Webs Creek Capital Management LP

Webs Creek Capital Management LP (the “Investment Manager”), a Texas limited partnership and private investment advisory firm, was organized in January 2019. We provide investment management services with respect to private pooled investment vehicles and other institutional investors (“SMA Investors”) via separately managed accounts (“SMAs”) and have full discretionary authority with respect to investment decisions. Our investment advisory services are provided in accordance with the investment objectives and guidelines set forth in the applicable offering and/or governing documents of the funds and SMAs we advise. References and disclosures in this brochure relating to any funds or SMAs we advise should be read in conjunction with the fund’s and/or SMA’s offering and governing documents. In 2023, we launched Webs Creek Private Strategies LLC (the “Relying Adviser” or “WCPS”). WCPS is a relying adviser of Webs Creek Capital Management LP and provides investment management services with respect to private pooled investment vehicles focused on investments in private companies and has discretionary authority over investment and operational decisions as outlined in the private pooled investment vehicles’ governing documents. References to “we” in this brochure generally refer to the Investment Manager but when context requires should be read to include the Relying Adviser. PRINCIPAL OWNER The general partner of the Investment Manager is Webs Creek CM GenPar LLC (the “General Partner”), a Texas limited liability company, which is wholly owned and controlled by M. Stephen Thomas (the “Principal”). Mr. Thomas is the only beneficial owner holding more than 25% of the limited partner interests of the Investment Manager. The sole member and manager of WCPS is the Investment Manager. TYPES OF ADVISORY SERVICES We provide investment advisory services to private pooled investment vehicles, Webs Creek Capital Partners LP, a Delaware limited partnership and its feeder fund, Webs Creek Capital Offshore Fund Ltd., a Cayman Islands exempted company (jointly, the “Fund”) and SMAs. We are responsible for investing and re-investing the capital of the Clients in securities, financial instruments and/or other assets in accordance with the investment objectives, policies and guidelines set forth in the offering and/or governing documents of the Clients, with a focus on the energy sector. The Relying Adviser provides investment advisory services to private pooled investment vehicles, WCPS SPV I LP, a Delaware limited partnership, and its feeder fund, WCPS SPV I LLC, a Delaware limited liability company (jointly, the “SPV” and collectively with the Fund and SMAs, the “Clients”) and is responsible for its investment in and oversight of a private company. The Investment Manager and Relying Adviser identify investment opportunities utilizing a fundamental research process. The Investment Manager and Relying Adviser use both qualitative and quantitative factors to formulate a view of a company’s value and, in addition, identify opportunities that include corporate and/or industry catalysts. We manage SMAs on behalf of institutional clients which may employ strategies similar to that of the Fund. Terms applicable to these SMAs (including any investment restrictions) are subject to negotiation and may vary from those applicable to the Fund. See Item 8 below. INVESTMENT RESTRICTIONS We provide investment advice to the Clients in accordance with the investment objectives, policies and guidelines set forth in the applicable offering and governing documents, and not in accordance with the individual needs or objectives of any particular investor in the Fund or any of the Clients. Investors are not permitted to impose restrictions or limitations on the management of the Fund. ASSETS UNDER MANAGEMENT As of December 31, 2025, we had $1,254,428,430 in regulatory assets under management, all of which were managed on a discretionary basis.

