Valiant Capital Management, L.P.

For purposes of this brochure, unless otherwise noted, the “Advisers” mean (i) Valiant Capital Management, L.P. (“VCM”) and (ii) Valiant Peregrine Management, L.L.C. (“VPM”). VCM is a Delaware limited partnership that has been in business since 2008. VCM’s President, controlling owner and portfolio manager is Christopher R. Hansen. VPM is a Delaware limited liability company and has been in business since 2019. VPM’s controlling owners and managing members are Christopher R. Hansen and Daniel Karubian. Daniel Karubian is the portfolio manager of VPM. Each Adviser operates its business as follows: (1) VCM currently serves as the investment adviser to the following funds:

Core Funds. VCM serves as investment adviser to two investment funds that have substantially the same investment strategy: Valiant Capital Partners, L.P., a Delaware limited partnership (the “Core U.S. Fund”), and Valiant Capital Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Core Master Fund”), whose primary, unaffiliated limited partner is Valiant Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the “Core Offshore Feeder”, and together with the Core U.S. Fund and the Core Master Fund, the “Core Funds”).

India Funds. VCM serves as investment adviser to Valiant India Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (the “India Master Fund,” and with the Core Master Fund, the “Master Funds”). The India Master Fund has two “feeder” funds, Valiant India Opportunities Fund, L.P., a Delaware limited partnership (the “India U.S. Fund,” and with the Core U.S. Fund, the “U.S. Funds”), and Valiant India Opportunities Offshore, L.P., a Cayman Islands exempted limited partnership (the “India Offshore Feeder,” and with the Core Offshore Feeder, the “Offshore Feeders”, and together with the India Master Fund and the India U.S. Fund, the “India Funds”).

Each U.S. Fund is available only to “qualified purchasers” so that it can be excluded from the definition of an “investment company” under section 3(c)(7) of the Investment Company Act of 1940, as amended (the “ICA”). The U.S. Fund may admit more than 100 investors under that exclusion. Each Offshore Feeder is available for investment by U.S. tax-exempt investors that are “qualified purchasers” and non-U.S. investors so that they also can be excluded from the definition of an “investment company” under section 3(c)(7) of the ICA. A “VCM Fund” or the “VCM Funds” mean the U.S. Funds and any or all of the Offshore Feeders and the Master Funds, as the case may be. Although the Core Funds have substantially the same investment strategy, their performance is expected to differ over time due principally to tax related differences in trading, the

different timing of subscriptions to and redemptions or withdrawals from each VCM Fund, and various legal or regulatory restrictions or expenses that may apply to one or more of the VCM Funds. Likewise, while the India U.S. Fund and the India Offshore Feeder have substantially the same investment strategy and both invest through the India Master Fund, their performance is expected to differ over time due principally to the different timing of subscriptions to and withdrawals from each VCM Fund. VCM invests on behalf of the VCM Funds in securities consisting principally, but not solely, of equity and equity-related securities that are traded publicly and privately in U.S. and nonU.S. markets, but is authorized to enter into any type of investment transaction that it deems appropriate under the terms of the VCM Funds’ governing documents. Additionally, under a sub-advisory agreement, VCM provides discretionary sub-advisory services to separately managed account clients (the “Sub-Advised Accounts”). (2) VPM currently serves as the investment adviser to the following funds:

Valiant Peregrine Fund, L.P., Valiant Peregrine Fund 2, L.P., and Valiant Peregrine Special Opportunities Fund 2, 3, 4 and 5 (the “Peregrine Funds”, and together with the VCM Funds and the Sub-Advised Account, the “Funds” or “Clients”).

The Peregrine Funds are available for investment by investors that are “qualified purchasers” so that it also can be excluded from the definition of an “investment company” under section 3(c)(7) of the ICA. VPM invests on behalf of the Peregrine Funds in equity and equity-oriented securities of privately held companies in the technology, consumer and services sectors, but is authorized to enter into any type of investment transaction that it deems appropriate under the terms of the Peregrine Funds’ governing documents. As of December 31, 2025, the Advisers had regulatory assets under management of approximately $3,827,816,303. The Advisers only manage assets on a discretionary basis. The Advisers select all investments and strategies in the VCM Funds and Peregrine Funds. Investors in these funds have no opportunity to select or evaluate any investments or strategies. The subadvisory agreements set forth investments and strategies for the Sub-Advised Accounts.

