Long Pond Capital, LP

Long Pond is an investment advisory firm organized as a limited partnership under the laws of the State of Delaware. Long Pond was formed in 2010 and has been a registered investment adviser since February 2012. Long Pond is owned by John Khoury, who serves as Managing Partner and Portfolio Manager (the “Principal”). Long Pond serves as an investment manager and provides discretionary investment advisory services to several affiliated pooled investment vehicles, including Long Pond Capital QP Fund, LP and Long Pond Offshore, Ltd. (the “Feeder Funds”) and Long Pond U.S. Master, LP and Long Pond Offshore Master, L.P. (the “Master Funds” and, collectively with the Feeder Funds, Long Pond Opportunity II, LP, Long Pond Opportunity III, LP, the “Funds” and each, a “Fund”). The Feeder Funds invest substantially all of their assets through a “master-feeder” structure in the respective Master Fund, conducting their investment and trading activities indirectly through their investment in the respective Master Fund. The purpose of the Master Funds is to achieve trading and administrative efficiencies. Thus, an investment in the Feeder Funds is the functional and economic equivalent of an investment in the Master Funds. References herein to the Funds’ investment and portfolio include investments by the Feeder Funds through the Master Funds. The investment objective of the Funds is to generate superior risk-adjusted returns by identifying asymmetry, defined as a disconnect between stock price and intrinsic value, primarily in securities of companies in the real estate and real estate related sectors. Long Pond also offers advisory services to co-investment vehicles which have investment programs that at times overlap with the Funds, but which Long Pond expects will be more concentrated. Long Pond Opportunity II, LP (“Long Pond Opportunity II”) and Long Pond Opportunity III, LP (“Long Pond Opportunity III), formed in 2022 and 2023 respectively, were formed for the purpose of making a single investment. Long Pond also serves as a sub-adviser to Long Pond Real Estate Select (NYSE: LPRE), an actively managed long-only exchange-traded fund registered under the Investment Company Act of 1940 (“LPRE”) to which Exchange-Traded Concepts, LLC serves as primary investment adviser. The investment program of LPRE may overlap with the Funds but generally maintains a longer-term investment horizon and more liquid portfolio than the Funds and does not utilize leverage or derivatives or maintain short positions. Except as noted above, reference herein to the Funds’ investment objectives, investment strategies or investment activities should be read to apply to co-investment vehicles and LPRE as the context warrants. Please find further discussion of co-investments in Item 11. Long Pond’s registration on Form ADV also covers Long Pond GP, LLC (the “Fund General Partner”), a limited liability company organized under the laws of the State of Delaware. The Fund General Partner is an affiliate of Long Pond, and it serves as the general partner of those Funds that are U.S. or offshore partnerships. The Fund General Partner’s facilities and personnel are provided by Long Pond. Long Pond manages the assets of the Funds in accordance with the investment strategy set forth in each Fund’s respective confidential private placement memorandum or other applicable governing document but does not otherwise tailor its investment advice to the individual needs of investors in the Funds. Neither the Funds nor their underlying investors may impose restrictions on investing in certain securities or types of securities.

Long Pond does not participate in “wrap fee” programs. As of December 31, 2025, Long Pond had approximately $1.34 billion of client net assets under management. Long Pond manages all client assets on a discretionary basis.

General Long Pond and the Fund General Partner (or another affiliate) typically receive compensation from the Funds in the form of fees based on a percentage of assets under management and performancebased profit allocations. The fees applicable to each Fund are set forth in detail in the respective Fund’s confidential private placement memorandum or other applicable governing document. A brief summary of such fees is set forth as follows: Management Fee The Feeder Funds pay Long Pond a management fee, which is calculated and payable quarterly in advance at an annual rate of up to 1.5% of each investor’s capital account balance or the net asset value of each shareholder’s shares, as applicable (including for these purposes, in each case, the lower of cost or the fair value, as determined by Long Pond, of Special Investments, defined below, in which such investor has an interest, and taking into account capital contributions effective as of the beginning of each calendar quarter). Long Pond and its affiliates reserve the right to waive or reduce, and have waived or reduced, management fees for certain investors in the Feeder Funds, including employees, family members, strategic partners, advisors, consultants and others, as may be determined in Long Pond’s sole discretion. In the limited circumstances when an investor in one of the Feeder Funds makes a redemption/withdrawal as of a date other than the end of a calendar quarter, the management fee will be appropriately prorated and the excess returned to the relevant investor. All management fees received by Long Pond are deducted directly from each Feeder Fund’s account. LPRE pays Long Pond a management fee calculated daily and paid monthly at an annual rate of 1.0% of the average daily net assets of LPRE for the investment management and advisory services provided by Long Pond. Please refer to LPRE’s registration statement for additional information regarding fees and expenses. Performance Allocation Generally, at the end of each fiscal year, the Fund General Partner is entitled to a performancebased profits allocation in an amount equal to up to 20% of the net realized and unrealized profits of the applicable Fund (taking into account, as applicable, gains and losses in respect of realized or deemed realized Special Investments allocated during the applicable fiscal year), subject to a “highwater mark”. A “high-water mark” ensures that the Fund General Partner receives performance compensation only when an investor’s account value for the year has recovered any losses from prior years. The performance allocation with respect to certain investors may be reduced or waived by the Fund General Partner, which may agree to such reductions or waivers in its sole discretion.

