OnePrime Capital, LLC

A. Firm OnePrime Capital LLC (“OnePrime Capital”) is a Delaware Limited Liability Company formed in October 2017. Marc Yi and Raj Gollamudi are Co-COOs, Managing Members, and principal owners of OnePrime Capital (each a “Managing Member” and collectively, the “Managing Members”). B. Advisory Services and Investment Strategy and Types of Investments OnePrime Capital serves as an investment adviser to certain private investment funds, which are organized as Delaware limited partnerships or limited liability companies (each a “Fund” and collectively the “Funds”). Affiliates of OnePrime Capital (“Related Persons”) serve as the General Partner or Managing Member, as applicable, of the Funds. OnePrime Capital serves as the Management Company for each of the Funds (as defined below). References to OnePrime Capital in this brochure include, as the context requires, such Related Persons. OnePrime Capital may also decide in the future to sponsor or manage additional private investment funds or other clients. OnePrime Capital and/or its affiliates provide financial, investment and portfolio analysis services as required for the benefit of its Funds, which are structured as private equity funds. OnePrime Capital’s primary investment focus is to invest in direct private equity portfolios and other private equity funds in the technology sector by acquiring them in the primary and secondary market and managing the portfolio investments or limited partnership interests in other private equity funds. 4.C. Availability of Tailored Services for Individual Clients OnePrime Capital tailors its advisory services to the specific investment objectives and restrictions of each Fund pursuant to the investment guidelines and restrictions set forth in each Fund’s limited partnership agreement or operating agreement, subscription agreements, and other governing documents (collectively, the “Governing Documents”). Investors and prospective investors of each Fund should refer to the Governing Documents of the applicable Fund for complete information on the investment objectives and investment restrictions with respect to such Fund. There is no assurance that any of the Funds’ investment objectives will be achieved. OnePrime Capital does not provide individual advice to investors, and investors must consider for themselves whether an investment in a particular Fund meets their investment objectives and risk tolerance prior to investing. In accordance with common industry practice, one or more of the Funds’ general partners or managing members may enter into “side letters” or similar agreements with certain investors pursuant to which the general partner or managing members grants the investor specific rights, benefits, or privileges that are not made available to investors generally, including co-investment opportunities. The Funds offer limited partnership or membership interests, as applicable (“Interests”) to certain qualified Investors as described in response to Item 7, below (such investors are referred to herein as “Investors”). When permitted by applicable law and OnePrime Capital’s policy, OnePrime Capital, acting on behalf of its clients, may engage in principal transactions or cross transactions.

A “principal transaction” occurs if OnePrime Capital, acting on behalf of its client accounts, knowingly buys a security from, or sells a security to, OnePrime Capital’s or its affiliate's own account. A “cross transaction” occurs when OnePrime Capital arranges a transaction between different client accounts where the client accounts buy and sell securities or other instruments from, or to, each other. For example, in some instances a security to be sold by one client account may independently be considered appropriate for purchase by another client account. In such cases, OnePrime Capital may, but is not required, to cause the security to be “crossed” or transferred directly between the relevant accounts. OnePrime Capital will have a potentially conflicting division of loyalties and responsibilities to the parties to principal and cross transactions, including with respect to a decision to enter into such transactions as well as with respect to valuation, pricing, and other terms. OnePrime Capital has adopted policies and procedures in relation to such transactions and conflicts. However, there can be no assurance that such transactions will be effected or that such transactions will be effected in the manner that is most favorable to a client that is a party to any such transactions. Cross transactions may disproportionately benefit some clients relative to other clients. 4.D. Wrap Fee Programs OnePrime Capital does not participate in wrap fee programs. 4.E. Client Assets Under Management OnePrime Capital’s total regulatory assets under management was $892,258,770 as of December 31, 2025. OnePrime Capital manages all assets of the Funds on a discretionary basis in accordance with the terms and conditions of each Fund’s Governing Documents. OnePrime Capital does not manage any regulatory assets under management on a non-discretionary basis.

