Tensile Capital Management LP

A. Tensile Capital Management LP, a Delaware limited partnership headquartered in Larkspur, California, (the “Registrant”) serves as the investment adviser to certain pooled investment vehicles including, without limitation: Tensile Capital Partners LP (the “Onshore Fund”), Tensile Capital Partners Offshore Fund Ltd (the “Offshore Fund”) and Tensile Capital Partners Master Fund LP (the “Master Fund”). The “Main Fund” refers to one or more of the Onshore Fund, the Offshore Fund, the Master Fund and alternative investment vehicles as described in the Master Fund’s governing documents. In addition, the Registrant or its affiliates, in their sole discretion, established dedicated co-investment vehicles in order to facilitate co-investments for specific investors alongside the Main Fund in one or more investment opportunities where the Main Fund’s General Partner determines that the amount of the available investment opportunity exceeds the amount appropriate for the Main Fund or that any investor in the Main Fund will not participate in the investment due to certain limitations set forth in the Main Fund’s governing documents (such vehicles, the “Co-Investment Vehicles,” and together with the Main Funds, the “Clients,” and each individually, a “Client”). Each of the Clients is exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(7) thereof. Interests in the Clients are privately offered only to investors that are “qualified purchasers” as defined in the Investment Company Act. Certain entities that are affiliated with the Registrant serve as general partners to the Clients (each, a “General Partner”). For purposes of this brochure, the Registrant refers to Tensile Capital Management LP, together with, where the context permits, the General Partners and other affiliates that provide advisory services to, or receive fees or performance compensation from, the Clients. In certain cases, the Registrant is entitled to receive performance compensation from its Clients, as discussed further in Item 6. Mr. Douglas J. Dossey and Mr. Arthur C. Young (each a “Managing Partner”) founded the Registrant in July 2012. Together, Messrs. Dossey and Young have beneficial ownership of the Registrant that exceeds 75%. The owners and officers of the Registrant are set forth on Schedule A of Part 1A of the Registrant’s Form ADV. B. The Registrant provides discretionary investment advisory services to certain Clients. The Clients’ investment strategy is to achieve capital appreciation through long-term investing in a concentrated portfolio of undervalued publicly traded securities and/or select private investments. The Clients engage in the purchase and sale of a broad range of investment interests and securities. Securities traded generally include but are not limited to: equity, equity-related, hybrid and credit securities that are traded publicly and privately in U.S. and non-U.S. markets, in addition to illiquid securities such as restricted securities of public and private companies. Clients also have in the past and may in the future invest in preferred stocks, convertible securities, warrants, rights, options (including covered and

uncovered puts and calls and over-the-counter options), swaps and other derivative instruments, bonds and other fixed income securities, non-U.S. currencies, futures, options on futures, other commodity interests and money market instruments. The Clients also engage in short-selling, hedging, and other investment strategies. The Registrant provides investment advisory services to each Client in accordance with the governing documents of such Client or separate investment and advisory agreement or investment management agreement. Investment advice is provided directly to the Clients, subject to the discretion and control of the applicable General Partner, and not individually to the investors in the Clients. Investment restrictions for the Clients, if any, are generally established in the organizational or offering documents of the applicable Client, advisory agreements and/or side letter agreements negotiated with investors in the applicable Client (such documents collectively, a Client’s “governing documents”). C. Certain investors in the Clients participate in both the Registrant’s publicly traded securities strategy and private securities investment strategy, while others pursue only one of those strategies. D. The Registrant does not participate in wrap-fee programs. E. As of December 31, 2025, the Registrant managed approximately $1,796,045,985 in regulatory assets under management on a discretionary basis. The Registrant does not manage Client assets on a non-discretionary basis.

A. The specific manner in which the Registrant charges fees is described in each Client’s governing documents. In exchange for the investment advisory services provided to certain Clients, the Registrant receives from certain investors a management fee (the “Management Fee”). The Management Fee is typically calculated as the sum of a percentage of (i) the net asset value of liquid investments; and (ii) for certain investors, the cost basis of any illiquid investments to which the investor has exposure. Generally, investors bear a Management Fee, payable on a quarterly or semi-annual basis in advance or arrears, depending on the Client’s governing documents. The Management Fee can be waived, rebated, modified, reduced or calculated differently at the sole discretion of the Registrant both voluntarily and on a negotiated basis with selected investors via side letter and other arrangements, which may not be disclosed to other investors in the same Client. Each investor in a fee-paying class of a Client is specifically allocated that portion of the Management Fee attributable to such investor’s capital account or commitment amount, as applicable, to the extent such fee is not waived, in accordance with the Clients’ governing documents. The fee structures described herein may be modified from time to time. Fees differ from one Client to another, as well as among investors in the same Client.