The Fund General Partner deducts its performance-based compensation described above from the applicable Fund’s account at the end of each year, or whenever an investor in a Feeder Fund is making a withdrawal or redemption, as applicable, but only on the withdrawn or redeemed amount. Long Pond or its affiliates may receive and have received fees and/or allocations from co-investors, which may differ and have differed as among co-investors and may differ from the fees and/or allocations borne by investors in a Feeder Fund. Please refer to Item 11 for additional information with respect to co-investments. Other Expenses Charged to the Funds Each Fund bears all costs and expenses arising in connection with the operation of such Fund, and (in case of each Feeder Fund), indirectly, its pro rata share of costs and expenses arising in connection with the operations of the respective Master Fund, including, without limitation, (i) all costs and expenses directly related to portfolio investments or prospective investments of such Fund, including brokerage commissions and other transaction costs, expenses related to proxies, underwriting and private placements, interest and commitment fees on debit balances or borrowings, borrowing charges on securities sold short, custody fees and fees of professional advisors and consultants relating to investments or prospective investments; (ii) taxes ; (iii) any governmental, regulatory, licensing, filing or registration fees and expenses incurred in compliance with the rules of any self-regulatory organization or any federal, state or local laws in connection with such Fund or the respective Master Fund and their investment portfolio; (iv) any interest due to investors in connection with withdrawals/redemptions; (v) any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against such Fund or Long Pond in its capacity as such; (vi) the cost of the audit of such Fund’s financial statements and the preparation of its tax returns; (vii) the fees and expenses of such Fund’s accountants in connection with accounting advice relating to such Fund’s day-to-day affairs and all costs related to the keeping of the books and records of such Fund; (viii) the fees and expenses of such Fund administrator; (ix) the fees and expenses of such Fund’s counsel in connection with advice directly relating to such Fund’s legal affairs; (x) the costs of any outside appraisers, accountants, attorneys or other experts engaged by Long Pond as well as other expenses directly related to such Fund’s investment program; (xi) specific expenses incurred in obtaining systems, research and other information utilized for portfolio management purposes that facilitate valuations and accounting, including the costs of statistics and pricing services, service contracts for quotation equipment and related hardware and software; (xii) all costs and expenses associated with the organization of such Fund and the offering of interests, including legal and accounting fees, printing costs and out-of-pocket expenses and compliance with any applicable federal and state laws; (xiii) the costs and expenses of holding any meetings of investors which are required to be held under the terms of the partnership agreement or articles of association or bylaws, as applicable; (xiv) the expenses of an advisory committee, if any, and the members thereof; (xv) the costs of any liability insurance obtained on behalf of such Fund and Long Pond and (xvi) all costs and expenses associated with reporting and providing information to existing and prospective investors. Long Pond is entitled to reimbursement from such Fund for any of the above expenses paid by it on behalf of such Fund. However, Long Pond may, in its sole discretion, choose to absorb any such expenses incurred on behalf of the Funds. Any expense relating specifically to a Special Investment will be charged against the capital

accounts or series of shares (as applicable) participating in such Special Investment in proportion to their respective percentage interests therein. Investment expenses relating to a proposed Special Investment that is not consummated will be charged against the capital accounts or series of shares of those investors eligible to participate in Special Investments as of such date pro rata in accordance with their respective percentage interests in the Funds. If any such investor is fully withdrawn or redeemed from a Fund, such Fund will be charged such former Partner’s share of such expenses in the manner described in the previous sentence. Long Pond has policies and procedures that seek to ensure (i) that each Fund only bears expenses that are permissible under the relevant limited partnership agreement or other applicable governing documents, and (ii) that shared expenses are allocated in a manner that is fair to all Funds. As a general matter, any expenses shared by more than one Fund are allocated pro-rata based on each Fund’s capital. For additional information regarding brokerage practices, please refer to Item 12 of this Brochure. Neither Long Pond nor any of its supervised persons receive any compensation for the sale of securities or other investment products.

