WestCap Management, LLC

WestCap Management, LLC (“WestCap”) is a limited liability company formed in the State of Delaware. WestCap has been in business since 2019 and its sole owner is Laurence A. Tosi (the “Principal”). We manage private pooled investment vehicles organized as either limited partnerships or limited liability companies (collectively, the “Funds”). Interests in our Funds are marketed primarily to institutional investors, high net worth individuals, family offices, trusts, corporations, limited partnerships and limited liability companies. Investors purchase interests in our Funds, with investments made at the Fund level. At this time, our only advisory clients are the Funds. As the investment manager of the Funds, we (i) identify portfolio company investment opportunities, (ii) monitor performance and manage the acquisition and disposition of the portfolio company investments of each Fund, and (iii) address issues that may arise with respect to the performance of the Funds’ portfolio companies or the value of the Funds’ investments. Affiliates controlled by us serve as the general partners (the “General Partners”) or managing members (the “Managing Members”), as applicable, of each Fund. Our investment management services for the Funds primarily focus on (a) researching and managing negotiated acquisitions of interests in privately-owned operating companies (i.e., corporations and limited liability companies) that typically are in a growth phase of their development or otherwise meet the target investment objectives of the Funds, (b) managing the Funds’ interests in those portfolio companies, and (c) arranging for the disposition of those interests. Our primary focus is on portfolio company investments in five core areas: (i) Financial Technology; (ii) Real Estate Technology; (iii) Experience Technology; (iv) Life Technology; and (v) Infrastructure Technology. The Funds typically do not purchase publicly traded securities, but may ultimately hold such securities as a result of portfolio company events, such as an initial public offering, a merger with a public company or a sale of a portfolio company to a public company. For the Funds, we generally seek the right to appoint a board member to most portfolio company boards of directors and/or to obtain a board observer seat. However, there can be no assurance that a Fund will receive the right to appoint a board member or receive a board observer right with respect to each portfolio company. Additionally, WestCap provides initial public offering advisory services to its portfolio companies typically in concert with unaffiliated professional accounting and legal teams. Such services include assisting selected portfolio companies in underwriter and auditor selection, developing operational infrastructure and staffing to prepare for public company reporting, optimizing operations and procedures to support future public company compliance requirements, marketing and branding services, and investor selection, among other services. The management services we provide for each Fund are further described in the applicable Fund’s offering memorandum, documents or operating agreement in the case of a Fund organized as a limited liability company, and the investment management agreement between us and the Fund (the “Documents”) and are not necessarily tailored to the individual needs of any particular investor in a Fund. Certain Funds make a single investment generally in a single class of securities of a particular portfolio company, which is described in the applicable Fund’s Documents (“Specified Asset Funds”). Four of our Funds invest in securities of a variety of portfolio companies without any prior specification (the “Strategic Funds”). In accordance with common industry practice, we and the General Partners or Managing Members, as applicable, may enter into “side letters” or separate agreements with certain investors in a Fund pursuant to which we and the General Partners or Managing Members, as applicable, grant an investor specific rights, benefits or privileges that are not generally made available to all investors in a Fund (for example, including, without limitation, access to information, ability to transfer interests in a Fund or compliance with specified investment policies, laws or regulations). We will not enter into any side letters granting information rights to investors regarding Fund portfolio companies if such rights are reasonably expected to have a material, negative effect on the other investors in the applicable Fund and we will comply with the “Preferential Treatment Rule” as and when applicable. Disclosure of applicable side letter practices in any particular Fund is made to investors prior to their investment in such Fund and we will disclose all preferential treatment of investors in a Fund related to any material economic or other terms in accordance with and to the extent required under the “Preferential Treatment Rule” as and when applicable. The Funds’ investments are typically in preferred stock and, from time to time, in common stock, convertible preferred stock, convertible notes, warrants or other instruments convertible into equity securities of a portfolio company. The

Documents detail the remuneration to be received or potentially to be received, by our affiliated General Partners or Managing Members, as applicable, and carry partner for managing the Funds. In general, the Strategic Funds are WestCap’s primary investment funds. In the event that a portfolio company’s demand for capital exceeds the amount of capital that the General Partner of the applicable Strategic Fund is comfortable investing for, among other reasons, prudent concentration and diversification concerns or the expectation that further investments will be required thereafter through the exercise of preemptive rights, WestCap may from time to time offer investors co-investment rights by forming a separate Specified Asset Fund to concurrently invest in the applicable Strategic Funds’ portfolio company. All of WestCap’s investors have the right to invest in any such Specified Asset Fund. We and our General Partners, Managing Members and employees are fiduciaries who must take into consideration the best interests of our Funds and the investors therein. We seek to act at all times with competence, dignity, integrity and in an ethical manner when dealing with our investors and complying with our fiduciary obligations. We seek to use reasonable care and to exercise independent professional judgement when conducting investment analysis, and when making, managing and disposing of investments and engaging in associated professional services activities. As a fiduciary, we have the obligation to deal fairly with our investors. We have the following responsibilities, among others, when managing our Funds:

to serve the best interests of the Funds at all times;

to exercise a high degree of care and diligence in our management decisions;

to have a reasonable basis, information and understanding of the facts in making our management decisions;

to fully and fairly disclose any material conflicts of interest in writing to the Fund and its investors and/or to the Fund’s Limited Partner Advisory Committee, as applicable, including, without limitation, conflicts arising as a result of compensation paid to affiliates of WestCap by the Funds, and to seek the best execution of the Funds’ transactions generally and in the selection of any broker-dealers, as may be applicable; and

to treat Funds and their investors fairly and equitably.

We do not participate in wrap fee programs. As of December 31, 2025, we managed $7,441,289,978 of regulatory assets under management, all of which are managed on a discretionary basis.