The Advisers’ Clients are qualified purchasers as defined in section 2(a)(51)(A) of the ICA. Therefore, information on how the Advisers are compensated for their advisory services and their fee schedules are not included here. The Advisers’ compensation is negotiable and varies but is set forth generally in each Fund’s confidential offering circular, sub-advisory agreement, or private offering memorandum. The Advisers deduct management fees directly from the Core U.S. Fund and the Master Funds, on the first day of each quarter and management allocations at the end of each quarter. Offshore Feeder investors pay fees and allocations indirectly, through the Offshore Feeder’s investment in the Master Fund. In respect to the Peregrine Funds, the management fee is payable quarterly in advance. Performance allocations and carried interest distributions are also deducted directly from the Funds, at the end of a fiscal year and on redemptions or distributions, with respect to performance allocations, and on distributions, with respect to carried interest distributions. With respect to the VCM Funds, if a VCM Fund terminates or an investor withdraws or redeems, the investor bears expenses, the pro rata portion of the management fee, management allocations and performance allocations through the date of termination or withdrawal/redemption, except that if an investor withdraws or redeems from a Fund on a date other than the last day of a quarter, the Funds do not refund to that investor any management fee that it previously paid. In regard to the Peregrine Funds, if the management fee ceases to be payable at any time during any quarterly period, any amount paid in advance by the Peregrine Funds but not earned (based on daily proration) will be returned to the Peregrine Funds. Sub-Advised Account fees are negotiated with the Advisers and may vary based on the types of services provided, the account size and the overall relationship between VCM and the Client. Such fees are set forth in the applicable sub-advisory agreement. The Advisers provide certain investors special fee and allocation arrangements that it does not provide to other investors. In particular, some investors have the opportunity to invest in certain illiquid or “side pocket” investments with a lower fee structure than that of a typical investment in the Funds. The Advisers have the right to waive all or any portion of the management fees, management allocations or performance allocations with respect to any investor. Advisers will, from time to time, establish certain investment vehicles through which Adviser Investors (as defined below) or third parties may invest alongside one or more Funds in one or more investment opportunities, which generally do not pay management fees or carried interest. Unless otherwise agreed with a Fund’s investors, management fees will continues to be payable during any term extensions. Performance allocations and carried interest distributions create an incentive for the Advisers to make more risky and speculative investments than it would otherwise make. Other Fees. Fees Payable by the Portfolio Companies In addition to management fees and performance allocations, the Advisers and their affiliates,

particularly in the context of private funds advised by VPM, may from time to time receive a variety of other cash, equity and other non-cash fees relating to the investment activities of a Fund, its portfolio companies and prospective portfolio companies, including transaction fees, director fees, financial advisory fees, organization and financing fees, operational fees, commitment fees, breakup fees (or other similar fees), divestment fees, termination fees, project fees and/or other types of management consulting and other similar operational and financial matters and/or other fees and annual retainers from, or with respect to, the portfolio companies and prospective portfolio companies (collectively with the other fees described in this section, “Other Fees”). The amount and timing of Other Fees received by the Advisers or their affiliates are generally specified in the agreement or other documentation governing the applicable transaction. Generally, under the terms of the applicable governing documents, for purposes of calculating any management fee offset, Other Fees may be net of out-of-pocket costs and expenses incurred by the Advisers in connection with consummated or unconsummated transactions or in connection with generating any such fees. Other Fees are often substantial and may be paid in cash, in securities of the portfolio companies or investment vehicles (or rights thereto) or otherwise. Any fees that accrue to the benefit of former Adviser Personnel (as defined below) or other persons who are or become unaffiliated with the Advisers (even if any such fee is earned during their tenure with the Advisers) are not considered “Other Fees” and do not reduce the advisory fees or otherwise benefit the Funds or their investors. Similarly, any fees that accrue to the benefit of Adviser Personnel or other persons who are affiliated with the Advisers prior to their association with the Advisers (even if any fee received in kind is realized or otherwise converted to cash during their tenure with the Adviser) are not considered “Other Fees” and do not reduce the advisory fees or otherwise benefit the Funds or their investors. From time to time the Advisers will maintain the amounts associated with Other Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Other Fees” and does not reduce the advisory fees or otherwise benefit the Funds or their investors. Allocation of Other Fees and Advisory Fee Offset Although Other Fees are in addition to the management fees, the Advisers will in some circumstances reduce the amount of management fees paid by the applicable Fund in connection with the receipt of such Other Fees in accordance with the management agreement and/or governing documents of the applicable Fund. To the extent an Other Fee relates to more than one Fund participating (or expecting to participate) in an investment, the Other Fee is generally allocated among such Funds pro rata based on the capital commitments of such participating Funds (or for an unconsummated investment, the proposed commitments of the Funds), or on such other basis that the Advisers determine to be fair and reasonable in its sole discretion. However, in determining how to allocate an Other Fee among more than one participating Fund, the Advisers will also take into account, among other things, the type of transaction (e.g., original acquisition or follow-on), the consideration involved in the transaction (cash or in-kind) and the value of the consideration. The payment of Other Fees by portfolio companies may, in some, but not all, circumstances create a conflict of interest between the Advisers and their affiliates, and the Funds and their investors because the amounts of these Other Fees and reimbursements (see “Expense Reimbursement” below) are often