A. Compensation and Fee Structures All Investors and prospective investors should review the Governing Documents of each Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to a particular Fund. Different Funds and advisory accounts may be subject to different management fees and administrative fees as compensation for the investment advisory services rendered to the applicable Fund. OnePrime Capital also receives performance-based compensation from the Funds as described further in Item 6, “Performance-Based Fees and Sideby-Side Management”. The precise amount, timing and calculation of the management fees owed by each Fund are established by OnePrime Capital and are set forth in such Fund’s Governing Documents. In certain circumstances, the advisory fees payable to OnePrime Capital may vary among investors within a Fund and may be negotiable. Investors and prospective investors in each Fund should note that similar advisory services may (or may not) be available from other investment advisers for similar or lower fees.

All Funds (and their Investors) are “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Company Act”). The fees and compensation payable to OnePrime Capital are negotiable and vary among its Funds. However, the range of compensation is generally as follows: 1. Management Fee With respect to Funds, OnePrime Capital typically receives a quarterly asset-based management fee calculated as a percentage of the aggregate capital commitments from all Investors, payable quarterly in advance. The management fee is generally between 0% to 2% annually. 2.

Administrative Fee

With respect to Co-Investment Funds, OnePrime Capital may not receive a management fee and therefore receives an administrative fee calculated as a percentage of the aggregate capital commitments from all Investors, payable quarterly in advance. The administrative fee is generally 0.1% annually. 3. Performance-based Fees Each Fund’s general partner or manager, as applicable, generally receives carried interest equal to a percentage of all realized net profits, as described more fully in each Fund’s Governing Documents. The carried interest in generally subject to a clawback at the end of life of a Fund if the general partner or manager, as applicable, has received excess cumulative distributions. In addition, the general partner or managing member of a Fund may form co-investment or other vehicles that may provide for different terms and conditions than those set forth in the limited partnership agreement or operating agreement for the Fund including, but not limited to, reduced or waived fees. B. Deduction of Fees; Timing of Payments; Termination Management fees, performance-based fees (carried interest), and third-party fees (discussed below) are deducted from Funds’ assets. OnePrime Capital is authorized under the Governing Documents of each Fund to charge and deduct management and administrative fees directly from the Funds or borrow funds for such purposes. Payment of management and administrative fees are generally made quarterly in advance or as an initial one-time management fee and in accordance with negotiated terms between OnePrime Capital and each respective Fund. Please refer to the Governing Documents of each of the Funds for complete information on the timing of advisory, management fee payments. A Fund may pay carried interest in accordance with the terms of its Governing Documents. C. Other Fees and Expenses In addition to the management, administrative, advisory service fees and performance-based compensation payable to OnePrime Capital, each Fund may incur and/or bear certain charges and other expenses as set forth in the Governing Documents of the Fund. These fees and expenses may

