategy generally focuses on investments in securities where Kawa believes the market price does not adequately reflect the securities’ intrinsic value. Kawa invests in both liquid and less-liquid tradable markets for The Kawa Fund through regulated exchanges and by over-the-counter trades. Except for certain highly illiquid assets, The Kawa Fund generally does not employ limitations on sectors, industries or securities. Kawa generally bases its investment decisions on internal research and, from time to time, on research obtained from outside sources. Kawa evaluates the downside/upside potential of positions in The Kawa Fund based on what it believes to be the most relevant material information. As a general matter, Kawa’s investment philosophy, in particular as it relates to the investment strategy of the Kawa Fund, is value- and event-oriented, specializing in the identification and analysis of securities that Kawa believes can benefit from extraordinary events or conditions. The Kawa Fund has in the past and may in the future employ leverage for investment purposes, to fund redemptions or for other purposes. The Fund also has and may engage in short sales. The Kawa Fund’s portfolio managers are responsible for investment decision-making, including asset allocation, security selection, portfolio construction, and portfolio risk management. Strategic Funds From time to time, Kawa identifies specific sectors or strategies where it is advantageous to have separate Strategic Funds. Such Strategic Funds have more specific mandates than The Kawa Fund and therefore are less diversified than The Kawa Fund. Their strategies generally focus on investments in securities or assets where Kawa believes the market price does not adequately reflect the intrinsic value or in securities or assets of a specific type. Where a particular investment is suitable for a Strategic Fund and another Client or Clients, Kawa, as a fiduciary, acts fairly and equitably with respect to the involved Clients, as described in Item 8.B. (Allocation of an Investment or Opportunity), and in Item 12.B (Aggregation of Orders). Each Strategic Fund differs as to liquidity, trading, strategy, leverage targets and risk parameters. Further detail is provided in the offering documents for the applicable Strategic Fund. For example, for Strategic Funds focusing on real estate lending, Kawa’s investment strategy primarily focuses on originating primary transactions in, and to a lesser extent, engaging in secondary acquisitions of, U.S. commercial real estate loans and/or participation interests secured by first mortgages, second mortgages, and/or equity pledges (including, without limitation, mezzanine loans).

SPE Funds From time-to-time Kawa identifies special situations or opportunities in certain assets where it is advantageous to have a single-purpose closed-end fund, typically because Kawa believes that a certain asset’s market price does not adequately reflect the assets’ intrinsic value. For any SPE Fund, the strategies, nature of the asset or assets the SPE will invest in, and the terms of such investment are disclosed to prospective investors before they make an investment. Separately Managed Accounts Kawa manages each SMA in accordance with the investment guidelines set out in an Investment Management Agreement. Kawa’s mandate for a particular SMA may be identical to or closely similar to a particular Fund. Or, a particular SMA may have a different mandate, customized for the SMA’s goals and preferences. Where a particular investment is suitable for an SMA and another Client, Kawa as a fiduciary, acts fairly and equitably with respect to the involved Clients, as described in Item 8.B. (Allocation of an Investment or Opportunity), and in Item 12.B. (Aggregation of Orders). Certain SMAs, pursuant to their own specific investment guidelines, restrict Kawa from making certain types of investments or implementing certain strategies, such as executing short sales, certain hedging techniques that are more susceptible to risk, or purchasing certain types of investments. The SMA’s portfolio manager(s) are responsible for investment decision-making, including asset allocation, security selection, portfolio construction, and portfolio risk management. Origination and Sourcing. Kawa’s investment personnel (the “Investment Team”) uses their network from which to source opportunities and/or deal flow and referrals, identify potential portfolio investments from a variety of different investment sources including, among others, brokers, financial intermediaries and advisers, investment bankers, private equity sponsors, real estate funds, family offices, accounting firms and law firms. Due Diligence Process. Prior to making an investment decision, the Investment Team conducts research and diligence into the investment opportunity, whether that is a decision to purchase a security or originate a loan. Each transaction or opportunity involves a somewhat different approach, however diligence of each opportunity typically includes a combination of the following:

understanding the purpose of the loan or the investment, the key personnel and variables, as well as the sources and uses and uses of the proceeds as relevant; meeting management or sponsor to get an insider’s view of the business, and to probe for potential weakness in business prospects; checking management/sponsorship backgrounds and references; performing a detailed review of historical financial performance; contacting tenants, customers and/or vendors to assess both business viability and standard practices; and conducting a competitive analysis, and comparing the issuer and/or collateral to its main competitors.

