Solel Partners LP

Solel Partners LP, a Delaware limited partnership (“Solel,” or the “Investment Adviser”), provides investment advisory services to private investment funds (collectively, the “Funds” and each a “Fund”) that are not registered as investment companies under the Investment Company Act of 1940, as amended, and the securities of which are not registered under the Securities Act of 1933, as amended. Solel Capital Partners GP, LLC, a limited liability company formed under the laws of the State of Delaware (the “General Partner”), serves as the general partner of certain of the Funds. Solel and the General Partner were founded in 2018 and 2019, respectively, and are headquartered in Boston, Massachusetts. Craig Peskin and Peter Fleiss (together, the “Managing Partners”) are the owners and managing partners of Solel and are responsible for establishing overall investment strategy, sizing of positions and risk management for the portfolios of its managed funds. Solel manages private investment funds that operate in a master-feeder structure (the “Solel Capital Partners Funds”). The Solel Capital Partners Funds include Solel Capital Partners, LP (“Onshore Fund”) and Solel Capital Partners (Offshore), L.P. (“Offshore Fund”), which are feeder funds that generally invest their assets through Solel Capital Partners Master Fund, L.P. (“Master Fund”). The investment objective of the Solel Capital Partners Funds is to compound capital over the long term and generate superior riskadjusted returns. Solel will seek to achieve such investment objective by investing globally and across asset classes, with particular emphasis on consumer and retail, financials, business services, real estate and certain areas of technology and healthcare, as described more fully below in Item 8 and in the applicable Fund’s confidential offering memorandum, limited partnership agreement and/or related offering documents (collectively, the “Confidential Offering Materials”). Solel provides investment advice directly to the Funds and not to the Funds’ individual investors. Any investment restrictions for a particular Fund are established and set forth in its Confidential Offering Materials. Solel and the Master Fund are registered with the Securities and Exchange Board of India. The principal owners of Solel are Peter Fleiss and Craig Peskin. As of December 31, 2025, Solel has discretionary regulatory assets under management of $1,238,398,928. Solel does not manage any assets on a non-discretionary basis.

Solel receives asset-based fees (“Management Fees”) from certain Funds, and the General Partner receives performance-based profit allocations (“Profit Allocation”) from certain Funds. The terms and amounts of the Management Fee and Profit Allocation are not negotiable by investors in the Funds, although the General Partner and Investment Adviser reserve the right to waive or modify the Management Fee and Profit Allocation for particular investors, and it is expected that employees and their family members and other internal capital will not be subject to such fees. In addition, the General Partner may in the future authorize the creation of additional classes of limited partners in any of the Funds with differing fees. The fees and expenses with respect to each Fund are described in detail in the applicable Fund’s Confidential Offering Materials. The descriptions below are brief summaries and are qualified in their entirety by such Confidential Offering Materials. With respect to the Solel Capital Partners Funds, Solel receives a monthly Management Fee paid in advance as of the first calendar day of each calendar month, and the General Partner is entitled to an annual Profit Allocation generally based on the net capital appreciation in an investor’s capital account in excess of a non-cumulative specified hurdle rate and subject to a modified high-water mark structure. As described in fuller detail in each Fund’s Confidential Offering Materials, each Fund bears its own operational expenses, which may include, but are not limited to, (i) the Management Fee (if applicable); (ii) the fee paid to the Fund’s administrator; (iii) accounting and tax preparation expenses; (iv) research expenses and other expenses related to the investment process; (v) transaction fees and costs in connection with investing and trading, including brokerage commissions (including options and futures trades), spreads, mark-ups on securities, swaps and forwards, short borrowings and dividends, currency and other hedging costs, interest expenses in respect of margin accounts, repurchase agreements and other financing expenses and other similar costs and expenses; (vi) the cost of insurance benefitting the Funds, the General Partner and Solel; (vii) legal and regulatory compliance expenses related to the Funds and their operations; (viii) ongoing offering expenses; (ix) filing fees and expenses; (x) expenses related to the Advisory Committee; (xi) extraordinary expenses (e.g., litigation costs and indemnification obligations); (xii) any expenses relating to the winding down of the Funds; and (xiii) any other expenses related to the Funds’ ongoing operation. The Funds also bear their own organizational expenses and the organizational and operating expenses of any subsidiary funds or acquisition vehicles they establish. Solel may in its discretion allocate specific expenses to a Fund or a specific investor if it deems it fair and equitable to the Funds and their investors. Solel may pay or advance certain expenses of a Fund, subject to later reimbursement. Any expenses incurred for the benefit of more than one Fund shall be allocated among the Funds in such manner as Solel considers fair and equitable, which may, among other things, include the following allocation methods: (i) a pro rata basis based on assets under management or (ii) relative benefit. Alternatively, in certain circumstances, as determined by Solel, expenses attributable to a particular investment may be allocated according to each Fund’s allocable portion of such investment. When using the pro rata methodology, the percentage used shall reflect the aggregate main account value of active investors less any un-expensed management fees. Additional information about matters addressed in Item 5 can be found below in Item 6 (PerformanceBased Fees and Side-by-Side Management”), Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”), Item 12 (“Brokerage Practices”) and in the Confidential Offering Materials.

