Sculptor Capital LP

A. General Description of Advisory Firm This Brochure applies to Sculptor Capital and relying advisers Sculptor Capital II LP, Sculptor Real Estate Advisors LP, Sculptor Loan Management LP, Sculptor Capital Management Hong Kong Limited, Sculptor Europe Loan Management Limited, Sculptor Capital Management Europe Limited, Sculptor CLO Management LLC, Sculptor Loan Advisors LLC, and Sculptor CLO Advisors LLC (collectively, the “Relying Advisers,” and together with the Adviser, “Sculptor,” or the “Firm”). The Firm was founded in 1994 and is indirectly owned by Rithm Capital Corp. (“RITM”), a publicly traded company listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “RITM,” which acquired the Firm on November 17, 2023. Additionally, limited partners who are principals of the Firm own certain profits interests in the Firm. The Adviser and its Relying Advisers are registered with the SEC as investment advisers pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser and relying adviser Sculptor Capital II LP are registered with the U.S. Commodity Futures Trading Commission (the “CFTC”) under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”), as commodity pool operators and are also members of the National Futures Association (the “NFA”). Sculptor Capital II LP is also a CFTC-registered commodity trading adviser. Relying advisers Sculptor Capital Management Europe Limited and Sculptor Europe Loan Management Limited are registered with the United Kingdom’s Financial Conduct Authority (the “FCA”). Relying adviser Sculptor Capital Management Hong Kong Limited is registered with the Hong Kong Securities and Futures Commission (the “SFC”). In addition, Sculptor’s affiliate, Sculptor Advisors LLC, is separately registered as an investment adviser with the SEC and provides investment advisory services to Sculptor Diversified Real Estate Income Trust, Inc. (“SDREIT”). SDREIT is an investment vehicle with an investment strategy that overlaps in part with the strategies of current Clients (as defined below). From time to time, the interests of Clients may conflict with those of SDREIT or any other clients of Sculptor Advisors LLC, or any other affiliate adviser, that may be established in the future (including conflicts similar to those described herein). B. Description of Advisory Services Sculptor is a global institutional asset management firm that provides investment advice on a discretionary and non-discretionary basis as described in Item 12 below. Sculptor and its affiliates serve as the general partners and management companies for private investment funds or pooled investment vehicles, including funds-of-one (collectively, the “Funds”) and securitized asset funds in the form of collateralized loan obligations (“CLOs”) and other securitized vehicles. The Firm also provides investment advice to investors through a foreign unit trust and/or a separately managed account (each, an “SMA,” and together with the Funds and CLOs/other securitized vehicles, “Clients”), including for institutional investors, such as financial institutions, public and corporate pension funds, endowments, and foundations. The Firm provides investment advice regarding equity securities, convertible securities, debt instruments, options, futures, swaps, other types of derivatives, private securities, loans, structured

products, individual real estate assets, aviation assets, multi-property portfolios, joint ventures, public and private real estate-related securities, securities in special purpose acquisition companies (“SPACs”), digital assets and other investments and instruments. In performing investment advisory services for Clients, Sculptor acts as a fiduciary. Sculptor’s fiduciary duty derives from Section 206 of the Advisers Act and includes an:

Obligation to disclose all material conflicts of interests to Clients;

Obligation to disclose if Sculptor Capital, or an affiliate of Sculptor Capital, receives additional compensation from a Client or a third-party as a result of Sculptor’s relationship with a Client;

Obligation to obtain informed consent before engaging in transactions with Clients for its own account, that of an affiliate, or another Client when acting in an advisory capacity;

Obligation to treat all advisory clients fairly and equitably over time, and not unfairly advantage one Client to the disadvantage of another over time;

Obligation to make investment decisions that are suitable and appropriate for Clients and consistent with their investment objectives, goals, and restrictions placed on Sculptor; and

Obligation to act in what Sculptor reasonably believes to be in each Client’s best interests and, in the event of a conflict of interest, place each Client’s interests before Sculptor’s and its affiliates’ own interests.

Throughout this Brochure, Sculptor discloses actual and potential conflicts of interest. The Firm has adopted policies designed to mitigate any conflicts that arise and may arise. We encourage Clients, prospective Clients, and Fund investors to review these policies and inquire directly with Sculptor about them. Sculptor’s conflict policies—and all policies described in this Brochure— are available for review by Clients and Fund investors in the Firm’s offices or on a passwordprotected website. In addition to such policies, the Firm has established an internal Conflicts and Compliance Committee (the “Conflicts Committee”), which seeks to mitigate certain conflicts by considering and reviewing them to determine appropriate actions, as needed. Further, the offering materials of Sculptor’s Funds identify in additional detail certain conflicts of interest and specific risks that exist or may exist. A copy of the Firm’s Funds’ most current offering materials is available upon request to investors in the Funds, as applicable. To ensure that employees have the information and skills necessary to perform their duties in accordance with all applicable laws, regulations, the terms of the Firm’s Funds’ most current offering materials, and Sculptor’s requirements for the workplace, all Firm employees are required to complete certain annual trainings. Mandatory annual compliance trainings are designed to reinforce our policies and procedures for the handling of material non-public information, conflicts of interest, and employee securities trading. Annual training specifically targeted at ensuring the

understanding of, and compliance with, the Foreign Corrupt Practices Act and, as applicable, other foreign anti-corruption laws and regulations is also mandatory. Mandatory annual trainings also cover areas relating to information security and harassment prevention. C. Availability of Customized Services for Clients The Firm generally permits SMA clients to place restrictions on their accounts with respect to: (1) the specific types of investments or asset classes that we will or will not purchase; (2) the nature of the issuers of investments that we will or will not purchase (e.g., specific industries or sectors); (3) the risk profile of instruments we will or will not purchase; or (4) the risk profile of the SMA as a whole. Where the Firm serves as the investment adviser to a Fund, investment objectives, guidelines, and any investment restrictions are described in the relevant offering documents and generally are not tailored to the needs of specific investors in the vehicle, unless the vehicle is structured as a single investor “fund-of-one”, or if another Fund investor-specific customized arrangement is in place. D. Wrap Fee Programs As of the date of this Brochure, the Firm does not currently participate in any wrap fee programs (as defined by the SEC) but may do so in the future. E. Assets Under Management As of October 1, 2026, the Firm and its affiliates managed approximately $37.5 billion in assets on a discretionary basis and no client assets on a non-discretionary basis, including approximately $1.3 million in aircraft assets under advisement (based on gross asset value).

The Firm and its affiliates receive management fees and incentive income. The management fees are a percentage of assets under management and the incentive income is based on net capital appreciation.

Multi-Strategy, Credit, and Real Estate Funds Typically, Funds that are managed on a multi-strategy basis pay a management fee that generally ranges from 1% to 2% annually. Typically, Funds that are managed pursuant to a credit strategy pay a management fee that generally ranges from 0.25% to 1.75% annually. Typically, Funds that are managed pursuant to a real estate strategy pay a management fee that generally ranges from 0.75% to 1.5% annually. For such Funds, Sculptor offers lower fees for Fund investors that exceed a certain amount of capital commitment. The management fee is typically based on the net asset value of the applicable Fund and is generally accrued monthly and billed quarterly in advance. However, fees for certain Funds are calculated differently, as the management fee rate applicable to a Fund investor is generally based on the amount of capital committed by each investor (see the chart with respect to commingled real estate Funds below). The offering documents of each Fund provide more detailed

information regarding management fees. In addition, for more detailed information on investment strategies, please refer to “Investment Strategies and Related Risks” under Item 8 below. Management fees for our commingled real estate Funds are generally determined based on the following fee schedule: Capital Commitment