The Funds pursue a strategy of long/short fundamental investing by implementing a rigorous, bottom-up research process to identify asymmetry in downside-protected securities that Long Pond believes to be misunderstood by the public markets. Long Pond’s disciplined investment approach seeks to be repeatable and scalable by tracking investment theses, fundamental valuations and risk/reward metrics. Long Pond believes that in the short term, stock prices differ from intrinsic values for several reasons, including negative news flow, earnings surprises, sentiment shifts, complexity, corporate actions and restructurings. However, Long Pond believes that over the long term, securities reflect the intrinsic value of a company’s underlying assets and cash flows. Long Pond generally takes an opportunistic approach to investing, including, but not limited to, the following types of investments: (i) companies with assets trading at a discount to their underlying value; (ii) companies undergoing a change in their capital structure, business plan, management or any other “overhang” that creates dislocation; (iii) well-capitalized companies that could profit from a distressed cycle and/or have the ability to make accretive acquisitions; (iv) attractively priced, high return on invested capital opportunities where growth is driven by improving fundamentals; (v) relative value opportunities, including real estate investment trusts (“REITs”) where a static asset base, combined with market volatility, provides for low-risk trading between similar companies when market prices diverge; (vi) catalyst-driven short opportunities, including dividend cuts and projected earnings misses as well as overvalued companies with the potential to miss targets and/or where management has publicized unrealistic expectations for future events; and (vii) from time to time, businesses that are expected to undertake public offerings in the short to medium term. Finally, Long Pond employs a focus on liquidity, leverage and capital structure in order to maximize downside protection in volatile markets. The Funds’ investment strategy considers investments in the securities of companies representing every aspect of the real estate and real estate-related industries, including, but not limited to: industrial, apartment, retail, office, mortgage, triple net lease, self-storage, healthcare, lodging, timber, data centers, homebuilders, building products, developers, service providers, land owners, towers, gaming, retailers, financials, prisons, restaurants, infrastructure companies and any service providers and suppliers to the foregoing. The amount of the Funds’ assets allocated among each of these categories varies over time and could, at times during the life of the Funds, be zero based upon Long Pond’s assessment of the prospective risk and reward from making investments in these industries.

The Funds have broad and flexible investment authority with respect to the geography, market capitalization and security type of their portfolios. Long Pond may use equities, options, swaps, ETFs, credit and other market hedges to implement its investment strategy. In pursuing the investment program, the Funds may acquire certain assets or securities which Long Pond believes, at the time of acquisition, either may not have a readily assessable market value or should be held until the resolution or occurrence of an event or circumstance and which Long Pond, in its sole discretion, designates as a special investment (each, a “Special Investment”). Special Investments may include: (i) private equity or other illiquid investments; (ii) investments in earlystage venture capital companies; and (iii) public investments that Long Pond determines do not have a readily available market price or that are thinly traded. A Special Investment may also include (in addition to the assets or securities being so designated by Long Pond) corresponding hedging and financing positions, if any. For the avoidance of doubt, Long Pond is not obligated to designate an investment as a Special Investment (even if such investment meets all or certain criteria of a Special Investment) if, for example, Long Pond believes an illiquid investment is more likely to become liquid (e.g., through an initial public offering, direct listing or readily available secondary market trading) in the nearer term. Upon admission to a Feeder Fund or at such other times in the relevant Feeder Funds’ sole discretion, each investor may elect to participate in Special Investments in an amount not to exceed 20% of such investor’s interest in Special Investments (calculated in the manner described in each Feeder Fund’s private offering memoranda) and such election may not be changed without the relevant Feeder Funds’ written consent, which may be given or withheld in its sole discretion. Long Pond places an emphasis on capital preservation; therefore, risk management plays an integral role in the construction of the portfolio. Long Pond believes that risk management, discipline and intellectual honesty combine for effective preservation of capital. Long Pond believes that risk of loss is a critical investment criterion in terms of stock selection and therefore maintains a focus on liquidity, leverage and asset/liability mismatches in an effort to identify positions with embedded downside protection. As part of its risk management, Long Pond seeks to systematically monitor portfolio positions, establish alerts for when price targets change, incorporate new information into research, rigorously re-evaluate investments and maintain intellectual honesty and a willingness to recognize deviations from investment theses. Long Pond has sole discretion over all investment and trading decisions, including weightings in the portfolio. The amount of leverage employed by the Funds will fluctuate as a function of, among other things, the risk parameters of portfolio positions, investment opportunities and the Funds’ investment guidelines. Any risk guidelines or parameters noted in this Brochure or elsewhere are internal soft limits only. Long Pond in its discretion may modify or exceed such limits at any time and from time to time. An investor should not rely on the imposition of these guidelines when considering or making an investment in a Fund. Rather, investors and prospective investors should review, in detail, the investment objectives of a Fund in the relevant governing documents. Although Long Pond may monitor a Fund’s compliance with these internal soft guidelines, Long Pond is under no obligation to notify investors or prospective investors in the event that such guidelines are amended or exceeded.