Fund Fees. In consideration of our advisory services to the Fund, we receive management fees and one of our affiliates is entitled to receive performance allocations. The fees and expenses applicable to the Fund are set forth in detail in the applicable governing and offering documents. A brief summary of such fees and expenses is set forth below: Management Fee. We receive a management fee, payable quarterly in advance, equal to a percentage of the capital account balance of an investor as of the beginning of such calendar quarter. The management fee for Class A of the Fund is calculated at an annual rate of 1.5%, and the management fee for Class B is calculated at an annual rate of 1.25%. The management fee for the Founders Class is calculated at an annual rate of 1.5% so long as the aggregate net assets of the Fund are less than $50,000,000. Thereafter, the Founders Class management fee is calculated at an annual rate of 1.25% until the aggregate net assets of the Fund are equal to or greater than $100,000,000, at which point the Founders Class management fee is calculated at an annual rate of 1.0%. The Management Fee for any investor is prorated for any partial quarter. Our affiliates generally are not subject to any management fee. Performance Allocation. Subject to certain terms and limitations, one of our affiliates generally is entitled to receive a performance-based allocation. The Class A performance-based allocation is equal to twenty percent (20%) of the aggregate net profits allocated to an investor in such Class at the end of the calculation period, which typically is the end of each calendar year. The Class B performance-based allocation is equal to seventeen and a half percent (17.5%) of the aggregate net profits allocated to an investor in such Class at the end of the calculation period, which typically is the end of the initial three-year anniversary following a capital contribution from the Class B investor, and, thereafter, at the end of each calendar year. The Founders Class performance-based allocation is equal to fifteen percent (15%) of the aggregate net profits allocated to an investor in such Class at the end of the calculation period, which typically is the end of each calendar year. Our affiliates generally are not subject to any performance allocations. The performance allocation is calculated and determined separately with respect to each capital contribution made by an investor. A “Carryforward Account” (also known as a “high water mark”) is maintained by the Fund with respect to each capital account of an investor. At the end of each calculation period, each Carryforward Account is (a) increased by the amount, if any, of negative performance change with respect to such account and (b) reduced (but not below zero) by the amount, if any, of positive performance change with respect to such account. Changes are also made to the Carryforward Account upon any withdrawals or distributions from the Fund. No performancebased allocation is allocated with respect to a capital account of an investor until the Carryforward Account has been reduced to zero. Each investor is required to certify that it is, among other things, an “accredited investor” and “qualified client” (as such terms are defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended) and a “qualified purchaser” (as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended). Our fees with respect to each investor generally are not negotiable. However, subject to certain conditions and limitations, the management fee and/or performance allocation with respect to any investor may be waived or reduced by us or our affiliate. The Fund’s general partner, in its sole discretion, may enter into a side letter or similar agreement with an investor that provides for differing or additional rights or terms when compared to other investors, such as different management fees or performance-based allocations. Subject to applicable law, neither the Fund nor the Investment Manager intends to disclose the terms of such side letter agreements or the identities of the investors that have entered into such agreements. The Fund’s general partner generally grants waivers of the Fund’s management fee and performance-based allocation to principals and employees of the Investment Manager and its affiliates, as well as their related family members and affiliates. SMA fees. The Investment Manager does not have a standard fee structure for SMAs. The amount and payment terms of fees related to SMAs are addressed in their respective advisory agreements. Relying Adviser’s fees. WCPS receives a monitoring fee from the holding company in which the SPV invests in exchange for its research, due diligence and ongoing monitoring of the investment. SPV limited partners pay a

quarterly management fee at an annual rate of (i) one-half percent (0.50%) of such limited partners subscription amount for the first five (5) years, and then (ii) one-fourth percent (0.25%) of such limited partners subscription amount for the next five (5) years. A WCPS affiliate will also receive cash distributions equal to a fifteen percent (15%) of the SPV’s profits (the “Carried Interest”). Carried Interest is not earned and paid until limited partners of the SPV have received cumulative distributions equal to the sum of the limited partners aggregate contributions and after a preferred return. The SPV’s preferred return is calculated as an eight percent (8%) annual return, calculated like simple interest on each limited partners’ aggregate capital contributions less distributions of the SPV to its limited partners. DEDUCTION OF FEES With respect to each applicable Fund investor, management fees are payable quarterly, in advance, as of the first day of each calendar quarter and deducted directly from the capital account of each investor. For SMA clients, management fees may be paid monthly in arrears, quarterly in advance, or quarterly in arrears as determined by each advisory agreement. We typically invoice SMA clients and are paid after the SMA client has reviewed and approved the fee calculation for payment. The management fee is prorated with respect to any capital contribution effective other than as of the first day of a calendar quarter or month (in the case of SMA clients). Should any portion of a management fee paid in advance be due back to an investor at the time an investor withdraws or redeems, such as prior to a quarterend or month-end (in the case of SMA clients), any such amount will be refunded or added to withdrawal or redemption proceeds to the investor. WCPS receives its monthly monitoring fee directly from the holding company in which the SPV invests. This amount is not deducted from client accounts, though each client indirectly bears this expense, which is discussed in detail in the SPV governing documents. The WCPS management fee is calculated and payable in advance on the first business day of each calendar quarter and is paid from an account we are managing. Performance-based allocations and the Carried Interest are re-allocated from each capital account of an investor to the capital account of our affiliate(s) or un-affiliated assignees, when applicable. OTHER FEES AND EXPENSES Non-SMA clients will bear all expenses of the organization of the client and the offering of its limited partner interests (the “Interests”) (including legal and accounting fees, printing costs, “blue sky” and other regulatory filing fees and expenses and out-of-pocket expenses) (collectively, “Organizational Expenses”). The Fund and SPV intend to amortize Organizational Expenses over a period of 60 calendar months from the date the Fund or SPV commences operations because it believes such treatment is more equitable than expensing the entire amount of Organizational Expenses in the Fund/SPV’s first year of operation. The Fund bears all (i) costs and expenses related to its investment program, including expenses related to proxies, underwriting and private placements, data feed hardware and software (including Bloomberg Terminals for members of the investment team), research, meetings or conferences related to research and potential investments, trade publications, brokerage commissions, bank service fees, interest on debit balances or borrowings, custody fees, fees assessed by prime brokers, and other third-party service fees, and any taxes (including, but not limited to, withholding and transfer taxes) imposed on the Fund, expenses relating to any short sales, clearing and settlement charges, and travel expenses, including reasonable meals and accommodations; (ii) all out-of-pocket costs of the administration of the Fund, including without limitation, fees and expenses of any administrator, accounting, audit, tax and tax preparation expenses, legal expenses, costs of any litigation or investigation involving the Fund’s activities, and costs associated with reporting and providing information to existing and prospective limited partners in the Fund (the “Limited Partners”), the cost of holding any meeting of the partners, fees and expenses of any administrator, and any costs of procuring and maintaining insurance for the benefit of the Fund, the General Partner, the Investment Manager or any other “Indemnified Persons” (as defined in the Fund’s offering and governing documents); (iii) any governmental, regulator, licensing, filing or registration fees and expenses (including any fees and expenses associated with any regulatory or operations consultant) incurred by the Fund, the General Partner or the Investment Manager in compliance with the rules of any self-regulatory organization or any federal, state or local or other applicable laws; (iv) any withholding, transfer or other taxes imposed on, or payable by, the Fund or any of its partners; (v) all costs, fees and expenses associated with the ongoing offering of the Interests; provided, however, that the Fund’s management fee will