include, but are not limited to: a) the organizational expenses and placement fees (in some instances provided that 100% of the placement fees paid (if any) by a Fund will be offset against Management Fees otherwise payable to OnePrime Capital); (b) fees and expenses associated with the operation and administration of a Fund including, without limitation, fees and expenses of custodians, counsel, prime brokers, valuation agents, banks, agents, tax advisors, auditors, administrators, consultants, compliance firms, information technology providers, depositaries and accountants (including, without limitation, shadow accountants), depositaries (including costs, fees and expenses related to appointments or changes of a depositary, representative or paying agents appointed pursuant to applicable laws and the implementation thereof), and other similar advisors; (c) costs, fees, liabilities, obligations, and expenses incurred in identifying, investigating, developing (including any retainers, success and finder’s fees and other compensation paid to contractors, senior advisors, joint venture partners, and sourcing and operating partners), evaluating, arranging, organizing, negotiating, structuring, studying (including any market studies), consummating, trading, financing, refinancing (including any brokerage, borrowing, and financing fees or expenses), diligencing (including any subscriptions to periodicals or databases), acquiring, originating, sourcing, bidding on, owning, managing, monitoring, operating, settling, holding (including any loan servicing fees), valuing, restricting, trading, hedging, taking public or private, selling, valuing (or potentially selling), appraising, registering (including notary costs), restructuring, syndicating, winding up, liquidating, dissolving, or otherwise disposing of, as applicable, the portfolio companies and/or a Fund’s actual or potential Investments (regardless of whether such transaction is subsequently consummated) or seeking to do any of the foregoing, including, without limitation, any legal, financing, commitment, transaction, or other fees and expenses of counsel, accountants, tax professionals, investment bankers, brokers, finders, underwriters, lenders, thirdparty diligence and service providers, consultants (including expert networks and similar services), agents, administrators and similar professionals or advisors in connection therewith, experts and other third-party service providers (including without limitation third-party valuation, pricing services, monitoring), third-party research expenses (including market data, research analytics, newswire fees, news and quotation equipment, software, and services costs and expenses of due diligence services consultants and computer software that are relevant to the affairs of a Fund and its investment strategy); rating expenses (including rating agency fees and expenses), origination fees, loan servicing, loan administration, due diligence expenses, investment banking and finders’ fees, appraisal fees, clearing and settlement charges, brokerage commissions and prime brokerage fees, custodial fees, and stamp and transfer taxes; (d) other expenses related to the purchase, sale, settlement, custody, valuation, or transmittal of a Fund’s assets; (e) out-of-pocket costs of reporting and providing information to a Fund’s investors, tax returns, and Schedules K-1s, and of any meetings of a Fund’s investors, and of any meeting of the Investor Advisory Board, including, without limitation, set-up, and other meeting-related expenses (regardless of whether such meetings are held in person, by video, teleconference or other electronic means), whether individually or as a group; (f) costs and expenses related to the presence of a Fund, a general partner, OnePrime Capital, or their affiliates in jurisdictions in which a Fund maintains “Alternative Investment Vehicles”, subsidiary acquisition vehicles, holding vehicles, or other special purpose entities of a Fund or its subsidiaries formed to make, hold, or otherwise facilitate investments directly or indirectly on behalf of a Fund; (g) expenses of the investor advisory board attributable to a Fund and fees and expenses of any agents, advisors, attorneys, accountants, or other advisors engaged by the investor advisory board; (h) any taxes, fees, or other governmental charges, fines, penalties, or other similar charges (including interest thereon) levied, assessed, or imposed on or against a Fund (including any holding vehicles, special purpose vehicles, subsidiaries, and other affiliates), OnePrime Capital, or a general partner relating to activities of a Fund (excluding taxes on net income payable by OnePrime Capital