Investors should not expect that Long Pond will make tax efficiency a priority. As noted in Item 4, Long Pond serves as sub-adviser to LPRE. The investment program of LPRE also may overlap with the Funds but generally maintains a longer-term investment horizon and more liquid portfolio than the Funds and does not utilize leverage or derivatives or maintain short positions. Certain Risk Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Funds. These risk factors include only those risks we believe to be material, significant or unusual and that relate to particular, significant investment strategies or methods of analysis employed by us. While all clients and investors are encouraged to review the disclosures in this item, not all risk factors or portions thereof may be applicable to a particular client’s investment strategy, particularly as it relates to an investment in a co-investment vehicle. For additional risk factors, including risk factors relating to the terms and structure of the Funds, investors should refer to each of the relevant Feeder Fund’s confidential private placement memorandums. Risk of Loss All investments risk the loss of capital. No guarantee or representation is made that Long Pond’s long/short fundamental value investment program will be successful, and investment results may vary substantially over time. Careful consideration should be given to, among others, the risk factors described in this section. Past Performance. The Funds’ investment program is speculative and may entail substantial risk, and there can be no assurance that such Fund will achieve its investment objective. The past investment performance of such Fund or the Principal may not be indicative of the future results of an investment in such Fund. Investment Judgment. The profitability of a significant portion of the Funds’ investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that Long Pond will be able to predict accurately these price movements. With respect to the investment strategy utilized by the Funds, there is always some, and occasionally a significant, degree of market risk. Reliance on Key Persons. The Funds are substantially dependent on the services of the Principal. In the event of the death, disability, departure or insolvency of the Principal, or the complete transfer of his interest in Long Pond, the business of the Funds may be adversely affected. The Principal devotes such time and effort as he deems necessary for the management and administration of the Funds’ business. However, the Principal may engage in various other business activities in addition to managing the Funds, and consequently, he may not devote his complete time to Fund business. Retention and Motivation of Employees. The success of the Funds is dependent upon the talents and efforts of highly skilled individuals employed by Long Pond and the ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that Long Pond’s investment

professionals will continue to be associated with Long Pond throughout the life of the Funds, and the failure to attract or retain such investment professionals could have a material adverse effect on the Funds and the investors’ investments therein. Competition in the financial services industry for qualified employees is intense and there is no guarantee that, if lost, the talents of Long Pond’s investment professionals could be replaced. Formation of New Funds. Long Pond has established and may continue in the future, under certain conditions, to establish additional investment vehicles which may be competitive with the Funds, and there can be no assurance that the creation of such additional funds, including LPRE, will not give rise to conflicts of interest between the investors in the respective Funds. Leverage. Subject to applicable margin and other limitations, Long Pond may cause the Funds to borrow funds in order to make additional investments and thereby increase both the possibility of gain and risk of loss. Consequently, the effect of fluctuations in the market value of the Funds’ portfolios would be amplified. Interest on borrowings is a portfolio expense for the Funds and affects the operating results of the Funds. Also, the Funds could potentially create leverage via the use of instruments such as options and other derivative instruments. The Funds may, under some circumstances, be required to liquidate assets to service their interest and principal obligations. If loans to the Funds are collateralized with assets that decrease in value, the Funds may be obligated to pledge additional collateral to a lender in the form of cash or securities to avoid liquidation of the existing collateral. Moreover, if the assets under management are insufficient to pay the principal of, and interest on, the debt when due, the Funds could sustain a total loss of their investments. The rights of lenders to the Funds to receive payments of interest on and repayments of principal of their loans, and their rights in and to the Funds’ assets, are senior to the rights of the investors in the Funds. Diversification. Since the Funds’ portfolios will not necessarily be widely diversified, the investment portfolios of the Funds may be subject to more rapid changes in value than would be the case if the Funds were required to maintain a wide diversification among companies, securities and types of securities. This limited diversification may result in the concentration of risk, which, in turn, could expose the Funds to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such securities. Trading Errors. Pursuant to the exculpation provision in the respective constituent document, such Fund (not Long Pond or the Fund General Partner or any of their indemnitees or covered persons) will be responsible for any losses resulting from trading errors and similar human errors, absent willful misconduct, recklessness, or gross negligence of Long Pond, the Fund General Partner or any of their indemnitees or covered persons, or the inability to waive or limit such losses under applicable law. Trading errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivatives contracts or similar agreements. Given the volume of transactions executed by Long Pond and its affiliates on behalf of such Fund, investors should assume that trading errors (and similar errors) will occur and that such Fund will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of Long Pond or its affiliates. Nature of Investments. Long Pond has broad discretion in making investments for the Funds. Investments generally consist of securities and other assets that may be affected by business,