Management Fee

Up to and including $49,999,999

1.50%

$50,000,000 to $99,999,999

1.25%

$100,000,000 to $199,999,999

1.00%

$200,000,000 or more

0.75%

Certain Funds, including some of the real estate Funds, may offer lower fees for clients of investment consultants if the consultant’s clients reach a certain amount of capital commitments in the aggregate, or fee holidays for investors that invest within a certain period after the initial launch of a Fund. The Management Fee paid by certain Funds (including certain real estate Funds), is subject to a 100% offset for (i) organizational expenses that are born by the Fund above a cap, (ii) placement fees, and/or (iii) fee income (i.e., directors’ fees, transaction fees, investment banking fees, breakup fees, advisory fees, monitoring fees, or other similar fees received by Sculptor in connection with the consummation, holding or disposition of a portfolio investment or termination of an unconsummated investment). Sculptor also receives incentive income, typically 20% of the net capital appreciation allocated to each Fund, subject to certain limitations. Management fees and incentive income are calculated based on the terms set forth in each Fund’s offering materials and other constituent documents. Investors should review carefully the specific terms set forth in the relevant Fund’s offering documents. Management fees and incentive income are generally subject to modification, waiver or reduction by Sculptor. Sculptor negotiates specific terms of investment for certain investors that differ from the terms applicable to other investors. As a result, certain investors receive additional benefits that other investors will not receive, such as economic arrangements. Fees may differ from one Fund to another, as well as among investors in the same Fund or tranche. Different tranches of interests in certain Funds have materially different terms, including but not limited to terms regarding: (1) fees charged; (2) minimum subscriptions; (3) withdrawal rights; (4) investment options; (5) rights to receive interest and other investment income; (6) denomination of currency; and (7) performance hurdle terms. In accordance with the terms of the Funds, Sculptor generally is permitted to open new tranches for Funds that have different terms at the request of an incoming investor. When opening new tranches, the Firm sometimes grants requests from existing investors to transfer their interest in the relevant Fund to the newly established tranche, subject to certain terms and conditions; Sculptor also issues interests in the new tranche to persons and entities with whom the firm is affiliated. From time to time, Sculptor permits affiliated

investors to withdraw from the Funds more frequently than other investors, and also typically waives management fees and incentive allocations for affiliated investors. Certain other types of Funds managed by Sculptor are assessed fees on a different basis. These Funds, including real estate funds, are charged a management fee generally based on capital commitments or contributed capital, and incentive income is paid out upon divestment of portfolio holdings, subject to the distribution waterfall specified in the Fund’s organizational documents, which could include a preferred return hurdle that must be achieved before incentive income is allocated to the Firm.

Collateralized Loan Obligations, Collateralized Bond Obligations, other Securitized Vehicles, or Collateralized Fund Obligations Management fees for CLOs and/or collateralized bond obligation (“CBO”) vehicles sponsored or managed by the Firm (each an “Affiliated CLO” and/or an “Affiliated CBO”) generally range from 0.25% to 0.50% annually of assets under management. Sculptor also receives incentive income, typically 20% of the excess cash flows due to the holders of the subordinated notes, subject to a stated hurdle rate. CLO and CBO investors and prospective investors should carefully review the fees and expenses associated with any investment product in which they invest. From time to time, Sculptor provides, or seeks to provide, advisory, asset management or other services to securitized vehicles collateralized by current income-generating assets other than corporate loans and bonds, including aviation-related assets and collateralized fund obligations (“CFOs”) (each, an “Affiliated Securitization”). Sculptor and its affiliates receive management fees and incentive income from investors in certain of its Affiliated Securitizations in the same or similar manner as described above in respect of Affiliated CLOs and/or Affiliated CBOs (however, Sculptor does not receive management fees or incentive income from investors in its CFO). Sculptor and its affiliates sometimes also receive sales, lease, or rental fees in connection with sales, leases, or rentals of assets in the Affiliated Securitization’s portfolio or other similar fees for services rendered to the Affiliated Securitization. Sculptor has established a CFO, and may in the future establish additional CFOs, with the primary purpose to utilize proceeds to make capital commitments to various Funds managed by Sculptor. In the future, Sculptor may choose to charge fees for managing a CFO.

Separately Managed Accounts The Firm negotiates different terms and conditions for SMAs (including different fee and redemption arrangements) than the terms and conditions that apply to any of Sculptor’s Funds and/or its current SMAs.

Additional Expenses The fees payable to Sculptor are exclusive of brokerage commissions, transaction fees, custodial fees, compensation to third-party sub-advisers, expenses relating to short sales, costs and expenses incurred in connection with identification, evaluation, due diligence, sourcing, tracking, servicing, management or disposition of investments, including, without limitation, the fees and expenses of

any collateral and/or loan settlement administrator, clearing and settlement charges, initial and variation margin, bank service fees, interest expense, exchange and clearinghouse fees, pricing services, expenses related to obtaining, processing and analyzing “big data” or “alternative data,” expenses relating to using, developing and maintaining artificial intelligence tools and systems, including machine learning technology, privately or publicly-trained generative artificial intelligence (collectively, “AI Technologies”) (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Sculptor) to the Client for Sculptor’s internally generated AI Technologies) consulting and other professional fees relating to particular investments (including expenses related to identification of investment opportunities, compensation of an officer, director or employee of any portfolio company or other entity making investments for a Fund, to the extent such officer, director or employee is not employed by Sculptor), certain legal and compliance expenses (e.g., expenses relating to FATCA (or any similar reporting and/or withholding regimes in any jurisdiction), expenses associated with transaction-specific filings required to be submitted by Clients (not the Firm) in U.S. and non-U.S. jurisdictions), and expenses relating to due diligence, enhanced reporting and/or compliance in respect of a Fund’s environmental, social and governance (“ESG”) considerations; costs related to the security and custody of Digital Assets (defined in Item 8 below), including third-party wallet providers, as well as the fees and expenses relating to technology hardware, software or other technology to acquire such Digital Assets; fees and expenses of any third-party service provider engaged to facilitate the preparation and filing of regulatory filings, (including Form PF, Annex IV under the Alternative Investment Fund Managers Directive (“AIFMD”), and/or any other similar regulatory filings required to be submitted by Clients), systems and technology expenses (e.g., certain trade analytical software), including licensing fees, insurance premiums, including insurance expenses established to protect Clients (or subsidiaries of Clients) from liabilities to third parties (including premiums for liability insurance covering Sculptor, the general partners and their respective partners, principals, officers, employees and agents), research-related expenses (e.g., Bloomberg licenses held in respect of Sculptor’s investment professionals), accounting, record keeping, audit and tax preparation expenses, expenses associated with taxes or governmental levies and/or other charges, custodial fees, corporate licensing, organizational expenses, government and registration fees, fees and expenses of appointing and maintaining any officer of a Fund to the extent having such officer is required by law or regulation, and other related costs and expenses (e.g., travel expenses incurred in connection with investment due diligence) all of which are incurred by the Client or Clients to which they are applicable. Such expenses incurred in connection with a particular Client’s investment and trading program may also include deal sourcing expenses (which may include costs related to research, as well as costs incurred to attend or sponsor conferences, networking and other similar events, and for Sculptor investment personnel to attend comparable events hosted by both for-profit and not-for-profit organizations that may be investors in or affiliates of investors in a Fund). Some expenses may be specific to Sculptor sponsored closed-end funds. The fees payable to Sculptor for its sponsored closed-end funds are exclusive of costs and expenses incurred in connection with financing, developing, expanding, operating, maintaining, repairing, improving or leasing investments, including, without limitation, the costs and expenses related to any credit

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and Risk of Loss The Firm employs a diverse investment strategy in managing Client assets, focusing on, among other strategies:

Fundamental Equities

Convertible Arbitrage

Asset Based Finance

Merger Arbitrage

Real Estate

Aviation

Corporate Credit

Private Investments

Please note that a Client may pursue one or more of the above strategies or one or more strategies that are not included in the list above. Each of the strategies set forth above incorporate substrategies in addition to the broad strategy described. In this regard, Clients should carefully review the periodic reports provided for their accounts. Furthermore, the Firm may pursue additional strategies in the future.

