Kazazian Asset Management, LLC

Kazazian Asset Management, LLC (“Adviser,” “we” or “us”) is a Delaware limited liability company with its principal place of business in Fort Lauderdale, Florida. The Adviser commenced business operations in February 2005. The Adviser is principally owned by Kirk S. Kazazian. We provide discretionary investment advisory services to the following private investment funds (each, a “Fund” and, collectively, the “Clients”): 

Kazazian Capital Fund, LP



Kazazian Capital Offshore Fund, Ltd.



Kazazian Capital Master Fund, LP

The Adviser retains broad flexibility to invest on behalf of its Clients in accordance with the investment objectives, strategies and guidelines specified in each Clients’ respective private placement memorandum, limited partnership agreement, management agreement, and/or subscription agreement (individually and collectively, the “Offering Documents”). Primarily, the Adviser pursues opportunistic investments in both private and public debt and equities. The Clients seek to find favorable risk/reward investments with a value driven approach. Certain Clients invest in other private funds. The Portfolio Manager actively manages the allocated assets in accordance with a written investment management agreement and the Adviser’s oversight is generally focused on monitoring the Portfolio Manager’s compliance with any applicable investment guidelines and parameters. The Adviser tailors its investment advisory services to specified investment mandates of its Clients, considering the Clients’ Offering Documents. We do not tailor our investment advisory services to the individual needs of investors in the Funds. We do not participate in Wrap Fee Programs. As of December 31, 2025, we managed approximately $193,337,319 in regulatory assets under management on a discretionary basis. Currently, we do not manage any assets on a nondiscretionary basis.

The fees and expenses applicable to an investment are set forth and agreed to in the Clients’ Offering Documents. Investors and prospective investors must carefully review the Offering Documents of the Client in which they are invested or may invest, to review the specific fees and expenses applicable to their investment. In general, we deduct our asset-based investment management fees (the “Management Fee”) based on the value of either committed or invested capital from the Funds. The Management Fee is calculated monthly in arrears at an annual rate of up to 1.5%. In addition, we or an affiliate generally receive performance-based fees or allocations of up to 20% from the Clients on an annual basis

and upon the distribution of capital (such as a withdrawal by a Fund investor). Unless provided otherwise in the applicable Offering Documents, Clients that are private investment funds generally bear all costs and expenses associated with their operations, including, without limitation: (i) all expenses associated with the ongoing offer and sale of interests in the private investment funds, including, but not limited to, marketing expenses, documentation of performance and the admission of investors, (ii) all operating expenses of the private investment funds such as tax preparation fees, governmental fees and taxes, fees to the administrator, communications with investors, and ongoing legal, accounting, auditing, bookkeeping, consulting and other professional fees and expenses, (iii) all the private investment funds’ research and investment related costs and expenses (e.g., brokerage commissions, margin interest, expenses related to short sales, custodial fees and clearing and settlement charges), (iv) all fees and other expenses incurred in connection with the investigation, prosecution or defense of any claims, assertion of rights or pursuit of remedies, by or against the private investment fund, and (v) all structural organizational and reorganizational expenses of the private investment funds, including, but not limited to, all accounting, legal and administration costs. To the extent that we incur any expenses for the benefit of multiple Clients, we generally will allocate such expenses in any manner that we deem equitable, taking into account our written agreements with such Clients (and, if applicable, Fund Documents in the case of Clients that are Funds) and applicable facts and circumstances, including the relative size of the applicable entity or account, the nature or source of the product or service and the benefits derived from and the extent of use of the product or services. Nonetheless, the portion of an expense that we allocate to a Client for a particular product or service might not reflect the relative benefit derived by such Client from that product or service in any particular instance. Furthermore, it is possible that under some of our advisory contracts we may not require a Client to incur certain expenses, despite the fact that such Client will receive a benefit in connection with our incurrence of such expenses. In such an event, our other Clients may bear the additional share of any such expenses that would have been allocable to the Client that is not required to incur such expenses. Our expense allocations often depend on inherently subjective determinations, but the expense allocations made by us will be in good faith. There may be situations in which the appropriate allocation of expenses in the course of evaluating potential investments may not be clear (for example, if a Client and one or more other Clients considered making an investment that was not consummated). Expenses will typically be allocated among the Clients participating in the relevant investment or potential investment, except to the extent stated otherwise in the applicable Client agreement or Fund Documents. However, in all cases, subject to applicable legal, regulatory, contractual or similar restrictions, we will make expense allocation decisions in our sole discretion in good faith. We allocate a portion of certain Clients’ capital to private investment funds and accounts that are managed by other advisers. In that case, such Client accounts generally would be responsible for paying any and all fees, performance-based compensation and expenses associated with such products, which would be in addition to those discussed above. The Adviser and its personnel generally can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of Clients and Client portfolio investments, including benefits and other discounts provided from service providers.

