KENNEDY LEWIS CAPITAL HOLDINGS LLC

The Adviser was formed on February 22, 2022 and its headquarters are located in New York, NY. The Adviser is owned by Kennedy Lewis Investment Management LLC, which is controlled by David Chene and Darren Richman. The Adviser has entered into a resource sharing agreement (“Resource Sharing Agreement”) with Kennedy Lewis Management LP, an investment adviser that is registered with the SEC under the Advisers Act (“Kennedy Lewis Management,” and together with its affiliates “Kennedy Lewis”), pursuant to which Kennedy Lewis Management makes certain personnel and resources available to the Adviser to provide certain investment advisory services to the Adviser’s Client. Together Messrs., Richman and Chene manage Kennedy Lewis with the assistance of their staff. As discussed in Item 10 below, the Adviser is affiliated with (i) investment advisers (the “Affiliated Advisers”), including, without limitation, Kennedy Lewis Management, which serves as investment adviser to Kennedy Lewis Capital Partners Master Fund LP, Kennedy Lewis Capital Partners Master Fund II LP, Kennedy Lewis Capital Partners Master Fund III LP, Kennedy Lewis Capital Partners Master Fund IV LP, their Delaware onshore feeders, and their Cayman Islands offshore feeder and intermediate funds, as well as certain parallel and co-investment and “funds of one” (collectively, the “Credit Opportunity Funds”) and Kennedy Lewis Senior Loan Fund (the “Senior Loan Fund”) and multiple “funds of one” that invest in and/or alongside the Senior Loan and alongside the Client (as defined below) (together, the “Core Lending Funds”), Kennedy Lewis Residential Property Income Advisors LLC, which is the investment adviser to Kennedy Lewis Residential Property Income Company LP (the “KLRES Fund”), Kennedy Lewis Loan Management LLC (“KLLM”), which is the investment advisor for Kennedy Lewis’ collateralized loan obligation platform (the “KLLM CLOs”) and Kennedy Lewis Advisors (Switzerland) SARL, a relying investment adviser of the Adviser, which is based in Geneva, Switzerland, and is under common control with the Adviser and shares certain supervised persons, and (ii) Kennedy Lewis Capital Markets LLC (the “Kennedy Lewis Broker-Dealer”). In addition, the Adviser, through Kennedy Lewis Land and Residential Advisors LLC (“KLLARA”), its wholly-owned subsidiary, advises Millrose Properties, Inc., a publicly traded real estate investment trust that was created by way of a spin-off from Lennar Corporation in February 2025. The Adviser is the investment adviser to Kennedy Lewis Capital Company (the “Client”), an externally managed, diversified closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”). For information about the investment strategy of the Adviser, see the discussion under Item 8 below. Further, details regarding the Client can be found in the Client’s private placement memorandum, bylaws, and other governing documents (the “Governing Documents”). As of December 31, 2025, the Adviser had approximately $1,157,337,008 in regulatory assets under management, all of which are managed on a discretionary basis.

Advisory Fees and Compensation. Under an investment advisory agreement between the Client and the Adviser (the “Advisory Agreement”), the Client pays the Adviser a fee for investment management services consisting of a base management fee (the “Base Management Fee”) and an incentive fee (the “Incentive Fee”), as more fully discussed in the Client’s Governing Documents. Base Management Fee. The Client pays the Adviser a Base Management Fee equal to an annual rate of 1.25% of the average of the Client’s net assets, at the end of the two most recently completed quarters. The Base Management Fee is payable quarterly in arrears. Incentive Fee. The Incentive Fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the Incentive Fee is based on a percentage of income, which is payable quarterly in arrears if the preincentive fee net investment income returns in any calendar quarter exceed the hurdle rate of 1.25% per quarter (5.0% annualized) and a portion is based on a percentage of capital gains, payable in arrears as of the end of each calendar year in an amount equal to 12.5% of cumulative realized capital gains from inception through the end of such calendar, each as described in more detail in the Client’s Governing Documents. Expenses. All investment professionals of the Adviser, when and to the extent engaged in providing investment advisory and management services to the Client, and the compensation and routine compensation-related overhead expenses of personnel allocable to these services to the Client, are provided and paid for by the Adviser and not by the Client. The Client bears all other out-of-pocket costs and expenses of its operations and transactions, including, without limitation, those relating to:

all direct and indirect costs and expenses incurred by the Adviser for office space rental, office equipment, utilities, and other non-compensation related overhead allocable to performance of investment advisory services under the Advisory Agreement by the Adviser, including the costs and expenses of due diligence of potential investments, monitoring performance of the Client’s investments, serving as trustees and officers of portfolio companies, providing managerial assistance to portfolio companies, enforcing the Client’s rights in respect of its investments and disposing of investments;