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The investment objective of the Fund is to achieve superior risk adjusted returns in all market conditions. The Investment Manager utilizes a long/short strategy intended to deliver alpha generation while minimizing risk of capital loss. To achieve its investment objective the Fund invests in publicly traded equity securities with a focus on the energy sector. The Investment Manager has deep knowledge of the energy sector and years of investment experience in publicly traded energy equities. Global oil supply and demand factors, energy policies of oil producing nations, and the range of equity performance in the transitional energy landscape through the emergence of new technologies, creates mispricing and dispersion amongst individual equity energy securities. The Investment Manager identifies investment opportunities utilizing a fundamental research process. This process results in the discovery of energy securities which the market has mispriced based on the Investment Manager’s view of that security’s intrinsic value. Factors that are analyzed in the Investment Manager’s process to formulate its view of a company’s value include both quantitative and qualitative factors. Examples of quantitative factors include corporate cash flow profile, net asset value, return on invested capital, net debt, growth and dividend yield. Examples of qualitative factors include asset quality and sustainability, management expertise and execution, market access, and industry competition. In addition, the Investment Manager generally prefers to identify opportunities that include a corporate or industry catalyst that will highlight the market mispricing. The Investment Manager formulates its thesis and ranks the target company within its peer group using the above described factors and cases, only allowing the security with the most compelling risk/reward into the portfolio. Long positions generally include twelve (12) to eighteen (18) month price targets and short positions generally include nine (9) to twelve (12) month price targets. The Investment Manager only enters positions in companies with compelling upside potential and limited downside risk. The Fund’s goal is to hold the security through the investment price target time horizon. However, the Investment Manager rigorously retests its thesis and price target for each company in which it holds an investment. Should a position’s investment risk/reward change and skew negative, the Investment Manager will proactively adjust the Fund’s exposure to the investment to limit or eliminate downside risk. The Fund’s portfolio is generally comprised of eight (8) to fifteen (15) long positions and ten (10) to twenty (20) short positions. A long position generally ranges in size of 4% to 10% of the Fund’s AUM (defined below) at market. Long positions will generally not exceed 12.5% of assets under management of the Fund at market price (“AUM”). The top five (5) long positions will generally comprise 35% to 45% of AUM. A short position generally ranges in size of 1% to 4% of AUM. Short positions will generally not exceed 4.5% of AUM. The top ten (10) short positions will generally comprise 20% to 35% of the Fund’s AUM. The Fund’s gross exposure ranges from 100% to 150%. Net exposure ranges from 0% to 40% long, depending on the opportunity set and other risks factors. The Fund will generally invest in North American listed public equity securities with market capitalizations between $400 million and $25 billion. The Investment Manager targets the ability to liquidate individual positions in under forty-five (45) days while being less than 15% of the securities’ ninety (90) day average daily trading volume. For each individual security in the portfolio, and for the portfolio as a whole, the Fund tracks multiple risk factors, including but not limited to: dividend yield, growth, momentum, leverage, earnings risk, percent of the company’s equity securities owned by hedge funds, short interest, international versus domestic derived revenue and assets, ETF rebalance risks, crowding, value, sentiment, beta, and volatility. This analysis also includes macro factors the Investment Manager believes to be impactful to the thesis. Macro factors include supply and demand disruptions, political stability in oil producing nations, foreign and domestic policies, environmental risk and concerns, and disruptive industry technology. In addition, the Investment Manager tracks potential negative tax implications and strives to balance tax efficiency while generating superior returns. SMAs we manage will generally follow a similar investment strategy to the Fund, provided however, that the investment management agreement related to such account(s) may vary certain aspects of the strategy (including but not limited to a long only strategy).