Investment Strategies and Related Risks Fundamental Equities. This strategy involves research-based fundamental equities investing where the purchase and sale of securities is determined by an assessment of the market value of a security relative to the intrinsic value of a security. This strategy can involve investing and trading in a portfolio of equity securities and other assets, including: common stock; preferred stock; cash and cash equivalents (including money market funds); options; convertible bonds; futures; swaps; other derivatives or any other equity-like securities. The allocation of capital across asset classes within this strategy will vary depending on market opportunities and other factors. This strategy uses both long and short positions, and investments may be made on exchanges, in over-thecounter (“OTC”) market transactions and in private transactions. The Firm performs analyses to assess risks associated with investments in this strategy. The Firm regularly employs a variety of hedging techniques in an effort to reduce exposure to specific events, systematic risks, market risks, macro-economic risks and other factors, when necessary or desired. Merger Arbitrage. Merger arbitrage strategies involve the purchase and sale of securities (usually equities) of companies involved in corporate reorganizations and business combinations, such as mergers, exchange offers, cash tender offers, spin-offs, leveraged buy-outs, restructurings and liquidations. Such strategies require an assessment of the likelihood of consummation of a proposed transaction, and an evaluation of the potential profits involved. If the event fails to occur or it does not have the effect foreseen, losses can result. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including, without limitation: (1) opposition of the management or stockholders of the target company, which often results in litigation to enjoin the proposed transaction; (2) intervention of a regulatory agency; (3) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (4) in the case of a merger, failure to obtain the necessary stockholder or third-party approvals; (5) market conditions resulting in material changes in securities prices; (6) compliance with applicable securities laws; and (7) inability to obtain adequate financing. Merger arbitrage positions also are subject to the risk of overall market movements. To the extent that a general increase or decline in equity values affects the stocks involved in a merger arbitrage position differently, the position may be exposed to loss. The success of merger arbitrage strategies can also depend on the overall volume of merger activity, which historically has been cyclical in nature. The difference between the price paid by Clients for securities of a company involved in an announced extraordinary corporate transaction and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. Since the price bid for the securities of a company involved in an announced extraordinary corporate transaction is generally at a significant premium above the market price prior to the announcement, if the proposed transaction appears likely not to be consummated or in fact is not consummated or is

delayed, the market price of the securities may decline sharply, often by more than the profit the Firm anticipates for Clients, even if the security’s market price returns to a level comparable to that which existed prior to the announcement of the deal. Because of the inherently speculative nature of event-driven investing, the results of Client investments using this strategy are expected to fluctuate from period to period. Accordingly, Clients should understand that the results of a particular period will not necessarily be indicative of results expected in future periods. Corporate Credit. This strategy targets debt-oriented investment opportunities during various phases of credit and economic cycles. The segment is comprised of Opportunistic Corporate as well as the Firm’s Institutional Credit Strategies. Opportunistic Credit focuses on stressed and distressed credit, special situation credit (e.g., long/short bonds) and investments in sovereign, municipal, investment grade, high yield and other opportunistic fixed income securities across the various layers of capital structures. The Firm could determine at any time to invest in other areas or products within its discretion. For example, the strategy may also employ equities or derivatives (i.e., swaps, forwards, options and futures (and options thereon)) for hedging, risk management or speculative purposes, but generally does not employ asset based finance (see “Asset Based Finance” section below) other than, from time to time, investment in Affiliated CLOs (see Item 5, Related Conflicts above). The Institutional Credit Strategies Segment is comprised of the CLO and CBO management platforms as well as other performing credit funds and customized products focused on both senior secured bank loans and high yield bonds. Asset Based Finance. The Firm has broadly organized the asset based finance market opportunity into four distinct underlying credit categories: residential real estate credit, commercial real estate credit, corporate credit (e.g., the CLOs discussed herein) and other/esoteric. Based on current market conditions, this strategy generally involves investment broadly within these four areas, including more liquid, securities, as well as less liquid, investments such as whole loans and other related structured transactions. The Firm could determine at any time to invest in other areas or products within its discretion. Asset Based Finance may include investments in securities and other instruments that have a limited or non-existent trading market. Such investments will not necessarily be designated Special Investments (described below). Accordingly, a significant portion of an Asset Based Finance portfolio may be composed of illiquid securities or securities that could become illiquid should market circumstances change. Asset Based Finance generally includes investments in collateralized debt obligations (“CDOs”) (including, without limitation, CLOs, trust preferred CDOs, commercial real estate CDOs, collateralized synthetic obligations, multi-sector CDOs, other corporate CDOs and asset-backed securities (“ABS”) CDOs), ABS (including, without limitation, residential mortgage-backed securities, commercial mortgage-backed securities (including horizontal risk retention interests), non-qualified residential mortgage-backed securities, agency residential mortgage backed derivatives, aircraft leases, consumer loans, and non-mortgage ABS), re-securitizations, reREMICs, synthetic risk transfer transactions, and residential, commercial and other asset-backed loans and debt instruments, as well as synthetic or structured versions of any of the foregoing, and litigation finance. Asset based finance investments are subject to risks associated with defaults in the underlying assets as well as interest rate, market, documentation, prepayments, sovereign and other risks. Sculptor sometimes finances its Asset Based Finance investments by entering into repurchase and reverse repurchase agreements.

Convertible Arbitrage. Convertible arbitrage strategies generally involve price spreads between the convertible and/or derivative security and the underlying equity security. To the extent the price relationships between such positions remain constant, no gain or loss on the position is likely to occur. Such positions do, however, entail a substantial risk that the price differential could change unfavorably, causing a loss to the spread position. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Government policies, especially those of the Federal Reserve Board and foreign central banks, have profound effects on interest and exchange rates that, in turn, affect prices in areas of the investment and trading activities of convertible arbitrage strategies. Many other unforeseeable events, including actions by various government agencies and domestic and international political events, may cause sharp market fluctuations. Furthermore, derivative arbitrage may also include trading and holding positions in certain types of commodity interests, which gives rise to commodity risk in the context of natural events (e.g., weather). Adverse natural events could negatively affect the underlying commodity and ultimately the value of the securities that are linked to the commodity. Convertible arbitrage strategies also consist of investments in SPACs. In general, an investment in a SPAC is subject to the risk that, among other things: (i) as a newly formed company with no operating history, there is little basis on which to evaluate the SPAC’s ability to consummate a successful IBC; (ii) an attractive business combination target may not be identified at all and the SPAC may be required to liquidate and return any remaining monies to shareholders; (iii) shareholders may not be afforded an opportunity to vote on the proposed business combination; (iv) a business combination, if effected, may prove unsuccessful and an investment in the SPAC may lose value; (v) the warrants or other rights with respect to the SPAC held by a Client may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) a Client may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (vii) an investment in a SPAC may be diluted in connection with the business combination or by additional financings; (viii) no market or only a thinly traded market for shares of or interests in a SPAC may develop, leaving a Client unable to sell its interest in the SPAC or to sell its interest only at a price below what the Client believes is the SPAC interest’s intrinsic value; (ix) the values of investments in SPACs may be highly volatile and may depreciate significantly over time; (x) assets in the SPAC may be subject to third-party claims, which could reduce the per share liquidation price received by the investors in the SPAC; (xi) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition; (xii) a SPAC investment may be subject to an extended lockup period and other restrictions on resale and redemption, including those in connection with a private placement voting and support agreement; (xiii) the SPAC may be exempt from the rules promulgated by the SEC to protect investors in "blank check" companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules; and (xiv) the SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies.

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As noted in Item 4 above, Sculptor and its affiliates provide portfolio management services to Funds (which may be organized as domestic or foreign partnerships, corporations, incorporated or unincorporated entities, or other similar entities), CLOs, CBOs and/or other securitized vehicles, and SMAs, for institutional clients such as financial institutions, public and private pension funds, sovereign wealth funds, endowments, and foundations. Certain Funds require a minimum initial investment of $5 million, which may be waived at the Firm’s sole discretion. Termination provisions for advisory contracts are as follows: (1) generally, the Funds’ investment advisory contracts may be terminated as of December 31 of any year upon 90 days’ prior written notice, although certain Funds’ advisory contracts may be terminated under other conditions set forth in each specific contract; (2) investment advisory contracts for real estate Funds generally may be terminated upon 60 days’ prior written notice by either party, although certain advisory contracts may be terminated under other conditions set forth in each specific contract; (3) termination provisions for advisory contracts for SMAs are subject to negotiation but generally can be terminated upon mutually agreeable terms; and (4) generally, the collateral management agreement for an Affiliated CLO, Affiliated CBO or Affiliated Securitization may be terminated for certain cause events described therein and upon the liquidation of the Affiliated CLO, Affiliated CBO or Affiliated Securitization or the satisfaction and discharge of the Affiliated CLO, Affiliated CBO or Affiliated Securitization in accordance with the terms of its governing documents. The beneficial owners of SMAs may receive more information (including portfolio composition information) and have more favorable liquidity rights than investors in the Firm’s other Clients. Sculptor may also negotiate fees with beneficial owners of SMAs that may be more favorable than the fees in place for comparable Fund tranches. The opportunity to open an SMA is not available to all prospective investors and is generally subject to minimum asset levels at Sculptor’s sole discretion. Sculptor’s decision whether to allow a prospective investor to open an SMA is made based on a variety of factors and in Sculptor’s sole discretion.