For example, airline travel or hotel stays incurred as a Client expense typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will exclusively benefit the Adviser and/or such personnel even though the cost of the underlying service is borne by Clients. The value of such benefits and perquisites will neither be subject to an offset against fees or expenses payable by Clients nor will they otherwise be shared with Clients and/or portfolio investments. The fees, performance-based compensation and/or expenses charged to any separately managed accounts that we may manage are negotiated on a case-by-case basis, and will have management fee, performance-based compensation and/or expense arrangements that differ in one or more respects from those applicable to our private investment fund Clients. Management fees, performance-based compensation and/or expenses may be reduced or waived in certain circumstances, including, without limitation, with respect to investments in Funds by our personnel and/or other related persons. Our Clients may pay our management fees in advance. Management fees and performance-based fees or allocations are generally not refundable, including upon the termination of the advisory contract. The exact terms of these fees and expenses are set forth in the relevant Offering Documents. The fees for advisory services are negotiable. The Adviser or a Client’s general partner, in their discretion, may waive or modify the fees for Investors that are members, employees or affiliates of the Adviser, relatives of such persons, and for certain large, strategic or other Investors. For a summary of our brokerage practices, see Item 12 below.

The description below of our investment strategies and risk of loss is intended only as a general overview, and is subject to the specific terms of our written agreements with Clients. Investment Strategies The following is the Adviser's general investment strategy. The Adviser strategy has the flexibility to invest and trade in a wide variety of investments, domestic and foreign, of all kinds and descriptions, whether publicly-traded or privately-placed, including but not limited to common and preferred stocks, corporate bonds and other debt securities, convertible securities, limited partnership interests, mutual fund shares, options, warrants, commodities, futures, options on futures, derivatives (including swaps, forward contracts and structured instruments), currencies, monetary instruments, other financial instruments and cash and cash equivalents. Investing in securities involves significant risks, including the risk of loss of some or all of an investment that investors should be prepared to bear. Prospective investors in a Client should speak with their legal, tax, and financial advisors prior to making an investment in a Client. The following is a general description of the principal types of investments which the Adviser currently contemplates making, certain trading techniques that it may employ, the investment criteria that it plans to apply, and the guidelines that it has established with respect to the composition of its investment portfolio. The following description is merely a summary, and you should not assume that any descriptions of the specific activities in which the Adviser may engage are intended in any way to limit the types of investment activities which the Adviser may

undertake or the allocation of capital among such investments. General Long/Short Strategy. Most of the Adviser’s Client’s assets are invested in publiclytraded securities using a general long/short investment strategy. The Adviser purchases securities that it believes to be undervalued and sells short securities that it believes to be overvalued. The Adviser believes that the dynamics of its targeted industries have provided and will likely produce a spectrum of investment opportunities consisting of long and short investments. The Adviser expects to consistently hold both long and short positions. When the Adviser perceives the outlook for the most heavily weighted sectors of the portfolio to be favorable, it is likely that the portfolio will be net-long. Similarly, when the outlook for the most weighted sectors of the portfolio are perceived by the Adviser to be unfavorable, it is likely that the portfolio will be net-short. However, the Adviser believes it will have a “natural” long bias. Interests in other Private Funds. Clients at times will invest capital in other private funds, and acquire interests in securities indirectly by investing in such a private fund. In the event a Client acquires interests in another private fund, it will be exposed to risks and liabilities incurred by that private fund prior to the investment therein by the Client. The Client will have no control over the other private fund and its decisions. Therefore, the gains or losses on a Client’s investment in the other private fund will, in effect, be determined by third parties that are not controlled by the Client or Adviser. Furthermore, such private funds will typically charge their own management fees and expenses and generally receive a carried interest, in each case as set forth in the offering documents with respect to such investment. Accordingly, investors in Clients of the Adviser will, in these circumstances, be subject to an additional layer of fees and expenses, in addition to those payable to the Adviser and/or its affiliates. Diversity and Hedging Strategies. The Adviser may seek to minimize the losses which may be incurred in severe market declines or in the decline of individual securities prices by utilizing internal stop limits and various hedging techniques, including short sales, futures contracts, stock index options, stock options and futures, as described below. However, there can be no assurances that these stock selections or trading techniques will eliminate the inherent risks of equity investing. The Adviser may utilize, as appropriate, the following defensive measures in an attempt to reduce individual stock and/or overall market risk:    