The investment object of the WCPS strategy is to form SPV(s) to generate attractive absolute returns through the acquisition of ownership interests in one or more private energy companies. Each potential SPV will have a different investment objective and strategy which will be detailed in full in its private placement memorandum. CERTAIN RISK FACTORS The investment objectives and methods summarized above represent the Investment Manager’s current intentions. Depending on conditions and trends in the securities markets and the economy in general, the Investment Manager may pursue any objectives, employ any investment techniques or purchase any type of security that they consider appropriate and in the best interests of the Clients whether or not described in this section. The foregoing discussion includes and is based upon numerous assumptions and opinions of the Investment Manager concerning world financial markets and other matters, the accuracy of which cannot be assured. There can be no assurance that the Clients’ investment strategy will achieve profitable results. Please note that the following list is not a complete list of all risks involved in connection with an investment in the Clients or with the Investment Manager. With respect to the Clients, additional risk disclosures may be found in the Clients’ private placement memorandum. Investment Risk Factors Investment Judgment; Market Risk. The profitability of a significant portion of the Clients’ investment program depends to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Investment Manager will be able to predict accurately these price movements. The prices of many of the securities and other investment instruments in which Investment Manager invests are highly volatile and market movements are difficult to predict. Investment analyses and decisions may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available at the time of making an investment decision may be limited, incomplete or erroneous, and therefore no assurance can be given that all circumstances that may adversely affect an investment will be known. Depending upon the investment strategies employed and market conditions, the Clients may be adversely affected by unforeseen events involving such matters as political crises, military actions, terrorist attacks, natural disasters, public health issues (including viral outbreaks and pandemics such as the COVID-19 coronavirus), changes in currency exchange rates or interest rates, forced redemptions of securities or acquisition proposals, regulatory intervention or general market conditions creating illiquidity or pricing anomalies or value impairment. With respect to the investment strategy utilized by the Clients, there is always some, and occasionally a significant, degree of market risk. Reliance on Key Person. The Clients will be substantially dependent on the services of the Principal. In the event of the death, disability, departure or insolvency of the Principal, or the complete transfer of the Principal’s interest in the Investment Manager, the business of the Clients may be adversely affected. The Principal will devote such time and effort as he deems necessary for the management and administration of the Clients’ business. However, the Principal may engage in various other business activities in addition to managing the Clients, and consequently may not devote all time to Clients’ business. Risk of Loss: No Limited Liability. An investment in the Clients is speculative and involves a high degree of risk. The Clients are not a limited liability product. Clients are personally liable for all losses incurred by its investment in the Clients, and such losses could materially exceed the capital which Clients allocated to Manager’s trading. Illiquidity. The investments made by the Clients may be very illiquid, and consequently the Clients may not be able to sell such investments at prices that reflect the general partner’s assessment of their value or the amount paid for such investments by the Clients. Illiquidity may result from the absence of an established market for the investments as well as legal, contractual or other restrictions on their resale by the Clients and other factors. Furthermore, the nature of the Clients’ investments may require a long holding period prior to profitability. The general partner is authorized to make distributions in kind of securities in lieu of or in addition to cash. In the event the general partner makes distributions of securities in kind, such securities could be illiquid or subject to legal, contractual and other restrictions on transfer.

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We provide investment advisory services to affiliated private pooled investment vehicles that focus on either the public or private market. From time to time, we will provide investment advisory services to SMAs at an investor’s request. We may in the future provide investment advice to other types of clients. ACCOUNT REQUIREMENTS The minimum initial capital contribution amount required for an investor in the Fund is $1,000,000, although capital contributions of lesser amounts may be accepted in its general partner’s discretion. The minimum capital contribution amount required for an investor in the SPV is $5,000,000, although capital contributions of lesser amounts may be accepted in its general partner’s discretion. We manage SMAs on a case-by-case basis taking into consideration factors including the minimum amount of assets managed, the trading mandate of the SMA and other investment requirements or restrictions. To invest in the Fund or SPV, each investor is required to certify that it is, among other things, an “accredited investor” and “qualified client” (as such terms are defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended) and a “qualified purchaser” (as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended). Each prospective investor is required to complete and return various subscription documents to the Fund and/or SPV, which are designed to provide the Fund and/or SPV, the administrator(s), us and our affiliates and agents with important information about the investor. Capital contributions may be accepted or rejected, in whole or in part, in our sole discretion.