Solel’s investment process involves deep research and fundamental analysis to assess intrinsic value. Solel generally employs a value-oriented approach, defined as searching globally for attractive assets that, in Solel’s view, trade at a material discount to a growing intrinsic value and/or offer a hard catalyst to close that discount. Solel invests globally, opportunistically and across asset classes, with particular emphasis on industries it knows well, including consumer and retail, financials, business services, real estate and certain areas of technology and healthcare, but may invest in other sectors as well. Solel seeks to capitalize on its deep industry knowledge and long-term orientation to take advantage of market dislocations. Opportunities may generally result from significant corporate developments whether legal, regulatory, transactional, leadership changes or earnings related, and also may arise from macro or geopolitical concerns. In addition to investing in companies that it believes will grow over the long term, Solel may also invest in shorterterm, event-driven situations, where it has identified a security trading at a discount and believes that there will be a hard catalyst in the future to close the discount. Solel intends to pursue this investment strategy as long as such strategy is in accord with a Fund’s investment objective. In addition, it may also formulate and implement new strategies to carry out the investment objective of the Funds. While the Solel Capital Partners Funds generally invest primarily in global equities and to a lesser extent global distressed credit, each Solel Capital Partners Fund has broad and flexible investment authority. Accordingly, a Solel Capital Partners Fund’s investments may at any time include, but will not be limited to, long or short positions in U.S. or non-U.S. publicly traded common stocks, preferred stocks, stock warrants and rights, exchange traded funds, interests in master limited partnerships, convertible securities, American and global depository receipts, foreign exchange deliverable and non-deliverable forward contracts, spot foreign exchange, swaps, options (purchased or written), credit-linked notes, futures contracts, restricted securities, high-yield debt, loans and bank debt, distressed debt securities, “new issues,” debt and equity indices, U.S. government obligations and securities, other forward contracts, other derivative instruments, money market funds and other “over-the-counter” instruments, special purpose acquisition companies, partnership interests and other securities or financial instruments; including those of private companies. Investing in securities involves risk of loss that the Funds’ investors should be prepared to bear. The following is a summary of some of the material risks associated with the strategies expected to account for a significant portion of the Funds’ investments. This summary does not attempt to describe all of the risks associated with an investment in any of the Funds or to provide a complete description of the individual risks referenced. Although no summary can fully describe all of the risks associated with an investment, each Fund’s Confidential Offering Materials contain a more complete description of the risks associated with an investment in such Fund. There can be no assurance that a Fund’s investment objectives will be achieved, and each investor must be prepared to bear risks, including the risk of loss of all, or substantially all, of its investment in the Fund. The Funds are not a complete investment program and should represent only a portion of an investor’s portfolio management strategy. • Judgment; Uncertainties; Analysis: The individual judgment and discretion of Solel’s personnel are fundamental to the implementation of its strategies. The success of the investment strategy that the