Purchase of stock with a put option to retain stock upside appreciation potential and to define and limit downside exposure. Purchase of stock and the sale of a call to provide incremental income and to reduce downside exposure. Use volatility spreads or straddles to capture sharp price movements up or down with defined capital exposure. Purchase stock indexes, stock index futures and stock index options to minimize exposure to market volatility

This should not be considered an exhaustive list of the investment and trading techniques that may be used by the Adviser to reduce market risk. Position Limits. The Adviser’s options investments may be subject to position limits. Position limits are the maximum amounts of net long or net short positions which any one person or entity may own or control in a particular security. Securities exchanges establish limitations governing the maximum number of calls and puts of each class which may be held or exercised within certain time periods by an investor or group of investors acting in concert, regardless of whether the options are held or exercised in one or more accounts or through one or more brokers. Short-Term Trading. The Adviser will typically seek to invest and hold for the long term a “core” of equity and/or debt securities. However, the Adviser may make frequent changes in that part of its portfolio that does not fall within its core positions to take advantage of opportunities in the market. Short Sales. From time to time, the Adviser engages in “short sale” transactions (and, in certain cases, use margin in connection therewith). A short sale is effected by selling a security which the Adviser does not own or, if the Adviser does own the security, which is not to be delivered upon consummation of the sale. The Adviser may engage in short sales “against the box” (i.e., short sales of securities the Adviser already owns) for hedging purposes. The Adviser also may engage in “naked” short sales, i.e., short sales of securities the Adviser does not own. If the price of the security in the naked short sale decreases, the Adviser will profit to the extent that the short sale price for the security exceeds the market price, less transaction costs. In the event the price of the security increases, the Adviser will incur a loss to the extent that the market price exceeds the short sale price plus transaction costs. Options Strategies. The Adviser purchases and sells put and call options on both securities and stock indexes for the purpose of speculation and hedging its portfolio positions. A stock index measures the movement of a certain group of stocks by assigning relative values to the common stocks included in the index. Examples of well-known stock indexes in which the Adviser currently anticipates it will purchase and sell put and call options are the Standard & Poor’s Composite Index of 500 Stocks, the Standard & Poor’s 100 Index, the NASDAQ 100 Index and the New York Stock Exchange Composite Index. Futures Strategies. The Adviser purchases and sells futures contracts on stock indexes for the purpose of hedging its portfolio positions, as well as enhancing its Client’s portfolio performance by predicting the direction of the market without necessarily hedging any portfolio position. Examples of well-known stock indexes on which the Adviser currently anticipates it will purchase and sell futures contracts are the Standard & Poor’s Composite Index of 500 Stocks and the NASDAQ 100 Index. The Adviser also purchases and sells futures contracts on commodities, interest rates, currencies, and other such underlying securities for speculation in order to profit on anticipated changes in their prices. Margin and Leverage. The Adviser may acquire and maintain positions “on margin”. To hold a position on margin, the Adviser must maintain, in a margin account with a clearing firm, a margin deposit at a level specified either by applicable rules or the carrying broker. This margin