8.B. Material Risks of Investment Strategies Set forth below is an overview of the primary risks associated with the type of investing described herein. However, it is not possible to identify all of the risks associated with investing. The particular risks

applicable to a Client will depend on the nature of the account or Fund, its investment strategy or strategies and the types of securities or assets held. As such, it is critical that you consult your offering documents for a complete understanding of the significant risks associated with this type of investing. The information contained herein is a summary only and qualified in its entirety by the relevant offering documents. General Risks. Management Risk. Our judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security or asset may be incorrect and there is no guarantee that individual securities or assets will perform as anticipated. The value of an individual security or asset can be more volatile than the market as a whole or our typical intrinsic value approach may fail to produce the intended results. Our estimate of intrinsic value may be wrong, or even if our estimate of intrinsic value is correct, it may take a long period of time before any market price and that estimate converge. Overall Investment Risk. All investments risk the loss of capital. The investment techniques and strategies and the nature of the securities and/or assets to be purchased and traded by Kawa may increase these risks. While Kawa will devote its best efforts to the management of Client portfolios, there can be no assurance that Clients and Fund investors will not incur substantial losses. Many unforeseeable events may cause sharp market fluctuations which could adversely affect performance. Changes in the macroeconomic environment including, for example, interest rates, inflation rates, industry conditions, energy and commodity availability and prices, competition, technological developments, political events and trends, changes to tax laws, currency exchange rate, regulatory policy, employment and consumer demand and numerous other factors, could substantially and adversely affect performance. Investments could also be materially adversely affected by natural disasters and terrorist acts. None of these macroeconomic conditions will be within the control of Kawa. Opportunity Identification Risk. There can be no assurance that Kawa will be able to find a sufficient number of attractive investment opportunities that are consistent with a Client’s investment objectives and guidelines. Market conditions and other factors may limit the availability of investment opportunities and the competition for investment opportunities may be high. Such limitations may cause delays in deploying a Client’s capital (including undrawn capital commitments, if applicable) and may negatively impact a Client’s returns. Business and Regulatory Risks. Legal, tax and regulatory changes could occur that may have a significant impact on Kawa’s business and Clients. The regulatory environment for registered investment advisors and private funds, in particular, is evolving, and changes in the regulation of registered investment advisors and private funds may have a significant impact on Kawa’s business and potentially the value of investments held by Clients, a Client’s trading strategy or certain opportunities. In addition, securities and futures markets are subject to comprehensive statutes, regulations, and margin requirements. Regulators and self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change may be substantial and adverse to Kawa and certain Clients, including, for example, increased compliance costs, the prohibition of certain types of trading and/or the inhibition of a Fund’s ability to pursue certain of its investment strategies as described in that Fund’s offering documents.

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See Item 4 (Advisory Business) for information on the types of clients to whom we generally provide investment advice. The Funds have investor qualification criteria which are set forth in their respective offering documents and subscription application materials. Investors are typically required to make certain representations when investing in a Fund including, but not limited to, that: (i) they are acquiring interests for their own accounts; (ii) they are sophisticated enough and have received or had access to all information they deem relevant to evaluate the merits and risks of the prospective investment; and (iii) they have the ability to bear the economic risk of an investment in the applicable Fund. Kawa also obtains similar representations and warranties from its SMA Clients in the relevant agreement. In addition, we may enter into, and have entered into, separate agreements, commonly referred to as “side letters” with certain investors in a Fund, which can modify or add to any of the terms in the relevant offering documents for a Fund, including fee reductions, waivers or sharing arrangements or other modifications. Under certain circumstances, these agreements could create preferences or priorities for such investors with respect to other investors. This Brochure is designed solely to provide information about Kawa and should not be considered an offer of interests in any Fund.