substantial and the Funds and their investors generally do not have a direct interest in these fees and reimbursements. The Advisers determine the amount 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 coinvestors in its transactions, and the amount of such fees and reimbursements often will not (except in connection with the reductions described herein) be disclosed to investors in the Funds. Such Other Fees will be disclosed to limited partners as part of a Fund’s regular financial and tax reporting. From time to time, the Advisers will, in their discretion, disclose to an investor the amount of Other Fees allocated to the Fund in which such investor has invested in financial reports or other similar periodic reports delivered to investors. 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 the fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company by virtue of the Advisers acting on behalf of both parties. To the extent an Other Fee relates to more than one Fund, the Advisers shall allocate the resulting management fee reduction among the applicable Fund(s) in proportion to their interest (or prospective interest) in the portfolio company as described in the applicable fund governing agreements. To the extent an Other Fee relates to a Fund, co-investment vehicle or third-party investor that does not pay management fees, the other portion of such Other Fee allocable to the nonfee paying party will be retained by the Advisers, and such amounts will not offset any management fee paid to the Advisers. Portfolio Company Expense Reimbursements A portfolio company will typically reimburse the Advisers for expenses, including without limitation, travel and travel-related expenses, meals and entertainment expenses (including, as applicable, closing dinners and mementos, cars and meals, social and entertainment events with actual or potential portfolio company management and/or employees, customers, clients, borrowers, brokers and service providers), expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses, incurred by the Advisers in connection with its performance of services for such portfolio company. Such reimbursed expenses are generally not included in the definition of “Other Fees” under the terms of the applicable governing documents, and such reimbursements do not reduce the management fee. Certain expenses may be paid for by a Fund and/or its portfolio companies or, if incurred by the Advisers, will be reimbursed by a Fund and/or its portfolio companies. Such expenses may include reasonable travel expenses that are incurred in connection with managing Funds advised by VPM. Expenses. Adviser Expenses

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Methods of Analysis and Investment Strategies Core Fund Investment Strategy Investment Objective. The Core Funds invest in and trade securities consisting principally, but not solely, of equity and equity-related securities that are traded publicly and privately in U.S. and non-U.S. markets. Through March 31, 2017, VCM invested a portion of the Core Funds’ assets in illiquid securities, which generally are restricted securities of public and private companies. The Core Funds also 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 Core Funds also engage in short- selling, margin trading, hedging and other investment strategies. The Core Funds’ investment objective is to generate superior risk-adjusted returns by employing a flexible mandate that allows the VCM to search the world for the best investment opportunities. While VCM plans to dedicate the majority of its efforts to publicly traded equities, the Core Funds may invest across the capital structure as compelling opportunities present themselves – both long and short. This investment strategy is likely to result in a fairly high degree of volatility and risk. Investment Philosophy and Strategy. VCM’s investment philosophy for the Core Funds can be briefly summarized as follows:

Invest in great businesses run by great managers.

Research extensively, focusing on gaining variant perception.

Pay reasonable valuations and invest for the long term.

Be patient and opportunistic; focus on best ideas.

Invest and think globally.

Invest across the capital structure.

Focus on preserving capital (although VCM does not anticipate running the Core Funds in a “market neutral” manner).

VCM does not plan to use excess leverage and often will maintain cash to be opportunistic. India Fund Investment Strategy Investment Objective. The investment objective of the India Master Fund is to generate superior returns by forming a concentrated collection of VCM’s best ideas in India that are appropriate for a long-only structure. VCM believes its relationships and investment experience in India, when combined with its intensive

research process and long-term investment approach, will yield tangible, differentiated results in India. Further, VCM believes that India is a prime source for investment opportunities given its immense population, attractive demographics, relative early stage of development, and an equity capital market that is among the most diverse and liquid in emerging markets. Lastly, timing appears favorable given the implementation of and the expected benefit from the current pro-growth government, prudent monetary policies of a proven central bank governor against the backdrop of declining inflation as well as an inflection point in the economic cycle. India’s Long-Term Investment Opportunity. VCM believes India offers long-term investment opportunities for the following reasons:

Favorable demographics.

A functioning democracy with strong leadership promoting change.

Near-term fundamentals support the long-term opportunity.

Investment Philosophy and Strategy. VCM’s investment philosophy for the India Funds can be briefly summarized as follows:

Invest in great businesses run by great managers.

Extensive research focused on gaining variant perception.

Pay reasonable valuations and invest for the long term.

Be patient and opportunistic; focus on best ideas.

Peregrine Funds Investment Strategy Investment Objective. The investment objective of the Peregrine Funds is to realize substantial longterm capital appreciation through investments primarily in high-quality private companies in the technology, consumer and services sectors. Investment Philosophy and Strategy. VPM’s investment philosophy for the Peregrine Funds can be briefly summarized as follows:

Invest in great businesses run by great managers.

Take advantage of an expanding supply of high-quality private companies and significant market inefficiencies.

Pay reasonable valuations and invest for the long term.