in respect to a Management Fee or by a general partner in respect of its carried interest distributions or its capital commitment and excluding any taxes that are actually reimbursed by an Investor or deemed to be distributed to an Investor pursuant to the Governing Documents) or on their income or assets or in connection with its business or operations; (i) the costs of unconsummated investments (including all fees, costs, and expenses described in clause (c) above and any liquidated damages, termination fees, reverse termination fees, forfeited deposits, or other similar payments incurred in connection therewith) (collectively “Broken Deal Expenses”) and in a general partner’s sole discretion any Broken Deal Expenses that would have been allocated to actual or potential third-party co-investors had such proposed portfolio investment been consummated; (j) the Management Fee; (k) costs and expenses of computer software specific to the affairs of a Fund; (l) insurance costs (including, without limitation, directors and officers, errors and omissions, fidelity, general liability and workers compensation insurance costs); (h) costs and expenses of any audit, investigation, proceedings, litigation and threatened litigation, and indemnification obligations; (m) liquidation expenses; (n) crime coverage, and general partnership liability), risk management insurance expenses and other insurance expenses (including, for the avoidance of doubt, the costs and expenses of retaining independent legal counsel), including insurance to protect a Fund, a general partner, OnePrime Capital, their respective officers, directors, employees, partners, managers, and members, the Investors, and members of an investor advisory board and the Investors that they represent in connection with the activities of a Fund; (o) costs and expenses of any audit, investigation, administrative or other proceedings, litigation and threatened litigation, and proceedings relating to the business or activities of a Fund (including the cost of any investigation, prosecution, defense, and/or preparation), including any judgment, other award, or settlement entered into in connection therewith; (p) indemnification obligations (including any fees, costs, and expenses incurred in connection with indemnifying any Investor or other person pursuant to the Governing Documents and advancing fees, costs, and expenses incurred by any such person in defense or settlement of any claim that may be subject to a right of indemnification pursuant to the Governing Documents) and any costs, losses, damages, or other expenses related to any warranties or indemnities given by a Fund in relation to any portfolio investment, including where a claim has been made in respect of such warranties or indemnities; (q) costs and expenses incurred in connection with the dissolution, winding up, liquidation, and termination of a Fund, any parallel investment vehicle, any feeder entity, any Alternative Investment Vehicle, any subsidiary or holding company of a Fund, and a general partner; (r) commitment fees, capital payments, interest and other fees and expenses in respect of subscription and other credit facilities or borrowings, including, without limitation, investment banking and finders’ fees in connection therewith; (s) extraordinary expenses, including fees and expenses associated with any tax or other audit, investigation, proceeding, regulatory matter, settlement, or review of a Fund; (t) any changes to the management structure and operation of a Fund, and the terms of the Governing Documents and any agreement with any other provider of services to or in respect of a Fund as a general partner or OnePrime Capital considers to be necessary or desirable either to comply with the provisions of applicable national legislation that implemented the Alternative Investment Fund Manager Directive (“AIFMD”) and/or the applicable regulation or seek to ensure that the management of a Fund is not subject to the provisions of applicable national legislation that implemented AIFMD and/or the applicable regulation or arising from any material change in the legal, tax, or regulatory system in which a Fund, a general partner, or OnePrime Capital operates (provided that such changes or amendments are not primarily for the benefit of a general partner or OnePrime Capital); (u) filing, title transfer, registration, and other similar fees and expenses; (v) compliance costs and expenses relating to the operation of a Fund or its Investments including, without limitation, expenses relating to regulatory filings (or portions thereof) that OnePrime Capital, a general partner or managing member or their

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A. Methods of Analysis and Investment Strategy OnePrime Capital primarily targets investments directly, or indirectly in funds, in growth stage privately-held operating companies and conducts extensive due diligence prior to making any investment. Investment and portfolio evaluation are based upon company-by-company due diligence and analysis utilizing the following factors: (i) financial health of the company and its ability

to access capital markets; (ii) business prospects including products, business model, competitive position, industry growth, and revenue and profit margins and outlook for growth; (iii) strength of management and board of directors; (iv) structural features and rights of individual securities; and (v) liquidity options ranging from near term exit opportunities to longer-term alternatives. OnePrime Capital’s principal sources of information generally includes: (i) direct due diligence and relationships with underlying portfolio companies, including detailed financial analysis of past results and projections; (ii) detailed discussions with investors, executives and board members concurrent with management discussions; (iii) discussions with key individuals of the selling entity; and (iv) quarterly and annual reports. As described above, OnePrime Capital’s investment strategy is to make portfolio and individual investments directly, or indirectly through limited partnership fund interests, composed principally of equity and equity-related securities in private companies primarily by acquiring such investments from individual investors, independent investment firms, financial institutions and corporations in secondary transactions. In addition, OnePrime Capital may acquire such investments directly from the companies. OnePrime Capital seeks to manage such investments with a view to achieving significant medium to long-term capital appreciation. Please refer to the Governing Documents for each of the Funds for more complete information on investment strategies employed with respect to a particular Fund. B. & C. Summary of the Risks Related to the Investment Strategy and Types of Investments Risk Inherent in Private Equity Investments. The task of identifying private equity investment opportunities and managing private equity investments is highly specialized. There can be no assurance that a Fund will be able to implement this strategy or make and/or realize any particular investment or that the Funds will be able to generate returns for their investors or avoid losses. The marketability and value of any such investments will depend upon many factors beyond the control of the Funds. In addition, there can be no assurance that any investor will receive any distribution from a Fund. Investing in the Funds involves risk of loss that investors should be prepared to bear. Investors in the Funds should carefully consider, among other factors, other material risks involved with OnePrime Capital’s investment strategies that are explained in more detail in the Governing Documents for additional information on investment strategies employed by the Fund and the corresponding risks associated with such investment strategies. Fast paced changes in the Technology sector, specifically: Lack of Information for Monitoring and Valuing a Fund’s Assets. Despite OnePrime Capital’s efforts to acquire sufficient information to monitor certain of a Fund’s investments and make wellinformed valuation and pricing determinations, OnePrime Capital may only be able to obtain limited information at certain times and, in some cases, may not be able to obtain information beyond the information that is publicly available. It is possible that OnePrime Capital may not be aware on a timely basis of material adverse changes that have occurred with respect to certain of its investments. The value of a Fund’s assets could be significantly negatively affected by any such event. Further, OnePrime Capital will have to make valuation determinations without the benefit of an adequate amount of relevant information. Investors should be aware that as a result of these difficulties, as well as other uncertainties, any valuation make by OnePrime Capital may not represent the fair market value of the securities acquired by a Fund.