B. The Registrant deducts or otherwise charges fees from the Clients’ assets on an ongoing basis. Typically, as noted above, the Registrant receives Management Fees from the Clients on a quarterly or semi-annual basis. While uncommon, from time to time the Registrant receives cash and non-cash fees relating to the investment activities of a Client and its portfolio companies, specifically directors’ fees and monitoring fees (together with any other fees received from a portfolio company in the future, the “Other Fees”). “Portfolio companies” refers herein to both private and public issuers of securities in which Clients invest, unless the context suggests otherwise. Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies, prospective portfolio companies or investment vehicles (or rights thereto) or otherwise. The Registrant determines the amount and timing of these Other Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of, or lenders to, portfolio companies, and/or third-party co-investors in its transactions. In many cases with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant portfolio company and therefore such fees are not subject to a market check. Although Other Fees are in addition to the Management Fees, the Other Fees will be shared with investors in a Client (either through a reduction of the amount of Management Fees paid by the applicable Client in connection with the receipt of such Other Fees in accordance with the governing documents of the applicable Client or otherwise). Generally, under the terms of the applicable governing documents, for purposes of calculating any Management Fee offset, Other Fees are net of out-of-pocket costs and expenses incurred by the Registrant in connection with consummated or unconsummated transactions or in connection with generating any such fees. C. The Registrant’s Management Fee is also exclusive of brokerage commissions. Please see Item 12 of this Brochure for more information about the Registrant’s brokerage arrangements for its Clients. Each Client bears all costs and expenses of that Client’s operations as set forth in its governing documents. The Registrant bears certain expenses and costs of providing services to the Clients, as well as ordinary overhead expenses, including rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, analytical and support personnel, in accordance with each Client’s governing documents. In addition, the Registrant, from time to time, engages one or more Client administrators or similar service providers to perform certain functions in relation to the Clients, which services may include coordination of the Clients’ legal entity management function, execution and recordkeeping associated with applicable tax elections and filings, support for the valuation process and investor correspondence, investor data management and reporting requests as well as data collection required for various regulatory reporting with which the Clients are required to comply. In certain instances, employees of such service providers dedicate substantially all of their time to the Clients. These expenses related to

such service provider employees are borne by the Clients. In addition, the Clients will bear the expenses of all third-party administrator service providers even if there is some overlap in services performed by such third-party administrator and Registrant personnel. From time to time the Registrant will be required to decide whether certain fees, costs and expenses should be borne by the Registrant, a Client, investors or a subset of investors in a Client and/or a third party (each, an “Allocable Party”) and if so, how such fees, costs and expenses should be allocated among the relevant Allocable Parties. Certain fees, costs and expenses may be the obligation of one particular Allocable Party and may be borne by such Allocable Party, or fees, costs and expenses may be allocated among multiple Allocable Parties. The Registrant allocates fees, costs and expenses in accordance with a Client’s governing documents. To the extent not addressed in a Client’s governing documents, the Registrant will make allocation determinations among Allocable Parties in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation (which such methodologies may include pro rata allocation based on the respective capital commitments of a Client, pro rata allocation based on the respective investment (or anticipated investment) of an Allocable Party in an investment, relative benefit received by an Allocable Party, or such other equitable method as determined by the Registrant in its sole discretion). The Registrant will make any corrective allocations and take any mitigating steps if it determines in its sole discretion that such corrections are necessary or advisable. Notwithstanding the foregoing, the portion of an expense allocated to a Client for a particular service may not reflect the relative benefit derived by such Client from that service in any particular instance, and the Registrant may determine an allocation of expenses to be fair and equitable even where a Client is required to bear more than its proportional share of such fees or expenses relative to other Allocable Parties receiving the same service or participating in the same transaction. When making expense allocation determinations, the Registrant generally will allocate an expense to one or more Allocable Parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocable Parties that were not in existence or otherwise identified as Allocable Parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases the Registrant will not re-allocate the expense to each such future Allocable Party, and such future Allocable Part(ies) will benefit at the expense of other Allocable Parties, including the Clients. To the extent a Co-Investment Vehicle is created to invest alongside the Main Fund, certain expenses (including those related to its organization and formation) and other expenses incurred solely for the benefit of the Co-Investment Vehicle will be borne by the investors in such Co-Investment Vehicle. In addition, a Co-Investment Vehicle will also bear its pro rata portion of expenses incurred in connection with the making of such an investment. Unless the Registrant determines otherwise in its sole discretion or subject to negotiations with a particular co-investor, in general, neither Co-Investment Vehicles nor co-investors will bear any expenses relating to a proposed but not consummated transaction (“Dead Deal Costs”), even if a Co-Investment Vehicle has been formed for the purpose of investing in the proposed transaction or if co-investors have otherwise committed to invest in the

proposed transaction. The Registrant will evaluate the facts and circumstances including, without limitation, timing of the transaction, benefit to the Main Fund to have co-investors participate in a particular transaction and relative negotiating power. The Registrant will have discretion in determining whether a particular allocation among the Main Fund and co-investors or co-investment vehicles is fair and equitable. This discretion creates a potential conflict of interest as it may result in the Main Fund bearing more than its pro rata portion of certain fees, costs and expenses (including Dead Deal Costs). As a result, Dead Deal Costs are generally borne by the Main Fund, which will result in the Main Fund bearing more than its pro rata share of Dead Deal Costs. Dead Deal Costs may include, among other things, legal, accounting, advisory, consulting or other third-party expenses, any travel and travel-related expenses, all fees, costs and expenses of lenders, investment banks and other financing sources in connection with arranging financing for a proposed investment (including commitment fees), any break-up fees, reverse termination fees, topping, termination or other similar fees, costs of negotiating co-investment documentation (including non-disclosure agreements with counterparties), the costs from onboarding (i.e., KYC) investment entities with a financial institution, extraordinary expenses such as litigation costs and judgments and other expenses, and any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated. From time to time, the Main Fund will incur certain ongoing expenses that benefit a CoInvestment Vehicle or co-investor (for instance, insurance premiums). In such instances, these ongoing expenses will be borne solely by the Main Fund and will not be borne by any benefiting Co-Investment Vehicle or co-investor. In addition, the Registrant and its affiliates have discretion to (i) receive performance-based compensation, Management Fees or similar fees from a Co-Investment Vehicle and (ii) collect customary fees in connection with actual or contemplated investments that are the subject to co-investment arrangements. D. Neither the Registrant nor any of its supervised persons accept compensation for the sale of securities or other investment products, including asset-based sales charges or service fees from the sale of mutual funds.