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For purposes hereof, Long Pond’s investment advisory clients are the Funds and LPRE. Investors in the Funds may include, but are not limited to, high-net-worth individuals, pension plans (corporate, state and foreign), sovereign wealth funds, endowments, foundations, banks, pooled investment vehicles (e.g., funds of funds), trusts, estates or charitable organizations, and corporate or business entities. Each of the Feeder Funds generally requires a minimum investment of $5 million; however, Long Pond maintains discretion to accept less than the minimum investment threshold.

This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, as amended, or non-“U.S. Persons” as defined in Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum.

As described in Item 5 above, the Fund General Partner receives performance-based compensation in the form of “performance allocations,” from investors in the Funds (other than Long Pond Employees and the Fund General Partner and its affiliated entities). LPRE, which has an investment program that may overlap with the Funds, does not charge a performance-based fee. The variation of performance-based fees charged to Long Pond’s clients creates an incentive for Long Pond to favor client accounts that are charged a performance-based fee over those that are not. Long Pond is committed to allocating investment opportunities on a fair and equitable basis and has implemented policies and procedures that address the allocation of investments across clients. Long Pond allocates investments across clients in accordance with such policy and not in consideration of the performance compensation received from clients. The fact that a significant portion of Long Pond’s compensation (and its affiliates’ and investment professionals’ compensation) is directly computed on the basis of profits generated by the trading activities of the Funds creates an incentive for Long Pond to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such compensation.

Neither Long Pond nor any of its directors, officers or principals are registered as a broker-dealer or a representative of a broker-dealer or has an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither Long Pond nor any of its directors, officers or principals are registered or has an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor, or is an associated person of the foregoing entities. Affiliations with Pooled Investment Vehicles Long Pond sponsored the formation of its clients, which are all private investment funds. An affiliate of Long Pond (the Fund General Partner) serves as the general partner to certain of Long Pond’s clients. Long Pond’s clients do not have independent management and Long Pond selected the directors for the offshore Feeder Fund that is structured as a corporation. Although this arrangement gives Long Pond heightened control and discretion over its clients, Long Pond seeks to manage any conflicts of interest by adhering to the investment strategy and investment allocation policy discussed in each Feeder Fund’s private offering memoranda. As described in Item 4, Long Pond also serves as a sub-adviser to LPRE, the investment program of which also is expected to, in part, overlap with the Funds. Long Pond’s relationship with LPRE is subject its policies and procedures, including its conflicts of interest policy, and allocation policy. Long Pond does not recommend or select other investment advisers for its clients.

Transactions and Personal Trading Pursuant to Rule 204A-1 under the Advisers Act, Long Pond has adopted a written Code of Ethics (the “Code”) predicated on the principle that Long Pond owes a fiduciary duty to its clients. The Code is designed to identify and properly disclose, mitigate and/or eliminate applicable conflicts of interest and is applicable to all officers, directors, members, partners or employees of Long Pond (the “Employees”). Long Pond requires its Employees to act in its clients’ best interests, abide by

all applicable regulations and avoid any action that is, or could even appear to be, legally or ethically improper. The Code, among other things, provides for the following: •

all Employees are subject to pre‐clearance procedures for certain personal securities transactions;

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reportable securities purchased may not be sold at a profit until at least 60 days from the purchase trade date, and securities sold may not be purchased at a lower price until at least 60 days from the sale trade date;

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all Employees are prohibited from trading, either personally or on behalf of others, in securities except in situations where Long Pond believes such personal investments will not create a conflict of interest between Long Pond, its Employees and its clients;

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all Employees are required to submit regular reports of certain holdings and security transactions for their own accounts or any account in which they have a direct or indirect beneficial interest;

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Employees are required to certify annually that they will follow Long Pond’s Code, including its insider trading policies and procedures; and

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independence in the investment decision-making process must be maintained at all times.