Funds will pursue depends upon Solel’s ability to identify and take long positions in respect of securities that are undervalued and identify and take short positions in respect of positions that are overvalued. The identification of investment opportunities in the implementation of a long/short investment strategy is subject to uncertainties. • Market Risks in General: The Investment Adviser’s strategies are subject to certain market risks, including, but not limited to, directional price movements, deviations from historical pricing relationships, changes in the regulatory environment and changes in market volatility. Certain strategies to be employed by the Investment Adviser have from time to time incurred sudden and dramatic losses as a result of such market events. In addition, a downturn or contraction in the economy, in the capital markets, in the banking sector or in certain industries or geographic regions thereof, may restrict the availability of suitable investment opportunities for Funds and/or the opportunity to liquidate any such investments, each of which could prevent the Funds from meeting their investment objectives. Any economic downturn or contraction could also result in the diminution or loss of the investments made by the Funds. The particular or general types of market conditions in which a Fund may incur losses or experience unexpected performance volatility cannot be predicted, and a Fund may materially underperform other investment funds with substantially similar investment objectives and approaches. The prices of the Funds’ investments can be highly volatile and may have extreme reactions to changes in interest rates, changing supply and demand relationships, trade, fiscal, monetary, and exchange control programs and governmental policies, and national and international political and economic events and policies. In addition, the expanded influence of social media platforms on the market, combined with the access to costless retail brokerage can exacerbate the volatility of particular issuers. Such changes may fundamentally change the trading or investment conditions underlying the Solel analysis on which the Funds relied when making an investment and may therefore result in losses. Price volatility also may result in a “margin call” on the Funds, requiring the Funds to post additional collateral to a broker or even result in the forced liquidation of an asset, causing losses to the Fund. • Event Driven Investing: Solel’s investment strategy includes pursuing investments in issuers involved in, or the target of, acquisition attempts or tender offers or issuers involved in work outs, liquidations, spin-offs, reorganizations, asset sales, changes in control, distributions, bankruptcies and similar transactions. The Funds may make certain investments in anticipation of such events. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, will take considerable time, or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, a Fund may be required to sell its investment at a loss. • General Sector Risks: Solel focuses on consumer and retail, financials, business services, real estate and certain areas of technology and healthcare. Investments in the foregoing sectors are subject to specific risks associated with such sectors described in the Funds’ Confidential Offering Materials. The Funds’ investments in sectors other than the foregoing sectors will be subject to risks associated with such other sectors. • Concentration; Lack of Diversification Requirements: The Funds will generally concentrate a majority of the portfolio in a limited number of equity, equity-related, and other instruments. The equity markets are speculative and highly issuer-specific. In addition, the Funds are not subject to formal

diversification requirements as to the percentage of the Fund’s assets that may be invested in any particular country, sector, asset class, issuer, instrument, market or strategy. With such concentration and lack of diversification, losses incurred in a single position or a limited group of positions will likely have a material adverse effect on the Funds’ overall financial condition that might otherwise be mitigated with a more diversified portfolio. • Directional Investment: Many of the positions that will be taken by the Funds will be designed to profit from forecasting absolute price movements in a particular instrument. Predicting future prices is inherently uncertain and the losses incurred, if the market moves against a position or sector, will often not be hedged. The speculative aspect of attempting to predict absolute price movements is generally perceived to exceed that involved in attempting to predict relative price fluctuations. • Liquidity of Investments: The Funds may from time to time invest in restricted, as well as thinly traded, instruments and securities, including privately placed securities and instruments. There may be no trading market for these securities and instruments, and the Funds might only be able to liquidate these positions, if at all, at disadvantageous prices. As a result, the Funds may be required to hold such securities despite adverse price movements. In addition, if the Funds make a short sale of an illiquid security or instrument, it may have difficulty in covering the short sale, resulting in a potentially unlimited loss on that position. • Short Selling: Short selling (i.e., borrowing and selling a security with the intent of replacing it later at lower cost) creates the risk of a theoretically unlimited loss, since the potential increase in the replacement cost of the security is not limited. In addition, the timing of closing a short sale may not be in Solel’s control as there can be no assurance that the Solel Capital Partners Funds will be able to borrow the securities for the planned duration of the trade, or that securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Closing out a short position in an illiquid market, or being forced to purchase replacement securities, can increase the Solel Capital Partners Funds’ risk of loss on a short sale. • Reliance on Others: Solel will rely on the financial information made available by the issuers in which the Funds will invest and on information obtained from other third-party research service providers. In addition, Solel may engage and retain strategic advisors, consultants, senior advisors and other similar professionals to provide research information. Solel has no ability to independently verify such information and is dependent upon the integrity of the management of these issuers and the financial reporting process in general, as well as the reliability of other research service providers of information. • Governmental Intervention; Market Disruptions: Global financial markets have in prior years gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, and typically has been unclear in scope and application, resulting in confusion and uncertainty which, in itself, has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Market disruptions may from time to time cause dramatic losses for the Funds, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. The Funds may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it