Minority Investments. A Fund’s investments will generally represent minority stakes in privately held companies. In addition, during the process of exiting investments, a Fund is likely to hold minority equity stakes if portfolio holdings are taken public. As is the case with minority holding in general, such minority stakes that a Fund may hold will have neither the control characteristics of majority stakes nor the valuation premiums accorded majority or controlling stakes. A Fund generally will invest in companies for which a Fund has no right to appoint a director or otherwise exert significant influence. In such cases, this Fund will be reliant on the existing management and board of directors of such companies which may include representative of other financial Investors with whom a Fund is not affiliated and whose interest may conflict with the interests of a Fund. Limitations on Ability to Exit Investments. OnePrime Capital expects a Fund to exit from investments in two principal ways: (i) private sales (including acquisitions of its portfolio companies) and (ii) initial and secondary public offerings, although other investment types may have different types of exits or sales activities. At any particular time, one or both of these avenues may not be open to a Fund, or timing with respect to these exit mechanisms may be inopportune. As such, the ability to exit from and liquidate portfolio holdings may be constrained at any particular time. Limited Portfolio Diversification. As is typical of private equity firms, the portfolio holdings of a Fund will not be broadly diversified. In addition, if OnePrime Capital is unable to raise sufficient capital commitments to a Fund, the diversification of the portfolio holdings of a Fund will be further limited. A downturn of the economy or in the business of any one company could impact the aggregate returns delivered to the Investor by the Fund. In certain cases a Fund may only have one or two portfolio company holdings and will therefore have minimal or no diversification at all in the case of single company funds. Pooled Investments in Secondaries. A Fund may have the opportunity to acquire a portfolio of investment funds or direct investments from a seller on an “all or nothing” basis. Certain of the investment funds or direct investments in the portfolio may be less attractive than others, and certain of the sponsors of such investments funds (or in some cases, the controlling investors in the portfolio companies) may be more familiar to OnePrime Capital than others, or may be more experienced or highly regarded than others. In such cases, it may not be possible for the Fund to carve out from such purchases those investments which the Fund considers (for commercial, tax, legal or other reasons) to be less attractive. Absence of Liquidity and Public Markets. A Fund’s investments will generally be private, illiquid holdings. As such, there will be no public markets for the securities held by a Fund and no readily available liquidity mechanism at any particular time for any of the investments held by the Fund. In addition, the realization of value from any investments will not be possible or known with any certainty until OnePrime Capital elects, in its sole discretion, to sell a Fund’s investments and subsequently distribute the proceeds to its Investors or to distribute securities to the partners in lieu of cash. No Market; Illiquidity of the Interest. An investment in a Fund will be illiquid and involves a high degree of risk. There is no public market for the Interest, and it is not expected that a public market will develop. Consequently, the Investor will bear the economic risks of its investment for the term of the Fund.