All Strategies The investment strategies summarized above represent Advisers’ current intentions, are general in nature and are not exhaustive. There are no limits on the types of securities or commodities in which the Advisers may take positions on behalf of the Funds, the types of positions that it may take, the

concentration of its investments or the amount of leverage that it may use. The Advisers may use any trading or investment techniques, whether or not contemplated by the expected investment strategy described above. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy generally, the Advisers may pursue any objectives or use any techniques that it considers appropriate and in Funds’ interests. Risk Factors Investing in securities and commodities involves risk of loss that investors should be prepared to bear. Below are brief summaries of some of the risks that investors should consider before investing in a Fund. Any or all of such risks could materially and adversely affect investment performance, the value of a Fund or any security or commodity held by a Fund, and could cause investors to lose substantial amounts of money. Potential Fund investors should review the Fund’s offering circular or private offering memorandum carefully and in its entirety, and consult with their professional advisers before deciding whether to invest. A potential investor should discuss with the applicable Adviser’s representatives any questions that such person may have before investing in a Fund. Risks Associated with the Funds’ Investment Strategies

The Funds may not achieve their investment objectives. A strategy may not be successful and investors may lose some or all of their investments.

Investor sentiment on the market, an industry or an individual stock, fixed income or other security is unpredictable and can adversely affect a Fund’s investments.

A Fund may hold stocks that disappoint earnings expectations and decline, and may short stocks that beat earnings expectations and rise.

The Advisers may not be able to obtain complete or accurate information about an investment and may misinterpret the information that it does receive. The Advisers also may receive material, non-public information about an issuer that prevents it from trading securities of that issuer for a Fund when the Fund could make a profit or avoid losses.

The Advisers may take positions in securities of small, unseasoned companies that are less actively traded and more volatile than those of larger companies.

The Advisers may engage in hedging, which may reduce profits, increase expenses and cause losses. Price movement in a hedging instrument and the security hedged do not always correlate, resulting in losses on both the hedged security and the hedging instrument. The Advisers are not obligated to hedge a Fund’s portfolio positions, and it frequently may not do so.

The Funds may have higher portfolio turnover and transaction costs than a similar account managed by another investment adviser. These costs reduce investments and potential profit or increase loss.

The Advisers sell securities short, resulting in a theoretically unlimited risk of loss if the prices of the securities sold short increase.

Management and stockholders of an issuer may sue short sellers to deter short sales of the issuer’s securities. The Advisers could be subject to such actions, even if they are baseless, and a Fund could incur substantial costs defending them.

To make a short sale, a Fund must borrow the securities being sold short. It may be impossible to borrow securities at the most desirable time to make a short sale, particularly in illiquid securities markets.

Special rules, which differ from jurisdiction to jurisdiction, apply to short sales. For example, temporary or permanent governmental orders may from time to time prevent the Funds from executing short sales of these securities at the most desirable time.

If the prices of securities sold short increase, a Fund may need to provide additional funds or collateral to maintain the short positions. This could require the Fund to liquidate other investments to provide additional collateral. Such liquidations might not be at favorable prices.

The Advisers may use leverage by borrowing on margin, selling securities short and trading futures, other commodity interests and derivatives, which increases volatility and risk of loss. These instruments can be difficult to value. An incorrect valuation could result in losses.

The Advisers may sell covered and uncovered options on securities. The sale of uncovered options could result in unlimited losses.

The Funds may invest in fixed income securities that are subject to interest rate risk, inflation rate risk, limited liquidity risk and other risks.

The Advisers may cause a Fund to enter into repurchase agreements or reverse repurchase agreements. These instruments can have effects similar to margin trading and leveraging strategies.

The Advisers may cause Funds to invest in securities of non-U.S., private and government issuers. The risks of these investments include political risks; economic conditions of the country in which the issuer is located; limitations on foreign investment in any such country; currency exchange risks; withholding taxes; limited information about the issuer; limited liquidity; and limited regulatory oversight. In addition, a Fund may focus its investment activities on portfolio companies with substantial operations in non-U.S. jurisdictions. Investments in these non-U.S. portfolio companies may present a variety of risks not presented by investments in United States portfolio companies. As a result, such a Fund may face a variety of challenges that may not have been identified at the time of the Fund’s formation and disclosure of known risks will necessarily be incomplete. Nevertheless, a variety of risks not presented by funds focused on United States portfolio companies are briefly explored below, including risks associated with: (i) political, social or economic instability; (ii) unusual and evolving regulatory and legal environments; (iii) different

taxation regimes; (iv) different accounting standards; (v) risks associated with local securities exchanges and exiting investments; and (vi) currency and inflation risks. In general terms, the investment climate in many countries in which a Fund expects to invest is less mature than in the United States. Prospective investors should consider an investment in the Funds only if they have independently determined based upon their own analysis that the risks and challenges of investing in non-U.S. portfolio companies are outweighed by the potential benefits.