General As compensation for our investment management services, we receive from each Fund an annual management fee. In general, depending on the Fund, the management fees range from 1% to 2% annually of the total capital committed to a Fund by its investors and may be waived or reduced in our discretion for particular investors. Our carry partner affiliate also generally receives a performance allocation, described further below under Item 6, “Performance-Based Fees and Side-By-Side Management,” based on the returns achieved on a Fund’s investments. The management fees and carried interest performance allocation described herein are generally subject to modification, waiver or reduction by WestCap in its sole discretion, both voluntarily and on a negotiated basis with selected investors, which may not be disclosed to other investors in the same Fund except as required by contract or under the “Preferential Treatment Rule” as and when applicable. The Funds typically pay or reimburse WestCap, the General Partner, the Managing Member or their affiliates for the applicable organizational and start-up expenses. Expenses that Funds may bear include, without limitation, the following: investment expenses (for example, and without limitation, banking fees, interest expenses, research related investment and travel expenses incurred in connection with the due diligence and monitoring of investments; broken deal expenses; consulting and strategic advisors expenses; attorney’s fees and expenses; and other professional fees

relating to particular investments); systems and technology expenses; audit and tax preparation expenses; underwriting expenses; valuation expenses; expenses related to services performed by an administrator; expenses relating to the offer and sale of interests in the Funds and extraordinary expenses; expenses associated with regulatory filings made in connection with the Funds’ operations and holdings; insurance (including on behalf of WestCap and its affiliates); expenses incurred by members of a Limited Partner Advisory Committee in connection with the fulfillment of their duties to the Funds, including reasonable travel and lodging expenses, expenses incurred in connection with annual Fund meetings or other periodic or special meetings, including associated expenses and reasonable dining and entertainment expenses, travel and lodging expenses, including, as permitted by WestCap’s policies and procedures, business or first class travel where permitted and travel-related expenses (e.g., meals, lodging and reasonable entertainment); printing and distribution expenses; and legal and regulatory compliance expenses, including on behalf of WestCap. From time to time, the General Partner or Managing Member of a Fund may form “special purpose vehicles” for the purposes of accommodating certain tax, legal and regulatory considerations of the applicable Fund and its investors. Expenses related to the formation and organization of such “special purpose vehicles” are typically allocated to the applicable Fund in accordance with such Fund’s Documents. We or our affiliated General Partners or Managing Members generally pay all ordinary administrative and overhead expenses incurred in connection with maintaining and operating our offices, including employees’ salaries, rent, utilities and other administrative costs. The complete details regarding Fund fees and expenses are set forth in the applicable Documents. From time to time, WestCap will be required to determine whether certain fees, costs and expenses should be borne by WestCap, a Fund, a portfolio company, co-investors in a Specified Asset Fund or a third-party, and the amounts of such fees, costs and expenses that should be allocated among such parties. In certain cases, WestCap may allocate fees, costs and expenses among multiple parties. WestCap allocates fees, costs and expenses in accordance with the applicable Documents or policies, and, to the extent not addressed in the applicable Documents, WestCap allocates expenses among parties in good faith based on the investment size of the applicable Funds, the relative benefits received by a party or such other methods that WestCap elects to apply in its sole discretion regardless of any interest WestCap may have in such allocation. Notwithstanding the foregoing, the amount of an expense allocation to a Fund may not reflect the relative benefit derived by such Fund in any particular instance and a Fund may bear more or less of a particular expense based on the allocation methodology applied by WestCap. WestCap determines, based on the terms of the applicable Documents or policies, whether an expense is to be categorized as an expense of WestCap or of the applicable Fund. The allocation of expenses presents a potential conflict of interest. WestCap complies with its duty to act in the best interests of the Funds in making such allocations, subject to the applicable provisions in the Fund’s governing Documents or policies, and WestCap’s written expense allocation policies and procedures. As further described in Item 4, “Advisory Business,” WestCap may form Specified Asset Funds from time to time to facilitate investment by investors to invest alongside one or more Strategic Funds. Subject to the applicable Documents for a particular Specified Asset Fund, certain expenses, including, without limitation, expenses related to the formation and organization of such Specified Asset Fund or otherwise incurred solely for the benefit of such Specified Asset Fund, will be borne by the Specified Asset Fund. Expenses which are paid or incurred for the benefit of a Specified Asset Fund and one or more Strategic Funds that invest in the same portfolio company will typically be allocated among such entities. In certain cases, expenses (including, without limitation, legal, accounting, onboarding, audit, litigation, consulting, third-party, travel and travel-related, lender costs and fees, investment bank fees, commitment fees, break-up fees, reverse termination fees, topping, termination, negotiation fees or other similar fees) are incurred in connection with a proposed Specified Asset Vehicle transaction that is not consummated and, at the sole discretion of WestCap, such expenses may be borne by the Specified Asset Vehicle or its respective investors in accordance with the applicable Documents. The amount of the management fee varies for each Fund, is determined at the time the Fund is formed and generally is not changed thereafter. In the case of our Strategic Funds, after the end of the applicable investment period (i.e., the period within which the applicable Strategic Fund can draw down committed capital), the management fee is calculated based on capital commitments. The management fee is generally invoiced semi-annually in advance. If a Fund’s management fees are invoiced in advance and the Fund is dissolved before the conclusion of the period covered by the advance payment, the unearned management fees would be returned to investors in the Fund in connection with its dissolution. Investors in a Fund generally are not permitted to withdraw or redeem interests in the Fund in which they invest prior to that Fund’s dissolution.