organizational and offering expenses;

expenses incurred in valuing the Client’s assets and computing its net asset value per share (including the cost and expenses of any independent valuation firm);

expenses incurred by the Client’s administrator or payable to third parties, including agents, consultants, or other advisors, in monitoring financial and legal affairs for the Client and in monitoring the Client’s investments and performing due diligence on the Client’s

prospective portfolio companies or otherwise related to, or associated with, evaluating and making investments;

interest payable on debt, if any, incurred to finance the Client’s investments and other fees and expenses related to the Client’s borrowings;

expenses related to unsuccessful portfolio acquisition efforts;

offerings of the Client’s common shares (“Common Shares”) and other securities (including underwriting, placement agent, and similar fees and commissions);

Base Management Fees and Incentive Fees;

third-party investor hosting and similar platforms and service providers;

administration fees;

transfer agent and custody fees and expenses;

federal and state registration fees;

all costs of registration and listing the Client’s Common Shares on any securities exchange;

federal, state, and local taxes;

fees and expenses of trustees who are not “interested persons” as defined in Section 2(a)(19) of the 1940 Act (“Independent Trustees”);

costs of preparing and filing reports or other documents required by the SEC or other regulators;

costs of any reports, proxy statements, or other notices to shareholders, including printing costs;

the costs associated with individual or group shareholders;

the Client’s allocable portion of the fidelity bond, trustees and officers/errors and omissions liability insurance, and any other insurance premiums;

direct costs and expenses of administration and operation, including printing, mailing, long distance telephone, copying, secretarial, and other staff, independent auditors, third-party investor hosting and similar platforms and service providers, and outside legal costs; and

all other expenses incurred by the Client or the Adviser in connection with administering the Client’s business, such as the allocable portion of overhead under the administration

agreement with the Client’s administrator, including rent, and the allocable portion of the cost of the Client’s Chief Financial Officer and Chief Compliance Officer and their respective staffs. From time to time, the Adviser has and will engage individuals as third-party advisors, “consultants,” “contractors,” “advisers,” and other consultants (collectively, “Advisors”) who are not employees of the Adviser or its affiliates, but are paid fees for services provided to one or more clients managed by the Adviser and/or its affiliates, including services related to the Adviser’s investment process. Additionally, certain research providers and consultants (“Research Providers”) are engaged with respect to the clients. The terms of these engagements, including compensation arrangements for Advisors and Research Providers, are generally agreed upon at the time of engagement and will vary depending upon the nature of the services provided. These fees and expenses (including travel and lodging expenses) are generally allocated to the client(s) that benefit from the services and are not borne by the Adviser or its affiliates even if the services are not utilized during the entire term of the engagement. The allocation of expenses by the Adviser between it, the Client, the Adviser’s affiliates, and clients of the Adviser’s affiliates represents a conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented policies and procedures for the allocation of expenses. If a particular expense relates to one or more clients or other accounts, the Adviser and its affiliates will allocate the expense in a manner it considers equitable to all accounts and in accordance with its policy. Under this policy, expenses are allocated between and among clients pro rata based on net asset value, total commitments, or actively invested capital, as applicable. In addition, certain expenses specific to an investment opportunity may be allocated based on the allocation of the investment opportunity, rather than pro rata. Similarly, if an expense is allocable to both the Adviser or its affiliate and the Client, the Adviser will allocate in a manner it considers equitable to all accounts and in accordance with its policy. The Client has entered into an expense support and conditional reimbursement agreement (as amended, the “Expense Support Agreement”) with the Adviser, pursuant to which the Adviser has contractually agreed to pay Other Operating Expenses (as defined below) of the Client on the Client’s behalf (each such payment, a “Required Expense Payment” such that Other Operating Expenses of the Client does not exceed 1.00% (on an annualized basis) of the Client’s applicable quarter-end net asset value. “Other Operating Expenses” include the Client’s organizational and offering expenses (including the Client’s allocable portion of compensation and overhead (including rent, office equipment, and utilities) and other expenses incurred by the Client’s administrator in performing its administrative obligations under an administration agreement, excluding Base Management Fees and Incentive Fees owed to the Adviser and any interest expenses owed by the Client. At such times as the Adviser determines, the Adviser may elect to pay certain additional expenses of the Client on the Client’s behalf (each such payment, a “Voluntary Expense Payment” and together with a Required Expense Payment, the “Expense Payments”). In making a Voluntary Expense Payment, the Adviser will designate, as it deems necessary or advisable, what type of expense it is paying (including, whether it is paying organizational or offering expenses).