The Peregrine Funds invest a significant portion of their assets in growth stage companies, primarily in the technology, consumer and services sectors. Growth equity investments may be subject to special risks that could reduce the value of investments in such asset classes, including limited liquidity and substantial redemptions. These risks can be exacerbated by worsening economic conditions. In addition, growth equity investments may be particularly susceptible to new laws and regulations that have a disproportionate impact on certain industries. Changes in the law could cause certain investments to produce substantially lower returns or lead to significant losses with respect to the Peregrine Funds invested in such growth stage companies.

The Peregrine Funds’ investment portfolio will, to a significant extent, consist of investments in private growth companies, primarily in the technology, consumer and services spaces. The marketability and value of each such investment will depend upon many factors beyond the general partner’s control. Generally, the investments made by the Peregrine Funds will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. There may be no readily available market for the Peregrine Funds’ investments, many of which will be difficult to value, and the disposal of a portfolio investment by the Peregrine Funds may be prohibited or delayed many years from the date of initial investment for legal and/or regulatory reasons.

The Advisers intend to invest in securities of companies located or operating in India and other emerging markets. Such investments may present a variety of risks not presented by investments in more developed jurisdictions, including risks associated with:

Political, economic and social risks; Different accounting disclosure and regulatory standards; India regulatory approvals; Currency and foreign exchange risks; Capital repatriation risks; Investment limitations; Securities regulation; Limited liquidity; Legal and regulatory unpredictability and delays; Slow dispute resolution; Difficulty enforcing foreign judgments; Fiscal crisis and currency depreciation; Limited shareholder rights and remedies; Indian securities markets;

Indian pricing guidelines; India-Mauritius taxation concerns; and Proposed changes to the Indian tax regime and General Anti-Avoidance Rules.

Where a Fund’s investments are held or made through vehicles established in another country, for example, Mauritius (for Indian investments), the value and performance of investments and related returns may be affected by the political, economic and regulatory conditions of that country.

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The Advisers currently provide investment supervisory services to the Funds. Investment advice is provided directly to the applicable Funds, subject to the direction and control of VCM for the SubAdvised Account, or the respective general partner of the VCM Funds and the Peregrine Funds, and not individually to the limited partners of such Funds. Interests in the Funds are offered pursuant to applicable exemptions from registration under the 1933 Act and the Investment Advisers Act of 1940 (“Advisers Act”). Investors in the Funds are generally “qualified purchasers” as defined in the Advisers Act, and may include, among others, high net worth individuals, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited funds and limited liability companies or other entities. The Advisers do not have a minimum size for a Fund, but minimum investment commitments may be established for investors. For the VCM Funds and the Peregrine Funds, the respective governing bodies (i.e., the general partners or, in the case of Valiant Capital Partners Offshore, Ltd. the Board of Directors) may in its sole discretion permit investments below the minimum amounts set forth in the respective Fund organizational documents. Size of Sub-Advised Accounts are negotiated by each client and VCM, the terms of which are set forth in the respective sub-advisory agreements.

As noted in Item 5 Fees and Compensation, all clients of the Advisers, including the VCM Funds, Peregrine Funds and the Sub-Advised Account, pay performance-based fees. Performance based compensation paid by a Fund is indirectly borne by investors in such Fund. Certain Funds and investors in such Funds may incur lower performance-based compensation than other Funds or investors. The Sub-Advised Account performance fees have been negotiated with the Advisers and may vary for future sub-advised accounts. Such fees are set forth in the applicable sub-advisory agreement. Performance based compensation presents a conflict of interest because the Advisers have an incentive to favor accounts for which it receives the highest performance-based compensation. The Advisers seek to address the potential for conflicts of interest in these matters with allocation policies and practices that provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s investment guidelines and governing documents, as well as other factors that do not include the amount of performance-based compensation received by the Advisers or any personnel. The existence of performance-based compensation has the potential to create an incentive for the General Partner to make more speculative investments on behalf of a Fund than it would otherwise make in the absence of such arrangement, although the Advisers generally consider performance-based compensation to better align their interests with those of their investors.

Related General Partners Various limited liabilities companies (each a “General Partner” and together, the “General Partners”) serve as general partners of the VCM Funds and the Peregrine Funds and are related persons of the Advisers. For a description of material conflicts of interest created by the relationship among the Advisers and the General Partners, as well as a description of how such conflicts are addressed, please see Item 11 below. Affiliated Adviser VPM is a relying adviser of VCM. For a description of material conflicts of interest created by the relationship among VCM and its affiliated adviser, VPM, as well as a description of how such conflicts are addressed, please see Item 11 below.