A copy of Long Pond’s Code is available upon request. Long Pond and its affiliates and Employees do not buy or sell for client accounts securities in which they have a material financial interest. Generally, Employees are not permitted to invest in securities that would be an appropriate investment for Long Pond’s clients because of investment parameters, guidelines or restrictions (e.g., market capitalization, trading volume or other liquidity measures) that may be applicable to such clients. However, in limited circumstances, the Chief Compliance Officer may permit Employees to invest in the same securities that they recommend to clients provided that all such trades are executed in a manner consistent with Long Pond’s fiduciary obligations to its clients. Additionally, Long Pond’s Chief Compliance Officer must review and pre-approve most types of personal securities trades made by Employees and may disapprove any proposed transaction, particularly if the transaction appears to pose a conflict of interest or otherwise appears improper. Co-Investment Opportunities Long Pond and/or its affiliates have, from time to time, offered one or more investors in the Funds and/or other third-party investors the opportunity to co-invest with a client account in particular investments. Long Pond and its affiliates are not obligated to arrange co-investment opportunities, no investor will be obligated to participate in such an opportunity, and Long Pond may offer and has offered co-investment opportunities only to certain of the persons referenced above in its sole discretion. Long Pond and its affiliates have sole discretion as to the amount (if any) of a coinvestment opportunity that will be allocated to a particular investor and may allocate co-investment

opportunities to investors in any of the Funds or to third parties. If Long Pond determines that an investment opportunity is too large for a client account, Long Pond and its affiliates have made and, in the future, may, but will not be obligated to, make other proprietary investments therein. Long Pond or its affiliates may receive and has received fees and/or allocations from co-investors, which may differ and have differed as among co-investors and may differ from the fees and/or allocations borne by investors in a Fund. Other terms and rights applicable to such co-investors (including without limitation, withdrawal rights, information rights and the terms related to the particular structure of any co-investment vehicle) may also differ and have differed from the terms and rights applicable to investors in a Fund as well as among co-investors.

Securities transactions are executed by brokers selected by Long Pond in its sole discretion. In placing portfolio transactions, Long Pond seeks to obtain the best execution for the Funds, 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, taking into account the size of order and difficulty of execution; the financial strength, integrity and stability of the broker; the broker’s risk in positioning a block of securities; the quality, comprehensiveness and frequency of available research services considered to be of value; and the competitiveness of commission rates in comparison with other brokers satisfying Long Pond’s other selection criteria. In addition, subject to Long Pond’s obligations to seek best execution, Long Pond considers referrals of investors in selecting brokers. Long Pond Utilizes Research and Other “Soft Dollar” Benefits Long Pond is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with such investment and research information, or to pay higher commissions to such firms if Long Pond determines such prices or commissions are reasonable in relation to the overall services provided. Research services furnished by brokers may include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. Information so received is in addition to and not in lieu of services required to be performed by Long Pond, and the management fee is not reduced because of the receipt of such supplemental research information. Long Pond uses these research services and products in connection with its advisory services for any of its accounts, not necessarily for only the account that “paid” for them. For example, it might utilize research services that a broker-dealer provides for one of the Funds in connection with its advisory services for another Fund or account and vice versa. Long Pond aims to allocate soft dollar benefits in a fair and equitable manner, but does not necessarily allocate soft dollar benefits to each client’s account in proportion to the soft dollar credits that each client generates. Long Pond may from time to time engage brokerage firms with associated persons that invest in the Funds. However, Long Pond does not consider this as a factor in selecting brokers.