Following any calendar quarter in which Available Operating Funds (as defined below) exceed the cumulative distributions accrued to the Client’s shareholders based on distributions declared with respect to record dates occurring in such calendar quarter (the amount of such excess referred to as “Excess Operating Funds”), the Client will pay such Excess Operating Funds, or a portion thereof, to the Adviser until such time as all Expense Payments made by the Adviser to the Client within three years prior to the last business day of such calendar quarter have been reimbursed. Any payments required to be made by the Client under the Expense Support Agreement are referred to as a “Reimbursement Payment.” “Available Operating Funds” means the sum of (i) the Client’s net investment company taxable income (including net short-term capital gains reduced by net long-term capital losses), (ii) the Client’s net capital gains (including the excess of net longterm capital gains over net short-term capital losses); and (iii) dividends and other distributions paid to the Client on account of investments in portfolio companies (to the extent such amounts listed in clause (iii) are not included under clauses (i) and (ii) above). The amount of the Reimbursement Payment for any calendar quarter will equal the lesser of (i) the Excess Operating Funds in such quarter and (ii) the aggregate amount of all Expense Payments made by the Adviser to the Client within three years prior to the last business day of such calendar quarter that have not been previously reimbursed by the Client to the Adviser; provided that the Adviser may waive its right to receive all or a portion of any Reimbursement Payment in any particular calendar quarter, in which case such waived amount will remain unreimbursed Expense Payments reimbursable in future quarters pursuant to the terms of the Expense Support Agreement. Additional Compensation and Conflicts of Interest. Supervised persons of the Adviser may receive compensation indirectly in connection with the sale of securities or other investment products through their interest in the Kennedy Lewis BrokerDealer or its affiliates. See the discussion below in Item 10 for information on the possible activities of the Kennedy Lewis Broker-Dealer. Additional detail is included in the Client’s Governing Documents.

METHODS OF ANALYSIS The Adviser seeks to achieve its Client’s investment objectives, which are to maximize the total return to its shareholders in the form of current income and, to a lesser extent, capital appreciation. The Adviser seeks to meet the Client’s investment objectives by:

utilizing the experience and expertise of Kennedy Lewis, along with its broader resources, network of relationships (including founders, management teams, minority equity owners, portfolio companies, banks, prior financing relationships, etc.), and human capital, including its capabilities as it relates to sourcing, evaluating, and structuring transactions;

employing a defensive investment approach focused on long-term credit performance and principal protection;

focusing on investing primarily in debt or other debt-like securities across the capital structure of middle market companies located in the United States and, selectively, in other North American countries and in Europe, with the ability to consider investments focused on other geographic markets;

investing primarily in established, stable, enterprises with positive cash flow, strong competitive positioning in their industries, experienced management teams, and diverse customer and supplier bases; and

maintaining rigorous portfolio monitoring in an attempt to anticipate and pre-empt negative credit events within the Client’s portfolio.

As part of the opportunistic credit strategy that Kennedy Lewis manages through its family of opportunistic private credit funds, Kennedy Lewis regularly sources loans that are appropriate for the Client’s investment strategy. These loans are generally first lien instruments in performing companies with return characteristics that the Adviser believes are appropriate for the Client to meet its investment objectives. These are loans that flow from Kennedy Lewis’ existing deal origination efforts across a range of industries and corners of the market that exhibit uncorrelated or counter-cyclical characteristics. In addition to investing in self-originated instruments, the Client invests in broadly syndicated senior secured loans. The Adviser expects to generate returns for the Client primarily from both current income – generally derived from interest income and fees – and, to a lesser extent, capital appreciation, which collectively contribute to the Client’s expected total investment return. Most of the debt instruments the Client invests in are unrated or rated below investment grade, which is often an indication of size, credit worthiness, and speculative nature relative to the capacity of the borrower to pay interest and principal. Generally, if the Client’s unrated investments were rated, they would be rated below investment grade. These securities, which are often referred to as “junk” or “high yield”, have predominantly speculative characteristics with