We or the Fund’s General Partner or Managing Member, as applicable, receive from time to time an expense reimbursement upon the closing of a portfolio company investment transaction that is paid by the portfolio company in which such Fund invests. The expense reimbursements paid by portfolio companies when applicable vary in amount, but are typically less than the actual expenses incurred by us in connection with a portfolio company investment. As mentioned above, to the extent that our expenses are not reimbursed by the applicable portfolio company, they are charged to the Fund and in effect borne by Fund investors. From time to time, we also may receive other fees from portfolio companies for consulting services and service by our employees on the portfolio companies’ boards of directors. In some instances, these fees (e.g., board fees) are credited against our management fees in accordance with the Documents. Other fees paid by portfolio companies (for example, certain advisory, brokerage or other similar fees) to us, the General Partners, Managing Members or their respective affiliates are generally not subject to the management fee offset. Other Information WestCap exempts (and expects in the future to exempt) certain investors (which include or may include affiliates, personnel, “friends and family,” strategic advisors and other persons with relationships with WestCap) in the Funds from the payment of all or a portion of management fees and/or carried interest. WestCap retains flexibility to structure its compensation from investors and typically expects to invoice an investor directly for management fees or other compensation, rather than deducting such amounts from the investor’s capital commitments. The Funds generally invest on a long-term basis. Accordingly, investment advisory and other fees are expected to be paid, except as otherwise described in the Documents, over the term of the Funds, and investors generally are not permitted to withdraw or redeem interests in the Funds. Certain current and former WestCap professionals receive salaries and other compensation derived from, and in certain cases including a portion of, the management fee, carried interest or other compensation received by WestCap. In addition to the management fee payable to WestCap and the carried interest payable to WestCap’s carry partner, each Fund bears certain expenses. Each Fund also pays, or reimburses WestCap and any affiliate thereof, for all other fees, costs, expenses, liabilities and obligations relating to such Fund’s and/or its affiliates’ activities, business, portfolio companies or actual or potential investments, whether incurred prior to, or following a Fund’s closing date, including with respect to any entity formed to effect the acquisition and/or holding of securities in a portfolio company. WestCap does not generally utilize the services of broker-dealers to effect portfolio transactions for the Funds. If WestCap elects to use a broker-dealer for limited purposes relating to a particular Fund, such Fund will incur brokerage and other transaction costs subject to any applicable offset provisions set forth in the applicable governing Fund’s Documents if the service is provided by a WestCap affiliate. For additional information regarding brokerage and investment banking fees, please see the discussion below under Item 12, “Brokerage Practices.”

WestCap is an Operating Equity™ firm that invests in high-growth, asset-light technology companies with an operating edge to seek to drive disciplined growth for its portfolio companies and long-term value for its investment partners. WestCap defines Operating Equity™ as a combination of a “buyout-style” approach to investing paired with deep, multi-faceted operating expertise combined with the best attributes of both (i) “Innovators” (typically, venture capitalists and early stage investors, who tend to excel at identifying and backing promising ideas, visionary founders and disruptive technologies, and advise founders at the earliest stages in building a product and finding a market), and (ii) “Operators” (typically, buyout investors, tending to specialize in engineering operational efficiencies at the laterstage in slower-growing companies by optimizing organizational structures, refining existing strategies, and maintaining sustainable scalability in more proven, mature businesses). Applied to companies in the post-venture, pre-later stage phase of growth, we believe these skill sets help our portfolio companies scale in a disciplined manner at the most important inflection point of their maturation. We invest in companies with product market fit and excellent leadership in large and growing markets where technology is both an enabler and a differentiator. Further, we fund operating plans that we have jointly developed with our portfolio companies, and we scale our exposure as we gain confidence in the compounding value created by incremental growth capital. We call this “disciplined growth”. We actively engage with our portfolio companies across several critical operating disciplines to help them grow and become more efficient, as well as aim to position our portfolio companies to become long-term market leaders at scale in their respective industries. We believe that companies that reach this stage of their life cycle are experiencing their most rapid growth, highest level of innovation and often require substantial operational support to scale efficiently by optimizing the return on growth capital. We actively seek visionary founders developing generational technologies. We invest growth-stage capital behind software and internet-enabled companies, with a core focus on asset-light technology companies with what we regard as marketplace dynamics and powerful network effects. The WestCap team includes investor-operators who have founded, operated and/or invested behind multi-billion dollar businesses. WestCap believes that one of its points of distinction lies in its style of active operating engagement and portfolio company partnership. We seek to actively partner with our portfolio companies by crafting and implementing operating roadmaps, called Smart Scaling Plans (“SSPS”), aimed at significantly amplifying the portfolio company’s growth trajectory and value proposition through active operational engagement. We believe a gap exists in the private markets ecosystem between venture and late-stage growth. Our goal is to serve companies at their most critical stage of development, when their revenue growth is often accelerating the fastest, they are innovating new disruptive technologies and the need for operating excellence is the greatest. We believe this gap creates an opportunity to engage with companies that seek more than just capital. We seek to fill this gap by finding and investing in the market leading companies of tomorrow, seeking to scale these companies though our disciplined growth model and, ultimately, driving superior returns for our investors. We seek to invest in the most attractive segment of the global economy -- technology -- and, within that segment, the most efficient and scalable models based on asset light software with network on marketplace dynamics. Behind our investment themes, and within these market segments, we target portfolio company investments behind five core themes within which we believe we have a distinctive level of access, expertise and conviction on the macro backdrop: (i) Financial Technology (“FinTech”) -- seeking to address inefficiencies and fragmentation across financial services; (ii) Real Estate Technology -- making travel and accommodations more accessible and digitizing the real estate ecosystem; (iii) Experience Technology (or the Experience Economy) (“ExTech”) -- platforms creating meaningful life experiences as consumer spending moves away from material assets; (iv) Life Technology (“LifeTech”) -- aiming to provide equitable access to necessary healthcare; and (v) Infrastructure Technology (“InfraTech”) -- core infrastructure technology that seeks to power asset-light industry leading marketplaces, including cybersecurity and payments, rooted in security and transparency.

Investment Themes WestCap employs a thematic investment approach, which is driven by the following

First, our investment thesis is driven by technology adoption curves, not market cycles. We believe tailwinds can create favorable, durable investment opportunities across market cycles.

Second, with the accelerating pace of technology adoption, we examine core trends within our focus verticals, which yield sub-themes that drive further research and product testing.

Third, we seek investments behind asset-light business models, which we believe are positioned to outperform overall GDP growth over time. We believe these companies also perform through cycles because asset light technology companies have the unique ability to flex their cost structures up and down, reflecting the opportunity set and increase in resource efficiency as they scale.

Fourth, we target companies for which we believe our “smart-scaling” advantage has the potential to have a material impact on the companies by creating sustainable and differentiated value.

Investment Criteria Our underwriting objective focuses on the achievement of performance targets including, Gross IRRs, Net IRR, Gross MOICs, and Net MOIC. In seeking to deliver our underwriting objective, we focus on the following six areas:

Revenue Growth: We target companies with 30% plus top-line growth rates. In addition to revenue growth, positive unit economics is among the most important investment criteria that we consider. We examine the gross, contribution, and EBITDA margin profiles of each prospective investment, and assess a business based on its unit economic profitability (through customer lifetime value / acquisition cost analysis where applicable) and outlook for sustained cash flow growth. We typically underwrite five-year holds on our investments and we do not believe a serially unprofitable business, regardless of its growth profile, has optimal exit value or is in a position to sustainably create value against a volatile market backdrop. We believe that our portfolio companies should have the potential scale and operating fundamentals to pursue an IPO or an exit to a strategic buyer. To prepare our portfolio companies for a successful exit, we focus on the goal of building “Rule of 40” compliant businesses, meaning companies that achieve a combination of revenue growth and profitability margins exceeding 40% on a combined basis over a sustained period and at scale.