A. The Registrant seeks to make long-term investments in a concentrated portfolio of highconviction ideas that provide asymmetric risk/reward opportunities to generate capital appreciation over three to five years. As a result, the Registrant applies a variety of analytical approaches and research tools in making investing decisions on behalf of its Clients. The investment decisions are based on considerations supported by the fundamental analysis of companies. The Registrant’s due diligence process, which includes both pre-investment diligence and post-investment monitoring, typically includes, but is not limited to, the following: •

review of a business’ historical and projected financial and operating results with a focus on cash flow generation;

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analysis of the industry and a business’ competitors, including the structure of the industry, barriers to entry, competitive behavior, business models, drivers of demand, substitution threats, switching costs, relative cost structure and customer and supplier power and terms;

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interviews with people with knowledge of the company and underlying industry, including management, customers, suppliers, competitors, industry consultants and other relevant parties;

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background checks on key members of the management team and, if necessary, board of directors;

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meetings with the management team and visits to stores, distribution centers, manufacturing plants and/or other facilities;

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review and analysis of any unique risk factors impacting the business, including a legal and regulatory review;

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assessment of corporate governance, as well as management compensation and alignment; and

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engagement of third-party experts or consultants to assist in the due diligence of specific factors related to the business, including operational improvement,

competitive dynamics, technical assessments, appraisals, insurance coverage and environmental compliance. There can be no assurance that the Registrant and its Clients will achieve their investment objectives or that investment strategies employed by the Registrant will be successful. The Registrant’s investment program is speculative and entails substantial risks, including risk of loss of the entire investment, a risk which the investors should be prepared to bear. B. The Clients invest in a broad range of investment instruments, (collectively, “Financial Instruments”), that include, but are not limited to, equity, equity-related, hybrid and credit securities that are traded publicly and privately in U.S. and non-U.S. markets. The Registrant invests a portion of the Clients’ assets in illiquid securities, which generally are restricted securities of public and private companies. The Clients also engage in shortselling, hedging and other investment strategies. Markets for such instruments fluctuate and the market value of any particular investment can vary substantially. C. The investment activity that the Registrant conducts on behalf of its Clients is speculative and volatile and involves substantial risk. Each investment strategy, with the exception of that of a Co-Investment Vehicle focused on a specific issuer, is broad, and allows the Registrant to invest in a broad range of securities and industry sectors and in the securities of companies of all sizes. Below is a discussion of the material risks of significant investment strategies and primary investments of the Clients. For more information about a Client’s risks, please see the governing documents for the particular Client. Projections. A Client will from time to time rely upon projections, forecasts or estimates developed by the Registrant or an issuer of securities in which a Client invests or is considering making an investment concerning such issuer’s future performance and cash flow. Projections, forecasts and estimates are forward-looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond the Registrant’s control. Actual events may differ from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates, market fluctuations, and U.S. and non-U.S. business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for a Client or the issuers of securities in which it invests will not be materially lower than those estimated or targeted. Dependence on Management. A Client’s success depends on the skill and acumen of the General Partner and the Registrant, and its Managing Partners. The Managing Partners expect to be significantly involved with the Registrant, but they may not devote all of their business time to the Clients’ activities and devote a significant amount of time to other activities. If any of the Managing Partners cease to participate in the Clients’ activities, the Clients’ ability to select attractive investments and manage its portfolio could be impaired severely. Further, the Clients cannot assure investors that: (a) it will achieve its investment objectives; (b) its investment strategy will prove successful; or (c) investors will not lose all or a portion of their investment in a Client.

Inside Information. The Registrant (through its representatives or otherwise) may receive information that restricts its ability to cause the Clients to buy or sell securities of a company for substantial periods of time when the Clients otherwise could realize profit or avoid loss. This may adversely affect the Clients’ flexibility in buying or selling securities. Limited Access to Information. The Registrant will provide to investors reports and other information regarding the condition and prospects of a Client and the investments in which it has invested. The Registrant’s duties, obligations, and liability to investors with respect to the content, completeness and accuracy of such information will be determined solely under the operating agreement of the Client. In connection with monitoring a Client’s investments, the Registrant may obtain material information that will not be disclosed to investors, and such information may be material to determining the value of such investments. Such information may be withheld from investors in order to comply with duties to such companies or applicable law, or otherwise to protect the interests of portfolio companies or the Client. In addition, subject to applicable law, the Registrant may agree to provide one or more investors with special rights to additional information about a Client (including portfolio and/or information about investments of the Client). Investment Risks. The markets for the Clients’ investments fluctuate and the market value of any particular investment may vary substantially. In addition, such investments may be issued by unseasoned companies and may be highly speculative. The Clients’ investment portfolios may not generate any income or appreciate in value. The Registrant can never learn all relevant information regarding a company or a security. Further, the Registrant may misinterpret or incorrectly analyze the information that it has about a particular company or security. These and other factors may cause the Registrant to (a) invest in securities at times that will lead to losses and may cause an investor to lose a significant portion of its investment in a Client or (b) refrain from investing in particular securities at times that would have resulted in gains if the Registrant would have caused the Client to invest. Private Equity. Private equity investment involves an extraordinarily high degree of business and financial risk and can result in substantial or complete losses. Many portfolio companies may be operating at a loss or with substantial variations in operating results from period to period. These companies may need substantial additional capital to support expansion or to achieve or maintain competitive positions. These companies may face intense competition, including competition from companies with much greater financial resources, much more extensive development, production, marketing and service capabilities, and a much larger number of qualified managerial and technical personnel. Any such portfolio company may fail. Significant Volatility. The Clients’ investments in illiquid securities and securities of companies with small or mid-sized market capitalizations may involve significant business and financial risk and can result in substantial or complete loss. Even if the securities of such companies are sold publicly, the public trading markets for those securities may be extremely volatile from day to day or from period to period. Additionally, a Client may invest in portfolio companies that experience substantial variation in operating results from