respect to the issuer’s capacity to pay interest and repay principal. They may also be difficult to value and are illiquid. The Adviser also considers environmental, social, and governance (“ESG”) factors in the investment decision making process, in accordance with the Adviser’s ESG policy, including a negative screen for certain industries as well as an analysis of the likelihood of material ESGrelated risk based on the industry and industry subsector of the potential portfolio company, with further diligence and analysis based on this categorization as well as other factors identified during diligence. This strategy involves substantial risks that should be considered carefully. Certain risk factors that may be considered applicable to the strategy are outlined below. Additional risk factors are outlined in the Governing Documents for the Client. It should be noted, however, that there may be other risk factors applicable that are not identified but that might still result in material losses. Although the Adviser may attempt to manage these risks through careful research, ongoing monitoring of investments, and appropriate hedging techniques, there can be no assurance that the securities and other instruments purchased which are the focus of its strategies will increase in value or that the Client will not incur significant losses. RISKS RELATING TO THE BUSINESS STRUCTURE Importance of Kennedy Lewis; Reliance on Key Personnel. The authority to make decisions and exercise business discretion on behalf of the Client is delegated to the Adviser. The success of the Client is therefore expected to significantly depend on the diligence, skill, and network of key personnel, who are business contacts of the senior investment professionals of Kennedy Lewis. The loss of any key personnel may limit the Client’s ability to achieve its investment objectives and operate its business. This could have a material and adverse effect on the financial condition, results of operations, and cash flows of the Client and the Adviser. Dependence on Strong Referral Relationship. The Adviser’s business model depends to a significant extent upon strong referral relationships. Any inability of the Kennedy Lewis personnel to maintain or develop these relationships, or the failure of these relationships to generate investment opportunities, could adversely affect the Adviser’s business. Dependence on Information Systems. The Client’s business is highly dependent on the communications and information systems of the Adviser. In addition, certain of these systems are provided to the Adviser by third-party service providers. Any failure or interruption of such systems, including as a result of the termination of an agreement with any such third-party service provider, could cause delays or other problems in the Client’s activities. This, in turn, could have a material adverse effect on the Client’s operating results and negatively affect the Client. Artificial Intelligence Risk. The Adviser may make use of certain third-party service providers that use or otherwise incorporate artificial intelligence in the services that they provide. The use or incorporation of these new technologies in services used by the Adviser (or the failure of these new technologies to operate correctly or at all) could have a material adverse effect on the performance of the Client.

Conflicts of Interest. Kennedy Lewis personnel serve, or may serve, as officers, directors, members, or principals of entities that operate in the same or a related line of business as the Client. Similarly, Kennedy Lewis has other clients with similar, different, or competing investment objectives. In serving these multiple capacities, they may have obligations to other clients or investors in those entities, the fulfillment of which may not be in the best interests of the Client or its investors. There may be times when the Adviser or its personnel have interests that differ from those of the Client’s investors, giving rise to a conflict of interest. While the Adviser will endeavor to handle these investment and other decisions in a fair and equitable manner, the Client and its investors could be adversely affected by these decisions. Inside Information; Substantial Positions. Kennedy Lewis personnel may receive material nonpublic information about or relating to issuers of securities in which the Client invests or proposes to invest. Under various securities laws (or the Adviser’s internal policies), this could restrict the Adviser’s ability to cause the Client to purchase or sell securities of a company for substantial periods when doing so may have an adverse effect on the Client. BDC. Regulations governing the Client’s operation as a BDC affect its ability to, and the way in which it, raises additional capital. As a BDC, the necessity of raising additional capital may expose the Client to risks, including the typical risks associated with leverage. The Client may issue debt securities or preferred stock and/or borrow money from banks or other financial institutions, which the Client refers to collectively as “senior securities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, the Client is permitted as a BDC that has satisfied certain requirements to issue senior securities in amounts such that its asset coverage ratio, as defined in the 1940 Act, equals at least 150.0% of its gross assets less all liabilities and indebtedness not represented by senior securities, after each issuance of senior securities. If the value of the Client’s assets declines, it may be unable to satisfy this test. If that happens, the Client would not be able to borrow additional funds until it was able to comply with the 150.0% asset coverage ratio applicable to it under the 1940 Act. Also, any amounts that the Client uses to service its indebtedness would not be available for distributions to its shareholders. If the Client issues senior securities, it will be exposed to typical risks associated with leverage, including an increased risk of loss. RISKS OF LOSS Political and Economic Conditions. From time-to-time, capital markets may experience periods of disruption and instability. Since 2020, the U.S. capital markets have experienced extreme volatility and disruption, as evidenced by the volatility in global stock markets as a result of, among other things, uncertainty surrounding the COVID-19 pandemic, supply chain disruptions, interest rate and inflation rate environments, and the fluctuating price of commodities, such as oil. Despite actions of the U.S. federal government and foreign governments, these types of events contribute to unpredictable general economic conditions that materially and adversely impact the broader financial and credit markets and reduce the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future. Given the ongoing and dynamic nature of recent market disruption and instability, it is difficult to predict the full impact of these conditions on a Client’s portfolio. The extent of any such impact will depend on future developments, which are highly uncertain, including the duration or

