WESTERLY CAPITAL MANAGEMENT, LLC

Westerly Capital Management LLC (the “Adviser”) is a limited liability company formed in Delaware in 2006. The Adviser is solely owned by Christopher J. Galvin and has an office in San Francisco, CA. Westerly Capital Management LLC has been registered with the SEC since July 2022. The Adviser was previously operating and reporting to the SEC as an Exempt Reporting Adviser since April 2012. The Adviser provides discretionary investment management services to qualified investors through the following private, pooled investment vehicles (collectively referred to as the “Clients” or the “Funds:” • • •

Westerly Partners QP, L.P, a Delaware limited partnership (“Westerly QP”); Westerly Partners QP Offshore, Ltd., a Cayman Island exempted company; and; Westerly Partners, L.P., a Delaware limited partnership (“Westerly Partners”).

We are an affiliate of Westerly Holdings LLC, which serves as the general partner to Westerly Partners QP, L.P. and Westerly Partners, L.P. The Funds’ investment objective is to achieve absolute performance in primarily the small to mid-cap technology and growth sectors through stock selection matched with adherence to strict risk management principles. Neither the LPA nor the investment management agreements impose any limits on the types of securities or other instruments in which the Funds may invest, the types of positions it may take, the concentration of its investment by sector, industry, fund, country, class or otherwise, the amount of leverage it may employ or the number or nature of short positions it may take. Further, depending on conditions and trends in securities markets, the Funds may pursue strategies and/or employ techniques other than those described above, to the extent the Adviser considers doing so appropriate and in the Funds’ best interests. The Adviser’s investment decisions and advice with respect to the Clients are subject to each Client’s investment objectives and guidelines, as set for in its respective “Offering Documents” which include each Client’s subscription documents, Limited Partnership Agreements (“LPA”), and other legal documents set in place when an investor decides to invest in the Adviser’s Funds. The Adviser does not participate in wrap fee programs. As of December 31, 2025, the Adviser had approximately $488.9M of regulatory assets under management, all of which is managed on a discretionary basis.

Management Fee. The Funds will pay the Adviser a Management Fee for managing the Funds’ investment portfolio and operations. The Management Fee will be calculated separately for each limited partner, generally at a rate of 1.5% per annum of that limited partner’s capital account, although for investors in Westerly Partners, the rate for limited partners first admitted to Westerly Partners before May 1, 2012, is lower. The Funds pay the Management Fee quarterly in advance based on the value of the limited partners’ capital account balances as of the beginning of the relevant calendar quarter. As to capital contributed on a date other than the first day of a quarter, the Adviser will be paid a prorated Management Fee. If a limited partner were to be permitted to withdraw capital on a date other than the end of the calendar quarter, such limited partner would not receive any refund of any Management Fee as to the remaining portion of that quarter. The Adviser may vary the Management Fee as to particular limited partners by separate agreement. For limited partners in Westerly QP, the Adviser has agreed to “grandfather” at a lower management fee certain investors who transferred into Westerly QP at its inception prior to May 1, 2012, from another fund the Adviser manages. Operating Expenses. The Funds will bear, either directly or through reimbursement to the General Partner and/or the Adviser, all of the ongoing operating costs. These will include, but will not be limited to: brokerage commissions on portfolio transactions; interest on margin and other borrowings; borrowing charges on securities sold short; investment transaction costs (including markups, markdowns and commissions); custodial fees; transfer and other taxes; bookkeeping, accounting and audit fees and expenses; legal fees (including fees paid to the General Partner’s and the Advisers’ counsel for services that benefit the Funds); the General Partner’s out of pocket costs incurred in performing its roles as tax matters partner or partnership representative; expenses the Adviser incurs for investment research and due diligence; filing fees; travel and travel-related expenses the Adviser incurs in connection with the Funds’ investment activities (including attending professional investment and industry specific conferences); costs of reporting to Fund partners; costs of Fund governance activities (such as obtaining Limited Partner consents if and when necessary or appropriate); fees paid to a third-party administrator; costs of the Funds’ and their affiliates’ (other than the Adviser’s) registration and filings with and licensing by governmental and self-regulatory organizations and costs associated with regulatory, tax, and other filing and reporting requirements by or related to the Funds, including filings required of the Adviser and/or its affiliates as a result of their involvement in the management of or provision of services to the Funds (including Schedules 13G and 13D and Form PF); and all other reasonable expenses related to the management and operation of the Fund and/or the purchase, sale or transmittal of its assets, all as the General Partner and/or the Adviser determines in its sole discretion. The Adviser may cause these and other Fund expenses to be paid for by securities brokerage firms to which the Adviser directs the Funds securities trades. The General Partner and/or the Adviser may, in their discretion, bear all or a portion of the Funds’ operating expenses, either directly or through a waiver of a portion of the Management Fee or the Incentive Allocation to which it would otherwise be entitled. Neither the General Partner nor the Adviser has any obligation to do so or, if it does so for any period or in any amount, to continue doing so. The General Partner and/or the Adviser will provide the Funds with office space, utilities, office equipment and certain administrative services. To the extent those facilities and services comprise part of the General Partner’s and/or the Adviser’s own operating, general administrative and overhead costs, neither the General Partner nor the Adviser is entitled to direct reimbursement from the Funds. However, the Adviser may cause some of these expenses (as well as some or all of the Funds’ direct expenses) to be paid for using