Side-By-Side Management As noted in Item 5 above, most Clients pay the Firm performance-based fees in the form of incentive income. Incentive income is typically 20% of annual net capital appreciation allocated

to each investor in a Fund, subject to certain limitations. Net capital appreciation generally includes: (1) unrealized appreciation or depreciation of assets; (2) realized gains and losses; and (3) with respect to Special Investments (as defined in Item 8 below), gains or losses that we have deemed to have been realized. Some Clients calculate incentive income solely with respect to realized gains (i.e., the Firm does not receive incentive income with respect to unrealized gains); for certain other Clients, Sculptor receives incentive income upon divestment of portfolio holdings, subject to the distribution waterfall specified in offering and organizational documents. Sculptor charges performance-based fees in accordance with Section 205 and Rule 205-3 under the Advisers Act. The receipt of incentive income could motivate Sculptor to make investments that are riskier or more speculative than the Firm would make if it did not receive incentive income. This incentive is particularly acute when the incentive income is payable only upon exceeding a hurdle rate or high-water mark, and the performance of Clients is below any such hurdle or high-water mark. In addition, as a result of net capital appreciation generally including unrealized appreciation of Client assets (other than unrealized appreciation of Special Investments), Sculptor may receive more incentive income than if net capital appreciation were based solely on realized gains. Where applicable, the Firm faces a conflict of interest when it deems a Special Investment to be realized, but not sold, because the Firm will receive incentive income based, in part, on any gain from the deemed realized Special Investment. The Firm also faces a potential conflict of interest when determining whether to realize a Special Investment at a loss because to do so would reduce the amount of incentive income payable to Sculptor. The Firm has adopted policies and procedures to assist in determining when Special Investments should be deemed realized. Certain Clients have objectives that are similar to, or which overlap with, those of other Clients. Additionally, Sculptor and its affiliates typically retain ownership interests in those investment Funds. In certain circumstances, particularly when Sculptor or its affiliates sponsor a new investment fund, platform, or other investment vehicle (because Sculptor and its affiliates may provide most of the initial seed money), the product or platform may be wholly owned or majorityowned by Sculptor or its affiliates. In such cases, Sculptor faces a conflict of interest in determining the allocation of investment opportunities because Sculptor may allocate those opportunities believed to be attractive to those accounts in which Sculptor or its affiliates have a substantial ownership interest. Additionally, certain Clients pay higher fees to Sculptor than other Clients (as described above). As a result, Sculptor faces a conflict of interest in determining the allocation of investment opportunities because Sculptor may allocate those opportunities believed to be attractive to those Clients paying higher fees. Sculptor seeks to mitigate these conflicts by allocating investment opportunities to Clients in accordance with the Firm’s Investment Allocation Policy (the “Allocation Policy”). The Firm and its affiliates give advice and recommend securities to Clients which differs or conflicts with advice given to, or securities recommended or bought for, other Clients, even though the investment objectives of the respective Clients are the same or similar. As discussed in Item 12 below, the Firm and its affiliates seek to allocate investment opportunities fairly and equitably across Clients to the extent such opportunities are appropriate for such Clients, subject to the Firm’s Investment Allocation Policy. This Allocation Policy includes periodic reviews of Client’s holdings and objectives and seeks to preset allocation percentages across Client accounts for set periods of time. However, there are certain situations in which a Client or group of Clients has a

specific geographical, sector or strategy focus; situations (for example, seeding, ramp-ups, resets, etc.) in which specific Clients can receive priority in allocations as disclosed in Item 12 below; or situations where an agreement exists with an unaffiliated co-sponsor or joint venture partner or other Client, that investment opportunities appropriate for other Clients are first allocated to these type of Clients, with any remaining portions allocated to every other Client. Clients that receive investment opportunities in priority over other Clients will, from time to time, have been initially seeded by the Firm or its affiliates, and, at the time of a referral or priority allocation, may, to the extent there has been only limited investment by third party investors, remain wholly or principally owned by the Firm or its affiliates. If a Client does not receive an investment opportunity, it will not benefit from, and will have no right to profits arising out of, investments made by Clients that did receive the investment opportunity. Certain Clients seek more concentrated exposures to the same securities than are acceptable to other Clients. The Firm has an Allocation Policy and related procedures to help ensure that all Clients are treated fairly in regard to allocations over time. For additional information regarding allocation procedures, please see Item 12 below. Sometimes, following an investment by a Client (or Clients), the Firm has the opportunity to make additional or follow-on investments in the same entity or a related entity. Generally, such allocations will be made pro rata based on the allocation of the initial investment. Occasionally, rather than allocate these additional or follow-on investment opportunities to the Client(s) that participated in the original investment, the Firm allocates the opportunity to other Clients (including Clients that may be wholly or principally owned by the Firm or its affiliates) and one or more strategic investors (which may include third parties and/or other investors in Clients). This can be done if and when the additional investment opportunity or follow-on investment could not, because of available capital, liquidity, risk limits, size, tax considerations, concentration or other reasons, be allocated in the same manner as the original investment to which it relates. Additional investment opportunities and follow-on investments can be more or less profitable than the original investment to which they relate. Follow-on investments related to Special Investments are described in Item 12 below. Additionally, Sculptor at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Client (or another Client) previously, even when such follow-on investment’s valuation has decreased since the original investment. These benefits and protections will, from time to time, benefit and/or accrue to other Clients and/or Sculptor at the expense of the current Client(s) investing in such follow-on investment. From time to time, Clients make firm commitments to provide capital for investments at a certain date in the future. At the time the investment requires funding, the Firm sometimes allocates the investment opportunity among that Client, other Clients eligible to participate in the investment (including other Clients that are wholly or principally owned by the Firm or its affiliates), and/or one or more strategic investors (which sometimes includes third parties and/or Clients). In addition, the Firm and its affiliates may establish investment platforms or strategic relationships with institutional and other clients to facilitate the investment of Clients in certain opportunities. To the extent that other Clients make an initial investment in or increase their investment in an investment platform, the investment will dilute the existing interest holders (and the underlying investments therein) unless the Firm determines to increase the other interest holders’ commitment to the platform on a proportionate basis. Accordingly, Clients can be disadvantaged if the Firm

allocates profitable opportunities away from them or if the Firm allocates unprofitable opportunities to them. The portfolio strategies the Firm and its affiliates use for certain Clients conflict with the transactions and strategies the Firm employs in managing other Clients and may affect the prices and availability of the securities and other financial instruments in which Clients invest.

Activities and Affiliations The Adviser and its affiliates serve as the investment manager, investment advisor and/or general partner for multiple Clients and entities, globally. As such, the Adviser has a number of material global relationships, which are summarized below.

Sculptor Capital II LP, a Relying Adviser and a wholly owned subsidiary of the Adviser, serves as the investment manager to certain Funds and a CFO.

Sculptor Real Estate Advisors LP, a Relying Adviser and a wholly owned subsidiary of the Adviser, serves as the investment manager to certain real estate Funds.

Sculptor CLO Management LLC, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs and performing credit Funds.

Sculptor Loan Management LP, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs and an Affiliated CBO.

Sculptor Loan Advisors LLC, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs.

Sculptor CLO Advisors LLC, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs.

Sculptor Capital Management Europe Limited, an entity regulated by the FCA, is a Relying Adviser and a wholly owned subsidiary of the Adviser.

Sculptor Capital Management Hong Kong Limited an entity regulated by the SFC, is a Relying Adviser and a wholly owned subsidiary of the Adviser.

Sculptor Europe Loan Management Limited, an entity regulated by the FCA, is a Relying Adviser and a wholly owned subsidiary of the Adviser, which generally serves as investment manager to certain Affiliated CLOs.

Sculptor Capital Advisors LP, an affiliate of the Adviser, generally serves as the direct or indirect general partner of the Funds organized in the United States.

Sculptor Capital Advisors II LP, an affiliate of the Adviser, generally serves as the direct or indirect general partner of the Funds organized outside of the United States.

Sculptor Aviation 2018, LLC, an affiliate of the Adviser, serves as the asset manager to STARR 2018-1, an aircraft securitization.

Sculptor Aviation 2019-1, LLC, an affiliate of the Adviser, serves as the asset manager to STARR 2019-1, an aircraft securitization.