As noted under Item 5 above, one of our affiliates is entitled to receive performance-based allocations with respect to each capital account of investors in the Fund and carried interest with respect to each capital account of investors in the SPV and we may be entitled to performance-based fees on SMAs. Therefore, performance-based allocations, carried interest and performance-based fees could motivate us to make investment decisions that are riskier or more speculative than would be the case if these arrangements were not in effect. Our individual employees and affiliates who are compensated to some extent based upon Client performance face the same potential conflict. To mitigate this potential conflict of interest, we require that all employees and affiliates who are compensated to some extent based upon Client’s performance hold an investment in the Fund and/or participate in our Annual Incentive Bonus Plan, a deferred compensation plan. This puts the employees and affiliates’ capital at risk the same as any other investor in the Fund/SMA. In the case of all partners and our affiliate that receives the performance-based allocation, this investment is significant. Similarly, our partners who are compensated to some extent based upon the profits of the SPV hold an investment in the SPV and have capital at risk the same as any other investor in the SPV. See Item 8 below for a discussion of the investment strategies and risk of loss policies that also help to mitigate this potential conflict of interest. The Investment Manager does not have standard performance-based fee arrangements for SMAs. The amount and terms of performance-based fees related to SMAs, if any, are addressed in their respective advisory agreements. Currently, the holding period of a capital asset must exceed one year for gain from the disposition of such asset to be treated as long-term capital gain and subject to preferential tax rates. However, with respect to certain partnership interests granted in exchange for services rather than a contribution of capital, the holding period of a capital asset must exceed three years for gain to be treated as long-term capital gain. This results in a conflict of interest between our affiliates that are entitled to receive performance-based allocations and other Fund limited partners. We address this conflict through full and fair disclosure in the applicable offering documents and this brochure. Consistent with our fiduciary duties, our policy is to use the utmost care when making and implementing investment decisions with respect to the Fund and to treat all Clients fairly and equitably. Because the performance-based allocation and fee is calculated on the basis that includes unrealized appreciation in the Fund/SMA’s portfolio based upon values assigned by us, we face a conflict of interest in valuing the Fund/SMA’s portfolio. We have also addressed this conflict by establishing a valuation policy and have delegated to fund administrators the calculation of the net asset value of the Fund and the SPV, subject to our general oversight and control. The fund administrators and we, rely on industry standard third-party pricing sources to provide fair value marks. Performance-based fee calculations for SMAs (including the portfolio valuations) are reviewed and approved by the SMA clients before initiating fee payment. We have established a valuation committee that will discuss any valuation concerns that may arise (e.g. an investment falls into Level 2 of the ASC 820 hierarchy and is not a derivative of an underlying security with a readily available closing price). Given the illiquid nature of the SPV’s investment(s), we hired a valuation consultant to help determine fair value of the SPV’s sole holding on an annual basis. The valuation of the SPV’s investment(s) does not cause the same conflicts of interest concerns as carried interest is only derived from cash distributions to SPV partners and not unrealized trading profits. The SPV’s general partner will form a limited partner advisory committee to provide guidance regarding matters that may involve a conflict of interest between the general partner and its affiliates on the one hand and the SPV limited partners on the other. SIDE-BY-SIDE MANAGEMENT The Investment Manager has established specific policies and procedures around the allocation of investment and coinvestment opportunities and trade allocations to help ensure the fair and equitable treatment of all Clients, and to mitigate the potential conflict of interest of favoring one client over another when, for example, the Investment Manager could generate higher fees and put its interest above a client’s in order to receive a higher fee. These specific policies and procedures are readily available upon request.

Webs Creek Capital SLP LP is an affiliate of the Investment Manager and is entitled to receive the performance-based allocation from the Fund as described earlier in the brochure. WCPS SLP I LP is an affiliate of the Investment Manager and is entitled to receive the carried interest from the SPV as described earlier in the brochure. See Item 5 and 6 above. These entities have overlapping ownership with the Investment Manager. As stated in Item 4, the Investment Manager’s general partner is Webs Creek CM GenPar LLC, which is wholly owned and controlled by M. Stephen Thomas, the Investment Manager’s Principal. Also discussed in Item 4, Webs Creek Private Strategies LLC is a relying adviser of the Investment Manager. The Investment Manager is its sole member and manager. ARRANGEMENT WITH STRATEGIC INVESTOR The SPV, its general partner, the Investment Manager, the Relying Adviser and its affiliates have entered into an agreement with a strategic investor whereby the strategic investor made a significant investment into the SPV in exchange for certain rights. The strategic investor does not owe any fiduciary duties or other special duties or obligations to the SPV or any of the other investors and may have interests that conflict with the SPV and the other investors. For more information regarding this arrangement, please see the SPV offering documents. OTHER REGISTRATIONS Neither the Investment Manager, any affiliate, nor any management person is registered, or has an application pending to register as a securities broker-dealer, a registered representative of a broker-dealer, a futures commission merchant, commodity pool operator or commodity trading advisor.