reoccurrence of any potential business or supply chain disruption, changes in interest rates and inflation rates, the conflicts between Russia and Ukraine and Israel and Hamas, health epidemics and pandemics, and the actions taken by governments in response to these conditions. During any such periods of market disruption and instability, companies may have limited access, if available, to alternative markets for debt and equity capital. Volatility and dislocation in the capital markets can also create a challenging environment in which to raise or access debt capital. The continuance or reappearance of market conditions similar to those experienced during portions of the last three fiscal years for any substantial length of time could make it difficult to extend the maturity of, or refinance existing, indebtedness or obtain new indebtedness with similar terms. Moreover, any failure to do so could have a material adverse effect on businesses. The debt capital that may be available in the future, if at all, may be at a higher cost and on less favorable terms and conditions. Environmental, Social, and Governance Risk. The Client and/or the Adviser may face increasing public scrutiny related to ESG activities. A Client may risk damage to its brand and reputation if it fails to act responsibly with respect to environmental stewardship, corporate governance, and transparency and considering ESG factors in its investment processes. Adverse incidents with respect to ESG activities could impact the value of a Client’s brand, the cost of its operations, and relationship with investors, all of which could adversely affect the business and result of operations. Additionally, new regulatory initiatives related to ESG could adversely affect the Client’s business. Climate Change Risk. Global climate change could impact the operations of the Client’s portfolio companies. Climate change creates physical and financial risk and some of the Client’s portfolio companies may be adversely affected by climate change. For example, the needs of customers of energy companies vary with weather conditions, primarily temperature and humidity. To the extent weather conditions are affected by climate change, energy use could increase or decrease depending on the duration and magnitude of any changes. Increases in the cost of energy could adversely affect the cost of operations of the Client’s portfolio companies if the use of energy products or services is material to their business. A decrease in energy use due to weather changes may affect some of the Client’s portfolio companies’ financial condition, through decreased revenues. Extreme weather conditions in general require more system backup, adding to costs, and can contribute to increased system stresses, including service interruptions. Legal, Regulatory, and Tax Risks. At any time, the federal income tax laws governing registered investment companies (“RICs”) or the administrative interpretations of those laws or regulations may be amended. A number of tax law changes and proposals have been made in recent years, some of which include proposals to increases the corporate and individual tax rates, and impose a minimum tax on book income and profits of certain multinational corporations. Any new laws, regulations, or interpretations may take effect retroactively and could adversely affect the taxation of the Client or its investors. Therefore, changes in tax laws, regulations, or administrative interpretations or any amendments thereto could diminish the value of an investment in the Client’s portfolios or the value or the resale potential of the Client’s investments.

Read the rest in the brochure

As previously described, the Adviser provides investment advice to the Client, which currently consists of a BDC that primarily invests in debt or other debt-like securities across the capital structure of middle market companies located in the United States and, selectively, in other North American countries and in Europe, with the ability to consider investments focused on other geographic markets. The Client imposes minimum investment limits on investors of $10,000 as set forth in the Client’s Governing Documents.

As disclosed above, the Adviser could receive performance fees from the Client. Performance fees can provide an incentive for the Adviser to select or recommend investments for the Client paying such fees that are more risky or speculative than those that would be recommended under a different fee arrangement. The fact that the Adviser will be compensated based on realized profits can create an incentive for the Adviser to delay the realization of certain investments or to make investments on behalf of clients that are riskier or more speculative than would be the case in the absence of such compensation. In addition, certain Kennedy Lewis personnel are compensated on a basis that includes a performance-based component.

The advisers listed below are affiliated advisers (“Affiliated Advisers”) of the Adviser:

Kennedy Lewis Loan Management LLC (“KLLM”), an investment adviser that manages CLO assets. KLLM and the Adviser are under common control and share the same physical location and certain supervised persons.

Kennedy Lewis Advisors (Switzerland) SARL, a relying investment adviser of Kennedy Lewis Management that is based in Geneva, Switzerland. Kennedy Lewis Advisors (Switzerland) SARL and the Adviser are under common control and share certain supervised persons.

Kennedy Lewis Management, which serves as investment adviser to the Kennedy Lewis Capital Partners Master Fund LP; Kennedy Lewis Capital Partners Master Fund II LP; Kennedy Lewis Capital Partners Master Fund III LP; Kennedy Lewis Capital Partners Master Fund IV LP, Kennedy Lewis Senior Loan Fund LP; their Delaware onshore feeders, and their Cayman Islands offshore feeder and intermediate funds, as well as certain parallel and co-investment funds. Kennedy Lewis Management and the Adviser are under common control and share the same physical location and certain supervised persons.

Kennedy Lewis Residential Property Income Advisers LLC, which serves as investment adviser to Kennedy Lewis Residential Property Income Company LP, is a relying adviser of Kennedy Lewis Management. Kennedy Lewis Residential Property Income Advisers LLC and the Adviser are under common control and share the same physical location and certain supervised persons.