Sculptor Lunar Aviation 2020-1, LLC, an affiliate of the Adviser, serves as the asset manager to LUNAR Aircraft 2020-1, an aircraft securitization.

Sculptor Solrr Aviation 2021-1, LLC, an affiliate of the Adviser, serves as the asset manager to SOLRR Aircraft 2021-1, an aircraft securitization.

Sculptor Advisors LLC, an affiliate of the Adviser, serves as the investment manager to a privately offered real estate investment trust.

Additionally, Sculptor Capital Management Hong Kong Limited has established a branch office in the Abu Dhabi Global Market (“ADGM”), UAE, referred to as the Sculptor Capital Management Hong Kong Limited (ADGM Branch), or “SCHK ADGM Branch”, whereby the activities of the SCHK ADGM Branch are limited to certain marketing and arranging activities. The SCHK ADGM Branch is regulated by the ADGM's Financial Services Regulatory Authority.

Related Conflicts Fees Payable to Service Providers Which Are Our Affiliates. Clients’ portfolio investments may pay fees to our affiliates in connection with the operation of a business related to a portfolio investment (e.g., fees to operate or develop a business which are distinct from fees paid in connection with investment advisory services provided by us to the Client). These fees can include, for example, fees paid to consulting companies, real estate development companies, or other operating businesses in which Sculptor has an interest. These fees will not be incurred for investment management services, but rather they relate to the day-to-day operations of portfolio investments. Such services may also supplement or be performed alongside services performed by the Firm. Sculptor seeks to ensure that the economic terms of any arrangement with affiliates will be consistent with the terms that can be obtained in arm’s-length, commercial negotiations with third parties for similar services, as determined in its sole discretion. Fees paid to affiliates that relate to the day-to-day operation of portfolio investments will not reduce or offset any fees Sculptor

receives. Sculptor has a conflict of interest in selecting (or influencing a portfolio investment to select) affiliates to provide these types of services and there can be no assurance that a third-party would not provide similar services for a lesser-cost. In order to address this conflict, whenever a situation arises where Sculptor (or a portfolio investment) seeks to hire an affiliate to provide these types of services, Sculptor generally brings the matter before the Firm’s internal Conflicts Committee (discussed in greater detail in Item 11 below) to review and approve the hiring. Publicly Held Company. As noted above, RITM, the Firm’s ultimate parent company, is a publicly traded company listed on the NYSE. RITM has significant economic and business interests, including ownership in other asset management businesses, and objectives that may be different than or may conflict with those of Clients. Accordingly, the interests of shareholders of RITM are sometimes not aligned with the interests of Fund investors or other Clients. In situations where these interests are not aligned, the Firm faces a conflict of interest when it acts or fails to act. RITM may have direct relationships with counterparties that have relationships with the Firm’s Clients— certain of these counterparties may provide underwriting, consulting, administration and financing services to RITM and to the Firm. Certain Client counterparties have in the past, and may in the future, underwrite and analyze RITM’s shares. In addition, it is possible that the Clients, the portfolio investments or other entities in which they invest may own properties or businesses in the same market as properties or businesses owned by entities in which RITM or accounts advised by other RITM Affiliates invest and may compete with such parties for tenants and customers. Furthermore, there is overlap in strategy between RITM, RITM clients and Sculptor Clients and it is possible that the Clients will compete with RITM or its clients for investments, interests in the same investments (in the same, overlapping or different layers of the capital structure) or hold investments that are competitors. Clients from time to time invest in conjunction with an investment being made by other Clients, RITM, or clients of RITM or in a transaction where another Client or client of RITM has already made an investment, including investments serviced by RITM. Conflicts may arise in connection with such investments. Conflicts of interest also arise in connection with the activities and investments of RITM and its clients and RITM is not required to consider the interests of the Sculptor Clients when making an investment decision or decision with respect to a currently-held investment. In addition, third party service providers and counterparties that provide services to, or engage in transactions with, RITM or its subsidiaries also provide services to, or engage in transactions with, Clients. These service providers and counterparties also provide services to, or engage in transactions with, the Firm’s partners and principals. The Firm has a conflict of interest in selecting these service providers and counterparties on behalf of Clients because the Firm may favor service providers and counterparties that provide service to RITM or its principals or subsidiaries for attractive fees or other terms of service. To address these conflicts, in certain situations, Sculptor would bring such matters before its internal Conflicts Committee for review and approval. Refer to “Other Related Conflicts and Practices” of Item 11 below for more detailed information on the Conflicts Committee. Certain personnel of RITM or RITM Affiliates may provide services to Sculptor or its Clients or have involvement in the business of Sculptor and/or its Clients. In such instances, Sculptor will

monitor for any conflicts that arise and from time to time. Sculptor may determine that such personnel be subject to all, or certain portions of Sculptor’s compliance policies and procedures. Parent Company Control and Decision Making. RITM, as the Firm’s ultimate parent company, retains the ability to exercise control over the Firm which it may exercise from time to time. In doing so, RITM may consider certain considerations and other factors that could differ from, and that could conflict with, the interest of Clients due to RITM’s status as a public company. As an investment adviser registered with the Securities and Exchange Commission, the Firm will continue to meet its obligations under the Advisers Act. Directors and Employees of Portfolio Companies and SPACs. Employees of Sculptor and one or more of its affiliates may serve as directors of portfolio companies and/or other vehicles such as SPACs in which Clients have made (or may make) an investment. Accordingly, such employees may have a conflict if their fiduciary duty to the portfolio company and/or SPAC conflicts with their fiduciary duty to the Firm’s Funds and other Clients. In such circumstances, any such employee will act in accordance with their fiduciary duty to the portfolio company rather than any fiduciary duty such person may have to the Fund. To the extent conflicts of interest are posed between such employees in the context of their obligations to a SPAC, such employees will resolve conflicts of interest in favor of the Firm’s Funds and other advisory Clients. In addition, certain directors or employees of portfolio companies and/or SPACs can: (i) be co-investors with Clients, (ii) have affiliations with third parties who provide professional or other services to Clients or Fund portfolio companies, or (iii) have other business relationships or affiliations with Sculptor and its affiliates.

in Client Transactions and Personal Trading Code of Ethics. In order to assist the Firm in meeting its obligations as a fiduciary, the Firm has adopted a Code of Ethics (the “Code”) that recognizes that the Firm and its employees (which for purposes of this section includes certain consultants, advisors, temporary employees and other individuals deemed “covered” for the purposes of the Code) must place the interests of Clients first at all times. Information concerning the identification of securities and other financial circumstances related to the Firm’s Clients (and Fund investors, as applicable) must be kept confidential (except in furtherance of Client investment objectives and goals or where disclosure is otherwise required by law). The Code specifies that certain types of personal securities transactions are prohibited for all covered persons and that employees must comply with applicable federal securities laws and not take inappropriate advantage of their positions. All personal securities transactions that are permitted must be conducted in a manner consistent with the Code, with a view toward avoiding actual or potential conflicts of interest or abuse of an employee’s position of trust and responsibility. Indeed, employees must determine whether any conduct creates a conflict of interest or the appearance of a conflict of interest and report this conduct to the Firm. Clients, prospective Clients, Fund investors, and prospective Fund investors may obtain access to the Code for review purposes by contacting the Firm. Personal Trading. The Code places restrictions on trades in an employee’s personal accounts. Pursuant to the Code, the term “personal account” means any securities account in which an