Trading Code of Ethics The Advisers have adopted a single Code of Ethics in compliance with Rule 204A-1 under the Advisers Act that establishes standards of conduct for the Advisers’ supervised persons. The Code of Ethics includes general requirements that the Advisers’ supervised persons comply with their fiduciary obligations to Clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest and confidentiality of Client information. It requires supervised persons to comply with the personal trading restrictions described below and periodically to report their personal securities transactions and holdings to the Advisers’ Chief Compliance Officer and requires the Chief Compliance Officer to review those reports. It also requires supervised persons to report any violations of the Code of Ethics promptly to the Chief Compliance Officer. Each supervised person of the Advisers receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each supervised person must certify that he or she complied with the Code of Ethics during the preceding year. The Advisers reserve the right to refine and modify the Code of Ethics and its other policies and procedures over time. Current and prospective investors may request to view a copy of the Advisers’ Code of Ethics by contacting the Chief Compliance Officer at (415) 659-7201. If the Advisers and their partners, members, officers and employees personally invest in the same securities that the Advisers trade for the Funds, there is a conflict of interest in that any of such persons can use his or her knowledge about actual or proposed securities transactions and recommendations for the Funds to profit personally by the market effect of such transactions and recommendations. To address this conflict, the Advisers and their partners, members, officers and employees must obtain pre-approval before engaging in most securities transactions and usually will not be permitted to trade for their own accounts except to liquidate previously existing positions or to invest in mutual funds and cash equivalents, index like products, broad-based exchange traded funds, notes and products, and private investments. If approved, the Advisers and their partners, members, officers and employees buy or sell specific securities for their own accounts based on personal investment considerations aside from company or industry fundamentals, where the Advisers have determined the security, exposure, or allocation is not appropriate for the Funds. Participation or Interest in Client Transactions The Advisers and certain employees and affiliates of the Advisers will under certain circumstances invest in and alongside the Funds, either through the General Partners, as direct investors in the Fund or otherwise. A Fund or its General Partner, as applicable, may reduce all or a portion of the management fee and performance-based compensation related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Conflicts of Interest The Advisers and their related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time

to time, conflict with the interests of the Advisers, other Funds or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Advisers address such conflicts of interest, can be found below. As discussed above, VCM has an affiliated adviser, VPM, which focuses primarily on a different investment strategy, although such investment strategies may overlap from time to time. In the ordinary course of conducting their activities, the interests of VCM, a VCM Fund or its limited partners will, on occasion, conflict with the interests of VPM, a VPM Fund or its limited partners. The Advisers have in the past and may, from time to time, in the future establish certain investment vehicles through which certain employees of the Advisers or their affiliates, certain business associates, other “friends of the firm,” or other persons may invest alongside one or more Funds in one or more investment opportunities. Such vehicles may, in certain instances, be contractually required to purchase and sell certain investment opportunities at substantially the same time and substantially the same terms as the applicable Fund that is invested in that investment opportunity. Such vehicles do not pay advisory fees and performance-based fees. Resolution of Conflicts In the case of all conflicts of interest, the Advisers’ determination as to which factors are relevant, and the resolution of such conflicts, will be made in good faith, but in their sole discretion. In resolving conflicts, the Advisers consider various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)

A Fund will not make an investment unless the Advisers believe that such investment is an appropriate investment considered from the viewpoint of such Fund;

(2)

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the governing documents for the Funds;

(3)

Generally, each Fund advised by VPM has the right to establish an advisory committee, consisting of representatives of investors not affiliated with the Advisers. The advisory committees meet as required to consult with the Advisers as to certain potential conflicts of interest. On any issue involving actual conflicts of interest, the Advisers will be guided by its good faith discretion;

(4)

Where the Advisers deem appropriate, unaffiliated third parties may be used to help resolve conflicts, or to otherwise assist the Advisers in fulfilling all or part of their voting obligations, such as the use of an investment banker to opine as to the fairness of a purchase or sale price;

(5)

The Advisers have adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest;

(6)

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund; and

(7)

In addition, certain provisions of a Fund’s governing documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives.

While the Advisers endeavor to resolve all conflicts in a fair and impartial manner, there can be no assurance that their own interests will not influence their conduct and decisions. There can be no assurance that the Advisers will identify or resolve all conflicts in a manner that is favorable to the Funds and the Funds’ 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. Conflicts The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Additional conflicts are set forth in each Fund’s offering documents. Allocation of Investment Opportunities Among Clients Because the Advisers manage more than one Fund there are conflicts of interest over its time devoted to managing any one Fund and allocating investment opportunities (including follow-on investments) among all relevant Funds that it manages. For example, the Advisers select investments for each Fund based solely on investment considerations for that Fund. Different Funds may have differing investment strategies and expected levels of trading. The Advisers may buy or sell a security or commodity for one Fund or type of Fund but not for another, or may buy (or sell) a security or commodity for one Fund or type of Fund while simultaneously selling (or buying) the same security for another Fund or type of Fund. The Advisers may give advice to, and take action on behalf of, any of its Funds that differs from the advice that it gives or the timing or nature of action that it takes on behalf of any other Fund. The Advisers are not obligated to acquire for any Fund any security or commodity that the Advisers or their partners, officers or employees may acquire for its or their own accounts or for any other Fund, if in the Advisers’ absolute discretion, it is not practical or desirable to acquire a position in such security or commodity for that Fund. For example, the India Funds expect to invest in many of the same companies held within the Core Funds’ India portfolio. Investment opportunities that are determined to be appropriate for more than one strategy will generally be allocated among them pro rata. However, the Advisers may determine to allocate a suitable opportunity other than on a pro rata basis after taking into account, among other considerations: (a) exposure targets of each account, including avoiding overexposure or underexposure to a particular asset class, geography, industry, sector; etc., or other asset attribute (such as Level III assets); (b) the amount of an account’s available capital for investment by each Fund as well as each Fund’s projected capacity for investment (including whether a Fund is able to invest all capital required to consummate a particular opportunity) and anticipated co-investment (if any); (c) the need to ramp up or rebalance an account’s portfolio; (d) whether the investment would create undesirable or adverse tax consequences for an account; (e) an account’s liquidity terms; (f) the investment’s expected risk/return profile and time horizon; (g) the timing for consummating the