Kawa has performance-based compensation arrangements with some of our Clients. Any performance-based compensation charged by Kawa complies with Rule 205-3 under the Advisers Act, unless that rule is inapplicable for any reason, including by reason of Advisers Act Section 205(b) or interpretive positions of the staff of the SEC. Not all Clients are charged performance-based compensation. The performance-based compensation charged to each Client may differ, and these arrangements may create conflicts of interest because of the potential for Kawa to receive higher fees from Clients with performance-based compensation or performance-based compensation that differ between Clients. As a result, Kawa has an

incentive to direct the best investment ideas to, or to allocate or sequence trades in favor of: (i) a Client that pays performance compensation instead of, or before, a Client that does not; (ii) a Client account performing above its high water mark or hurdle (that would be required to pay incentive allocation) instead of, or before a Client performing below its high water mark or hurdle; and/or (iii) a Client with a more achievable and/or higher performance compensation. To mitigate such conflicts of interest, Kawa’s policy is to allocate securities trades and opportunities across all our Clients in a manner that is fair and equitable over time. See Item 8.B. (Material Risk of Investment Strategies—Conflicts of Interest) for more information. In addition, performance-based compensation provides an incentive for Kawa to recommend riskier or more speculative investments than those that would be recommended otherwise. Performancebased compensation received by Kawa is typically based primarily on net realized and unrealized gains and losses, so compensation earned could be based on gains that Clients never realize.

10.A. Broker Dealer Registrations Kawa is not registered and has no application pending to register as a broker-dealer. 10.B. Other Registrations Kawa is registered as a Commodity Pool Operator and a Commodity Trading Advisor with the CFTC and is a member of the NFA (Member ID # 0403747). Additionally, several of Kawa’s management persons are “Principals” or “Associated Persons” of the Commodity Pool Operator and Commodity Trading Advisor and are therefore registered with the CFTC. 10.C. Material Relationships or Arrangements Adviser is the investment adviser to the Funds and the SMAs and is a wholly-owned subsidiary of Kawa Holdco. Adviser, and certain of its affiliates under common control, act as private lenders that participate loans to third-party loan participants and Clients, including, without limitation, the Funds (and their investors) and SMAs. When participating loans to third parties, Adviser, as the lenders’ agent or lead lender, is generally compensated by receiving a fee equal to the difference between the interest rate paid by the borrower and the interest rate payable to loan participants. In instances in which Adviser expects the amount of compensation from a third-party participation to exceed the amount of Adviser Compensation it would receive from a loan participated to a Client account, Adviser’s private lending business creates a conflict of interest, by which Adviser may be incentivized to participate a loan, or a larger portion of a loan, to third party participants instead of eligible Clients. Consistent with Adviser’s allocation policy and its fiduciary duties, Clients are given priority over third-party participants (generally up to a certain amount) in the allocation of loan participations in the manner described in the relevant offering documents. General Partner and Manager Affiliates Typically, an affiliate of Adviser under common control will act as manager, managing member or general partner of a Fund and will delegate to Adviser, pursuant to an investment management agreement, the management of the applicable portfolio investment of the Fund in exchange for the management fee, if any. In addition, affiliates of Adviser under common control have offered, and may from time to time in the future offer, investment opportunities primarily related to assets (e.g., real estate investments or lending) that are illiquid when compared to tradable securities, to certain, but not all, Clients, consistent with Kawa’s allocation policy and its fiduciary duties. See Item 8.B. (Allocation of an Investment or Opportunity) for more information. Under certain circumstances, a Fund (“Investor Fund”) is eligible to subscribe to another Fund or Funds (“Investee Fund(s)”) for which Kawa also charges fees creating an inherent conflict of interest. To avoid the duplication of fees and mitigate any conflicts of interest, management compensation or performance compensation of the Investee Fund(s) are either waived or rebated for such Investor Funds. Investors in the Investor Fund are subject only to the fees and expenses applicable to the Investor Fund,

which fees and expenses are more fully described in Items 5 (Fees and Compensation) and 6 (Performance Based Fees; Side-by-Side Compensation). Kawa, its affiliates and/or related persons own interests in certain of the Funds. We do not believe that this causes a conflict of interest between Kawa and the applicable Fund (or its investors) because this investment aligns the interests of Kawa, its affiliates and/or related persons with the interests of such Fund (and its investors). Other Affiliates None. 10.D. Recommendation of Other Investment Advisers Kawa typically does not recommend or select other investment advisers for Clients.