employee has any direct or indirect “beneficial ownership,” and includes any personal account of an employee’s immediate family member either living in the employee’s household or financially dependent on the employee (immediate family member is defined as any child, stepchild, grandchild, spouse, sibling, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, person in an adoptive relationship, or spousal equivalent/domestic partner). With limited exceptions, employees are prohibited from entering into new or augmenting existing positions in certain securities, including common stocks; bonds or debt instruments of public companies (including options, futures and derivatives thereon); interests in third party hedge funds; and publicly traded REITs. Employees are required to disclose their personal securities holdings and transactions to the Firm on a periodic basis. The Compliance Department monitors employees’ personal securities holdings and transaction activity. Employees are also required to seek pre-approval for personal securities transactions in certain security types that are not otherwise prohibited. Subject to the Code, the Firm and its partners, principals, employees, and other affiliates may engage in limited investment activities for personal accounts, which may involve the sale or purchase of securities that are similar to or the same as, but in different concentrations or effected at different times and prices than those purchased or sold for Clients. However, since entering into new or augmented positions of most publicly traded equity and debt securities (and options, futures and derivatives thereon) is generally prohibited under the Code, the aforementioned activities would generally only occur when there is a sale of a security that was either entered into prior to an employee’s start date or previously pre-approved by the Compliance Department before the date when the policy that effected the prohibition was implemented. In addition, they may also involve the purchase and sale of securities that are different from those purchased or sold for Clients. The Firm’s partners, principals, employees, and other affiliates may engage in limited investment activities, which may from time to time involve passive investments in companies or funds that have dealings with the Firm. Accordingly, the Firm’s personal investment and reporting policies, which require pre-approval from the Firm’s Compliance Department on any personal private investments, seek to address any potential or actual conflicts of interest relating to personal private investments. Service on Boards of Directors and Other Outside Activities. An employee’s service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for conflicts of interest, and may otherwise interfere with an employee’s duties to the Firm and its Clients. Accordingly, employees are generally prohibited from serving on the boards of directors of any public or private outside company, unless the service: (1) would be in the best interests of the Firm and its Clients; and (2) relates to an outside company that is a portfolio holding and the employee is the senior investment professional (or such other person as is approved by the Chief Compliance Officer or their designee) responsible for the investment. In addition, employees are prohibited from serving on the boards of directors of any non-profit organization, unless the service has been approved by the Chief Compliance Officer or their designee. Any employee serving on the board of an outside company or non-profit organization may be required to resign at any time if the Firm determines that the employee’s continued service on the board may no longer be in the best interests of the Firm or its Clients. In the rare circumstance where an Employee or an agent of the Firm is permitted to serve either as a member of or an observer to the board of an issuer of publicly traded securities or publicly traded bank debt (or a portfolio company that is directly controlled and/or affiliated with an issuer of publicly traded securities or bank debt)

the Firm has adopted policies and procedures reasonably designed to prevent the misuse of any potential material non-public information and to ensure sufficient oversight. Gifts and Entertainment; Political Contributions; Charitable Giving. Brokers, counterparties, service providers and other third parties with whom the Firm does (or seeks to do) business occasionally provide gifts and entertainment to Firm partners, principals, and employees. The Firm sometimes provides gifts and entertainment to such third parties where doing so is consistent with applicable policies and procedures. The Firm and its affiliates also sometimes enter into business transactions and relationships on behalf of a Client with these third parties. Accepting gifts or entertainment from brokers, counterparties, service providers and other third parties and other persons or entities with whom the Firm does business may create actual or perceived conflicts of interest. To address these conflicts, the Firm has adopted policies and procedures to limit the value of gifts and monitor the appropriateness of entertainment provided or received, whereby gifts and entertainment over certain policy thresholds require disclosure to and/or pre-approval from the Compliance Department. The Firm also has policies and procedures in place to help monitor, and in certain cases prohibit, the political contributions that its partners, principals, and employees make to public officials, political parties, political committees and candidates for elected office. The Firm takes pride in giving back to the community and has policies and procedures in place to ensure that charitable donations do not create unmitigated conflicts of interest for the Firm and are made in accordance with applicable laws.

Other Related Conflicts and Practices From time to time, various potential and actual conflicts of interest arise from the overall advisory, investment and other activities of the Adviser, its affiliates and personnel. The following briefly summarizes some of these conflicts but is not intended to be an exhaustive list of all such conflicts. Clients and Fund investors are advised to review the applicable Client offering and/or governing documents for a more extensive description of the potential conflicts of interest applicable to each Client. Conflicts Committee. As noted above, from time to time, issues that raise potential conflicts of interest are brought before an internal Conflicts Committee for consideration. The Conflicts Committee is composed of senior executives of the Firm, including the Chief Compliance Officer, Chief Financial Officer, Chief Legal Officer, as well as the Firm’s President and Chief Operating Officer. The Conflicts Committee is responsible for reviewing conflicts and potential conflicts among the Firm, its Clients, Clients of Firm affiliates, the Firm’s employees and/or the Firm’s ultimate parent company, RITM, and its public shareholders. Conflicts Committee meetings may involve participation by outside parties or employees, including, but not limited to, members of the Firm’s research, portfolio management, accounting, legal or compliance departments. However, only members of the Conflicts Committee are permitted to vote on any actions put before the Conflicts Committee. Affiliated Investors. The Funds typically impose minimum holding periods during which interest holders may not withdraw from the Funds in which they have invested. To the extent that Firm partners, principals, employees and their respective family members (and those of Firm affiliates) also own interests in Funds, they will generally be permitted to withdraw from the Funds at more frequent intervals than other investors. If a Fund is required to liquidate holdings to satisfy these

withdrawal requests, additional costs and expenses will be incurred and will be borne primarily by the remaining investors in the Fund. As noted above, Firm partners, principals, employees and those of Firm affiliates invest in the Funds—in fact, some investors insist upon such personal investments in a Fund before committing their own capital. The amount of proprietary investment by Firm partners, principals, employees and other affiliates differs from Fund to Fund, with the highest percentage of aggregate proprietary versus non-proprietary investments tending to occur in the early, ramp-up phase of a Fund. To the extent that third-party investments in Funds are limited, a substantial level of proprietary ownership may continue for an indefinite period. Because the Firm’s allocation policies are designed to facilitate new Client accounts reaching a fully invested posture quickly, the Firm may make greater allocations of investment opportunities (including limited investment opportunities) to new Funds, even if such Funds are predominantly comprised of affiliated capital. For example, additional conflicts could arise to the extent the Firm and/or its affiliates, or its partners, principals or employees, hold an outsized economic position in any of the participating Clients. In such cases, Sculptor could be incentivized to manage such arrangements in a manner that would enhance the returns of the Clients in which Sculptor and/or its related parties hold a substantial portion of the equity, even to the detriment of other Clients. In making these allocations, the Firm will face a potential conflict of interest with other Clients for whom the same investments would be appropriate, because the over-allocation to the new Fund in a ramp-up phase could be seen as favorably allocating investment opportunities to the proprietary accounts of Firm partners, principals, and employees, or those of Firm affiliates, to the extent they comprise a substantial portion of the investor base of such new Fund. The same conflicts arise in the event that RITM, as a seed investor or otherwise, holds an outsized investment in a particular Client relative to other investors. In addition, certain Funds in which Firm partners, principals and employees invest may focus on a specific investment strategy, sector or geographic region. Under Firm allocation policies, these types of Funds receive increased allocations of opportunities within their specific focus, which generally continues for the life of the Fund. Please also see Item 12 below for additional information regarding the Firm’s allocation policies. Conflicting Interests of Investments. As described in this Brochure, the Firm employs a wide range of investment strategies for Clients. In specific instances, these strategies result in buying and selling different securities and instruments within an issuer’s capital structure (as described in Item 8) for different Clients. In pursuing these investment strategies for Clients, an instrument may be acquired for Clients that is senior on the capital structure of an issuer relative to an instrument acquired for Clients that is more junior on the capital structure, or even common stock (that is junior to a senior or secured creditor). These investment decisions can be made by the same team of investment professionals for the same or different Clients depending upon the investment strategy employed. Under normal circumstances, investments in instruments that have different rankings of seniority in an issuer’s capital structure do not raise conflicts of interest. However, in other circumstances, such as when an issuer defaults on its debt or seeks protection from creditors in bankruptcy or reorganizations, as is often the case with the investments the Firm makes in distressed issuers, a conflict of interest can arise in that the action taken to protect the interest of one set of holders (such as senior bank debt holders or preferred stockholders) may be at the potential detriment of other holders of the same issuer’s securities or instruments (such as unsecured debt holders or common stock holders). When Clients of the Adviser and its affiliated

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General Brokerage Practices The Firm allocates portfolio transactions for Client accounts to broker-dealers on the basis of the best execution the Firm believes is available—i.e., execution in a manner that the Client receives the most favorable execution services under the circumstances (which may not be the lowest cost option available). For portfolio transactions executed in Sculptor’s New York office, the Firm considers a variety of factors regarding broker-dealers in seeking best execution, including but not limited to:

Quality of execution

Financial strength and stability

Willingness and ability to execute difficult transactions

Access to underwritten offerings and secondary markets

Overall cost of trade (including commissions, mark-ups, mark-downs, spreads, and other costs)