Kennedy Lewis Land and Residential Advisors (“KLLARA”) is an affiliate of the Adviser that is the external manager to Millrose Properties, Inc., which invests in homebuilder finance opportunities.

Kennedy Lewis Broker-Dealer is a SEC and FINRA-registered broker-dealer. Kennedy Lewis Broker-Dealer and the Adviser are under common control and share the same physical location. Certain supervised persons of the Adviser also hold positions at Kennedy Lewis Broker-Dealer. Pooled investment vehicles managed by Petershill at Goldman Sachs Asset Management hold a minority passive interest in the parent of the Adviser, Kennedy Lewis Investment Management LLC, and certain affiliated entities. Conflicts of Interest. There are numerous perceived and actual conflicts of interest among and between the Adviser, the Affiliated Advisers, its affiliates, the Client, Affiliated Adviser clients and the Kennedy Lewis Broker-Dealer. The conflicts of interest that may be relevant to the Client include those discussed below, although such discussion does not describe all of the conflicts that may be faced by the

Adviser. Dealing with conflicts is complex and difficult, and new and different types of conflicts are likely to subsequently arise. Investments in the Same Portfolio Company. The Client or Affiliated Adviser client may, from time to time, make an investment in a portfolio company in which another client has previously invested, or subsequently invests, in a different part of the portfolio company capital structure and vice versa. For example, one client could make a loan to a portfolio company, or otherwise invest in a senior security of a portfolio company, where another client has already invested in the equity of the portfolio company or subsequently does so. In making an investment from a client in a portfolio company in which another client already holds an investment, the Adviser may be subject to a conflict of interest as the terms of the investment may have an impact on the value of the portfolio company and therefore the value of the existing investment. In addition, there may be instances where such a portfolio company may become insolvent or bankrupt and where one client’s interest in the portfolio company conflicts with another’s interest. If one client holds an interest in a portfolio company with rights, preferences, and privileges that are different than those held by another client in the same portfolio company, the Adviser could be presented with decisions when the interests of the clients are in conflict. It is possible that, in a bankruptcy proceeding, out-of-court restructuring, or other corporate action, one client’s interest ends up subordinated or otherwise adversely affected by virtue of another client’s investment and actions relating to its investment. Similar conflicts can arise in determining the terms of investments or if or when to exercise rights associated with investments. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, and the terms of any work-out or restructuring raise conflicts of interest. If additional capital is necessary as a result of financial or other difficulties, or to finance growth or other opportunities, a client that invested in the portfolio company may not be in a position to make a further investment due to where it is in its life cycle or for some other reason. Another client may or may not provide the additional capital, and if provided such client will supply the additional capital in such amounts, if any, as determined by the Adviser. The Adviser’s incentives with respect to the clients in those cases may differ and even conflict. Transactions with Affiliates. From time to time, the Adviser or an Affiliated Adviser may determine that a sale of positions from one client or Affiliated Adviser client to another is in the best interests of both accounts. For example, an affiliate may acquire an investment from an unrelated seller or borrower in anticipation of offering it to an Adviser-sponsored vehicle or account at a future date if such vehicle or account does not have available capital to make the investment when it is being marketed by the unrelated seller. While these transactions with related parties may expand the universe of opportunities that is available to the clients, the clients will not necessarily derive a benefit from each such transaction, and the client and the other party to a particular transaction may have divergent interests. Moreover, there may be uncertainties regarding the valuation of investments that are subject to these transactions. In situations involving transactions with affiliates, or otherwise where required by applicable law, client consent may be required.