period to period, and the Client’s portfolio may be concentrated in only a few issuers or only a single issuer, depending on the strategy of the Client. Additionally, all of the issuers could be in the same business, industry or geographic region, increasing the volatility and risk of the Client’s portfolio. Valuation. The General Partners and the Registrant determine the value of the Clients’ securities, including thinly traded securities, whether or not a public market exists for securities of the same class or type. When estimating fair value, the General Partners and the Registrant will apply a methodology based on their best judgment that is appropriate in light of the nature, facts and circumstance of the investments. Valuations are subject to multiple levels of review for approval and ensuring that portfolio investments are fairlyvalued is an important focus of the General Partners and the Registrant. However, the process of valuing securities for which reliable market quotations are not available is based on inherent uncertainties and the resulting values may differ from values that would have been determined had an active market existed for such securities and differ from the prices at which such securities may ultimately be sold. Third-party pricing information may at times not be available regarding certain of a Client’s assets. With respect to certain Clients, the exercise of discretion in valuation by the Registrant gives rise to conflicts of interest, as valuations impact the Registrant’s track record, and, if applicable, the Special Profit Allocation for the Client is calculated based, in part, on these valuations. Specifically, if the valuation of any such securities is inaccurate, the General Partner or the Registrant might receive a Special Profit Allocation and a Management Fee that are greater than the allocation and fee to which they would otherwise be entitled. The Registrant may not be able to effectively manage the Clients’ investment portfolios, diversification and other internal guidelines and risks if the Clients’ portfolios are inaccurately valued. Any such inaccuracy could affect investors adversely. Conflicts Between Illiquid Securities and Publicly Traded Securities Portfolios. At times there may be a conflict between the effect of investment decisions for the portfolio comprised of publicly traded securities and the portfolio comprised of illiquid securities, and such conflict may exist within the same Client or otherwise. Because certain investors do not participate in the illiquid securities portfolio, these conflicting outcomes may wind up benefiting one class of investors over another. For example, a Client may participate in a transaction in which a public company is taken private. If a Client holds the publicly traded securities of that company, certain investors with exposure to the publicly traded portfolio would benefit from a higher purchase price, while other investors with exposure to the illiquid portfolio may benefit from a lower purchase price. Investment in Small and Medium Capitalization Companies. Although one or more Clients may invest in companies of all sizes, one or more Clients will invest a portion of its assets in the securities of companies with small to mid-sized market capitalizations, including growth stage companies. While the Registrant believes they often provide significant potential for appreciation, such securities, particularly of companies having smallcapitalization, involve higher risks in some respects than do investments in securities of larger companies. For example, prices of securities of small-capitalization and even mid13

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The Registrant provides portfolio management services to pooled investment vehicles that are exempt from registration under the Investment Company Act. Interests in the Clients are offered pursuant to applicable exemptions from registration under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment

Company Act and are sold exclusively to investors that are “qualified purchasers” as defined in the Investment Company Act. Investors in the Client include, among others, high net worth individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other entities. In general, the Registrant does not have a minimum size for a Client, but minimum investment commitments may be established for investors in a Client; however, the Registrant has the right to waive this minimum initial investment and permit investments below the minimum amounts set forth in a Client’s governing documents.

With respect to certain Clients, a portion of the profits of such Client is allocated or distributed to the relevant General Partner as a “Special Profit Allocation” or as “Carried Interest.” Typically, the Registrant does not advise Clients in which investors are not charged a Special Profit Allocation or Carried Interest. However, the Special Profit Allocation or Carried Interest can be waived, rebated or calculated differently for different investors at the sole discretion of the Registrant. The allocation or distribution of Special Profit Allocation or Carried Interest at varying effective rates creates an incentive for the Registrant to disproportionately allocate time, services or functions to the Client or Clients paying a Special Profit Allocation or Carried Interest at a higher rate.