Desired timing of the transaction

Confidentiality of trading activity

Idea generation

Deal sourcing

Provision of financing and similar services

Provision of research or brokerage services

Reputation

Block trading and block positioning capabilities

Willingness and ability to commit capital (i.e., loss ratios)

Ongoing reliability

Nature of the security and available market makers

Desired size of the trade

Market intelligence

Availability of stocks to borrow

Quality and timeliness of market information provided

Ability to provide competitive term financing across a variety of asset classes

Certain affiliated offices are prohibited by an applicable regulatory authority from taking certain of the above-referenced factors into account prior to executing portfolio transactions. Clients should expect that their securities transactions will generate a substantial amount of brokerage commissions and other costs, all of which are borne by the Client, and not the Firm. Unless the Firm receives instructions from an SMA client to use or refrain from using a specific broker-dealer, the Firm generally has complete discretion to decide what broker-dealers or other counterparties to use executing transactions for Clients. The Firm negotiates the rates of compensation that Clients pay. Some broker-dealers and other counterparties the Firm selects have (or are affiliates of entities that have) other material business relationships with the Firm or its affiliates, or with the Firm’s principals. In addition, certain Clients may not have clearing, custodial or financing arrangements (including ISDA agreements, repurchase agreements, securities lending agreements, futures agreements or give up/clearing agreements) with all counterparties that have relationships with other Clients. While the Firm attempts to negotiate similar arrangements on behalf of all Clients, there can be no assurance that these arrangements will be uniform across all Clients, that the Firm will be able to establish uniform arrangements in a timely manner or that

such arrangements will be established at all. Accordingly, certain Clients may be subject to higher clearing, custodial and financing expenses. In addition to using brokers as “agents” and paying resulting commissions, the Firm sometimes causes Client accounts to buy or sell securities directly from or to dealers acting as principals at prices that include mark-ups or mark-downs, and may also cause Client accounts to buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. With respect to transactions in derivatives (i.e., swaps, forwards, options and futures (and options thereon)), the Firm executes such transactions through regulated or exempt swap dealers, nonregistered swap dealers, non-swap dealers or futures commission merchants. From time to time, the Firm also uses the services of introducing brokers. The Firm periodically reviews broker-dealer performance and execution quality to evaluate whether best execution is being achieved.

Research and Other Soft Dollar Benefits General Information. The Firm may use brokerage commissions generated from Client transactions (“Soft Dollars”) to obtain research and other products or services other than execution (“Soft Dollar Benefits”). Soft Dollar Benefits may be proprietary (i.e., created or developed and provided directly by a broker-dealer) or from a third-party (i.e., created or developed by a thirdparty but provided by a broker-dealer). Sculptor intends that all Soft Dollar Benefits will qualify for the safe harbor in Section 28(e) of the Securities Exchange Act of 1934, as amended. To obtain Soft Dollar Benefits, the Firm may cause Clients to pay brokerage commission rates higher than those charged by other broker-dealers. The Firm does not seek to allocate Soft Dollar Benefits to each Client in proportion to the amount of commissions that each Client has paid or credits that each Client has generated. In addition, not every Client will receive Soft Dollar Benefits on every transaction. As a result, Clients that do not receive Soft Dollar Benefits may effectively pay the same or higher commission rates as those that do. Broker-dealers sometimes suggest the level of commissions they would like to receive in return for the various services they provide. The Firm retains full discretion over brokerage allocation decisions, and is not obligated to meet such suggested commission levels. The Firm receives a benefit from the use of any Soft Dollars in that it does not have to pay for such Soft Dollar Benefits itself. The Firm, therefore, has a conflict of interest to select broker-dealers based on this benefit, rather than selecting broker-dealers based on Clients’ interests in receiving the most favorable cost of execution. Soft Dollar Benefits. The Firm may obtain Soft Dollar Benefits, including but not limited to: (1) research reports on companies, industries and securities; (2) economic and financial data; (3) narrowly marketed and specialized financial publications; (4) quantitative analytical software; and (5) market data-related feeds, software and services. The Firm’s Compliance Department reviews

and approves all Soft Dollar arrangements, including Soft Dollar Benefits and providers of Soft Dollar Benefits. Where generated, the Firm may utilize any Soft Dollars to purchase mixed-use products or services (e.g., a product or service of which a portion is both eligible and non-eligible under Section 28(e)). The Compliance Department will make a good faith determination as to the cost of the Soft Dollar eligible portion of the mixed-use product or service and pay only that amount with Soft Dollars. The use of Soft Dollars in non-U.S. jurisdictions may be subject to varying and sometimes more rigorous local regulation, and the Firm has policies and procedures to ensure compliance with these rules. To the extent that certain services, such as research, may not be provided by broker-dealers under Soft Dollar arrangements, such services will be charged as direct expenses to the applicable Client.

Brokerage for Client Referrals Please refer to Item 14 below regarding brokerage practices with respect to capital introduction events sponsored by broker-dealers.

Directed Brokerage The Firm may permit any SMA clients to select their own counterparties and direct executions through a specified broker-dealer or broker-dealers. However, if and when acting pursuant to these instructions, the Firm may be unable to achieve most favorable execution, which can result in additional costs and expenses for the Client. For example, such SMAs may pay higher brokerage commissions and may receive a less favorable price when buying or selling if they cannot participate in an aggregated trade along with other Client orders executed through broker-dealers that the Firm has selected. The Firm does not currently have any directed brokerage arrangements.

Trade Aggregation When buying and selling securities for Clients, the Firm generally aggregates multiple transactions into one order so that as many eligible Clients as possible may participate on a fair and equitable basis over time at the best available terms under the circumstances. The Firm also may aggregate orders for Clients together with orders for other Clients (including Clients with substantial investments by partners, principals, employees and other affiliates) advised by it or its affiliates. The Firm will only aggregate orders if that aggregation is consistent with (i) the Firm’s duty to Clients to seek to obtain best execution and (ii) the investment guidelines and restrictions of each Client for which trades are aggregated. Although certain Clients may be excluded from a given aggregated order, no Client is favored over any other on an overall, long-term basis. Generally, orders are not aggregated across multiple investment strategies; as a result, the price at which an order may be executed for one strategy may be higher or lower than another order in the same security for a different strategy on the same day. Each Client that participates in an aggregated order participates at the average price for all transactions with respect to that aggregated order in that security on a given business day, except as noted below. Typically, transaction costs are shared pro rata based on each Client’s participation in the transaction. In certain transactions, prices may differ as a result of differences

in fees, taxes and transaction charges that are assessed on each participating Client and vary depending upon a number of factors including, but not limited to, the domicile of the Client, the size of participating Client accounts, amounts allocated or whether some or all of the transaction was effected via a derivative instrument. The Firm does not earn any additional compensation as a result of aggregating orders. When the Firm aggregates orders in specific securities (including Limited Opportunities (as defined below) and private investments), the Firm considers the appropriateness of the investment for each Client based on its investment strategies and objectives, as well as other factors (collectively, the “Allocation Factors”) such as:

Whether a Client has a sector or geographic regional focus

Client-specific limitations or requirements

Individual Client relationships and counterparties

Availability of credit facilities (and their terms)

Degree of leverage employed

Tax or regulatory considerations

Timing of capital contributions and withdrawals

Investment capacity

Tolerance for volatility/risk

Liquidity needs of the Client

Domicile of the Client

Desired portfolio and/or strategy diversification

Investment or ramp-up phase of one or more Client(s)

Desired hedge ratio

Other relevant factors

Allocation of Aggregated Orders and Other Investment Opportunities The Firm considers a number of factors when allocating aggregated orders and other investment opportunities to Client accounts, including the Allocation Factors above. The Firm’s Compliance Department and/or Conflicts Committee oversees adherence to the Firm’s allocation policies and reviews exceptions as appropriate. For example, when a Client is in its investment or ramp-up phase (i.e., when it has, relative to its portfolio, a significant amount of capital (whether drawn or undrawn) or available leverage that has not been deployed or if it has a fixed investment period) is seeking to rebalance its portfolio or has received a capital infusion or withdrawal request, preference may be given to that Client (including Clients with substantial investments by partners, principals, employees and other affiliates, which, to the extent such Client does not receive capital from third parties, may persist for an indefinite period of time), so that it reaches its desired position in a timely manner. Clients may also employ different securities or different amounts of the same securities as a hedge depending upon availability of securities, timing of investments, risk tolerances and other factors the Firm considers relevant. The Firm may weight these factors and other factors deemed relevant differently for each Client and, therefore Client portfolios may hold differing proportional amounts of investments. In this regard, Clients may not participate in each aggregated transaction on a pro rata basis if the Firm determines that to do so would not be in the best interests of each participating Client. The Firm strives to provide all Clients with meaningful