11.A. Code of Ethics Kawa has adopted a Code of Ethics pursuant to Advisers Act Rule 204A-1 for all employees and contractors whose functions involve access to any confidential, non-public or otherwise proprietary information concerning its advisory operations (“Access Persons”). The Code of Ethics (the “Code”) describes, among other things, our standards of ethical business conduct, fiduciary duty to our Clients, and requirements for personal securities trading by our Access Persons. A basic tenet of Kawa’s Code is that the interests of Clients are always placed before those of Kawa. The Code also requires that all Access Persons comply with certain ethical standards relating to Clients and their accounts, including restrictions on gifts and entertainment, borrowing, outside activities, and political contributions, as well as provisions intended to prevent violations of laws prohibiting insider trading and to mitigate conflicts of interest. Access Persons of Kawa must accept in writing the terms of the Code of Ethics upon hire or engagement and must affirm their compliance with it on a regular basis. Clients or prospective Clients may request a copy of Adviser’s Code by contacting the firm’s Compliance Department, by email at compliance@Kawa.com or by calling (305) 560-5200. 11.B. Recommendations of Securities and Material Financial Interests In certain circumstances, Kawa engages in cross trades between Client accounts when it believes such a trade is not disadvantageous to the involved Clients. A cross trade may permit Kawa to execute trades without impacting the market price of securities, can save brokerage commissions and, in certain cases, without related transaction costs like custody expenses and transfer taxes. Cross trades are transacted in accordance with Kawa’s policies and procedures and must be reported to and pre-approved by Kawa’s Chief Compliance Officer or designee. Kawa may also have a conflict of interest related to performance-based compensation charged to investors in the Funds and/or SMAs. Affiliates of Kawa have, and may in the future, serve as placement agents for certain Funds. Such affiliated placement agents may be incentivized to promote the sale of Fund interests, due both to their status as Kawa affiliates, and their receipt of commissions, regardless of investment suitability or

profitability. Because of their receipt of commissions and their status as affiliates of Kawa, such affiliated placement agents have an inherent conflict of interest in the performance of their duties under their placement agency agreements with the Funds. To mitigate this conflict, Kawa provides disclosures in the materials that it provides to its placement agents, concerning its relationship with its placement agents and the terms of their compensation. Kawa directs its placement agents to provide these materials as part of their promotion of Kawa products to prospects. 11.C. and 11.D. Personal Trading and Timing of Personal Trading Kawa, along with some of its employees, invest in the Funds that Kawa manages. Therefore, Kawa and its employees have a financial interest in Funds. Investments made by Kawa and employees are generally made on the same terms as other investors in Funds. However, fees and investment minimums may be waived or reduced for Kawa and its employees. We do not believe this arrangement presents any material conflicts of interest, since our interests are aligned with the interest of Fund investors. In addition, when possible and not adverse to the particular Fund or its investors, we try to accommodate investments in and withdrawals from a Fund that may be received promptly after the deadline designated in that Fund’s governing documents. This policy is applied equally to Kawa, its employees and any other investors in a Fund. Kawa and its employees may also trade in the same securities traded by Funds and SMAs. To mitigate material conflicts of interest associated with personal trading, Kawa has imposed various restrictions on personal trading and have policies and procedures designed to prevent employees who have knowledge of any transaction or proposed transaction from trading the same securities before a Client completes its transaction. These restrictions are outlined in our Code, which has been adopted in accordance with the provisions of Rule 204A-1 under the Advisers Act. The Code recognizes, among other things, that Clients’ interests are paramount and all employees must place the interests of clients before their own. Personal securities transactions must be conducted in such a manner to avoid any material conflicts of interest or any abuse of an employee’s position of trust and responsibility. The Code also requires, with respect to relevant personnel, periodic reporting of personal securities transactions and holdings and the pre-clearance of investments in single-name securities (debt and equity), initial public offering of securities, private placement of securities and investments in single name securities (debt and equity). The Code also requires that all Access Persons comply with ethical standards relating to Clients and their accounts including, without limitation, restrictions on outside business activities, political contributions, giving and receiving gifts or entertainment, and provisions intended to prevent violations of the laws prohibiting insider trading.