deposit is intended to protect the clearing firm against declines in the value of the position. The Adviser is empowered to use substantially all of its capital as margin deposits that, depending on its Client’s portfolio at any one time, could result in extremely high leverage of the Adviser’s capital. Leverage may be used when the Adviser determines that opportunities consistent with its investment and objectives and policies exist and it is appropriate to do so. Additionally, money may be borrowed for the account of its Client where the Adviser deems this desirable to implement the its investment objective and policies, to pay expenses. The Adviser may charge or pledge all or any part of the assets of its client to secure any borrowing and the interest and expenses thereof. The development of an investment strategy for each of our Clients is an ongoing process. The strategies, techniques and methods described above will therefore be modified by us from time to time and over time. There is no limitation on the investment strategies, techniques, methods or processes which we may adopt for any particular Client or the factors that we may take into account in analyzing investments for our Clients. Depending on conditions and trends in securities markets and the economy generally, we may pursue other objectives, or employ other strategies, techniques, methods or processes, that we consider appropriate and in the best interest of our Clients, without notice to them or their consent, except to the extent that our written agreement with a Client may provide otherwise. Risk of Loss A brief summary of the material risks involved with our significant investment strategies and methods of analysis follows. An investment in a private investment fund and/or separately managed account involves substantial risks, and prospective investors should carefully consider, among other factors, the risks described below. These risk factors are not intended to be an exhaustive listing of all potential risks associated with such an investment. Investors are urged to review the written agreement or Fund Documents applicable to their investment for additional information concerning the risks applicable to them. Investing in securities involves risk of loss that Clients and investors should be prepared to bear. General Investment and Trading Risks. All securities investments present a risk of loss of capital. Volatile financial markets increase that risk. If our evaluation of an investment opportunity should prove incorrect, our Clients could experience losses. No guarantee or representation is made that our Clients’ investment programs will be successful, that Clients will achieve their targeted returns or that there will be any return of capital invested to investors. In addition, investment results may vary substantially over time. Changes in Investment Strategy. We have considerable discretion in choosing the securities that may be acquired and have the right to modify the investment strategy, selection criteria, or hedging techniques used by a Client without the consent of the Client, unless provided otherwise in our written agreement with such Client. Any of these new investment techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings, which could result in unsuccessful investments and, ultimately, losses to Clients. In addition, any new investment strategy or hedging technique developed may be more speculative than earlier techniques and may increase the risk of loss by Clients. Competition. The securities industry and the varied strategies and techniques to be engaged in by

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As discussed in Item 4, we currently provide discretionary investment management services to Clients who are private investment funds. Investors in private investment funds generally must qualify as “accredited investors” (as defined in Rule 501 under the Securities Act of 1933, as amended) and “qualified clients” (as defined in Rule 205-3 of the Advisers Act), and may be subject to other suitability requirements to the extent provided in the applicable Offering Documents. Separately managed account investors generally must qualify as “qualified clients” and may be subject to other suitability requirements to the extent provided in the separately managed account documents. Any initial and additional subscription minimums for investors are disclosed in the Client’s Offering Documents. This Brochure is designed solely to provide information about the Adviser and should not be considered to be an offer of interests in any current or future Client. Any such offer may be made only by delivery to the prospective investor of the applicable Offering Documents. Investors considering an investment in any Client should consult with their own investment, tax and/or legal consultants prior to investing.

As generally described above in Item 5, the Adviser or its affiliates are eligible to receive performance-based compensation from its Clients, generally up to 20% of the capital appreciation of Client assets or the return on invested capital. The details of such compensation are set forth in detail in each Client’s Offering Documents. Performance-based compensation will conform to Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), to the extent applicable. Performance-based compensation may create an incentive for the Adviser to make investments on behalf of Clients that are riskier and more speculative than would otherwise be the case. It may also create an incentive for the Adviser to direct investments in favor of Clients that pay a higher performance-based fee relative to other Clients. To mitigate these conflicts, the Adviser has implemented an allocation policy. When we determine that a particular trading opportunity would be desirable for more than one Client, we generally seek to allocate such opportunity among such Clients in a manner that we deem fair and equitable under the circumstances existing at such time. The factors that we consider in making such determination include (but are not limited to): the relative amounts of capital in each Client’s account available for new positions of the type at issue; the mandate of each Client account; our perception of the appropriate risk/reward ratio for each Client account; the intended objective and strategy of each Client account and any applicable investment or risk