We have adopted and implemented a code of ethics, which sets forth standards of business conduct for our employees. Our code of ethics is designed to educate all employees about our philosophy regarding ethics and professionalism, emphasize our fiduciary duties to clients, encourage employees to comply with applicable laws, prevent the misuse of material non-public information, the circulation of rumors and other forms of market abuse and address material conflicts of interest that arise from personal trading. Subject to the terms of the code of ethics, we impose restrictions on employees relating to the purchase or sale of securities for their own accounts and the accounts of certain affiliated persons. We have adopted the policy of prohibiting employees (and accounts of certain affiliated persons) from personal trading in energy company single name common or preferred stocks, bonds, options, derivatives on single name energy company financial instruments; in any energy exchange-traded funds (“ETFs”); or any similar investment. If an employee is hired that already has energy company single name or ETF investments, he/she will not be restricted from holding such positions or liquidating once ready (following standard pre-trade approval process). We in our sole discretion will determine if a company is classified as an energy company. Employees must seek prior approval from the Chief Compliance Officer before buying or selling covered securities, as defined in the code of ethics, in personal accounts. In addition, all employees are required to disclose all reportable accounts and holdings via the Investment Manager’s compliance monitoring and reporting platform and confirm the accuracy and completeness of their accounts quarterly. We also maintain certain policies and procedures designed to prevent employees from misusing material non-public information and to address certain actual and potential conflicts of interest that may arise when employees engage in outside business activities or accept, provide, offer or give gifts or entertainment events. We will furnish a copy of our code of ethics to investors upon request. The code of ethics is distributed to each employee at the time of hire, when a material change to a policy impacting an employee is made, and annually. It is available to all employees at any time. We supplement the code of ethics with training upon hire and annually thereafter. TRANSACTIONS INVOLVING CONFLICTS OF INTEREST We may cause the Clients to enter into transactions and arrangements involving actual or potential conflicts of interest. We will review any transactions involving material conflicts of interest and take such actions as we deem necessary or appropriate in an attempt to ensure that the terms of such transactions are fair and reasonable under the circumstances. Consistent with our fiduciary duties, our policy is to use the utmost care when making and implementing investment decisions with respect to Client accounts. We and/or our affiliates may come into possession of material nonpublic or other confidential information about public companies which, if disclosed, might affect an investor’s decision to buy, sell or hold a security. Under applicable law, in such case, we and/or our affiliates would be prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any person, regardless of whether such person is a client. Accordingly, should we or any of our affiliates come into possession of material nonpublic or other confidential information with respect to any public company, we would be prohibited from communicating such information to clients, and we will have no responsibility or liability for failing to disclose such information to clients as a result of following policies and procedures designed to comply with applicable law. Similar restrictions may be applicable as a result of our personnel serving as directors of private and/or public companies and have the potential to restrict trading on behalf of clients, including the Clients. It is our policy to require that all trades be allocated in a manner that treats each account fairly. If the Investment Adviser has determined to invest in the same direction in the same security at the same time for more than one client, the Investment Adviser will place orders for all such accounts simultaneously. If all such orders are not filled at the same price, we will, to the greatest extent possible, allocate the trades such that the order for each account is filled at the same average price. Similarly, if an order on behalf of more than one account cannot be fully executed under prevailing market conditions, we will allocate the trades among the different accounts on a basis that it considers equitable. The Investment Manager will document allocation instructions for all trades. Allocations will be documented in the order management system and should be communicated to brokers promptly after the trade is executed.

Any client with the same strategy will participate in investment opportunities pari passu. For client strategies that differ (e.g. long only strategy), other factors impact the allocation of investment opportunities and position sizing. Those factors include, but are not limited to:  Differing investment time horizons  Differing risk management considerations where, for example, one client can offset exposure risks (e.g. with short positions) and another client’s strategy may prohibit certain risk management procedures (e.g. long only client whose mandate does not include hedging out risks with short positions)  Differing investment objectives as described in the clients’ applicable legal and governing documents  Differing prohibited securities or asset types (if any) as outlined in applicable legal and governing documents Ultimately the Investment Manager, as fiduciary for all its clients, will act in a manner which it reasonably believes treats each account fairly. The CFO or CCO monitor trade allocations, exposures, and client returns to test for inappropriate trade allocations between client accounts on a regular basis. The SPV’s general partner will form a limited partner advisory committee to provide guidance regarding matters that may involve a conflict of interest between the general partner and its affiliates on the one hand and the SPV limited partners on the other. The Investment Manager has established policies and procedures around the allocation of investments and coinvestment opportunities, which it makes readily available to any current or potential investor upon request.