Certain Limitations on the Ability of the Investor to Transfer Its Interest. The transferability of the Interest will be restricted by a Fund’s limited partnership agreement or operating agreement and by United States federal and state securities laws. In general, the Investor will not be able to sell or transfer its Interest to third parties without the consent of OnePrime Capital. Contingent Liabilities on Disposition of Investments. In connection with the disposition of an investment in a portfolio company, a Fund may be required to make representations about the business and financial affairs of such company typical of those made in connection with the sale of a business. Funds may be required to indemnify the purchasers of investment to the extent that any such representation are inaccurate. These arrangements may result in the incurrence of contingent liabilities for which OnePrime Capital may establish reserves and escrows. In that regard, distributions may be delayed or withheld until such reserve is no longer needed or the escrow period expires. The Investors may also be required to return distributions previously made to them to satisfy a Fund’s obligations with respect to the foregoing. Reliance on OnePrime Capital. OnePrime Capital will have sole discretion over the investment of the capital committed to a Fund as well as the ultimate realization of any profits. Investors will not receive the detailed financial information issued by portfolio companies that will be available to the Fund. Accordingly, Investors will not have the opportunity to evaluate the relevant economic, financial and other information that will be utilized by OnePrime Capital in its selection of investments, as such when OnePrime Capital has sole discretion, the pool of funds in a Fund represents a blind pool of funds. Investors will be relying on OnePrime Capital to identify, structure, and implement investments consistent with OnePrime Capital investment objectives and policies and to conduct the business of a Fund. No assurances can be given that each managing member of OnePrime Capital will continue to be affiliated with a Fund throughout its term. Notwithstanding any prior experience that a managing member may have in making investments of the type expected to be made by a Fund, any such experience necessarily was obtained under different market conditions and with different technologies at the forefront of development. There can be no assurance that a managing member or OnePrime Capital, generally, will be able to duplicate prior levels of success. No Assurance of Returns. There can be no assurance that investors will receive distributions from a Fund in an amount equal to their investment in such a Fund. The timing of profit realization, if any, is highly uncertain. OnePrime Capital expects the initial expenses of a Fund to result in initial losses for a Fund. Funds pay a management fee and various other fees and expenses related to its ongoing operations regardless of whether or not a Fund’s investment activities generate sufficient revenues in excess of these expenses in order to become profitable. Reliance on Portfolio Company Management. Generally, a Fund will not have an active role in the day-to-day management of the companies in which it invests nor will it have representation on the board of directors of an investment. To the extent that the senior management of a portfolio company performs poorly, or if a key manager terminates employment, a Fund’s investment in such company could be adversely affected. Availability of Attractive Investment Candidates. The ultimate success of a Fund will hinge on its ability to identify attractive investment candidates. There can be no assurances that attractive candidates will be found in sufficient quantity to allow all of the capital commitments to be drawn within the investment period.

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OnePrime Capital currently provides investment advice to the Funds, which are pooled investment vehicles. The Fund investors may include fund-of-funds, partnerships, corporations, endowments, foundations, trusts, estates, individuals and pension and profit-sharing plans. The Funds are offered exclusively to accredited investors and qualified purchasers and are excepted from registration as an investment company pursuant to Section 3(c)(1) and/or 3(c)(7) of the Company Act.

A. Performance-Based Fees With respect to the Funds, an affiliate of OnePrime Capital in its capacity as the managing member or general partner of the applicable Fund is eligible to receive carried interest, ultimately calculated based upon a percentage of the relevant Fund’s return on its invested capital in accordance with the Funds governing documents. Generally, Funds, are subject to performance-based compensation arrangements, generally through the payment of “carried interest” to an affiliate that serves as managing member or general partner to a Fund. A Related Person of OnePrime Capital, as managing member or a Fund, will typically receive certain allocations calculated and charged based on a share of capital gains on or capital appreciation of the assets of such Fund. The performance-based allocation arrangements comply with Rule 205-3 under the Advisers Act. Any share of profits paid to the managing members or general partners of the Funds are separate and distinct from the management fees charged by OnePrime Capital for management and advisory services. The existence of carried interest in a Fund may create an incentive for OnePrime Capital to make more speculative investments on behalf of Funds than it would otherwise make in the absence of such performance-based compensation. However, this risk is mitigated to some extent since: (i) carried interest is based on the success of the Fund as a whole and not any single investment and (ii) OnePrime Capital’s management and other personnel have made significant personal capital commitments to the Funds, and/or to investment vehicles that invest in the same securities at the same time and on the same particular portfolio investments by aligning OnePrime Capital’s and its personnel’s financial interest with those of the fund investors.