Visionary Founder: We seek to partner with entrepreneurs and teams of high integrity that have either, in our view, distinguished track records in innovation or, in the case of first-time founders, attributes characteristic of exceptional talents. We believe successful teams share a common culture and DNA of being innovative, disciplined and passionate: they do not solve for the wrong outcomes (e.g., personal wealth, highest valuation); they are paranoid about competition; they are inherently curious and are humble and eager to learn; and they seek to grow their competitive edge every day. We look for such qualities in our prospective portfolio company founders and management teams, as we believe successful organizations can instill consistent cultural tenets throughout the entire organization. These qualities are, in our view, reflected in the end product and the ultimate success of a portfolio company.

Operational Engagement: In our view, a distinctive quality of our team is our operational engagement, given our varied backgrounds, including founders, operators and investors. Our team members have backgrounds that have been developed at some of the financial and technology industry’s most complex and reputable organizations. We partner with our companies to develop, underwrite, and implement SSPs that are designed to materially impact a portfolio company’s growth trajectory. If a company culture, a management team and even its early investors are not interested in “discipled growth” and the measurement of success by solid financial and product fundamentals, those types of companies are of little interest to us as our disciplined approach is to them.

Governance: Our target ownership ranges from 10% to 15% after scaling our positions. We typically initially seek 5% to 10% ownership, which can grow to 25% to 35% in some cases. Our aim is to be the largest institutional shareholder behind the founder/management. As a minority investor, we believe governance

rights are essential to protect our interests, influence strategic decision-making, and access critical information, thereby fostering transparency and accountability. We seek board seat representation for all of our investments, along with downside protection through investments in preferred securities, anti-dilution measures and pre-emptive rights. We develop structures for our investments that provide critical downside and operational protection, while retaining unique rights for upside capture upon momentum and success in a business. We seek to pre-negotiate rights to scale our investments by acquiring additional shares at attractive prices or discounts, finance business expansions and acquisitions, and even the right to IPO allocations at the time of the initial investment.

Investment Size: We classify our investments into three categories based on invested capital: (i) “Scout” (sub-$40 million initial commitment); (ii) “Core” ($40 million - $75 million initial commitment); and (iii) “Platform” (over $75 million initial commitment). As these Scout positions scale, they become Core and/or Platform investments. Importantly, approximately 64% of all of WestCap’s invested capital is in the form of follow-ons. This approach is intended to de-risk investments by scaling only those portfolio companies for which we have gained additional conviction and which meet or exceed our underwriting targets for the compounding of incremental capital.

Return Profile: Our strategic focus on follow-on investments means that each new investment is underwritten with the objective of achieving these return targets, based on the most accurate and relevant information available to us at the time of underwriting. Given our Operating Equity™ model, we believe we possess an “information advantage” that enables us to capitalize on follow-on investment opportunities and maximize returns while managing risk effectively.

Exit Strategy: One of the most critical principles of our platform and risk management culture is that we only invest after fully evaluating what the potential exit possibilities will be for a particular portfolio company. With an understanding of the cyclicality of public markets and strategic buyers, we position our portfolio companies to be high growth, well managed, companies with fundamentals that will appeal to some of the deepest pools of capital – that is, late stage growth and buyout capital.

Other Investment Criteria In addition, we also analyze prospective portfolio companies across the following four areas:

Product Excellence: We evaluate the product or service of prospective portfolio companies, seeking businesses that have a defensible advantage (a “competitive moat”) versus their peers. We are seeking products or services that are built with excellence in design and functionality. We also review the product or service from the lens of the solution it is aiming to solve. We believe the quality of that product or service can provide key insights into a company, its development process, practice (or not) of seeking customer feedback in the development journey, and highlights the company’s ability to consistently innovate its products to remain at the cutting edge for the particular industry segment in which it competes. We call this the “innovation advantage” and we believe that is the hallmark of many industry-leading technology companies.

Passionate Customers: In our view, the best companies determine not just what customers want, but what they need. A customer base that is passionate about a product or service, and in cases where that passion is built on a sense of need, often proves to be a loyal source of recurring revenue in transaction-based marketplaces. We seek prospective portfolio companies that solve challenges for their end consumers. Market cycles teach that demand has some level of elasticity and in down-markets, products or services that do not serve a core need may struggle to survive. Additionally, because “asset light” technology companies have a forward-thinking innovation advantage and flexible and efficient cost structures, their growth is tied to technology or customer-based adoption curves and trends, and not to general market cycles or conditions. Another dimension of this analysis is avoiding companies that require a seismic shift in customer behavior or must change an engrained market dynamic. In our view, such investments create too many unknown variables.

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As described above under Item 4, “Advisory Business,” we currently provide investment management services to the Funds and, in the future, we anticipate that we will provide investment management services only to those Funds and subsequently established Funds. We do not have a pre-established minimum or limit on the size of the Funds that we form and manage. Investment advice is provided directly to the Funds (subject to the discretion and control of the General Partner or Managing Member of each such Fund, as applicable) We generally target a minimum capital commitment of $5,000,000 by investors, although that level of investment can be waived by the applicable General Partner or Managing Member of a Fund. Additionally, each investor must be a “qualified purchaser” (as such term is defined in the Investment Company Act of 1940), a “qualified client” or an “accredited investor” (as such term is defined in Regulation D promulgated under the Securities Act of 1933) depending on the applicable Fund, and meet other criteria as specified in the governing Documents of the applicable Fund. Investors in our Funds may include, among others, family offices, high net worth individuals, banks, pension and profit sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other entities.