targets, restrictions or guidelines; the liquidity of each Client account at the time of investment and thereafter; the ability to add positions to a Client account on a leveraged basis; liquidity of the security; market capitalization and/or enterprise value of the underlying credit; whether the position is an “odd lot”; whether certain accounts would receive nominal or de minimis allocation amounts; transaction costs; position size; industry exposure; market exposure; gross, net, long and short exposure; applicable legal, tax and regulatory considerations; the overall portfolio composition of each Client account; and such other considerations that we determine to be relevant at such time. New issues (as defined by FINRA rule 5130) are generally allocated to Client accounts in accordance with the criteria set forth above to the extent that such accounts are eligible to participate in new issues. Notwithstanding the foregoing, there can be no assurance that certain allocation decisions will not directly or indirectly adversely affect our Clients, even if such decisions are made in good faith. Allocations are subject to a significant degree of discretion exercised by us, including, but not limited to, in connection with portfolio rebalancing, investing in new, different or additional investment strategies and in connection with admissions and withdrawals of investors to and from the private investment funds that we manage. Even allocations designed to mitigate conflicts do not eliminate the possibility that an allocation of assets will not adversely affect our Clients. We will have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, a Client solely because we purchase or sell the same security for, enters into a transaction on behalf of, or provides an opportunity to, another Client if, in our reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for such other Client. Management Fees and performance-based compensation are based on the net asset value of Client accounts. In most circumstances, the valuations of Client assets will be based on independent market quotations from relevant counterparties, but obtaining such valuations is not required in each instance. In making valuation determinations, we may be deemed subject to a conflict of interest, especially with respect to securities or other financial instruments which are not traded on an organized or liquid market, as the valuation of such assets and liabilities affects our compensation and the compensation of our affiliates. There is no guarantee that the value determined with respect to a particular Client asset or liability by us will represent the value that will be realized by such Client on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment, and the difference between such value and the ultimate disposition price could be material. To the extent we are responsible for valuing a Client’s assets, we will follow our documented valuation policies in order to mitigate these risks. Clients and investors in the Funds are urged to review their applicable investment management agreements and/or Fund Documents for information regarding the specific fees, performancebased compensation and expenses applicable to them.

As described above in Item 4, the Adviser and the General Partners are principally owned by Kirk S. Kazazian. Neither the Adviser nor any of its management persons are registered or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Certain of the Adviser’s affiliates listed in Item 7A of Part 1A of the Form ADV serve as sponsors to other pooled investment vehicles. Such pooled investment vehicles may have overlapping investment objectives with the Funds. As a result of the foregoing, the Adviser, certain affiliated entities serving as general partners to the Funds, the Principals and their respective affiliates (the “Affiliated Parties”) may have conflicts of interests in allocating their

time and activity between the Funds and other accounts, in allocating investments among the Funds and other accounts, and in effecting transactions for the Funds and other accounts, including ones in which the Affiliated Parties may have a greater financial interests. The Adviser and its affiliates will strive to act in a manner that it considers fair, reasonable and equitable in allocating its time and investment opportunities among the Funds and the other accounts.

Trading We have adopted a Code of Ethics (the “Code of Ethics”) which provides that we are committed to conducting our business in accordance with all applicable laws and regulations and in an ethical and professional manner. In addition, we recognize that we have a fiduciary duty to our Clients, and that we must conduct our business in a manner that enables us to fulfill this fiduciary duty. In this regard, we have developed policies and procedures in our Code of Ethics that are premised on fundamental principles of openness, integrity, honesty and trust. In addition, among other things, our Code of Ethics governs all personal investment transactions by our employees, our policies with respect to gifts and entertainment, compliance with applicable federal securities laws, the manner in which violations of our Code of Ethics are to be reported, and certain other outside activities of our employees. We will provide a copy of our Code of Ethics to any Client or prospective Client upon request. Under our Code of Ethics, we place certain restrictions on the personal trading activities of our employees and their immediate family members. For example, our employees may participate in initial public offerings and limited offerings, such as hedge funds, private equity funds or other types of private offerings, subject to pre-clearance procedures. In addition, it is possible that our employees may invest in the same securities (or related securities, such as warrants, options or futures) that we recommend to Clients, subject to pre-trade clearance procedures. As a result of differing trading and investment strategies or constraints, positions taken by our employees can be the same as or different from, or made contemporaneously or at different times than, positions taken for our Clients. As these situations involve potential conflicts of interest, our Code of Ethics is intended to identify and prevent actual conflicts of interest with Clients and to resolve such conflicts appropriately if they do occur. For example, our employees are required to disclose their personal securities holdings on an initial and annual basis, and their personal securities transactions quarterly, which requirements are designed to address potential conflicts of interest that might interfere or appear to interfere with making decisions in the best interest of our Clients. Subject to applicable law, we may effect transactions between Clients (generally for rebalancing purposes and to correct misallocations of trades) where one Client will purchase securities from another Client (including a private investment fund or account in which we, our affiliates, principals or employees may have a significant interest). Such transactions (i.e., cross trades) will be effected only when we believe that such transactions are in the best interest of the applicable Clients. Such transactions will be placed through an unaffiliated broker-dealer or custodian, will not involve any accounts subject to ERISA, and will be effected for cash consideration, at prices that reflect prevailing market conditions. In addition, no brokerage commission or transfer fee will be paid to us or our affiliates in connection with any such transaction. Any transaction costs incurred in connection with any such transaction will be shared pro rata between the applicable Clients.