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Solel’s clients are the Funds to which it provides investment management and administrative services. Investors in the Funds may consist of U.S. and non-U.S. institutional investors, charitable foundations, endowments, pension plans, funds of funds, private or family-owned investment entities, trusts and individuals. Investors in the Funds must meet certain qualification requirements under applicable federal securities and commodities laws as set forth in each Fund’s Confidential Offering Materials. The Solel Capital Partners Funds’ stated minimum initial investment is $10,000,000. Minimum investment amounts may be waived by the General Partner in certain circumstances and do not apply to investors who are Solel employees, affiliates, family members and similar parties.

Solel Capital Partners Funds As described in Item 5, the General Partner will receive performance-based Profit Allocations in accordance with the terms of the relevant Confidential Offering Materials. Profit Allocations are computed and charged in accordance with Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and Rule 205-3 (including the client qualification provision) promulgated under the Advisers Act. Investors should note that (i) the fact that the Profit Allocation is allocated only in respect of net capital appreciation may create an incentive for Solel to make investments that are riskier or more speculative than would be the case if the General Partner were compensated solely based on a flat percentage of assets under management and (ii) the General Partner may receive increased allocations because the Profit Allocation is calculated on a basis that includes unrealized appreciation as well as realized gains. If the General Partner receives a Profit Allocation in any year and a capital account subsequently suffers a net loss, the General Partner is entitled to retain any and all Profit Allocations previously allocated to it in respect of such capital account notwithstanding such net loss. Because each Fund is subject to a Profit Allocation as described in Item 5, Solel does not face the potential conflicts that may arise from differing fee arrangements among clients. The Solel Capital Partners Funds currently invest through a “master-feeder” structure. Certain conflicts of interest in managing the Master Fund portfolio may exist due to differing tax and other considerations applicable to investors in each Solel Capital Partners Fund. These considerations may cause the Master Fund to structure or dispose of particular investments in a manner that is more advantageous to one Solel Capital Partners Fund than to another Solel Capital Partners Fund. In any event, notwithstanding the masterfeeder structure, the Solel Capital Partners Funds have the authority to transact in the same or similar securities at different times, different prices, different rates and different sizes, via different trading venues and partners, in different execution environments, and/or in a different form. To mitigate such conflicts, Solel has adopted investment allocation policies and procedures to provide for fair and equitable allocation of investments and trades among the Solel Capital Partners Funds. Solel has also established an Advisory Committee with a majority of independent members with responsibility for monitoring conflicts of the kind set forth above, among others. The General Partner, in its sole discretion, may waive or reduce all or a portion of the Profit Allocation allocable in respect of any investor, including but not limited to Solel’s employees. Additional information about matters addressed in Item 6 can be found in Item 11 (“Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”) and in the Confidential Offering Materials.