B. Side-by-Side Management Differences in OnePrime Capital’s compensation arrangements with Funds, particularly if some Funds pay higher performance-based compensation, could create incentives for OnePrime Capital to manage Fund portfolios so as to favor those portfolios of Funds paying higher performance-based compensation as could the ownership interest of OnePrime Capital and/or its affiliates (e.g. as a managing member or general partner) in some Funds. Notwithstanding these conflicts, OnePrime Capital will allocate transaction and opportunities among the various Funds it manages in a manner it believes to be as equitable as possible, considering each Funds objectives, programs, limitations and capital available for investment, but even Funds with similar objectives will often have different investment portfolios. OnePrime Capital may provide concurrent management advisory services to more than one Fund with similar investment strategies: (i) where certain of these Funds are not charged a performancebased fee or allocation by OnePrime Capital’s related persons and/or (ii) that are subject to different performance-based fee or allocation arrangements. And a result of such differing performancebased fee or allocation arrangements with respect to Fund accounts with similar investment strategies, the potential for OnePrime Capital related Persons to receive greater performance-based fees or allocations from certain OnePrime Funds may create a conflict of interest with respect to the allocation of investment opportunities, as OnePrime Capital may have an incentive to direct the best investment ideas to, or to allocate investments in favor of, the account that pays a higher (or any) performance fee or allocation. To mitigate potential conflicts of interest, the allocation of commitments and investment decisions are made by OnePrime Capital with respect to all Funds in accordance with the applicable Funds’ Governing Documents and OnePrime Capital’s investment allocation policy. In the event the investment opportunity is suitable for more than one Fund, OnePrime Capital and its affiliates will derive an allocation that, over a period of time, is fair and equitable to each Fund relative to other Funds, taking into account all relevant facts and circumstances.

Neither OnePrime Capital LLC nor any of its affiliates is a registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither OnePrime Capital LLC nor any of its affiliates is a registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities.

OnePrime Capital has adopted a Code of Ethics for all supervised persons of OnePrime Capital describing its high standard of business conduct, and fiduciary duty to the Fund and its Investors. The Code of Ethics includes provisions relating to the confidentiality of Investor information, a prohibition on insider trading, a prohibition of rumor mongering, restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other things. All supervised persons at OnePrime Capital must acknowledge the terms of the Code of Ethics annually, or as amended. OnePrime Capital’s employees and persons associated with OnePrime Capital are required to follow OnePrime Capital’s Code of Ethics. Subject to satisfying this policy and applicable laws, officers, directors and employees of OnePrime Capital and its affiliates are generally not permitted to trade for their own accounts in securities which are recommended to and/or purchased for OnePrime Capital’s Funds and/or Investors. The Code of Ethics is designed to assure that the personal securities transactions, activities and interests of the employees of OnePrime Capital will not interfere with (i) making decisions in the best interest of advisory clients, the Funds, and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts in securities that are outside of the investible universe for any of the Funds and/or Investors. Under the Code of Ethics, certain classes of securities have been designated as exempt transactions, based upon a determination that these would materially not interfere with the best interest of the Funds or Investors. In addition, the Code of Ethics requires pre-clearance of many transactions, and restricts trading in close proximity to Fund or Investor trading activity. Employee trading is continually monitored under the Code of Ethics, and to reasonably prevent conflicts of interest. Clients or prospective clients may request a copy of the OnePrime Capital’s Code of Ethics by contacting OnePrime Capital via email at info@oneprimecapital.com.