In the event that we effect a cross trade between an account in which we or our principal owns more than twenty five percent (25%) and a Client account, such transaction may be deemed to be a principal transaction under the Advisers Act. Such transactions would create a conflict of interest for us because we may put our or our principal’s interests in such accounts before the interests of our Client in the other account. We will not effect any cross trades between accounts if we believe that such trade would result in a principal transaction, unless:

1) We believe that such transaction is in the best interest of the Clients participating in the transaction; and 2) We obtain the consent of the applicable Clients to the extent required under the Advisers Act. For a copy of the Code of Ethics, Clients and investors may contact us at 917-365-6509 .

Selection of Brokers The Adviser is responsible for the placement of the portfolio transactions for Client accounts and the negotiation of any commissions paid on such transactions. Portfolio securities normally are purchased through brokers on securities exchanges or directly from the issuer or from an underwriter or market maker for the securities. Purchases of portfolio instruments through brokers involve a commission to the broker. Purchases of portfolio securities from dealers serving as market makers include the spread between the bid and the ask price. The Adviser will not commit to provide any level of brokerage business to any broker. The Adviser may utilize the services of one or more introducing brokers who will execute its brokerage transactions through the broker and custodians who will clear the Adviser’s transactions. Securities transactions for Clients are executed through brokers selected by the Adviser in its sole discretion and without the consent of the Client. In placing portfolio transactions, the Adviser will seek to obtain the best execution for Clients, taking into account the following factors: the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); the operational efficiency with which transactions are effected and the efficiency of error resolution, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; special execution capabilities; clearance; settlement; reputation; on-line pricing; block trading and block positioning capabilities; willingness to execute related or unrelated difficult transactions in the future; order of call; on-line access to computerized data regarding Clients’ accounts; performance measurement data; the quality, comprehensiveness and frequency of available brokerage and research services and products considered to be of value; the availability of stocks to borrow for short trades; and the competitiveness of commission rates in comparison with other brokers satisfying the Adviser’s other selection criteria. Research and Other Soft Dollar Benefits The term “soft dollars” refers to commissions accumulated by brokers based on an adviser’s

transactions, on behalf of its Clients, which may then be used by the adviser to acquire various products or services. The use of Client commissions, known as soft dollars, to pay for these products and services, including research and brokerage products and services, presents advisers with potential conflicts of interest and may give incentives for advisers to use certain brokers without regard to their best execution obligations to their Clients. The Adviser uses soft dollars generated by its brokerage transactions to pay for brokerage and research products and services and such arrangements fall within the safe harbor afforded by Section 28(e) of the Exchange Act (“Section 28(e)”). Section 28(e) provides a “safe harbor” to investment managers who use soft dollars to obtain investment research and brokerage services. In order to qualify for the safe harbor, the products or services must provide assistance to an adviser in the performance of its investment decision-making responsibilities, or must relate to the execution, clearance or settlement of a trade. Research services within Section 28(e) may 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 brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, and services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between and 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; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required to the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. To the extent the Adviser uses soft dollars to pay for a product or service that includes a function that is not an eligible research or brokerage service under Section 28(e) of the Securities Exchange Act of 1934, as amended, or that the Adviser uses for purposes other than investment decision making, the Adviser will make an appropriate allocation of such product or service as a “mixed-use” item. The use of brokerage commissions to obtain investment research services creates a conflict of interest between the Adviser and Clients because the Clients pay for such products and services that are not exclusively for the benefit of Clients and that may be primarily or exclusively for the benefit of the Adviser. To the extent that the Adviser is able to acquire these products and services without expending its own resources (including management fees paid by Clients), the Adviser’s use of soft-dollars would tend to increase the Adviser’s profitability. In addition, the availability of these non-monetary benefits may influence the Adviser to select one broker rather than another to perform services for Clients. The Adviser uses soft dollar benefits to service all Client accounts rather than only those accounts that paid for the benefits. Brokerage for Client Referrals The Adviser currently does not direct its brokerage business to brokers who refer prospective investors to the Adviser. In the event we do so in the future, such referrals, are likely to benefit the