In addition, Special Profit Allocations and Carried Interest create an incentive for the Registrant to make more speculative investments on behalf of the Clients than it would otherwise make in the absence of such performance-based arrangement. The Registrant, however, subjects each prospective investment to a comprehensive due diligence process, including research and an approval procedure by at least one Managing Partner. Further, the Registrant has adopted compliance policies and procedures to address and mitigate conflicts of interest. The Registrant utilizes investment allocation policies and procedures reasonably designed to allocate investment opportunities among the Clients in a manner that is fair, equitable and consistent with applicable regulatory and contractual investment restrictions and with business and tax considerations. In allocating investments among the Clients, the Registrant shall consider relative portfolio cash positions, taxation and other target investment criteria such as quality, yield, volatility, duration and minimum/maximum bite size in accordance with each Client’s governing documents. The Registrant shall also take into account applicable investment restrictions, including the ability of a Client to purchase 144A-eligible securities as well as restrictions on the purchase and sale of initial equity public offerings, as described in more detail in each Client’s governing documents. See also Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by the Registrant. In the past, in lieu of the Main Fund’s General Partner’s withdrawing such amounts directly from such General Partner’s capital account, the Special Profit Allocation has been converted to limited partnership interests in the Onshore Fund to be held by members of the General Partner (the “GP Persons”). The Main Fund’s General Partner has in the past and expects in the future to allow the GP Persons to withdraw amounts attributable to such GP Persons’ share of the Special Profit Allocation and amounts that have appreciated therefrom from their Onshore Fund limited partner capital accounts at any time, including where such withdrawal might otherwise be subject to notice periods and/or withdrawal restrictions (including applicable locks and gate terms) set forth in the Onshore Fund’s governing documents. Such actions shall be taken pursuant to such General Partner’s ability under the Onshore Fund’s governing documents to waive such requirements and restrictions, which may not be granted to other limited partners in the Onshore Fund. The granting of such waivers are given in accordance with the Registrant’s internal policies and procedures and permit the Registrant to consider a variety of factors in determining whether to waive any such restrictions. The Registrant expects that in the future, the Main Fund’s General Partner will retain its Special Profit Allocation in such General Partner’s account in the Master Fund and will make any withdrawals directly therefrom.

A. Neither the Registrant nor any of its management persons is registered, or have an application pending to register, as a broker-dealer or a registered representative of a brokerdealer. B. Neither the Registrant nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. The Registrant and certain Clients are exempt from registration as a commodity pool under exemptions set forth in the Commodity Exchange Act. C. As noted above, General Partners serve as general partners to the Clients and are affiliates of the Registrant. For a description of material conflicts of interest created by the relationship among the Registrant and the General Partners as well as a description of how such conflicts are addressed, please see Item 11 below. D. The Registrant does not recommend or select other investment advisers for its Clients. E. Each of the Clients for which the Registrant or its related persons serve as investment manager has entered into and may in the future enter into agreements, or “side letters,” with certain prospective or existing investors whereby such investors, including such persons that may be affiliated with the Registrant or its related persons, may be subject to terms and conditions that are more advantageous than those set forth in the governing documents for the particular Client. For example, such terms and conditions may provide for a reduction, rebate or waiver of management fees, performance-based fees or allocations or redemption fees to be paid by the investors (or other terms); rights to receive reports from a Client on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions); and special rights to make future investments in the Client or other investment funds managed by the Registrant or its affiliates. The modifications are solely at the discretion of the Registrant and may, among other things, be based on the size of the investor’s investment in a Client or affiliated investment entity, an agreement by an investor to maintain such investment in a Client for a significant period of time, or other similar commitment by an investor to a Client.

Trading A. The Registrant has adopted a Code of Ethics to ensure that it fulfills its role as a fiduciary to the Clients. The Code of Ethics requires that officers, principals, employees and other personnel of the Registrant (“Registrant Personnel”) act in the best interests of the Clients to the exclusion of contrary interests, act in good faith and in an ethical manner, avoid

conflicts of interest with the Clients to the extent reasonably possible, and identify and manage conflicts of interest to the extent that they arise. Registrant Personnel are also required to comply with applicable provisions of the federal securities laws and make prompt reports to the Registrant or appropriate party of any actual or suspected violations of such laws by the Registrant and its employees or affiliates. In addition, the Code of Ethics sets forth formal policies and procedures with respect to the personal securities trading activities of Registrant Personnel. The Code of Ethics generally prohibits Registrant Personnel from effecting transactions in individual equity securities, with the exception of the sale of individual equity securities held prior to the commencement of employment with the Registrant, requires that Registrant Personnel pre-clear certain public and private personal securities transactions, report all securities transactions on at least a quarterly basis and provide the Registrant with a summary of securities holdings on at least an annual basis. The Code of Ethics also addresses outside activities of Registrant Personnel, conflicts of interest, policies and procedures concerning the prevention of insider trading, and includes restrictions on the acceptance of significant gifts and the reporting of certain gifts and business entertainment items, as well as the reporting of political contributions. Registrant Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Registrant Personnel are required to provide a written certification to the Registrant as to their compliance with the Code of Ethics on an annual basis. A copy of the Code of Ethics is available to any Client or prospective client upon written request to the Chief Compliance Officer via email at: info@tensilecapital.com. B. Neither the Registrant, nor any of its related persons, recommends to Clients, or buys or sells for Clients, securities in which the Registrant or a related person has a material financial interest. Nonetheless, the Registrant and its related entities engage in a broad range of activities, including investment activities for their own account. In the ordinary course of conducting its activities, the interests of a Client will, from time to time, conflict with the interests of the Registrant, other Clients or their respective affiliates. Certain of these conflicts of interest, as well as a description of how the Registrant addresses such conflicts of interest, can be found below. The discussion below does not necessarily describe all of the conflicts that may be faced by a Client. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. The Registrant or a related person may transact in certain securities which may be held or actively traded by a Client. The Registrant has adopted the Code of Ethics to seek to avoid potential conflicts of interest involving personal trades, which includes a formal set of policies and procedures to prevent insider trading and front running, and also includes guidelines related to employees’ personal securities transactions to which all employees must adhere. With respect to employees (including an employee’s spouse, or a member of their household), the Code of Ethics, among other things, requires that employees pre-clear all personal securities transactions unless otherwise classified as an exempt security under the Code of Ethics and prohibits effecting transactions in individual equity securities, except those individual equity securities held prior to becoming an employee of the Registrant.