Long Pond Intends for its Use of Soft Dollar Benefits to Fall within the Safe Harbor Long Pond has the option to use soft dollars generated by the Funds to pay for the research and research-related services described above. The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for private investment fund clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Section 28(e) of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a safe harbor to investment advisers who use soft dollars generated by their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the investment adviser in the performance of investment decision-making responsibilities. Long Pond intends to limit use of soft dollars to services that fall within the safe harbor afforded by Section 28(e) of the Exchange Act or to be otherwise reasonably related to the investment decision-making process. Certain brokerage and research products and services utilized by Long Pond are categorized as mixed-use items that are partially paid for with soft dollars. Long Pond partially pays for mixeduse items (e.g., portfolio management and trading systems) with soft dollars after reasonably allocating between eligible and ineligible uses and making a good faith determination that the commissions being paid are reasonable in light of each of the brokerage and research services that are provided. Long Pond maintains adequate books and records regarding the mixed-use allocations. The Use of Soft Dollars Can Create a Conflict of Interest Although Long Pond’s policies require it to always obtain the best execution for its clients by taking into account all applicable factors, using client transactions to obtain research and other benefits creates incentives that result in conflicts of interest between advisers and their clients. When Long Pond uses client markups or markdowns to obtain research products and services, Long Pond receives a benefit because it does not have to produce or pay for the research products and services. The availability of these benefits may influence Long Pond to select one broker-dealer rather than another to perform services for clients, based on its interest in receiving the products and services instead of on its clients’ interest in receiving the best execution prices. Obtaining these benefits generally causes its clients to pay higher fees than those charged by other broker-dealers. The use of soft dollars to obtain research services creates a conflict of interest between Long Pond and its clients because its clients pay for products and services that are not exclusively for their benefit and that may be primarily or exclusively for the benefit of Long Pond or other clients. To the extent that Long Pond is able to acquire these products and services without expending its own resources, Long Pond’s use of soft dollar benefits tends to increase its profitability.

Long Pond Uses Particular Procedures to Direct Transactions in Return for Soft Dollars Long Pond directs its clients’ transactions to broker-dealers based on overall best execution, as explained above. Long Pond’s Best Execution Committee periodically reviews its brokerage practices and procedures to seek to ensure that it is achieving best execution for its clients. Clients Do Not Direct Brokerage As all of Long Pond’s clients are private investment funds, Long Pond selects all broker-dealers for its clients. Trade Aggregation and Allocation Long Pond clients generally participate in the same investment opportunity on a pro rata basis in accordance with available capital at the time of investment, unless, in Long Pond’s judgment, tax, regulatory, legal or other considerations warrant allocating opportunities in a different manner. When Long Pond determines that it would be appropriate for more than one of its clients to participate in an investment opportunity, it seeks to execute orders for all of the participating investment accounts on an equitable basis. If Long Pond has determined to invest at the same time for more than one client, Long Pond generally places combined orders for all such accounts simultaneously, and if all such orders are not filled at the same price, will generally average the prices paid. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, Long Pond will allocate the trade among the different accounts on a basis that it considers equitable. Ultimately, clients benefit when Long Pond aggregates trades because they receive volume discounts on execution costs.

Long Pond does not currently pay any person for client referrals. In the event of a referral arrangement agreed upon by Long Pond and a third-party solicitor for referral of a separately managed account, Long Pond would comply with Rule 206(4)-1. As stated in Item 12, Long Pond typically allocates a portion of its portfolio transactions to brokers or dealers who provide capital introduction, research and/or related services. For a more detailed discussion of such practices, refer to Item 12.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or investor’s evaluation of the adviser or the integrity of the adviser’s management. Neither Long Pond nor any of its officers, directors, employees or other management persons have been involved in any legal or disciplinary events that would require disclosure in response to this Item.

Long Pond’s portfolio manager and analysts regularly review the Funds’ and LPRE’s current investments and discuss potential investment opportunities. Long Pond has systems that allow its personnel to monitor portfolio investments by various metrics, which may include security concentration, geographic exposure, sector exposure, liquidity, beta, value at risk and leverage. Fund investors generally will be provided with (1) semi-monthly performance estimates, (2) monthly reports including details on fund performance, exposure and key risk statistics, (3) monthly performance statements from the administrator, (4) quarterly disclosure reports from the administrator, (5) quarterly update letters and (6) audited annual financial statements prepared in accordance with GAAP. In addition, at the request of certain shareholders or limited partners, due to legal and regulatory constraints that must be followed and/or the specific needs of and requests by such shareholders and/or limited partners, Long Pond may, at its discretion, agree to provide such shareholders and/or limited partners with updates or reports other than those described above. LPRE’s portfolio holdings are available each business day on its website.