12.A. Selection of Broker/Dealers Kawa’s primary objective in selecting brokers and dealers and in effecting portfolio transactions is to seek to obtain the best combination of price and execution with respect to its accounts’ portfolio transactions. The best net price, giving effect to brokerage commissions, spreads and other costs, is normally an important factor in this selection, but a number of other factors are also considered. In

considering these factors, Kawa recognizes that different broker-dealers have different execution capabilities with respect to different types of securities. The factors include, but are not limited to:

Kawa’s knowledge of the commission rates and spreads that are currently negotiable; the nature of the security being traded; the size and type of the transaction; the nature and character of the markets for the security to be purchased or sold; the desired timing of the trade and speed of execution; the existing and potential activity in the market for the particular security; the broker-dealer’s access to primary markets and quotation sources; the ability of the broker dealer to effect transactions when a large block of securities is involved or where liquidity is limited; confidentiality; the execution, clearance and settlement capabilities and history as well as the reputation and perceived soundness of the broker-dealer selected, and others which are considered; Kawa’s knowledge of actual or apparent operational problems of any broker-dealer; the broker-dealer’s execution services rendered on a continuing basis and in other transactions; the broker-dealer’s access to underwritten offerings and secondary markets; the broker-dealer’s reliability in executing trades, keeping records and accounting for and correcting trade errors; the broker-dealer’s ability to accommodate Kawa’s needs with respect to one or more trades including willingness and ability to maintain quality execution in unusual or volatile market conditions and to commit capital by taking positions in order to complete trades; the quality of communication links between Kawa and the broker-dealer; and the reasonableness of spreads or commissions.

Research and Other Soft Dollar Benefits Kawa receives research from certain brokers in connection with Client securities transactions. Kawa has not entered into any formal soft dollar arrangements that condition the receipt of such research on Kawa’s provision of trade flow to any broker, but Kawa does receive certain other benefits from its brokers that may be viewed as soft dollar benefits. Kawa limits the use of these benefits to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”). Research services within Section 28(e) include, but are not limited to, 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; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Where Kawa engages in this practice to obtain Section 28(e) eligible research and brokerage products and services, it periodically reviews and evaluates its soft dollar practices and to determine in good faith whether, with respect to any research, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage and research. This determination is