We have authority to select the brokers and other counterparties to be used for the Fund’s and SMAs’ transactions and negotiate commission rates and other compensation paid by the Fund and SMAs to such brokers and counterparties. We select broker-dealers and other counterparties on the basis of best execution and in consideration of the broker’s ability to effect the transactions; its facilities, reliability and financial responsibility; the provision or payment by the broker of the costs of research and research-related services which are of benefit to the Fund, SMAs, and us; and such other factors as we deem appropriate and consistent with applicable law. We may cause the Fund and SMAs to pay higher commissions to brokers believed to offer superior service under the circumstances, including brokers that provide investment research and analysis to their clients, including the Fund and SMAs. Accordingly, when we determine in good faith that the amount of commissions charged by a broker is reasonable in relation to the value of the overall services provided to the Fund and SMAs, including internally-developed research and other services provided by such broker, we may cause the Fund and SMAs to pay commissions to such broker in an amount greater than the amount another broker might charge. To the extent in the future the SPV needs to hire a broker, we will have the authority to make the selection and negotiate the commission rates and/or other compensation paid by the SPV. We have adopted policies and procedures that we believe are reasonably designed to ensure that the Clients achieve best execution and that brokers utilized have been selected based on the Clients’ best interests. SOFT DOLLAR PRACTICES We may use soft dollars generated by client accounts to pay for certain research and/or related services provided by brokers described above. The term “soft dollars” refers to the receipt by an investment manager of products and services (including research) provided by brokers without any cash payment by the investment manager, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment manager. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Using soft dollars to obtain investment research and/or related services creates a conflict of interest between our clients and us. Soft dollars may be used to acquire products and services that are not exclusively for the benefit of clients that paid the commissions and that may primarily or exclusively benefit us. If we are able to acquire these products and services without expending our own resources (including management fees paid by clients), our use of soft dollars would tend to increase our profitability. Furthermore, we may have an incentive to select or recommend brokers based on our interest in receiving research or other products or services, rather than on our clients’ interest in receiving lowest-cost execution. We may cause clients to pay commissions higher than those charged by other brokers in return for soft dollar benefits. Although the Investment Manager will typically use the research and services in making investment decisions for the Clients, the Investment Manager reserves the right to use such research or services for any other accounts or funds. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a safe harbor to advisers who use soft dollars generated by client accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to us in the performance of investment decision-making responsibilities. We intend that any soft dollars that we receive in connection with client-related matters would be within the limitations set forth in Section 28(e) of the Exchange Act. As of the date hereof, we have not entered into any formal soft dollar or commission sharing arrangements; however, during the last fiscal year, we obtained investment research from our broker-dealers. No soft dollars were received that were outside of Section 28(e). BROKERAGE FOR CLIENT REFERRALS Many brokers we transact with also provide introductions to prospective clients. This gives us an incentive to select or recommend brokers based on our interest in referrals rather than on our Clients’ interest in receiving lowest-cost execution. However, we do not have any formal arrangements to compensate brokers for client or investor referrals,

and we select broker-dealers and other counterparties on the basis of best execution and in consideration of the broker’s ability to effect transactions. We do not direct trades in return for capital introduction services. DIRECTED BROKERAGE We do not routinely recommend, request or require that the Clients, or third-party investors in the Fund, direct us to execute transactions through a specified broker-dealer. We also do not permit Clients, or third-party investors in the Fund, to direct brokerage for order execution purposes. TRADE ERRORS We have adopted policies and procedures regarding handling and resolution of trade errors in our compliance manual. Consistent with our fiduciary duties, our policy is to use the utmost care in making and implementing investment decisions with respect to client accounts. To the extent trading errors occur, we seek to ensure that our clients’ best interests are served. Consistent with provisions in Client legal documents, the Client generally will be responsible for trade errors (except for errors caused by the bad faith, willful misconduct or gross negligence of the Investment Manager, any of our employees, or any of our affiliates). We will furnish a copy of our compliance manual to investors upon request. PRIME BROKER SOFTWARE We utilize software provided by our prime brokers and custodians. We do not pay a separate fee for such software and systems, as they are provided as part of the prime brokerage and custodian offerings, which is covered by commissions and financing paid to the prime brokers in connection with Fund and SMAs trading activity.

Except as otherwise disclosed herein, we currently do not receive any economic benefit from any person who is not a Client for providing investment advice or other advisory services to our Clients. REFERRALS We currently do not compensate any third party for client or investor referrals. We may participate in events hosted by third-party financial institutions to promote awareness of the hedge fund industry, including funds managed by or strategies traded by us. However, such third-party financial institutions are not compensated by us, nor act as agent on our behalf, with respect to such events.

This section requires registered investment advisers and management personnel to disclose all material facts regarding any legal or disciplinary events that would be material to an investor’s evaluation of our advisory business or the integrity of our management. The Investment Manager and its management personnel have no legal or disciplinary events to disclose in response to this Item.

We conduct reviews of the Fund’s and SMAs’ portfolios on a daily basis. M. Stephen Thomas and our CFO are primarily responsible for reviewing the portfolios and their investment activities. With respect to accounting matters, we have engaged PricewaterhouseCoopers to conduct annual audits of the Fund’s financial statements. We routinely review the SPV’s investment and monitor the holding company in which it invested. We have engaged Elliott Davis to conduct annual audits of the SPV’s financial statements. We invest the Clients’ assets in securities and other financial instruments. In monitoring the performance of the investments, we perform various levels of review. Among other items, we and the Fund’s independent administrator price portfolio investments using industry standard third-party sources. We have hired a third-party valuation consultant to provide a year-end valuation of the SPV’s illiquid investment. REPORTS TO INVESTORS The Fund’s and SPV’s administrators provide to investors as soon as reasonably practicable after the end of each fiscal year (or as otherwise required by law) annual reports containing financial statements audited by the Fund’s and SPV’s independent auditors and any other tax information required by law or reasonably requested by an investor. We provide Fund investors with monthly performance updates, quarterly investor letters, and may provide other periodic notices and reports relating to the performance and activities of the Fund. The Fund’s administrator also provides monthly capital account statements. We provide SPV investors with quarterly investor letters and may provide other periodic notices and reports relating to the performance and activities of the SPV. The SPV’s administrator also provides quarterly capital account statements. All such statements and reports are written. We may provide certain information and documentation with respect to the Fund and/or SPV to certain investors that are not normally distributed to other investors but would be available upon request. Such investors may make investment decisions (including withdrawal requests) with respect to their investments in the Fund and/or the SPV based upon such information. SMA Investors receive reports from us and its Custodians and service providers (if any) on as frequent as a basis as negotiated with those parties independently.