Solel and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest. Neither Solel, nor any of its management personnel, is registered, or has an application pending to register, as a broker-dealer or registered representative of a broker-dealer. The General Partner has claimed an exemption from registration with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator provided by CFTC Rule 4.13(a)(3), and Solel relies on an exemption from registration with the CFTC as a commodity trading adviser provided by CFTC Rule 4.14. Solel does not recommend or select other investment advisers for clients for compensation.

Code of Ethics Solel has adopted a Code of Ethics (the “Code”) consistent with the requirements of Rule 204A-1, which, among other things, (i) sets forth the standards of professional conduct for its employees; (ii) governs the personal securities transactions of its employees; (iii) governs the treatment, and forbids the misuse of, material nonpublic information by its employees; and (iv) requires all supervised persons to report any violations of the Code to Solel’s Chief Compliance Officer. Solel will make a copy of the Code available to any investor or potential investor upon request. Participation or Interest in Client Transactions The Managing Partners have invested substantial capital in the Funds and collectively represent the largest investor in the aggregate capital of the Funds. These investments are concentrated in the Fund that is organized as a Delaware partnership for U.S. taxable investors and in the General Partner’s investment in the Master Fund. The General Partner, Managing Partners and Solel employees are not charged a Management Fee or Profit Allocation and are subject to differing policies on minimum subscription amounts and withdrawal terms than are generally applicable to investors in the Funds. Conflicts Regarding Personal Account Trading The Managing Partners and employees of Solel may trade certain securities and derivatives for their personal accounts. Personal account trading by such persons is subject to internal compliance policies and procedures that place certain restrictions and/or limitations on personal securities trades, including preapproval of many types of personal securities transactions and regular disclosure to Solel of personal securities holdings and transactions. Solel has established policies and procedures to monitor and resolve conflicts with respect to personal securities transactions to ensure that any such transactions are not intended to violate Solel’s fiduciary obligations to the Funds. Solel’s policies and procedures are designed to ensure that at the time of approval, any personal securities transactions, and activities and interests of Solel’s personnel will not interfere with the ability of Solel to make decisions in the best interests of the Funds. The records of such trading will not be made available to Limited Partners for inspection. Related Party Transactions, Cross Transactions and Principal Transactions Section 206(3) of the Advisers Act provides that it is unlawful for any investment adviser, directly or indirectly “acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction.” Transactions subject to the foregoing requirements are sometimes referred to as “principal trades.” The Funds have and may in the future enter into co-investments and transactions in which Solel and/or an affiliate participates or has a significant economic interest. Such related party transactions may be principal trades or any other transactions involving conflicts of interest between the Funds, on the one hand, and

Solel, the General Partner and any of their affiliates on the other. Solel may, to the extent permitted under applicable law, effect client cross-transactions where Solel causes a transaction to be effected between a Fund and another account advised by Solel or any of its affiliates (including another Fund). Pursuant to the Confidential Offering Materials, Fund investors will acknowledge and agree that if a transaction is subject to the disclosure and consent requirements of Section 206(3) of the Advisers Act, such requirements will be satisfied with respect to the Funds if disclosure is given to, and consent obtained from, the Advisory Committee or such other independent representative appointed by the Advisory Committee with the consent of Solel. Solel may also seek the consent of the Advisory Committee to any other transactions or arrangements involving conflicts of interest between the Funds, on the one hand, and Solel, the General Partner and any of their affiliates on the other. Allocation of Investment Opportunities The General Partner and the Investment Adviser currently sponsor, manage and advise the Funds and may in the future sponsor, manage or advise other accounts in the form of other privately offered funds, investment vehicles or separately managed accounts (each an “Other Account”). The Investment Adviser may have financial incentives to favor a Fund or certain Other Accounts over others. As such, there may be a conflict of interest in the allocation of certain investment opportunities among the Funds. Whenever the Investment Adviser manages or advises additional accounts, the Investment Adviser will seek to allocate orders and investment opportunities in a manner that it believes is fair and equitable. Such allocations will be made among accounts based on the Investment Manager’s consideration of factors relevant to each account, as specified in each Fund’s Confidential Offering Materials. Solel has policies and procedures that address investment and trade allocations.