Conflicts Relating to Relationships of the Affiliated Parties. The Adviser, its affiliates, and their respective partners, officers, principals, and employees (collectively, the “Affiliated Parties”) generally, in their discretion, may contract with any related person of the Affiliated Parties (including but not limited to a portfolio company of the Client or another client account) to perform services for the Affiliated Parties in connection with its provision of services to the Client or another client account. When engaging a related person to provide such services, the Affiliated Parties will have an incentive to recommend the related person in an effort to financially benefit, even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. The Affiliated Parties will from time to time, in their discretion, recommend to the Client or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with: (i) an Affiliated Party or a related person of an Affiliated Party (including but not limited to a portfolio company); or (ii) an entity with which an Affiliated Party or a member of their personnel has a relationship or from which an Affiliated Party or their personnel otherwise derives financial or other benefit. When making such a recommendation, an Affiliated Party, because of their financial or other business interest, may have an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. In this regard, Kennedy Lewis employs one affiliate to provide specialized servicing for certain portfolio investments of the firm’s clients. In order to mitigate this conflict, the servicer will not operate as a profit center. In addition portfolio companies in which a client has invested from time to time provide services to Kennedy Lewis, certain client investors, or prospective investors. This creates a conflict of interest, as Kennedy Lewis has an incentive to cause such a portfolio company to favor Kennedy Lewis relative to other portfolio company clients or customers in terms of pricing, access or otherwise, which could adversely affect the portfolio company’s profitability to Kennedy Lewis’s clients. Subject to the Governing Documents, examples of the possible activities of the Kennedy Lewis Broker-Dealer include, without limitation, to: (i) receive any placement, syndication, solicitation, arranger, dealer-manager, brokerage or other fees, including discounts, commissions and concessions, paid to the Kennedy Lewis Broker-Dealer for services rendered by such Kennedy Lewis Broker-Dealer in connection with the offer, sale, placement, syndication, arrangement, structuring, restructuring, purchase, repurchase or exchange of securities or financing, or the effectuation of any securities or financing transaction or any other compensation the Kennedy Lewis Broker-Dealer may receive in connection with the private placement of securities, loans or other financial instruments or M&A advisory services (the fees and other compensation described in this clause (i), collectively, the “Broker-Dealer Fees”) from a portfolio company, borrower and/or third-party investor relating to an investment opportunity that the Adviser determined was not appropriate for the Client; (ii) possibly receiving Broker-Dealer Fees from a borrower of the Client or a third-party, in connection with such third-party co-lending to such borrower alongside the Client; and (iii) possibly receiving Broker-Dealer Fees from a portfolio company or borrower of the Client or third-party in connection with an investment made by the third-party investor in

Read the rest in the brochure

Code of Ethics. The Adviser has adopted and implemented a code of ethics (the “Code of Ethics”) pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), which requires the Adviser and its employees to put the interests of the Client and any other Kennedy Lewis clients before their own interests and to act honestly and fairly in all respects to the Client and any other dealings with Kennedy Lewis clients. The Code of Ethics also requires all employees to comply with applicable federal securities laws. The Code of Ethics describes rules surrounding personal securities transactions and applies to all the Adviser’s employees and to any other person who is deemed to be an “access person” (all such employees and other persons are referred to as “access persons”). Access persons are required to report certain personal securities transactions and holdings. Those personal securities transactions may raise potential conflicts with the interests of the Adviser’s clients. To mitigate potential conflicts of interest, the Adviser requires its access persons to pre-clear their personal transactions in any investments involving initial public offerings, private placements, as well as other “reportable securities” as defined in Rule 204A-1 under the Advisers Act. Kennedy Lewis, however, allows its access persons to trade exchange traded clients and exchange traded notes, as well as other securities that are not “reportable securities” without a prior written approval. The Code of Ethics also provides guidance for the Adviser’s employees regarding: (i) engaging in activities outside of the Adviser’s business; (ii) documenting close personal or family relationships; and (iii) giving and receiving business related gifts and providing and receiving entertainment. A copy of the Code of Ethics may be obtained by contacting the Chief Compliance Officer whose contact information is set forth on the cover of this Brochure. Investing in Securities Recommended to Clients. The Adviser and its affiliates, as well as certain of the Adviser’s employees may, and currently do, invest in Kennedy Lewis clients, and, accordingly, will share any profits and losses generated by the clients’ investments. Furthermore, in certain situations, related persons of the Adviser may purchase interests in the same investments held by Kennedy Lewis clients, subject to preclearance and other Code of Ethics requirements. Conflicts of interest may arise if the Adviser or its employees recommend a particular transaction because of a financial interest held by any such person in such securities or interests. Such investments pose a risk that the Adviser will favor one or more of the Kennedy Lewis clients in which an investment is maintained. Transaction in Securities where Kennedy Lewis has a Material Financial Interest. See the discussion above in Item 10 for information on the anticipated activities of the Kennedy Lewis Broker-Dealer, including activities which would result in the Kennedy Lewis Broker-Dealer receiving Broker-Dealer Fees from a portfolio company or borrower of the Client.

Insider Trading Policy. The Adviser, its Affiliate Advisers, or their respective related persons, in the course of their investment management and other activities, may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser, its affiliates, or their respective related persons have invested or seek to invest on behalf of the Client or other clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is the Client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to the Client and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell, or hold a security or financial instrument, but the Adviser will be prohibited from communicating such information to the Client or using such information for the Client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the Client for not disclosing such information to the Client (or the fact that the Adviser possesses such information), or not using such information for the Client’s benefit, as a result of following its policies and procedures designed to provide reasonable assurances that it is complying with applicable law.