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The Advisers have complete discretion in selecting the broker or futures commission merchant that it uses for Fund transactions and the commission rates that the Funds pay such brokers and futures commission merchants. Best execution is not limited solely to the consideration of the best available commission rate. In selecting a broker or futures commission merchant for any transaction or series of transactions, the Advisers generally will consider a number of factors, including, for example:

net price, clearance, settlement and reputation;

confidentiality;

financial strength and stability;

efficiency of execution and error resolution;

block trading and block positioning capabilities;

willingness to execute related or unrelated difficult transactions in the future;

special execution capabilities;

order of call;

offering to the Advisers on-line access to computerized data regarding Fund accounts;

computer trading systems;

the availability of stocks to borrow for short trades;

economic and market information;

portfolio strategy advice;

industry and company comments;

technical data;

performance measurement data; and

on-line pricing.

The Advisers from time to time will also purchase from a broker or futures commission merchant or allow a broker or futures commission merchant to pay for the following (each a “soft dollar” relationship):

research reports, services and conferences, including third-party research fees;

consultations;

on-line pricing;

news wire and data processing charges;

quotation services;

custody, recordkeeping and similar services;

proxy voting services;

supplies;

accounting and administrative fees; and

legal fees.

The Advisers will under certain circumstances receive soft dollar credits based on securities and commodities transactions with brokers and futures commission merchants or direct a broker or futures commission merchant that executes transactions to share some of its commissions with a broker or futures commission merchant that provides soft dollar benefits to the Advisers. Section 28(e) of the Securities Exchange Act of 1934 provides a “safe harbor” to investment advisers who use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to the advisers in performing investment decision-making responsibilities. Conduct outside of the safe harbor of section 28(e) is subject to the traditional standards of fiduciary duty under state and federal law. If the Advisers use commission dollars to pay for products or services that provide administrative or other non- research assistance to itself or their affiliates, such payments may not fall within the section 28(e) safe harbor. The Funds have retained prime brokers and custodians to custody the Funds’ assets and provide the Advisers with other services, as set forth in each Fund’s governing documents. These services will from time to time include: technology services (such as internet access, IT support, Bloomberg connections, wireless networking, email archiving and disaster recovery systems), portfolio reporting and access to electronic communications networks. These firms also will from time to time, at their discretion, provide capital introduction services. The Advisers use these services for research and trading on behalf of the Funds. Although many prime brokers provide similar services to investment advisers in exchange for brokerage, custody and clearance fees and other charges, if the Advisers did not receive these services from these firms, the Advisers would be required to pay for all or some portion of them. The Advisers are not required to direct a particular number of trades to any of these firms or to continue to use them as the Funds’ custodians, but it has an incentive to do so based on their prior and continued services. The Advisers will from time to time pay to a broker or futures commission merchant commissions and mark-ups that exceed those that another broker or futures commission merchant might charge for effecting the same transaction because of the value of the brokerage, research, other services and soft dollar relationships that such broker or futures commission merchant provides. The Advisers determine in good faith that such compensation is reasonable in relation to the value of such brokerage, research, other services and soft dollar relationships, in terms of either the specific transaction or the Advisers’ overall fiduciary duty to Fund investors. The Funds will from time to time, however, pay higher commissions and mark-ups than are otherwise available or will from time