Solel is authorized to determine the broker or dealer to be used for each securities transaction on behalf of the Funds. In selecting brokers and determining commission rates, Solel complies with best execution requirements. In selecting brokers for the Funds, Solel considers such factors as: price; quality of execution and settlement; accurate and timely execution, clearance and error/dispute resolution; reputation, financial strength and stability; block trading and block position capabilities; willingness to execute difficult transactions and manage market impact and trading costs; access to underwritten offerings in primary and secondary markets; overall costs of a trade (i.e., net price paid or received) including commissions, markups, mark-downs or spreads in the context of Solel’s knowledge of negotiated commission rates currently available and other current transaction costs; desired timing of the transaction and size of trade; confidentiality of trading activity; clear and timely communication of market and trading activity; market news and any applicable position updates; reputation; infrastructure; reliability; the receipt and quality of brokerage or research services; outsourced trading services and other value-added services and factors deemed appropriate by Solel. Solel assumes no responsibility for the actions or omissions of any broker or dealer selected by Solel in accordance with its standard of care. Solel may select one or more brokers to perform outsourced trading services (“Trade Services Broker”) on behalf of Solel. The Trade Services Broker will place and manage certain orders as designated by Solel. The Trade Services Broker receives compensation, usually in the form of commissions or basis points, for this service. These commissions or basis points are in addition to those of executing brokers. Using a Trade Services Broker in this manner may reduce the employee costs of Solel and may result in an increase in commission or basis point costs to the Fund(s), which Solel believes are reasonable considering the value of the outsourced trading services. Solel pays bundled commission rates and receives research and brokerage provided by many of its executing brokers, prime brokers (subject to applicable rules), and in some cases, through its Trade Services Broker. Solel need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Commission rates are generally negotiable, and selecting brokers on the basis of considerations that are not limited to commission rates may result in higher transaction costs than would otherwise be obtainable. Brokers may provide research and brokerage services directly or by paying service providers engaged by Solel. In addition, Solel may, subject to its best execution policy, trade with certain brokers primarily in consideration for providing research services. In any such case Solel will determine in good faith that the amount of commissions charged is reasonable in relation to the value of the brokerage and research products or services provided by the broker. Section 28(e) of the Exchange Act provides a “safe harbor” to Investment Advisers who use “soft dollars,” i.e., commissions generated by their advised accounts to obtain investment research and brokerage services from companies that provide lawful and appropriate assistance to the manager in connection with the investment decision-making process. Solel will only enter into arrangements under which it receives products and services in exchange for soft dollars where it reasonably believes that the arrangements fall within the safe harbor of Section 28(e). Where a product or service provided has both “eligible” uses under Section 28(e), i.e., uses related to Solel’s investment decision-making process, but also has other uses, Solel will make a reasonable allocation between the eligible and non-eligible uses and use soft dollars only for the eligible portion. In addition to any soft dollar arrangements that Solel enters into with brokers, brokers may provide certain research or other products or services to all of their customers, including Solel, without being requested to do so. Solel may take advantage of the products or services provided rather than producing them or paying

for them from another provider. Similarly, Solel may accept investor referrals from brokers in appropriate circumstances. In these situations, Solel receives a benefit because it does not have to pay for the products or services, such as research, or because it will potentially receive additional compensation if a Fund accepts new investments. Additional information about matters addressed in Item 12 can be found in the Confidential Offering Materials.

Neither Solel, nor any of its related persons, compensates any person who is not a supervised person of Solel for client referrals to Solel. However, as discussed above in Item 12, Solel may consider capital introduction opportunities in its selection of brokers, subject always to Solel’s obligation to seek best execution for transactions of the Funds. Furthermore, when required under the laws of the jurisdiction where the investor is located, Solel may cause a Fund to engage for nominal consideration an entity registered with the appropriate authority of the local jurisdiction to provide certain administrative services in respect of an investment. Neither Solel nor any of its related persons receives an economic benefit from any other person for providing investment advice or any other advisory services to Solel’s clients.