The Documents generally provide for a distribution waterfall pursuant to which the net proceeds realized by the Funds, after the investors contributed capital is returned and any preferred return has been paid to such Fund investors, if any (which preferred return has typically been 8%), are distributed to the carry partner of the applicable Fund until the carry partner (an affiliate of WestCap) has typically received cumulative distributions equal to 15% to 20% of the investors’ preferred return amount (if applicable) and thereafter any proceeds are typically allocated 10% to 20% to the carry partner and 80% to 90% to the investors of the Fund. The preferred return to the investors may vary from Fund to Fund; our carry partner is generally entitled to receive a total performance fee, or “carried interest,” ranging from 10% to 20% of a Fund’s income and gain, although the actual receipt of that carried interest depends on the level of income received and gains achieved by the applicable Fund after taking into account the investors’ return of capital and preferred returns, where applicable, and, in the case of the Strategic Funds, may be subject to a “claw back” to compensate investors for subsequent losses (if incurred). Certain Funds and/or investors (including WestCap personnel) may incur lower or no carried interest obligations. Except as otherwise provided by WestCap’s allocation policies, carried interest compensation may incentivize WestCap to dedicate increased resources and to allocate more profitable investment opportunities to a Fund that is charged a higher rate of carried interest or a relatively wellperforming Fund (as opposed to a relatively poor-performing Fund, in order to increase WestCap’s carry partner’s potential to receive a greater carried interest). WestCap believes that similar carried interest calculations and infrequency of overlapping primary investment periods of the Funds serves to mitigate such conflict of interest. As

with our management fees, our affiliated carry partner may elect to waive or reduce the carried interest that it receives in connection with investments by a particular investor. When the Funds invest in the securities of different portfolio companies, we believe the payment of performancerelated fees generally do not give rise to conflicts of interest with the Fund investors. When a new Specified Asset Fund is formed to make an investment in a Fund’s existing portfolio company, investors in the Fund that holds the existing portfolio company interest are generally offered the opportunity to invest in the new Specified Asset Fund in the same proportions as their original investment in the applicable Fund (as discussed further below under Item 11, “Code of Ethics, Participation or Interest in Client Transactions and Personal Trading”), but they are not required to do so (or they may elect not do so in the same proportions as their original investment in the applicable Fund). In addition, because, as discussed further below under Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss,” follow-on investments may be made in an existing portfolio company of a Fund by either a new Specified Asset Fund or a Strategic Fund, and our related persons may have differing levels of interest in the Funds that invest in the same portfolio company, it is possible that we could be subject to a conflict of interest between Funds that invest in the same portfolio company, even though our carry partner, General Partners or Managing Members, or their respective affiliates, are typically entitled to a carried interest in all such Funds. Such a conflict of interest could occur because each such Fund may invest in a different class of a portfolio company’s securities, having different priorities of payment and participation in the portfolio company’s results of operations, or in a disposition transaction with respect to those securities upon a liquidation of the portfolio company. Although we consider it unlikely, in such a case, it is possible that actions of the portfolio company in question or in relation to a disposition with respect to one Fund’s securities could be disadvantageous in relation to the securities held by another Fund. If such a situation were to occur, we intend to evaluate the circumstances separately with respect to each such Fund and to act independently in each Fund’s best interests. We intend to form additional strategic funds from time to time when the then primary Strategic Fund has achieved a defined level of investment or approaches the end of its applicable investment period. In the meantime, WestCap could form, and historically has formed, Specified Asset Funds in order to invest capital in portfolio companies that a Strategic Fund has earlier invested in or intends to concurrently invest in when (i) the demand for capital by the portfolio company is greater than the amount we believe is a prudent concentration for the applicable Strategic Fund, or (ii) investors in the applicable Strategic Fund desire to invest in the portfolio company dollar amounts that exceed their prorated allocation through a Strategic Fund.

Neither WestCap nor any of our affiliates or its Principal are registered or have an application pending to register as a futures commission merchant, commodities pool operator, a commodity-trading adviser, or an associated person of the foregoing entity. WestCap Markets, LLC (“WestCap Markets”), an affiliate of WestCap, is registered as a broker-dealer with the SEC and is a member of FINRA. WestCap Markets is permitted to engage in the following types of business: (i) best efforts underwriting (WestCap Markets cannot participate in firm commitment underwriting in any capacity); (ii) mutual fund retailer activities; (iii) private placement of securities; secondary market purchase and sale transactions; and (iv) mergers and acquisitions. Furthermore, the business and activities of WestCap Markets are expected to continue to evolve and expand over time, and it is anticipated that WestCap Markets will engage in other transactions and activities in the future.

As noted in Item 4, WestCap manages private pooled limited partnership or limited liability company investment vehicles. Some of our related persons serve as executives of the General Partner or Managing Member of these Funds and are subject to WestCap’s compliance policies. Some of our Funds may hold interests with differing characteristics and priorities in the same portfolio company; in that connection, see the discussions above under “Risk Factors” in Item 8. In the event that a portfolio company’s demand for capital exceeds the amount of capital that the General Partner of a Strategic Fund is comfortable investing because of, among other reasons, prudent concentration and diversification concerns or the expectation that further investments will be required thereafter through pre-emptive rights, WestCap may offer the advantage of co-investment commitments by forming a Specified Asset Fund to concurrently invest in the applicable portfolio company. All Strategic Fund investors have the right to invest in such Specified Asset Funds. Our Funds have purchased directors’ and officers’ insurance for the benefit both of the persons managing the Funds, with the premiums for that insurance to be shared by the Funds in proportion to their net asset values, and persons who serve as directors or officers of portfolio companies for the benefit of the Funds are typically insured by portfolio companies. Except as described below in Item 12, “Brokerage Practices,” WestCap does not have any other financial industry affiliations, including business relationships with other investment advisers that may create a material conflict of interest with us.

Code of Ethics Our supervised persons must comply with our Code of Ethics, which includes, among other things, a set of policies and procedures to prevent insider trading. The Code describes our high standards of business conduct and our fiduciary duty to our Clients and contains a number of specific requirements and prohibitions. The Code’s key provisions include:

a statement of general principles;

a policy on, and reporting of, personal securities transactions;

a policy on, and reporting of, certain political contributions;

a prohibition on insider trading and related policies and procedures;

restrictions on the acceptance of significant gifts;

procedures to detect and deter misconduct and violations; and

a requirement to maintain confidentiality of client information.