While it is Long Pond’s practice not to accept or maintain physical possession of any of its clients’ assets, Long Pond is deemed to have custody of their assets under Rule 206(4)-2 of the Investment Advisers Act, because it has the authority to access clients’ funds, to withdraw, transfer and otherwise control clients’ funds and securities, and deduct fees and expenses from clients’ accounts. In order to comply with Rule 206(4)-2, Long Pond utilizes the services of qualified custodians (as necessary) to hold all of its clients’ funds and securities. Long Pond also ensures that the qualified custodian maintains these assets in accounts that contain only clients’ funds and securities. In accordance with Rule 206(4)-2, Long Pond also (1) engages an independent auditor to audit the private funds’ accounts at the end of each fiscal year and (2) distributes the results of the audit in audited financial statements that are prepared in accordance with United States generally accepted accounting principles to all investors in the private funds within 120 days after the end of their fiscal year. Long Pond is not required to comply with Rule 206(4)-2 with respect to LPRE. The assets of LPRE are maintained with an eligible custodian in compliance with the Investment Company Act of 1940.

Long Pond maintains the authority to manage the clients’ assets on a discretionary basis in accordance with the terms set forth in each client’s governing documents. Long Pond’s investment decisions and advice with respect to clients are subject to each client’s specific investment objectives and guidelines, as set forth in such client’s offering documents or public filings and disclosures, as applicable. As further described in Item 4, Fund investors may not impose any limits on Long Pond’s discretionary authority. Long Pond from time to time effects cross transactions between discretionary client accounts, except where prohibited under applicable law. Cross transactions enable Long Pond to effect a trade between two clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of the Funds remain substantially similar. If we decide to engage in a cross transaction, we will determine that the trade is in the best interests of each client involved in the transaction and take

steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. To the extent that cross transactions are viewed as principal transactions due to Long Pond, or Long Pond’s Employees’ ownership interest in a client or a client account, or to the extent Long Pond otherwise engages in principal transactions, Long Pond will comply with the requirements of Section 206(3) of the Advisers Act. Section 206(3) requires that an investment adviser provide written disclosure and obtain client consent prior to the settlement of a principal transaction.

Long Pond has the authority to vote client securities and has implemented proxy-voting policies and procedures in accordance with securities laws and its fiduciary obligations to its clients. It is Long Pond’s policy to exercise voting rights on behalf of its clients in the interest of maximizing the value of the clients’ assets. To that end, Long Pond will vote in a way that it believes consistent with its fiduciary duty. Consideration will be given to both the short- and long-term implications of the proposal to be voted on when considering the optimal vote. Long Pond has in place voting procedures designed to enable Long Pond to resolve material conflicts of interest that may arise between Long Pond and its clients before exercising voting rights. Long Pond is not required to vote every client proxy and may abstain from voting client proxies in accordance with its fiduciary obligations. Long Pond shall at no time ignore or neglect its proxy voting responsibilities. However, there may be and have been times when refraining from voting is in the client’s best interest, such as when Long Pond’s analysis of a particular client proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client (e.g., casting a vote on a foreign security may require that Long Pond engage a translator or travel to a foreign country to vote in person or on a security no longer held by any Funds). Long Pond’s Chief Compliance Officer will reasonably try to assess any material conflicts between Long Pond’s interests and those of its clients with respect to proxy voting. So long as there are no material conflicts of interest identified, Long Pond will vote proxies according to the policy described above. Long Pond may also elect to abstain from voting if it deems such abstinence in its clients’ best interests. If the Chief Compliance Officer detects a conflict of interest, Long Pond will, at its expense and after appropriate due diligence, engage the services of an outside proxy-voting service or outside counsel who will provide an independent recommendation and / or advice on the direction in which Long Pond should vote on the proposal. Clients generally cannot direct Long Pond’s proxy votes. The Funds and investors may obtain information about how Long Pond has exercised voting rights with respect to assets held by the Funds by request to Long Pond. In addition, the Funds and investors may obtain a copy of Long Pond’s proxy-voting policies and procedures upon request to Long Pond.

Class Actions As a fiduciary, Long Pond always seeks to act in the Funds’ best interests with good faith, loyalty, and due care. Long Pond’s standard advisory contract authorizes it to direct Fund participation in class actions. Long Pond will determine whether the Funds will (a) participate in a recovery achieved through a class action, or (b) opt out of the class action and separately pursue their own remedy. Any third party engaged in connection with obtaining settlements of class actions will be compensated by the Funds based on a percentage of the proceeds recovered. Any class action settlements received for a Fund will be credited to the Fund’s account at the time such proceeds are received. Long Pond has not served as the lead plaintiff in any class action.

A registered investment adviser is required to provide clients with certain financial information or disclosures about its financial condition in certain instances. Long Pond does not have a financial condition that is reasonably likely to impair its ability to meet contractual commitments to its clients.