Since the Client generally acquires and disposes of its investments in privately negotiated transactions, the Client infrequently uses brokers in the normal course of its business. The Adviser is primarily responsible for the execution of any publicly traded securities portfolio transactions and the allocation of brokerage commissions. The Adviser does not expect to execute transactions through any particular broker or dealer, but seeks to obtain the best net results for the Client, taking into account such factors as price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities. While the Adviser generally seeks reasonably competitive trade execution costs, the Client will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the Adviser may select a broker based partly on brokerage or research services provided to it and the Client and any other clients. In return for such services, the Client may pay a higher commission than other brokers would charge if the Adviser determines in good faith that such commission is reasonable in relation to the services provided. If, in the future, more than one client purchases or sells the same security, such orders will generally be aggregated in a single transaction unless the Adviser determines that aggregation is not the best interests of the relevant clients.

The Adviser compensates third-party solicitors and other promoters to assist with distribution of the Client. The Adviser arrangements with third-party solicitors and other promoters vary. Any compensation paid pursuant to these arrangements creates an incentive for the third-party solicitor or other promoter to recommend the Adviser, resulting in a material conflict of interest.

This Item is not applicable.

Positions held by the Client will be continuously monitored and reviewed by the investment advisory personnel of the Adviser and will be subject to regular reviews in the context of the Client’s stated investment objectives and guidelines. Additional reviews may be triggered by material changes in variables such as the Client’s or individual circumstances, or the market, political, or economic environment. Client Governing Documents will also specify the Adviser’s reporting requirements. The Adviser has developed policies and procedures and appropriate systems and controls to ensure that it is able to meet the specific reporting requirements described in each Client Governing Document.

The Adviser does not have custody of the client’s assets.

The Adviser has discretionary authority to manage securities on behalf of the Client. As investment adviser to the Client, the Adviser has been granted the discretionary authority in the relevant Governing Documents to determine which securities, and what quantities of such securities, are to be bought or sold, as well as the broker-dealer to be used and the commission rates to be paid, if any. The Adviser and its affiliates have adopted and implemented policies and procedures relating to the allocation of investment opportunities between and among the Client and clients of the Adviser’s affiliates. As mentioned above, the Adviser is required to provide fair and equitable treatment to the Client and any other client account which shares similar investment mandates and guidelines. However, because of differences in account size, account ramp-up or liquidation status, cash considerations, tax restrictions, regulatory restrictions, specific investment guidelines, liquidity, and other considerations, it is expected that the Client may not necessarily participate in, or will receive, a pro rata share of every investment opportunity. The Adviser has obtained an exemptive order from the SEC that permits the Client, among other things, to co-invest with certain other persons, including certain affiliates of the Adviser and certain funds managed and controlled by the Adviser and its affiliates, subject to certain terms and conditions (the “Order”). Pursuant to the Order, the Client’s board of trustees has established objective criteria (“Board Criteria”) clearly defining co-investment opportunities in which the Client will have the opportunity to participate with other public or private Kennedy Lewis funds that target similar assets. If an investment falls within the Board Criteria, Kennedy Lewis must offer an opportunity for the Client to participate. The Client may determine to participate or not to participate, depending on whether the Adviser determines that the investment is appropriate for the Client (e.g., based on investment strategy). The co-investment would generally be allocated to the Client and the other Kennedy Lewis funds that target similar assets pro rata based on available capital in the asset class being allocated. If the Adviser determines that such investment is not appropriate for the Client, the investment will not be allocated to the Client, but the Adviser will be required to report such investment and the rationale for its determination for the Client to not participate in the investment to the Board at the next quarterly board meeting.

In accordance with its fiduciary duty to clients and Rule 206(4)-6 under the Advisers Act, the Adviser has adopted and implemented written policies and procedures governing the voting of client securities. All proxies that the Adviser receives will be treated in accordance with these policies and procedures. Proxies must be voted with diligence, care, and loyalty. The Adviser votes each proxy in accordance with its fiduciary duty to its Client and Affiliated Adviser clients. The Adviser seeks to vote proxies in a way that maximizes the value of Client assets. Each proxy vote is ultimately cast on a case-by-case basis, as the Adviser considers the contractual obligations under Governing Documents and investment management agreements, and all other relevant facts and circumstances at the time of the vote. The Adviser will abstain from voting or affirmatively decide not to vote if the Adviser determines that abstention or not voting is in the best interests of the Client. In making this determination, the Adviser will consider various factors, including, but not limited to: (i) the costs associated with exercising the proxy (e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the exercise of a proxy. If a material conflict of interest between the Adviser and the Client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of a Client or take some other appropriate action. The Client may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a client’s proxies by contacting submitting a request to the Chief Compliance Officer, whose contact information can be found on the cover page of this brochure.

This Item is not applicable.