Adviser but will provide an insignificant (if any) benefit to Clients, we will have a conflict of interest with Client accounts when allocating brokerage business to a broker who has referred investors to the Adviser. To prevent these brokerage commissions from being used to pay investor referral fees, the Adviser will not allocate its brokerage business to a referring broker unless the Adviser determines in good faith that the commissions payable to such broker are reasonable in relation to those available from non-referring brokers offering services of substantially equal value to the Client accounts. Trade Errors The Adviser has several internal controls in place to prevent trade errors from occurring. However, on those occasions when such an error does occur, the Adviser will reasonably determine how to correct the error. If the error results in a loss to the Client accounts, the Adviser will generally not reimburse such losses absent gross negligence or willful misconduct. Aggregation of Orders The Adviser aggregates purchase and sale orders of investments held by Client accounts with similar orders being made simultaneously for other accounts or entities if, in the Adviser’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to Client accounts based on an evaluation that Client accounts will be benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In many instances, the purchase or sale of investments for Client accounts will be effected simultaneously with the purchase or sale of like investments for other accounts or entities. Such transactions may be made at slightly different prices, due to the volume of investments purchased or sold. In such event, the average price of all investments purchased or sold in such transactions may be determined, at the Adviser’s sole discretion, and Client accounts may be charged or credited, as the case may be, with the average transaction price. Our brokerage practices, including our ability to receive soft dollar benefits or to enter into soft dollar arrangements or similar arrangements, as described above, may differ for certain Clients based on the Client’s applicable written agreement with us. The Adviser does not have any “directed brokerage” relationships.

Other than as described above in Item 12, we do not receive any economic benefits from nonClients in connection with the provision of investment advice or other advisory services to our Clients. Further, neither the Adviser nor any related person of the Adviser directly or indirectly compensates any person who is not a supervised person of the Adviser for client referrals. The Adviser has in the past and may in the future enter into arrangements with unaffiliated third parties whereby compensation is paid for referring investors to certain of the Funds.

There are no legal or disciplinary events that would be material to a Client’s or prospective Client’s evaluation of our advisory business or the integrity of our management.

Client accounts are typically reviewed by Kirk S. Kazazian on a daily basis for conformity to the objectives and risk criteria applicable to such accounts, and compliance with any applicable investment guidelines and restrictions. Investors in the Funds generally will receive a monthly account statement and audited financial statements on an annual basis. We also typically distribute tax reports to investors in the Funds. The custodians of any separately managed accounts that we manage may send account statements to the owners of such accounts. In general, since a separately managed account Client would directly own the positions in its account, such Client may have full, real-time transparency

as to all transactions and holdings in such account, and may be better able to assess the future prospects of a portfolio that is substantially similar to the portfolios of the private investment funds managed by us. Separately managed account Clients may have the right to withdraw all or a portion of their capital from such accounts on shorter notice and/or with more frequency than the terms applicable to an investment in the private investment funds that we manage.

Client funds and securities are maintained by qualified custodians to the extent required by Rule 206(4)-2 under the Advisers Act. However, for purposes of the Advisers Act, we are deemed to have custody of certain Client assets. Rule 206(4)-2 imposes on advisers having custody of Clients’ funds or securities certain requirements concerning reports to such Clients (including underlying investors) and surprise examinations relating to such Clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles subject to audit and delivery if each pooled investment vehicle: (i) is audited at least annually by an independent public accountant; and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of funds adviser) of its fiscal year-end. We intend to rely upon this exception and therefore will be exempt from the Rule 206(4)-2 reporting and examination requirements. The Adviser will not have custody of the funds and securities of any separately managed accounts. The Clients contract with third-party custodians and prime brokers to serve as custodian for securities owned by the Clients and certain private securities and assets. The administrator of the Clients sends monthly or quarterly statements to Investors, which should be carefully reviewed. On an annual basis, the Adviser delivers audited financial statements to Investors in the Clients within 120-days of its fiscal year-end. The Clients are audited annually by an accounting firm that is a member of the Public Company Accounting Oversight Board. The audit of the Clients is conducted in accordance with accounting principles that are generally accepted in the U.S. (i.e., U.S. GAAP).