Our access persons (i.e., persons with access to confidential information concerning our Funds’ investments) must acknowledge the terms of the Code of Ethics at least annually and report to us all of their holdings and transactions in securities, including interests held by immediate family members (except for holdings and transactions in certain securities with respect to which reporting is not required by the SEC’s Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), which requires us to adopt and enforce a code of ethics that includes such reporting requirements). Our Chief Compliance Officer reviews all potential securities trades by our access persons in advance of such trades. All investments in private placements and initial public offerings by our access persons must be preapproved by our Chief Compliance Officer. Any individual not in compliance with the Code of Ethics may be subject to disciplinary sanctions, including termination. Clients and prospective clients can obtain a copy of our Code of Ethics by contacting our Chief Compliance Officer at (646) 645-4356 or at finance@westcap.com.

Participation or Interest in Fund Transactions As set forth above under Items 5 and 6, “Fees and Compensation” and “Performance Based Fees and Side-By-Side Management,” Laurence A. Tosi, our Principal, and certain of our employees, consultants and other access persons typically invest in a Fund on the basis described in the Fund’s Documents through a collective investment vehicle or individually. The fee arrangements and carried interests paid by those persons typically vary from those paid by other limited partners. Unless approved by our Chief Compliance Officer, we do not permit those persons to acquire a direct interest in our Funds’ portfolio companies other than through an investment in the investing Fund or another Fund that invests in the same portfolio company. We note, however, that WestCap or our Principal or our other access persons may hold larger interests in one Fund that invests in a portfolio company than they do in another Fund that invests in the same portfolio company, and that such differing interests could be deemed to give rise to motivation on their part to favor the Fund in which they hold a larger interest over a Fund in which they hold a smaller interest. If such a situation arises, we intend to confer with our Investment Committee, or in the case of a Strategic Fund the applicable Limited Partner Advisory Committee, to manage the two Funds’ investments and will seek to rigorously assure that we act in the best interests of each Fund. A Fund could also invest in a portfolio company in which our Principal or one of our other access persons holds a pre-existing financial interest at the time of the Fund’s investment. If such a situation occurs, we would implement procedures designed to provide assurance that the financial interest in question does not influence our investment or management decisions with respect to the portfolio company in question. Moreover, in the case of (i) a Strategic Fund, the Limited Partner Advisory Committee would consider all conflict matters, and (ii) the Specified Asset Funds, the Investment Committee would consider all conflict matters. Allocations of Investment Opportunities among Funds A Strategic Fund may at times have the capacity to invest or make follow-on investments in the same portfolio company, and a Specified Asset Fund may be formed to make an investment that could also be made by a Strategic Fund. The applicable Strategic Fund’s Documents permit the establishment of Specified Asset Funds within the same strategy as the applicable Strategic Fund; and a Specified Asset Fund may concurrently invest in the same portfolio company as the applicable Strategic Fund. However, once established, a Specified Asset Fund would not have priority investment rights over a Strategic Fund with respect to a follow-on investment in the applicable portfolio company. As a result, conflicts of interest could occur in the allocation of investment opportunities between a Strategic Fund and Specified Asset Funds. We seek to allocate investment opportunities between a Strategic Fund and the Specified Asset Funds in a fair and equitable manner, bearing in mind, among other things, a Fund’s size, investment objectives, terms, investment restrictions, concentration risks and available capital, and intend to establish a new Specified Asset Fund to make an investment that could be made by a Strategic Fund only when we consider that to be in the best interests of a Strategic Fund. In doing so, we may refer an investment decision to a Strategic Fund’s Limited Partner Advisory Committee to seek the committee’s views concerning the allocation of the particular investment. We will not make allocation decisions based on anticipated profits or compensation to us, our controlling persons, affiliates or employees. We are no longer making investments in our initial Strategic Fund (i.e., WestCap Strategic Operator Fund I, L.P.) other than follow-on investments in limited amounts in existing holdings of its portfolio companies and, thus, there is no allocation of investment opportunities between the foregoing initial Strategic Fund and our second, third and fourth Strategic Funds (i.e., WestCap Strategic Operator Fund II, L.P., WestCap Strategic Operator Fund II Sideby-Side, L.P. and WestCap Strategic Operator Fund III, L.P.). All new portfolio investments for new portfolio companies are allocated pro-rata based on available capital between our second and third Strategic Funds (i.e., WestCap Strategic Operator Fund II, L.P. and WestCap Strategic Operator Fund II Side-by-Side, L.P.). Follow-on portfolio investments for existing portfolio companies are first allocated to our second Strategic Fund (WestCap Strategic Operator Fund II) and co-investors to satisfy their pro-rata rights. Thereafter, such follow-on opportunities are made available pro-rata based on available capital between our second and third Strategic Funds. From time to time, we may reduce the amount of any investment opportunity to our third Strategic Fund to assure that our second Strategic Fund receives its target allocation of such investment opportunity. It is not expected that our third Strategic Fund will make investments that are not alongside our second Strategic Fund. Moreover, we do not expect that any subsequently established Strategic Funds will contemplate investing alongside our second or third Strategic Fund. Notwithstanding the foregoing to the contrary, we may make allocations to investors with respect to a co-invest opportunity prior to allocating investment opportunities across our Funds to comply with agreements made with Fund investors.

From time to time, there may be investment opportunities exceeding a level that we deem is prudent to allocate to the Strategic Funds. In the event that there is such excess capacity in an investment opportunity, then we may form a Specified Asset Fund to provide a co-invest opportunity to investors. Co-invest opportunities are first allocated to existing WestCap investors on a pro-rata basis relative to their respective Fund commitments, then to Fund investors who previously invested on a co-invest basis, and thereafter, to prospective new investors and third parties; provided, however, that in order to comply with agreements with existing investors. WestCap may cause a client account to buy or sell investments directly from or to another client account, and such transactions may be effected through the use of an unaffiliated broker-dealer or may be effected directly between client accounts (“Cross Transactions”). Cross Transactions may incentivize WestCap to, among other things, favor client accounts with higher fees, or with incentive fees, or client accounts where WestCap has an interest in. In certain cases, cross transactions are considered principal transactions due to WestCap’s level of ownership interest or control in the participating client account; thus, WestCap will comply with the requirements of Section 206(3) of the Advisers Act. In all instances, WestCap will execute Cross Transactions in accordance with their internal policies.