viewed in terms of Kawa’s overall responsibilities to its Client accounts. As a practical matter, in some cases Kawa could not, on its own, generate all the research that broker-dealers provide without materially increasing its expenses. The compensation paid to Kawa by Clients is not reduced by any costs related to Kawa’s receipt of research and brokerage products and services. To the extent Client portfolio transactions are used to obtain such research and brokerage products and services, the brokerage commissions paid by Clients might exceed those that would otherwise be paid for execution only. The brokerage and research and services furnished by broker-dealers may be useful and of value to Kawa in servicing any or all of its Clients and may not necessarily be used by Kawa in connection with the Client accounts that actually paid commissions, nor in proportion to the amount of commissions paid by those accounts to the broker-dealer providing the services. The use of Client commissions (or markups or markdowns) to obtain research raises potential conflicts of interest. For instance, Kawa may be incentivized to select or recommend a broker-dealer based on its interest in receiving research or other products and services from that broker-dealer. Kawa attempts to mitigate these potential conflicts through its periodic review and oversight of its execution, including its payment of brokerage commissions, and its receipt of any research services. Brokerage for Client Referrals Kawa does not directly or indirectly condition its Client trading or any client referral arrangements with any broker-dealers. Directed Brokerage While Kawa generally selects broker-dealers for Client accounts over which it has discretion, Kawa accepts, in limited instances, direction from certain SMAs as to which broker-dealer is to be used with respect to a Client’s overall portfolio trading, or with respect to a specific trade. SMAs, which, in whole or in part, direct Kawa to use a particular broker-dealer to execute transactions for their accounts should be aware that, in so doing, they may adversely affect Kawa’s ability to, among other things, obtain volume discounts on block orders or to obtain best price and execution by, for example, executing over-thecounter stock transactions with the market makers for such securities. Additionally, as noted below, transactions for an SMA that directs brokerage are generally unable to be combined (“blocked”) for execution purposes with orders for the same securities for other accounts managed by Kawa. Accordingly, directed transactions may be subject to price movements, particularly in volatile markets, that may result in the SMA that directs brokerage receiving a price that is less favorable than the price obtained for the bunched order. Under these circumstances, the direction by an SMA of a particular broker or dealer to execute transactions may result in higher commissions, greater spreads, or less favorable net prices than might be the case if Kawa could negotiate commission rates or spreads freely, or select brokers or dealers based on best execution. Consequently, Kawa is likely not to be able to achieve best execution for Clients that have directed brokerage arrangements. 12.B. Aggregation of Orders See Item 8.B. (Conflicts of Interest - Block Transactions) for information on Kawa’s trade aggregation practices. Trade Errors

Kawa endeavors to take the utmost care in making and implementing investment decisions of behalf of Client accounts. However, there are occasions where transaction errors can potentially occur. In such instances Kawa reasonably determines how to correct the error. In general, if a trade error results in losses, such losses are not reimbursed to Clients unless the trade error was solely attributable to Kawa’s gross negligence. Therefore, a Client’s account may be adversely impacted by trade errors.

14.A. Compensation from Non-Clients Except as described above in Item 12 (Brokerage Practices), with respect to any soft dollars, Kawa does not currently receive any economic benefit other than Adviser Compensation from Clients and Fund investors for providing investment advice or other advisory services to Kawa’s Clients. 14.B. Client Referrals and Other Compensation Certain of our Clients and prospective investors retain investment consultants or other investment advisers (“Consultants”) to advise them on the selection and review of investment managers. Kawa has certain Clients that were introduced to us through Consultants. These Consultants or their affiliates may, in the ordinary course of their investment consulting or advisory business, recommend Kawa’s investment advisory services or otherwise place Kawa into selection processes for a particular Client. Kawa has dealings with Consultants, both in the Consultants’ role as advisers for their Clients and through independent business relationships. Specifically, we provide Consultants with information on portfolios we manage for our mutual Clients, pursuant to our Clients’ direction. Kawa also provides information on our investment styles to Consultants, who use that information in connection with searches they conduct for their Clients. Where Kawa management deems it advantageous to the distribution of our Funds, Kawa engages external placement agents for placement of new fund interests. Kawa has engaged BTG Pactual US Capital LLC and BTG Pactual Chile S.A. Corredores de Bolsa, Kawa affiliates and registered broker-dealers, to act as placement agents in its capital raising for certain of the Funds it manages. Depending upon the Fund for which it is placing interests, the placement agent is compensated with either a fixed percentage of the aggregate capital commitments of investor that it refers, or a percentage of the average management fees paid by the investors it refers. Such fees are generally paid by Kawa and not the applicable Fund or investor placed by such placement agent. See Items 10 (Other Financial Industry Activities and Affiliations) and 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading), for disclosure regarding our affiliate BTG Pactual US Capital, which is generally engaged to act as placement agent for interests in the Funds and will receive commissions attributable to interests sold by it. In addition, in the future Kawa may engage and compensate additional, third-parties, typically registered broker-dealers, to act as placement agents in its capital raising for certain of its Funds and other products, including SMAs.