We have discretionary authority to manage securities accounts on behalf of our Clients. Clients give us this discretionary authority when they enter into a written agreement with us. The

investors in the private investment funds managed by us generally may not place any limits on our authority beyond the limitations set forth in the Fund Documents for such private investment funds. On a case-by-case basis, Clients other than the Funds may negotiate certain risk and/or operating guidelines that we will adhere to when exercising our discretionary authority over such accounts.

We have the authority to vote proxies on behalf of the Funds. We may delegate the authority to vote proxies for other Client accounts to the extent provided in a written agreement with a particular Client. We have adopted proxy voting policies and procedures that are designed to ensure that in cases where we vote proxies with respect to Client securities, such proxies are voted in the best interests of such Clients, and that any material conflict of interest between our interests and the interests of our Clients will be resolved in a manner that is consistent with the best interests of Clients and in a manner not affected by such conflict of interest. When authorized to vote proxies for a Client account, invest in a security for a Client account for which a proxy vote may arise and receive timely notice of such proxy from the Client’s custodian, we are guided by general fiduciary principles and seek to act in a manner intended to enhance the overall economic value of the applicable security. There may be times (which may be frequent) when we are authorized to vote proxies for a Client account and determine that refraining from voting is in the best interest of that Client. For example, we may refrain from voting a Client proxy when (without limitation): (i) the economic effect on shareholder’s interests or the value of the portfolio holding is indeterminable or insignificant; (ii) voting the proxy would unduly impair the investment management process; or (iii) the cost of voting the proxies outweighs the benefits or is otherwise impractical. In addition, we may abstain from voting a proxy on behalf of our Clients’ accounts due to (1) de minimis holdings; (2) de minimis impact on the portfolio; (3) contractual arrangements with Clients; (4) their authorized delegates or the failure of a proxy to provide sufficient information to allow for informed decision making; and/or (5) items relating to non-U.S. issuers (such as those described below). We may refrain from voting a proxy of a non-U.S. issuer due to logistical considerations that may have a detrimental effect on our ability to vote the proxy. These issues may include, but are not limited to: (a) proxy statements and ballots being written in a foreign language; (b) untimely notice of a shareholder meeting; (c) requirements to vote proxies in person; (d) restrictions on non-U.S. person’s ability to exercise votes; (e) restrictions on the sale of securities for a period of time in proximity to the shareholder meeting (e.g., share blocking); or (f) requirements to provide local agents with power of attorney to facilitate the voting instructions. To the extent that we have discretion to participate in class action lawsuits filed against companies or issuers in which our Clients are invested, we may participate in such class action lawsuit if we believe that such participation is in the best interest of our Clients on a case-bycase basis. We may engage a third-party proxy voting service to vote proxies on behalf of Clients and in such case, we may, when it is believed to be in the best interest of Clients, adopt such third-party’s proxy voting policies and guidelines; the cost of any such third-party proxy voting service may be borne by such Clients, as applicable. If engaged, we generally expect that we would vote with the advice of the third-party proxy voting service whose recommendations are

intended to be in the best economic interest of investors; however, we may override any recommendation of such proxy voting service that we do not believe is in the best interest of our Clients. In the event that we do not accept proxy voting authority over a Client’s securities, we generally will not accept questions about particular solicitations from such Client, who should contact its custodian to coordinate receipt of proxies and other solicitations directly from the custodian. We currently do not permit Clients to direct our vote in a particular solicitation. We may enter into arrangements with Clients or other investment managers pursuant to which such Clients or managers have responsibility to vote proxies according to their own policies and procedures or wishes (such as in the event that we advise a separately managed account or act as a sub-adviser to a private investment fund managed by a third-party manager). A Client may obtain a copy of our proxy voting policy and procedures upon request, as well as information about how we voted the Client’s securities, by contacting us at the address on the cover page of this brochure.

The Adviser does not charge any fees six months or more in advance. The Adviser is not aware of any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to the Clients. The Adviser has never been the subject of a bankruptcy petition.