WestCap generally focuses on investing in securities of private companies and purchases and sells such securities through privately negotiated transactions in which the services of a broker-dealer may be retained. As set forth above under Item 5, “Fees and Compensation,” from time to time we are reimbursed for a portion of our expenses reimbursed by a portfolio company in which a Fund invests in connection with the closing of the Fund’s investment. Our Funds do not pay brokerage or investment banking to third parties in connection with their initial investment in a portfolio company. However, in some cases (a) either we or the Funds may pay finders’ fees to third parties in connection with identifying portfolio company investments in the form of cash or by granting finders a portion of our carry partner’s carried interest with respect to a particular investment, and (b) the portfolio company itself may pay an investment banking fee to a brokerage firm (including, for the avoidance of doubt, potentially to WestCap Markets, LLC, an affiliate of WestCap) that was retained by the portfolio company to find potential investors and assist the portfolio company in negotiating the terms of our investment transaction, and the portfolio company may also pay a finder’s fee to other persons. In addition, in connection with a transaction relating to the sale or redemption of a Fund investment or of the portfolio company’s assets or businesses, the portfolio company may engage an investment banking firm, and perhaps other consultants, to advise it in connection with the transaction, with the related fees paid by the portfolio company. We could participate in the choice, and in determining the terms of retention of investment banking and other advisers (including, for the avoidance of doubt, the potential engagement of WestCap Markets) in connection with sale or disposition transactions, but generally we will not control those decisions. If we do so participate, we will make our decisions on the basis of our assessment of the professional qualifications of the advisers in question and of the fees they propose to charge to perform out obligations to the Funds under the Best Execution rule. It is WestCap’s policy to select brokers based on a number of factors based on the applicable facts and circumstances, including, without limitation, the size and type of transaction, the markets for securities to be purchased or sold, execution, efficiency, settlement capability financial condition of the broker-dealer, the reasonableness of brokerage commissions, and relationship and quality factors. Except to the extent required under the Best Execution rule, we have no duty or obligation to seek the most favorable commission rate applicable to any particular client transaction or to select any broker on the basis of its purported or “posted” commission rate and acknowledge that the compensation payable to WestCap Markets, if applicable, creates an incentive for us to support the retention of WestCap Markets instead of other brokerage service providers. WestCap Markets may, in some cases, act as the broker in transactions on behalf of the Funds. However, WestCap Markets will only serve as a broker-dealer in a transaction if it does not conflict with WestCap’s fiduciary duties. We will evaluate transactions on a case-bycase basis to seek to mitigate such conflicts in light of our ongoing obligations to the Funds. The method of disposing of a Fund investment could involve an initial public offering of securities owned by that Fund or securities into which securities owned by the Fund are convertible. In such a transaction we could have influence over the selection of the managing underwriters in the public offering, which obtain their compensation by receiving brokerage fees or a “dealers’ spread” that are deducted from the proceeds of the sales made in the offering. In addition, the portfolio company securities owned by our investing Fund might not be entirely sold, or sold at all, in the initial public offering, in which event our Fund would typically have the right, after the passage of an underwriters’

“lock-up period,” to sell the Fund’s securities on the applicable public secondary market. In such a case we would be responsible for choosing the brokers through which such sales would take place, including the level of brokerage commissions paid. In selecting such brokers, our focus would be on obtaining best execution for the Fund’s sales; we would not necessarily choose the brokers that charged the lowest commissions if in our judgment the use of brokers charging higher commissions would result in the best net price to the selling Fund. We do not receive “soft dollars,” research or any other service from brokers, including WestCap Markets, and we believe we would not have conflicts of interest with our selling Fund in selecting, or participating in selecting, brokers and underwriters for these purposes. WestCap Markets is expected to receive underwriting fees, placement commissions, syndication fees, underwriting discounts and/or other compensation and expense reimbursements with respect to its broker-dealer activities, which amounts will not in all cases reduce or offset a Fund’s management fees and may not in all cases be shared with a Fund or its limited partners or members. The amount and terms of compensation will vary based on the activity, but in some cases will be derived based on a percentage of transaction value or a percentage of the offering underwritten by WestCap Markets. The terms of such compensation will generally be determined among the transacting parties, including, if applicable, a Fund’s portfolio company, WestCap Markets and other transaction participants. We and our affiliates are subject to potential conflicts of interest to the extent they negotiate, determine or approve any such compensation, and while we will seek compensation we believe, in light of its duties to seek best execution on behalf of the Fund, is reasonable, such compensation may not in each case be negotiated at arm’s length, and there can be no assurance that other market parties would not charge lower amounts. We do not receive client referrals from broker/dealers, engage in directed brokerage transaction or, because of the nature of our investments, generally engage in aggregated or block trades. However, if two Funds came to hold the same class of publicly traded securities, we might consider engaging in aggregated or block trades in order to gain the best possible price and execution in transactions disposing of those securities. In certain instances, we expect to refer certain investment opportunities that are not appropriate for, or cannot be pursued by, a Fund to one or more persons (including, for example, limited partners of a Fund). We historically have not received any compensation in connection with such arrangements, although WestCap reserves the right for WestCap Markets to do so in the future.

Other Compensation

As described above under Item 5, “Fees and Compensation,” we and/or the Fund’s General Partner or Managing Member, as applicable, receive from time to time an expense reimbursement in connection with the Funds’ portfolio company investments that is paid by the portfolio company in which that Fund invests, and expense reimbursements from the investors. The expense reimbursements received from portfolio companies vary in amount, but are typically less than the actual expenses incurred by the Fund. Please see our discussion of related conflicts of interest above under Item 4, “Advisory Business” and Item 5, “Fees and Compensation.” Our receipt of these expense reimbursements may present a conflict of interest because the fees paid by the portfolio company may, in economic substance, be paid in part by our investing Fund through its interest in the portfolio company. However, based on our experience in the private equity market, we believe the expenses that are paid by our Funds’ portfolio companies, which are subject to the approval of a portfolio company’s management, reflect the fair market value of the services we provide. In addition, the expenses that are paid by our Funds’ portfolio companies are described in the Funds’ offering materials and other Documents. B.