to time pay more commissions or mark- ups based on account trading activity. The research and other benefits resulting from the Advisers’ brokerage relationships benefit the Advisers’ operations as a whole and all accounts that it manages, including those that do not generate the soft dollars that pay for such research and other benefits. The Advisers do not allocate soft dollar benefits to Funds proportionately to the soft dollar credits that the Funds generate. The Advisers make payments for eligible research and brokerage services either via a portion of the commission paid to the executing broker/dealer or through client commission sharing arrangements (“CSAs”). Any research received can be used to service all Funds to which it is applicable, whether or not the Fund’s commissions were used to obtain the research, and services received from a broker (or paid for by commissions paid to a broker) that executed transactions for a particular Fund account will not necessarily be used specifically in providing investment advice to that particular Fund account. Some Fund accounts will generate more CSA credits than other Fund accounts for a variety of reasons, including but not limited to account size, trading frequency, and the investment strategy in which the account is managed. The Advisers’ relationships with brokers and futures commission merchants that provide soft dollar services influence the Advisers’ judgment and create conflicts of interest in allocating brokerage business between firms that provide soft dollar services and firms that do not. The Advisers have an incentive to select or recommend a broker or futures commission merchant based on the Advisers’ interest in receiving soft dollar services rather than the Funds’ interest in receiving the most favorable execution. These conflicts of interest are particularly influential to the extent that the Advisers use soft dollars to pay expenses it would otherwise be required to pay itself. The Advisers address these conflicts of interest by quarterly evaluating the trade execution services that the Advisers receive from the brokers and futures commission merchants that they use to execute trades for the Funds. Such evaluation includes comparing those services to the services available from other brokers and futures commission merchants. The Advisers consider, among other things, alternative market makers and market centers, the quality of execution services, the value of continuing with various soft dollar services and adding or removing brokers or futures commission merchants, increasing or decreasing targets for each broker or futures commission merchant and the appropriate level of commission rates. The Advisers will from time to time aggregate securities sale and purchase orders for a Fund with similar orders being made contemporaneously for other accounts that the Advisers manage or with accounts of their affiliates. In such event, the Advisers will from time to time charge or credit a Fund the average transaction price of all securities purchased or sold in such transactions. As a result, however, the price may be less favorable to the Fund than it would be if the Advisers were not executing similar transactions concurrently for other accounts. The Advisers will from time to time also cause a Fund to buy or sell securities directly from or to another account, if such a crosstransaction is in the interests of both accounts.

For details regarding economic benefits provided to the Advisers by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, the Advisers and its related persons may, in certain instances, receive discounts on products and services provided by portfolio companies of Funds and/or the customers or suppliers of such portfolio companies.

any material legal or disciplinary events required to be discussed in this brochure.

VCM’s President, Christopher R. Hansen, generally reviews all accounts daily. With respect to VPM, Daniel Karubian will generally review all accounts. Those reviews take into account such matters as asset allocation, cash management, the prospects of individual securities, changes in issuer earnings, industry outlook, market outlook and price levels. Each VCM advised Fund investor receives a monthly report stating performance for the month and a quarterly letter discussing annual performance and investment outlook. Each VPM advised Fund investor receives a quarterly performance report and a quarterly letter discussing annual performance and investment outlook. The Sub-Advised Accounts receive reporting as set forth in the sub-advisory agreements. The Advisers’ Chief Financial Officer, Brian Miller, monitors the Funds’ books and records and assets and liabilities, generally on a daily basis.

In accordance with Rule 206(4)-2 under the Advisers Act, the Advisers are deemed to have custody of the VCM Funds’ and the Peregrine Funds’ assets since affiliates of the Advisers serve as general partners of such Funds. As a result, such Funds are audited by an independent accounting firm that is both registered and subject to the inspection of the PCAOB. The financial statements are delivered to each investor of the Funds within 120 days following the Funds’ fiscal year-end. Neither the Advisers nor any affiliate has custody of the assets of the Sub-Advised Accounts.

The Advisers have discretionary authority to manage the Funds pursuant to a grant of authority in each Fund’s limited partnership agreement or sub-advisory agreement, or a limited power of attorney in the Fund’s account agreement, as applicable.

The Advisers vote all proxies on behalf of each Fund based on the Advisers’ determination of the Fund’s best interests, unless they abstain, as noted below. In determining whether a proposal serves a Fund’s best interests, the Advisers consider a number of factors, including:

the proposal’s economic effect on shareholder value;

the threat that the proposal poses to existing rights of shareholders;

the dilution of existing shares that would result from the proposal;

the effect of the proposal on management or director accountability to shareholders; and

If the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

The Advisers abstain from voting proxies when the Advisers believe that it is appropriate to do so. If a material conflict of interest over proxy voting arises between the Advisers and a Fund, the Advisers will consult the board of directors or appropriate governing body of a Fund to determine the appropriate vote. A Fund investor can obtain a copy of the Advisers’ proxy voting policy and a record of votes cast by the Advisers on behalf of that Fund by contacting the Chief Compliance Officer at (415) 659-7201. The Advisers typically have authority to direct the Funds’ participation in class actions. The Advisers will generally participate and file the necessary claim forms through the use of an unaffiliated thirdparty service provider. The service provider receives a contingency fee and is not compensated unless a recovery is obtained. The Advisers will periodically review this process to determine if the cost associated with such filings exceeds the benefits.

The Advisers do not require or solicit prepayment of more than $1,200 in fees, six months or more in advance. The Advisers are not currently aware of any financial condition that is reasonably likely to impair their ability to meet contractual commitments to the Funds or investors. The Advisers have not been the subject of any bankruptcy petition.