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The Firm may execute Client transactions with prime brokers that sponsor events, meetings or other communications between potential investors and the Firm and its affiliates. These capital introduction services are provided incidental to other brokerage services. The Firm and its affiliates are not compelled to engage broker-dealers that sponsor these capital introduction programs in order to be included at these events. However, these capital introduction events are typically sponsored by prime brokers that provide necessary services to the Funds, and they may create the appearance of using the execution services or prime brokerage services of these broker-dealers in order to be invited to their capital introduction programs. The Firm does not cause Clients to execute transactions or pay higher commissions or other transaction costs in connection with these programs or services (although Clients will not necessarily pay the lowest possible commission when executing transactions through these brokerdealers—please see Item 12 above for additional information). However, the Firm does pay to attend certain conferences, seminars and other events that are attended by prospective investors but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates may introduce us to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients. In addition, certain counterparties, including affiliates of broker-dealers, have established exclusive and non-exclusive platforms to allow their clients and customers to invest in the Funds directly or through feeder funds and other vehicles. These platforms are described in greater detail in Item 6 and in Item 12 above. The Firm pays platform sponsors out of its own assets. In addition, the Firm has an arrangement with a platform sponsor whereby such sponsor is paid an annual

product access payment from the Firm and an investment vehicle (and therefore its investors) placed by the sponsor in its investment menu for access to its clients and advisors. The Firm enters into solicitation agreements pursuant to which it compensates third-parties for client referrals that result in the provision of investment advisory services by the Firm, including compensation in the form of a percentage of introduced capital. Such compensation is paid pursuant to a written agreement with the solicitor in accordance with applicable rules under the Advisers Act and any applicable laws and regulations. The Firm bears the costs of any such compensation and, therefore, such fees do not result in additional charges to any Clients (whether directly or through offset of management fees received by the Firm). In addition, the Firm has in the past and may from time to time in the future engage one or more persons to act as a placement agent for a Client in connection with the offer and sale of interests to potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Client that are subsequently accepted, a percentage of the net asset value of such placement agent’s investors in a Client, or a percentage of the management fee the Firm earns with respect to the placement agent’s investors. Placement agents that solicit investors may pose a conflict of interest because they are compensated in connection with their solicitation activities. If an investor is introduced to a Fund by an intermediary placement agent, the investor will be informed of any fees payable by the applicable Fund or the Adviser to the intermediary related to its investment.

Form ADV Part 2 requires investment advisers to disclose legal or disciplinary events involving the Firm or its partners, officers, or principals that are material to your evaluation of the Firm’s advisory business or the integrity of its management. On December 13, 2016, the HCMC, the financial services regulator in Greece, published a press release stating that it had reached a decision that certain Funds, including for which Och-Ziff

Management Europe Limited serves as the investment manager (the “Europe Funds”), violated EU short selling regulations in connection with one transaction in 2014. The HCMC subsequently imposed financial penalties of €324,000 in the aggregate. The Firm notified the HCMC of its decision on behalf of the Europe Funds not to appeal the fine and in return expects to pay a total fine of €260,000 due to a 20% settlement discount. The Firm’s Clients will not bear any cost associated with the fine levied by the HCMC in connection with this matter. The Firm has been subject to disciplinary events that occurred ten or more years prior to the date of the Brochure. Additional information regarding such matters will be provided to investors or prospective investors upon request.

Generally, the Firm reviews daily Client portfolios. The Firm reviews quarterly certain Client portfolios, including real estate Fund portfolios. This review is carried out by Firm portfolio managers and investment professionals. The Firm performs daily transaction-level reviews to verify the accuracy of entries in Client accounts. The Firm typically provides Fund investors with monthly transparency reports and statements indicating the current market value of their interests. The Firm also provides monthly and quarterly letters to investors in certain Funds as well as month-to-date performance data for certain Funds, which is provided on a weekly basis. For real estate Funds, the Firm provides investors with quarterly investment reports on each portfolio investment in the Fund. For Affiliated CLOs, any Affiliated CBO and Affiliated Securitizations, an independent custodian or administrator is responsible for preparing periodic reports and distributing them to investors. Upon request, the Firm would provide SMA investors with reporting of their accounts as needed and in a manner consistent with governing rules and regulations.

In connection with the management of investments for Clients, the Firm has custody of certain Client funds, securities and other assets. Where applicable, the Firm maintains Client assets with qualified custodians, such as U.S. banks, U.S. registered broker-dealers, U.S. futures commission merchants (limited to holding client funds and security futures and any other securities incidental to client futures transactions), and certain foreign financial institutions that customarily hold customer assets and that segregate customer assets from its own assets. As discussed in Item 13, the Firm prepares periodic supplemental reports for investors. Any supplemental reports should be carefully reviewed and compared against statements received directly from any custodian, to the extent an account contains the types of securities that would be held with a custodian. For each Fund managed by the Firm, Sculptor obtains and distributes annual audited financial statements to investors within the required timeframe for each such pooled investment vehicle to comply with applicable custody rules. Such audited financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles by an accountant that is registered with, and regularly examined by, the Public Company Accounting Oversight Board. Please refer to Item 8 for a discussion of the unique risks associated with custodial practices involving Digital Assets.

The Firm generally receives and exercises discretionary authority to manage investments on behalf of Clients, although it can also sometimes provide advice to Clients on a non-discretionary basis. Clients may also direct the Firm to use a particular broker-dealer or broker-dealers. SMAs will be opened solely in the Firm’s discretion and may be subject to minimum investment amounts. As noted in Item 4 above, SMAs may impose limitations on this discretion with respect to: (1) the specific types of investments or asset classes that the Firm will or will not purchase for their account; (2) the nature of the issuers of investments that the Firm will or will not purchase for their account; (3) the risk profile of instruments the Firm will or will not purchase for their account; or (4) the risk profile of the account as a whole. In limited cases, certain Clients retain consent rights over their investments. The Firm typically assumes discretionary authority through a power of attorney or contract provision granted or entered into by a Client, or through the constituent documents of a Fund.

The Firm has adopted proxy voting policies and procedures (the “Proxy Policies”). Under the Proxy Policies, the general practice is to vote proxy proposals or resolutions relating to Client securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of Clients. In determining how to vote proxies, the Firm typically considers a combination of the following factors: (1) the impact on the value of the securities; (2) the costs and benefits associated with the proposal; (3) the effect on liquidity; (4) the customary industry and business practices; (5) ESG-related factors; and (6) any other factors deemed relevant. The Firm may vote consistent with management recommendations, with shareholder recommendations, with the recommendation of a proxy voting service, or in any other manner deemed by our investment professionals to be consistent with the Firm’s fiduciary duties. In addition, the Firm can decide not to vote or to abstain when the Firm believes doing so is in the best interests of Clients. Furthermore, under the Proxy Policies, the Firm may opt to not vote proxies issued by companies if Clients no longer have any economic exposure to the issuer of the proxy. The Firm has also adopted proxy voting procedures pursuant to which an investment professional is required to conduct a case-by-case review and analysis before making a decision about matters that directly affect ESG issues. As detailed in the Proxy Policies, however, decision-making in the proxy voting context is a combination of all relevant economic and non-economic considerations rather than based solely on ESG considerations, consistent with the Firm’s fiduciary duties and Clients’ investment mandates. The Firm has created an internal Conflicts Committee (described in Item 11 above) composed of representatives of the Legal and Compliance Departments, as well as senior executives and other employees of Sculptor, as needed, which receives an annual presentation on proxy voting activities and adherence to the Proxy Policies. If the Firm (or one of its partners or principals) has a conflict

with respect to a proxy, the Proxy Policies require that the Firm refer the determination of how to vote the proxy to its internal Conflicts Committee for review and resolution. The Firm does not permit Clients to direct how it will vote on specific proxies.

Form ADV Part 2A requires investment advisers such as Sculptor to disclose any financial condition reasonably likely to impair its ability to meet contractual commitments to clients. The Adviser has no information to report that is applicable to this Item 18.