Conflicts of Interest Resolution of Conflicts. In the case of all conflicts of interest, the Registrant’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Registrant’s best judgment, but in its sole discretion. In resolving conflicts, the Registrant considers various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. While the Registrant endeavors to resolve all conflicts in a fair and impartial manner, there can be no assurance that its own interests will not influence its conduct and decisions. There can be no assurance that the Registrant will identify or resolve all conflicts in a manner that is favorable to the Clients and the Clients’ investors may not be entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Management of the Funds. The Registrant manages a number of Clients that may have investment objectives similar to each other. The Registrant may give advice or take actions with respect to the investments of one or more Clients that may not be given or taken with respect to other Clients with similar investment programs, objectives or strategies. As a result, Clients with similar strategies may not hold the same securities or achieve the same performance. In addition, a Client generally may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Client. These differences will result in variations with respect to price, leverage and associated costs of a particular investment opportunity. The Clients entered into borrowing arrangements that require the Clients to be jointly and severally liable for the obligations. If one Client defaults on such arrangement, the other Clients may be held responsible for the defaulted amount. Conflicts Relating to the General Partner and the Registrant. By reason of their responsibilities in connection with other activities of the Registrant, certain personnel of the Registrant may acquire confidential or material non-public information or be restricted from initiating transactions in certain securities. The Clients will not be free to act upon any such information. Due to these restrictions, the Clients may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Personnel of the Registrant have family members that are actively involved in industries and sectors in which the Clients invest or have business, personal, financial or other relationships with companies in such industries and sectors (including service providers described below) or other industries, which gives rise to conflicts of interest. For example, such family members might be officers, directors, personnel or owners of companies which are actual or potential investments of the Clients or other counterparties of the Clients and the portfolio companies. Moreover, in certain instances, the Clients or the portfolio

companies may transact with companies that are owned by such family members or in respect of which such family members have other involvement. The fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers and the Registrant is not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Clients’ governing documents will not preclude Clients from undertaking any of these investment activities or transactions. Service Providers. Services required by a Client (including some services historically provided by the Registrant or its affiliates to the Clients) may, for certain reasons including efficiency and economic considerations, be outsourced in whole or in part to third parties or licensed software, in each case in the discretion of the Registrant or its affiliates. This can create a conflict of interest because the Registrant and its affiliates have an incentive to outsource such services at the expense of the Clients to, among other things, leverage the use of Registrant personnel. Such services may include, without limitation, deal sourcing, information technology, licensed software, depository, data processing, client relations, administration, custodial, marketing and marketing-reviews, accounting, valuation, trading, legal, human resources, client services, compliance, corporate secretarial and tax support, director services and other similar services. Outsourcing may not occur universally for all Clients, and, accordingly, certain costs may be incurred by a Client for a third-party service provider that are not incurred for comparable services by other Clients. The decision by the Registrant to initially perform a service for a Client inhouse does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and the Registrant has no obligation to inform such Clients or investors of such a change. Such services may also supplement or be performed alongside services performed by the Registrant. Former Registrant employees may also become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to the Registrant, the Clients and/or portfolio companies. While employed by the Registrant, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by the Registrant unless a Client’s governing documents permit certain allocations of internal expenses to the Client. If a former Registrant employee becomes an employee or consultant of a third party that also provides services to a Client, such former Registrant employee may be assigned by such third party to provide services to that account. In such instance, the cost of the third-party service provider attributable to the former Registrant employee working on the Client will be borne entirely by the Client and no such amounts will reduce the Management Fee paid or the Special Performance Allocation distributed by such Client on the basis that such person used to be a former Registrant employee. Additionally, personnel of the Registrant, and/or their family members or relatives may have ownership, employment, or other economic or other interests in certain service providers. These relationships can influence the Registrant in determining whether to select such service provider to perform services for a Client. Although the Registrant selects service providers that it believes will enhance Client performance, because of financial,

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A. When selecting a counterparty for each transaction, the Registrant uses its discretion to choose the broker-dealer or counterparty most capable of providing the services necessary to obtain the best available price and most favorable execution. Consideration could also be given to those brokers and counterparties that supply research services to the Registrant that aid it in fulfilling its investment management responsibilities. In no event does the Registrant select a counterparty on the basis of personal gifts, gratuities or rewards provided to an employee or a related person of the employee. Transactions for Clients are allocated to broker-dealers on the basis of best execution provided. In seeking best execution, the Registrant considers a variety of factors including quality of execution, reputation, financial strength and stability, block trading and block positioning capabilities, willingness and ability to execute difficult transactions, willingness and ability to commit capital, access to underwritten offerings and secondary markets, ongoing reliability, overall costs of a trade including commissions, mark-ups, mark-downs or spreads and other current transaction costs, nature of the security and the available market makers, desired timing of the transaction, size of the trade, confidentiality of trading activity, market intelligence, idea generation, availability of stocks to borrow for short sales, sourcing of investment opportunities by the broker, quality and timeliness of market information provided and provision of research or brokerage services, and other similar services. The Registrant maintains a broker approval process that includes, but is not limited to, a review of certain documentation demonstrating the financial and regulatory status of the broker. 1. Clients pay for research and execution services with soft or commission dollars. The use of commissions or soft dollars to pay for research products or services will fall