Client Referrals

In connection with offering interests in our Funds, we may engage one or more placement agents (including, for the avoidance of doubt, potentially WestCap Markets) to contact potential investors. In such a case, we pay the placement agent’s fees, generally by sharing with the placement agent a portion of the management fees and/or performance allocations that we or our affiliated General Partners or Managing Members receive from a Fund. Such placement agent fees, if any, are not charged to Fund investors and do not have the effect of increasing the management fees paid to us by the Fund or the performance allocations received by our affiliated General Partners or Managing Members.

Neither WestCap nor its management have been the subject of any legal or disciplinary events required to be discussed in this Brochure.

We closely monitor our Funds’ investments. Our investment professionals continually review and analyze existing investments to attempt to identify issues early on and to take action when necessary and meet periodically to update each other on such investments and related matters. WestCap’s post-investment review of the Funds’ investments are conducted not less frequently than quarterly against various criteria, including, without limitation, the initial investment thesis of each investment, market circumstances and other factors. Our Investment Committee, which has supervisory authority over all decisions concerning our Funds’ investments, is currently comprised of Laurence A. Tosi, Michael Sotirhos, Kevin Marcus, Jaime Hildreth, Daphne Tong, Jeff Mullen, Josh Dart and Allen Mask. As previously noted, our Funds’ investments are managed in accordance with the investment objectives and restrictions set forth in a Fund’s Documents. We provide the following written reports to investors in each Fund:

tax information for the completion of tax returns (annual);

audited financial statements (annual);

unaudited financial statements (for the first three quarters of each fiscal year); and

descriptive investment information for each Fund investment (periodically).

Because our affiliated General Partners and Managing Members exercise general management authority over all our Funds, we are deemed under Advisers Act Rule 206(4)-2 to have custody of the Funds’ assets. We comply with that rule by utilizing the so-called “audit approach” and are therefore not required to arrange for a qualified custodian, as defined in the rule, to send quarterly account statements to Fund investors. Each Fund is audited annually and upon its termination, with its audited financial statements sent to its limited partners or members within 120 days of the Fund’s fiscal year end or promptly after the completion of a final audit.

Our affiliated General Partners or Managing Members have discretionary authority over our Funds’ assets pursuant to the applicable Documents, and we have been delegated discretionary authority by our Funds pursuant to investment management agreements between us and each Fund (acting through our affiliated General Partners or Managing Members). In the case of a Strategic Fund, we determine the Fund’s investments; in the case of a Specified Asset Fund, we organize the Fund to make an investment in a specified portfolio company that is made only if a sufficient amount is raised from Fund investors to make the investment. In both situations we subsequently exercise discretion over the Funds’ investments subject to any restrictions contained in the applicable Documents.

We typically do not have the ability to fully control the management, operations and strategic direction of portfolio companies in which Funds invest because we don’t hold full controlling interests therein, but Funds from time to time have the right to appoint one or more portfolio company directors and we or our affiliated General Partners, Managing Members or affiliates may enter into consulting arrangements with portfolio companies that confer some influence over management. As a result, we are likely to have participated in a portfolio company’s business decisions and the recommendation of actions by a portfolio company’s board to its investors. But we do not do so automatically.

Although the Funds invest primarily in private companies that generally do not issue proxies, WestCap has established written policies and procedures (the “Proxy Policy”) setting forth the principles and procedures by which WestCap votes or gives consent with respect to securities owned by the Funds (“Votes”). The guiding principle by which WestCap votes all Votes is to vote in the best interests of each Fund. When exercising its voting authority over Fund securities, WestCap considers the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or other comparable documents, and any other relevant facts and circumstances that WestCap determines to be appropriate at the time of the vote with a view toward maximizing overall value. WestCap does not permit decisions regarding Votes to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. WestCap’s Chief Compliance Officer (“CCO”) has the responsibility to, (i) monitor Votes for any conflicts of interest; regardless of whether they are actual or perceived; (ii) ensure compliance with the Proxy Policy; and (iii) coordinate WestCap’s proxy voting process. In addition, all WestCap’s investment professionals are expected to perform their tasks relating to voting matters in accordance with the principles set forth above, according the first priority to the best interests of the relevant Funds. Prior to the voting of any proxy, the investment team will report the proxy to WestCap’s CCO to ensure compliance with the Proxy Policy. WestCap’s CCO will use his best judgment to disclose any material conflicts of interest to the relevant Fund’s Limited Partner Advisory Committee, if any, to ensure that any conflict is resolved in accordance with the best interests of the Funds. Because our performance fees depend on the success of our management of our Funds and the companies in which our Funds invest are not otherwise affiliated with us, we believe we generally do not have conflicts of interest in exercising the Funds’ voting and consent rights. However, Funds that hold differing interests in the same portfolio company may have conflicting interests in particular circumstances, and the Principal or other access persons could have differing levels of investment interest in such Funds. The WestCap investment team for the portfolio company that is the subject of the proxy vote must notify the CCO of any proxy vote and if they are aware of any potential conflicts of interest associated with the proxy vote. If a material conflict of interest in connection with a proxy solicitation is identified, WestCap will address such conflict of interest using one or more of the following procedures: (i) voting in accordance with the recommendation of another independent third party/fiduciary; (ii) disclosing the conflict to the client and obtaining consent before voting; (iii) in the case of a conflict of interest from a particular supervised person’s personal relationships, removing such supervised person from the decision making process with respect to such proxy vote; (iv) any other method as is deemed appropriate under the particular facts and circumstances, given the nature of the conflict, including abstaining from voting; or (v) not voting the proxy. In cases where WestCap deems it appropriate, unaffiliated third parties may be used to help resolve conflicts or to otherwise assist WestCap in fulfilling all or part of its voting obligations. In this regard, WestCap may retain independent fiduciaries, consultants, or professionals to assist with voting decisions to which voting and/or consent powers may be delegated in accordance with the Proxy Policy. WestCap will retain all books and records relating to its proxy voting activities on behalf of the Funds in accordance with the requirements of the Advisers Act. Copies of the relevant proxy logs, how proxies were voted in connection with a Fund and copies of voting policies are available to any Fund investor or prospective investor upon written request to our CCO at finance@westcap.com.

We are not subject to any financial condition that is reasonably likely to impair our ability to meet contractual commitments to clients.