We have, or may be deemed to have, custody of the Fund’s and SPV’s cash and securities. To the extent required by Rule 206(4)-2 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Fund’s and SPV’s cash and securities are held with one or more qualified custodians unaffiliated with us. We may change the custodians at any time and from time to time without the consent of, or notice to, investors. The current qualified custodians that hold cash and securities for the Fund and SPV are disclosed in Section 7.B(1) of Schedule D of Form ADV Part 1A. We have engaged PricewaterhouseCoopers to conduct the Fund’s annual audit and Elliott Davis to conduct the SPV’s annual audit. Audited financial statements (prepared in accordance with U.S. generally accepted accounting principles) are provided to investors on an annual basis. We attempt to provide such statements to investors within 120 days after the end of each fiscal year, but there can be no assurance that we will be successful in this regard. Qualified custodians do not provide statements directly to investors. The Investment Manager generally structures SMAs so as to avoid being deemed to have custody of the cash or securities of such client for purposes of Rule 206(4)-2 under the Advisors Act.

We have discretionary power and authority over the types of financial instruments to be bought or sold on behalf of the Clients. In addition, we have authority to determine the broker-dealer or other counterparty to be used for Clients’ transactions and the negotiation of commission rates and other consideration to be paid by the Clients. LIMITED POWER OF ATTORNEY Each investor in the Fund and SPV generally grants us or our affiliate a limited power of attorney to enable us or our affiliate to execute the applicable partnership agreement on the investor’s behalf. We have authority to conduct authorized trading on behalf of the Clients.

We typically have voting authority with respect to securities that are owned directly by the Clients. Rule 206(4)-6 under the Advisers Act requires registered investment advisers that exercise or have voting authority over client securities to implement proxy voting policies and procedures. In accordance with the rule, we have adopted proxy voting policies and procedures in our compliance manual. Our policy is to vote (or refrain from voting) proxy proposals, amendments, consents or resolutions in a manner that serves the best interests of each Client, as determined in our discretion, taking into account various factors. We may take no action with respect to a proxy if we reasonably determine that it is in the best interest of a Client not to vote the proxy, such as if the costs, including the opportunity costs, of voting to the Client would, in our view, exceed the expected benefits of voting to the Client. Our proxy voting policies and procedures do not address all potential issues. We may vote in a manner that deviates from our policies and procedures if, after a review of the matter, we believe that the best interests of the Client would be served by, or applicable legal and fiduciary standards require, such a vote. Investors in the Clients may not direct or otherwise influence our vote with respect to any particular proxy solicitation. The portfolio manager will review proxy materials to identify potential conflicts of interest. A conflict of interest will be considered material to the extent that such conflict has the potential to influence our decision-making in voting a proxy. If a material conflict of interest is identified, we may abstain from voting or use other methods to resolve or otherwise mitigate such conflict, which may include engaging a third party to recommend a vote on the proxy based on our proxy voting guidelines, or such other method as is deemed appropriate under the circumstances, given the nature of the conflict. We will maintain a written record of the method used to resolve or otherwise mitigate any material conflict of interest. In the event that our proxy voting policies and procedures are not implemented precisely as we intend because of the actions or omissions of any custodian or sub-custodian, or other agent, or any such person experiences any irregularities (e.g., misvotes or missed votes), then such instances will not necessarily be deemed by the Investment Manager as a breach of the proxy voting policies and procedures. In certain instances, we may not be able to exercise voting rights because proxies or other documentation for a vote are not received in a timely fashion. Pursuant to Section 14A of the Exchange Act, we file form N-PX annually with the SEC, disclosing how we voted on executive compensation (“say-on-pay”) matters with respect to any security over which we exercised voting power during the reporting period. Form N-PX is publicly available via the SEC’s website. Investors may obtain copies of our proxy voting policy, together with information regarding how we have voted past proxies, by contacting us. We expect to follow the above procedures for all our Clients as part of a “uniform voting policy,” but we will consider if that is not in the best interest of all our Clients on a case-by-case basis.

We do not have any financial commitment that impairs our ability to meet contractual and fiduciary commitments to our Clients, nor have we been the subject of any bankruptcy proceeding.