within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). a. For certain Clients, the Registrant employs a master-feeder structure whereby public securities transactions are effected for the master fund and all funds are invested in the master fund. The Registrant does not receive a benefit when using Client brokerage commissions to obtain research services. Clients could pay commissions to a broker or dealer in an amount greater than the amount another broker might charge. b. The Registrant generally considers the amount and nature of research, execution and other services provided by brokers as well as the extent to which such services are relied on, and attempts to allocate a portion of the brokerage business of its Clients on the basis of that consideration. A broker is not precluded from receiving business because it does not provide research and other soft dollar services. However, relationships with brokerage firms that provide soft dollar services to the Registrant could potentially influence the Registrant’s judgment in the allocation of brokerage business and create a conflict of interest to the extent it could influence the Registrant’s judgment in using the services of those brokers to execute the Clients’ brokerage transactions. The Registrant believes that such allocation of brokerage business will help Clients to obtain research and execution capabilities. However, trades executed through these brokers or dealers or any other brokerage firm may or may not be at the best or lowest price otherwise available. c. The Clients’ securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, all of which the Clients, and not the Registrant, will be obligated to pay. The Registrant will have complete discretion in deciding which brokers and dealers the Clients will use, and in negotiating the rates of compensation the Clients will pay. d. As a result of certain Clients’ master-feeder structure, all Clients currently managed by the Registrant would benefit from research products and services received to the extent relevant to such Client. e. Within the last fiscal year, the Clients acquired certain products or services with client brokerage commissions. Specifically, such services include pricing and forms of research. f. All services which a portfolio manager of the Registrant wishes to pay for through a soft dollar arrangement must be submitted for approval by a Managing Partner. A Managing Partner will ensure the services are eligible under the provisions of Section 28(e) of the Exchange Act; review any contracts; and allocate the soft dollar relationship to a soft dollar broker-dealer. 2. Client referrals are not considered in selecting or recommending broker-dealers. 3. The Registrant does not engage in directed brokerage arrangements at this time.

B. In certain circumstances, the Registrant is in a position to allocate investment opportunities among Client accounts, including but not limited to Co-Investment Vehicles. CoInvestment Vehicles have in the past and may in the future have more favorable rights and/or terms than the Main Fund, and one or more co-investors in such vehicles have in the past and may in the future also receive more favorable rights and/or terms than other co-investors in such vehicle. The Registrant’s policy is to allocate orders among Clients in a manner which is fair and equitable over time and does not favor one Client or group of Clients. The consistent application of the allocation methodology and procedures will assist the Registrant in giving fair and equitable treatment to its Clients. To the extent the Registrant is allowed discretion in making allocations among Clients, allocations will generally be based on consistently-applied objective criteria tailored to an investment strategy, including, but not limited to, pro rata based on the Clients’ net asset values, total assets, available cash or target position size (a “Suggested Allocation”) and on the terms of the relevant Clients’ governing documents. C. There may be instances due to issues of eligibility, risk parameters, yield targets, tax considerations or Client account duration/investment time horizon, among other reasons, where a Suggested Allocation is rejected and another allocation is still considered to be equitable. As a result, there can be no assurance that a Client will participate in all investment opportunities that fall within its investment objectives or receive its pro rata allocation of any investment opportunity. Additionally, hedging or other related-security transactions will generally be based on the exposure of a particular Client account rather than a Suggested Allocation. In the event that a Suggested Allocation is rejected, the Registrant will ensure documentation of the rationale for such allocation. The Registrant makes allocation determinations based solely on the Registrant’s expectations at the time such investments are made. Investments and their characteristics may change, and there can be no assurance that an investment may prove to have been more suitable for another Client in hindsight. If the Registrant determines that a particular investment is appropriate for more than one Client account, the Registrant may aggregate securities transactions for those Client accounts. Procedures to ensure that no Client account is disadvantaged as a result of such aggregation, will include but not be limited to, the following: •

disclose the policy regarding aggregation of securities transactions to all investors;

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conduct the aggregation consistent with its duty to seek best execution for Client accounts;

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ensure no Client account is favored over another Client account;

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prepare pre-trade allocation statements specifying how the Registrant intends to allocate the transaction;

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maintain accurate books and records regarding all aggregated securities transactions; and

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ensure that no additional compensation or remuneration of any kind is received by the Registrant as a result of aggregating securities transactions.

Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. For example, in allocating an investment opportunity among Clients with differing fee, expense and compensation structures, the Registrant has an incentive to allocate investment opportunities to the Clients from which the Registrant or its related persons derive, directly or indirectly, higher fees, compensation or other benefits. Notwithstanding the foregoing, the Registrant will not allocate investment opportunities among the Clients based, in whole or in part, on (i) the relative fee structure or amount of fees paid by any Client or (ii) the profitability of any Client. While the Registrant determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which the Registrant is subject, discussed herein, did not exist. In addition, Registrant personnel invest directly in certain Clients and therefore participate directly in investments made by the Clients in which they invest. Such interests will vary Client by Client and may create an incentive to allocate particularly attractive investment opportunities to the Client in which such personnel hold a greater interest. The existence of these varying circumstances presents conflicts of interest in determining how much, if any, of certain investment opportunities to offer to a Client.

A. The Registrant and/or its affiliates serve on the board of directors and/or provide certain business or monitoring services to companies in a Client’s portfolio and receive compensation from these companies in connection with such services. As described in the governing documents, this compensation, if not received directly by a Client, will offset a portion of the Management Fees paid by such Client. Reimbursements for out-of-pocket expenses directly related to a portfolio company may reduce this offset, be charged directly to the portfolio company or paid directly by a Client. B. As of the date of this brochure, the Registrant does not engage solicitors or placement agents to market the Clients or private fund investors. C. The Registrant effects securities transactions through a number of broker-dealers. By virtue of conducting business with broker-dealers, the Registrant could receive certain economic benefits from such broker-dealers which would not be received if it did not transact through the broker-dealers. These benefits could include but are not limited to: access to an electronic communication network for order entry and account information, receipt of proprietary research and participation in broker-dealer sponsored research and capital introduction conferences. The Registrant understands that the benefits received through its relationship with the broker-dealers (including its prime brokers) generally do not depend upon the amount of transactions directed to, or amount of assets custodied by, the brokerdealers.