Solel is required to disclose material facts regarding any legal or disciplinary events that would be material to a client, or prospective client’s, evaluation of its business or the integrity of its management. Solel has no such legal or disciplinary events to disclose.

The Funds’ investment portfolios are reviewed and monitored by the Managing Partners and the Chief Financial Officer on an ongoing basis. Information provided for this review sets forth the Funds’ exposures by sector, instrument, market capitalization and geographic region, as well as information regarding the Funds’ leverage, credit exposures and performance. In addition, Solel’s operations and investment professionals meet on a regular basis to discuss specific positions in, and potential investments for, the Funds. Directly, or through a third-party administrator, Solel will make the written reports and the information described below available to all continuing investors in the Funds: • • •

Monthly unaudited account statements; Schedule K-1 (where applicable) as soon as practicable after the fiscal year-end; and Audited Fund financial statements.

In addition, due to legal and/or regulatory constraints that must be followed by some of Solel’s investors and/or the specific needs and requests by certain investors, Solel may agree to provide certain investors (or their designated third-party) more frequent reports and/or certain other reports than those described above.

Solel does not maintain direct custody or possession of any of the Funds’ assets, but Solel is deemed to have custody of Clients’ funds in its legal capacity as a related person to the General Partner. Solel is subject to Rule 206(4)-2 under the Advisers Act (often referred to as the “Custody Rule”). Accordingly, Solel has engaged an independent accounting firm registered with, and subject to inspection by, the Public Company Oversight Board to perform an annual audit of each Fund. In addition, Solel also distributes audited financial statements prepared in accordance with U.S. GAAP to investors within 120 days of each Fund’s fiscal year end. In addition, Solel has engaged “qualified custodians” (as defined in the Custody Rule) to hold the assets of the Funds that must be held with a qualified custodian pursuant to the Custody Rule. These qualified custodians do not send statements to investors in the Funds.

Solel manages the Funds on a fully discretionary basis. Solel’s discretionary authority derives from investment management contracts between Solel and the Funds. Solel’s discretionary authority includes managing the Funds’ assets consistent with the Funds’ investment objectives and restrictions, with authority to determine the securities to be bought or sold, the amount of securities to be bought and sold and to determine the broker-dealers (and related commission rates) to be used. The Funds typically place no restrictions on Solel’s authority; however, the investment strategy of each of the Funds is subject to certain guidelines, such as limiting the Funds’ exposure to investments in instruments that are not traded publicly, including, but not limited to, privately held companies or other instruments that are subject to significant liquidity restrictions. Additional information about matters addressed in Item 16 can be found in the Confidential Offering Materials.

Solel has discretion over the Funds’ exercise of voting rights with respect to securities they hold. Solel endeavors to obtain and review each proxy solicitation to determine if the Funds have an interest in the outcome of the vote in question and how a vote may be in furtherance of such interest. Though outside advisors or other service providers may be retained to act as voting agent, to provide analysis of issuer and shareholder proposals, and to provide voting guidelines for reference, Solel generally does not delegate the proxy voting decision to, or defer to the recommendation of, outside advisors or other service providers. In certain cases, an abstention or non-vote may be determined to be appropriate or in the best interest of the Funds. From time to time, conflicts of interest may arise in connection with the voting of proxies. Solel’s policy requires that personnel who become aware of such a conflict notify the Chief Compliance Officer, and that the conflict be addressed and resolved by senior management of Solel. Solel will make available information concerning how Solel exercised voting rights as well as a copy of Solel proxy voting policies and procedures. Please direct such inquiries to proxy-votingrequest@solelpartners.com.

Solel has never filed for bankruptcy and is not aware of any financial condition that would affect its ability to manage the Funds or be material in an investor’s decision-making process about investing with Solel.

ITEM 19 REQUIREMENTS FOR STATE-REGISTERED ADVISERS