OnePrime Capital may, consistent with its obligation to seek best execution, effect securities transactions with a broker which cause the Fund and Investors to pay the broker commissions in excess of the commissions another broker would have charged. OnePrime Capital does not necessarily solicit competitive bids or seek the lowest available commission cost. Although OnePrime Capital will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the commission rates may result in higher transaction costs than would otherwise be obtainable. When more than one account participates in a transaction, OnePrime Capital will generally aggregate orders to achieve more efficient execution between the Funds. The Funds participating in an aggregated trade will be allocated securities based on the average price achieved for such trades. Generally, with respect to partially filled orders, participants will receive the average share price for the transactions executed in the relevant security and share transaction costs pro rata based on the account’s order size.

OnePrime Capital reserves the right, from time to time, to enter into arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming a limited partner in certain Funds. OnePrime Capital may retain a placement agent, to solicit commitments from investors in certain Funds in exchange for a cash fee based on a percentage of the aggregate commitment amount for certain third-party investors (depending on the amount sold), subject to certain exclusions and exceptions, in addition to a discretionary bonus. Any fees payable to any such placement agents or third-party solicitors will be borne by OnePrime Capital, either directly or through offsets to management fees received by OnePrime Capital. Currently, OnePrime Capital is not engaged with a placement agent.

There are no legal or disciplinary events required to be disclosed pursuant to this Item 9.

OnePrime Capital regularly reviews its actively managed portfolio. The portfolio is reviewed within the context of the risk management and portfolio construction targets, which includes gross and net exposure, individual position sizes, allocation to industry sub-sectors, and market capitalization exposures. Detailed financial models are utilized to measure and monitor individual positions in the portfolio. Information is analyzed on an ongoing basis and used to adjust or eliminate positions if determined to be appropriate. Investors receive quarterly unaudited performance reports, including statistical information regarding the portfolio construction, risk management, and explanations of profit and loss contributions. Annual audited financial statements are also provided as of the end of the applicable year.

OnePrime Capital has custody of Fund assets due to serving as the general partner to limited partnerships or managing member of a limited liability company, and the ability to debit advisory fees. Rule 206(4)-2 under the Advisers Act provides an exemption from the requirement to provide notice, issue account statements and conduct surprise audits of client funds and securities if all assets are subject to an annual audit and each Investor in a Fund receives a copy of the annual audited statements within 120 days (180 days for a fund of funds) of the Fund’s fiscal year end. OnePrime Capital has engaged a qualified auditor who will prepare audited financial statements within the required time on an annual basis for each Fund going forward from the date of OnePrime Capital’s initial advisory registration.

OnePrime Capital has full discretionary authority with respect to investment decisions, and its advice with respect to the Fund (and other managed accounts) as provided and in accordance with the investment objectives and guidelines set forth in the Governing Documents and constituent documents. OnePrime Capital is delegated the authority to consummate investments on behalf of the Fund (and other managed accounts) by the terms of the Fund’s limited partnership agreement or operating agreement and other operative documents.

OnePrime Capital has the authority to vote corporate proxies on behalf of the Funds. OnePrime Capital will generally vote proxies relating to routine matters consistent with the recommendations of the company’s management unless it determines that it is in the best interest of the relevant Fund and Investors to do otherwise. Routine matters include, without limitation, routine election of directors (where no corporate governance issues are implicated), selection of auditors and increases of common stock. For all non-routine matters, OnePrime Capital will consider the proxy proposal on a case-by-case basis taking into account various factors, including the analysis, research and recommendation provided by a third-party proxy service, whether the proposal was recommended by management and other factors it deems relevant. OnePrime Capital may abstain from voting if, based on factors such as expense or difficulty of exercise, it determines that interests are better served by not voting. In the event that a conflict of interest is identified in connection with voting a particular proxy, a special committee will be assembled and determine the appropriate actions with respect to voting the proxy. Investors in the Funds may obtain a copy of OnePrime Capital’s complete proxy voting policies and procedures upon request. Clients may also obtain information from OnePrime Capital about how OnePrime Capital voted any proxies on behalf of their account(s).

OnePrime Capital does not require nor solicit prepayment of more than $1,200 in fees, six months or more in advance and is not required to include a balance sheet for its most recent fiscal year. OnePrime Capital has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to its client and has not been the subject of any bankruptcy proceeding.