Registrant is required to disclose all material facts regarding any legal or disciplinary events

that would be material to the evaluation of Registrant or the integrity of Registrant’s management. Registrant has no legal or disciplinary action to disclose in response to this Item.

A. The investment guidelines of the Registrant’s Clients are broad in nature and generally focus on long-term investing in a variety of financial instruments. For this reason, the Registrant believes that it is important that it maintains documentation supporting the Registrant’s research and determinations underlying its trading decisions. Currently, the Registrant utilizes a process of sharing investment ideas, implementing investment decisions and reviewing current investments through a series of ongoing meetings held among the Managing Partners, portfolio managers and analysts of the Registrant (the “Investment Personnel”). At such meetings, the Registrant’s Investment Personnel provide their assessment of recently made investments and potential investments. B. The Clients are reviewed by the Managing Partners on a regular basis. Additionally, the Managing Partners, along with other members of the Registrant’s Investment Personnel, regularly supervise all trading activity, monitor for associated risk and have the ultimate authority related to all investment decisions. C. Client investors are provided with monthly statements of their accounts distributed by the Registrant’s administrator and annual audited financial statements. These reports are distributed both electronically and in written format based on an investor’s preference.

The Registrant is deemed to have custody of the Clients securities or funds because the Registrant, including the General Partner, act as their investment adviser with the authority to dispose of funds and securities in their accounts. The Registrant relies on the “audit exemption” under Rule 206(4)-2(b)(4) under the Advisers Act, which exempts an adviser to a limited partnership, limited liability company or other pooled investment vehicle from the requirement to deliver account statements to its clients if the adviser requires the vehicle to be audited annually by an independent public accountant that is registered with the Public Company Accounting Oversight Board and distributes the audited financial statements annually to the investors in the vehicle. Each Client is a pooled investment vehicle, and custody of such Client’s assets is maintained in compliance with applicable rules and regulations set forth in the Advisers Act. Where required, cash and securities are maintained at a financial institution meeting the definition of qualified custodian under the Advisers Act. In addition, the financial statements of each Client are audited by a nationally recognized Public Company Accounting Oversight Board (PCAOB)-registered independent auditor and the governing documents of each Client require the financial statements to be distributed to investors within 120 days of the applicable fiscal year-end of the respective Client. Investors who fail to receive financial statements timely, or who have questions about them, should contact our Chief Compliance Officer.

The Registrant accepts discretionary authority to manage securities on behalf of its Clients through the investment management agreements with such Clients and governing documents of such Client. This discretionary authority has no limitations. Investment restrictions, if any, are generally established in the governing documents of the applicable Client. Investment advice is provided directly to the Clients, subject to the direction and control of the General Partner of each Client and not individually to investors in such Client.

A. It is the Registrant’s policy to vote all proxies received by the Registrant in accordance with the management recommendations, unless otherwise instructed by the Registrant’s Investment Personnel. The Registrant’s Managing Partners are responsible for overseeing and monitoring all proxy votes to ensure that such votes adhere to the Registrant’s proxy voting policy and procedures. The Registrant’s general policy is to vote proxy proposals, amendments, consents 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 the Clients that the Registrant manages, as the Registrant determines in its discretion, taking into account relevant factors, including, but not limited to, the impact on the value of the securities; the anticipated costs and benefits associated with the proposal; the effect on liquidity; and customary industry and business practices. For routine matters, the Registrant will vote in accordance with the recommendation of the company’s management, directors, general partners, managing members or trustees (collectively, the “Management”), as applicable, unless, in the Registrant’s opinion, such recommendation is not in the best interests of the Clients. For non-routine matters, the Registrant will generally vote in accordance with the recommendation of the company’s Management; however, such proxies related to non-routine matters will be voted on a caseby-case basis in the best interests of the Clients (as determined by the portfolio managers and analysts whose responsibilities include coverage of the sector for which the proxies are being voted). At times, conflicts could arise between the interests of the Clients and the interests of the Registrant or its affiliates. If the Registrant determines that it has or could be perceived to have a conflict of interest when voting a proxy, the Registrant will address matters involving such conflicts of interest as required by its policies and procedures. The CCO is responsible for ensuring, if requested, that the Registrant provides investors with (i) a description of the Registrant’s proxy voting policies and procedures and (ii) instructions about how investors could obtain information from the Registrant on how it voted with respect to their Clients’ securities. The CCO together with the Managing Partners are responsible for responding to investor requests regarding how the Registrant

voted proxies. A copy of the Registrant’s proxy voting policy, and/or information regarding how a proxy was voted, is available to any Client or prospective client upon written request to the Chief Compliance Officer via email at: info@tensilecapital.com.

A. The Registrant does not require or solicit prepayment six months or more in advance of more than $1,200 in fees per Client and therefore has not included a balance sheet. B. The Registrant is not aware of any conditions that are reasonably likely to impair the Registrant’s ability to meet contractual commitments to the Clients. C. The Registrant has never been the subject of a bankruptcy petition.