Any referral fee or other compensation paid by Kawa to any third-party who solicits advisory Clients for Kawa is paid in compliance with the provisions of Rule 206(4)-1(b) under the Advisers Act. Capital Introduction Program. Representatives of Kawa from time to time attend or speak at conferences and programs sponsored by brokers or dealers that are directed at investors interested in investing in alternative investment funds or other products. These conferences and programs may be a means by which Kawa Funds can be introduced to prospective investors. In addition, brokers or dealers may refer Kawa-managed products to, or arrange meetings with, potential investors who hold accounts with such brokers or dealers. While these conferences, programs, and meetings (collectively, “Capital Introduction Programs”) may be arranged by brokers or dealers, there is no guarantee that any potential investor participating in a Capital Introduction Program will invest in a Kawa product. Other than the standard commission rates and customary brokerage fees paid by a Client (which Kawa believes are paid solely for trade execution and brokerage services), the brokers or dealers generally do not receive any compensation, directly or indirectly, for their participation in a Capital Introduction Program or any resultant investment. Kawa’s participation in a particular broker’s Capital Introduction Program is not a consideration in its broker selection or retention.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of them or the integrity of their management. Kawa has no disclosure responsive to this Item.

13. A. Frequency and Nature of Review Client portfolios are periodically monitored and reviewed. Trades in Kawa Fund and Strategic Funds with marketable securities are reconciled daily by Kawa and the Fund’s administrators. SPE Fund portfolios with illiquid assets (e.g. real estate) are reviewed at least annually by senior members of the Operations team, Bruno Piacentini (Chief Operating Officer and Chief Financial Officer), along with Xi Liu (Managing Director – Operations) and Katherine Handley (Director, Operations), with feeing and expenses payments requiring participation of the Fund administrator, if applicable. Daniel Ades and Alexandre Saverin, principals of Kawa and portfolio managers, are responsible, and have ultimate authority for, all trading and investment decisions made for Client portfolios for which Kawa has investment discretion, as well as for monitoring and reviewing Client portfolios. Portfolio managers have real-time access to each account through our trade management system and perform reviews of each portfolio, no less frequently than monthly or quarterly. In performing its investment management activities, Kawa allocates its personnel and its personnel’s time among its Clients. Although personnel devote the time necessary to conduct such investment management activities, conflicts may arise in the allocation of personnel and their time among such Clients, as certain Clients may require more time and resources than others. 13.B. Factors that May Trigger an Account Review Outside of Regular Review Extraordinary reviews of Client accounts are undertaken as necessary, depending on factors such as cash flows, changes in Client objectives or restrictions, or significant changes in market conditions. 13.C. Content and Frequency of Reports Investors in The Kawa Fund and the Strategic Funds, as well as certain of the SPE Funds for which we are deemed to hold custody, receive annual audited financial statements prepared by an independent accounting firm subject to inspection by the PCAOB, and prepared in accordance with United States generally accepted accounting principles. Reports for The Kawa Fund and the Strategic Funds are also issued by the administrators of these funds no less than quarterly, and typically monthly. Due to the nature of the investments in the SPE Funds, their investors may not receive regular statements, but do receive statements at least annually. The nature and frequency of information reporting is specified in each Fund’s offering documents. Portfolio managers meet with Clients upon reasonable request, or at such other times as may be mutually agreed upon by Kawa and its Clients. Accordingly, Kawa may provide certain investors with additional information or more frequent reports than other investors receive (e.g., diligence requests, side letters, certain co-investments, or other requests from Clients with differing needs for information).

In addition, Kawa Fund investors and investors in certain other Strategic Funds are provided with periodic updates and fact sheets created by Kawa. Due to the nature of the investments in certain of the other Funds, and as provided in the specific Fund’s offering documents, investors may not receive regular communications from Kawa, although they are available upon reasonable request. The information in reports from Kawa may vary from custodians’ account statements based on accounting procedures, reporting dates, or valuation methodologies of certain securities.

Independent Qualified Custodians Kawa is deemed to have custody of the Funds’ and certain SMAs’ funds and securities, for purposes of Advisers Act Rule 206(4)-2 (“Custody Rule”). In order to comply with the Custody Rule, and to the extent required, Kawa engages the services of independent, qualified custodians (as defined by the Custody Rule) to hold assets of which it is deemed to have custody. Also, some Fund assets are uncertificated securities that are considered, “privately offered securities,” and are not required to be held by qualified custodians. Annual Audits Kawa coordinates annual audits of its advised Funds and certain of its SMAs, the funds and securities of which it is deemed to have custody. Kawa engages independent auditors, registered with the PCAOB and subject to that agency’s regular inspection, to audit its advised Funds at the end of each fiscal year. Kawa delivers the results of each audit in financial statements prepared in accordance with U.S. GAAP to investors in its Funds within 120 days of fiscal year-end. Investors should review these statements carefully. With regard to certain sub-advised Funds and SMAs, for which Kawa is deemed to have custody by virtue of its authority to transfer assets, the primary advisor is responsible for coordinating and ensuring the completion of this annual audit. Consistent with Advisers Act Rule 206(4)-1, Kawa takes reasonable steps to cause its sub-advised Funds to undergo annual audit and distribute audited financial statements to Fund Investors, as required by the Custody Rule. Account Statements Although Kawa, in availing itself of the audit approach, is not subject to the Custody Rule’s requirement to distribute quarterly account statements, or to form a reasonable belief that quarterly account statements are being distributed by qualified custodians, to Fund Investors, Fund Investors do

receive account statements from the respective Fund’s administrator, typically monthly or quarterly. Investors should review these statements carefully. Due to the illiquid nature of the investments in the SPE Funds, investors do not receive regular statements from the respective SPE Fund’s administrator. Kawa does, however, provide additional account information for these funds upon reasonable investor request. Kawa also provides its investors with periodic investment reviews for each SPE Fund, typically semi-annually.

Kawa is generally retained to provide investment advice and manage assets for the Funds and SMAs on a discretionary basis, and is authorized to make the following determinations, consistent with a Client’s investment mandate, without Client consultation or consent before a transaction is effected.

Which securities to buy or sell; The total amount of securities to buy or sell; The broker or dealer through whom securities are bought or sold; The commission rates at which securities transactions for Client accounts are effected; and The prices at which securities are to be bought or sold, some of which include broker-dealer spreads or mark-ups and transaction costs payable to the broker-dealer (not to Kawa).

However, certain SMAs engage Kawa on a non-discretionary basis, in which case the Client, and not Kawa, retains the authority and responsibility for decisions concerning the above-bulleted matters with respect to its investments. The nature and scope of Kawa’s authority with regard to each Client mandate is set forth in writing, typically in each Fund’s offering documents and, for SMAs, in an investment management agreement.

Kawa is responsible for voting Client proxies and handling other corporate actions, and has developed written policies and procedures governing these activities. Kawa’s policy generally requires us to vote Client proxies in the interest of maximizing investor/shareholder value. Kawa maintains a record of proxy votes cast on behalf of Clients. Kawa acknowledges its responsibility for identifying material conflicts of interest related to voting proxies. Circumstances may arise wherein Kawa has a potential conflict of interest in voting proxies on behalf of its Clients. In order to ensure that Kawa is aware of the facts necessary to identify conflicts, Kawa’s policy requires that senior management of Kawa must disclose to the Chief Compliance Officer (or designee) any personal conflicts, such as officer or director positions that they, their spouses or close relatives hold in any Client portfolio company. Conflicts based on business relationships with Kawa are considered only to the extent that Kawa has actual knowledge of them. If Kawa determines that a conflict exists, which cannot be otherwise addressed, Kawa may choose one of several courses to mitigate the conflict, including: (1) voting as recommended by a third party service, if employed by Kawa; (2) “echo” or “mirror” voting the proxies in the same proportion as the votes of other proxy holders that are not Kawa Clients; (3) if possible, erecting information barriers around the person or persons making the voting decision sufficient to insulate the decision from the conflict; or (4) if agreed upon in writing with the Client, forwarding the proxies to affected Clients and allowing them to vote their own proxies.

Kawa’s proxy voting policy and records are available to its Clients and investors upon request by contacting the Compliance Department, by email at compliance@Kawa.com or by calling (305) 560-5200.

Kawa has no disclosures to make regarding this Item.