the Funds’ “soft dollars” and may cause the Funds to engage one or more third parties, at the Funds’ expense, to provide administrative services. This may relieve the General Partner and/or the Adviser of expenses it would otherwise bear. Offering and Organization Expenses. The Funds will bear, either directly or by reimbursing the General Partner, all expenses in connection with ongoing offer and sale of interests.

As a general matter, Westerly Capital Management LLC utilizes the methods of analysis and investment strategies described in the Funds’ Governing Documents. The information contained herein is a summary only and investors should refer to and carefully review the governing documents for a complete overview of the Adviser’s methods of analysis and investment strategies. Investment Strategy. The Adviser employs a long/short directional investing strategy to exploit inefficiently priced securities. The universe of ideas will heavily, but not exclusively, weight representation in the small to mid-cap growth segments and technology sector, and will often focus on companies and sectors at key points of change. Therefore, the strategy will likely include value ideas on the cusp of (re)discovery by growth managers. The Adviser also believes that companies with valuations below $2 billion in market capitalization often fall off the radar screen of larger funds and for sell-side coverage and, therefore, greater inefficiencies in their valuations are at work. In addition, having a base of operations on the West Coast – with geographic proximity to key technology companies – provides advantages to the Adviser in its research and due diligence efforts. The Funds’ management approach includes the shorting of individual securities and indices to manage the inherent risk of a long-biased portfolio. The Adviser selects equities of primarily U.S. issuers or ADRs, and will also utilize puts, calls, and other options to enhance performance and minimize risk. Risks. As a general matter, the Adviser utilizes the methods of analysis and investment strategies described in the Funds’ governing documents provided to all Clients’ investors prior to the time of an investment. The information contained herein is a summary only, and Clients’ investors should refer to and carefully review the governing documents for a complete overview of Westerly Capital Management LLC’s methods of analysis and investment strategies and the risks associated therewith. Existing investors and potential investors should be aware that an investment in the Funds involves a high degree of risk. There can be no assurance that the investment objectives will be achieved or that an investor will receive a return of its capital. The following considerations, in addition to those contained in the offering and governing documents, should be carefully evaluated before making an investment in the Funds. General Risks Bank Failures. On March 10, 2023, the Federal Deposit Insurance Corporation (“FDIC”) and the California Department of Financial Protection and Innovation assumed control of Silicon Valley Bank (“SVB”) following SVB’s financial losses and massive deposit withdrawals. On March 12, 2023, Signature Bank, New York, NY (“Signature Bank”) was closed by the Department of Financial Services of New York and subsequently, the FDIC was named receiver. These bank failures and caused turmoil in the financial markets and other similar bank failures may increase market volatility and decrease consumer and business confidence. Reliance on the Adviser. The success of the Funds depends on the ability of the Adviser and, particularly, Christopher Galvin, to develop and implement investment strategies to achieve the Funds’ investment objectives. The Funds’ investment performance could be materially and adversely affected if Mr. Galvin were to die, become ill or disabled, or otherwise cease to be involved in the active management of the business. Limited Partners have no right or power to take part in the Funds’ management. Except under specified circumstances, if the General Partner withdraws, is dissolved, or becomes insolvent, the Funds will be dissolved.

Operating Deficits. The costs of operating the Funds (including fees payable to the Adviser and organizational costs and expenses) could exceed the Funds’ income. The fees the Funds pay may be higher than those charged other private investment funds. If the Funds’ costs exceed its income, the difference must be paid out of the Funds’ capital, reducing the Funds’ investments and potential for profitability. Not a Complete Investment Program. The Funds will pursue the investment strategies described in this memorandum (as the Adviser may modify them from time to time); an investment in the Funds are not intended as a complete investment program for any investor. If the Funds’ strategies are not successful, or if the Adviser is unable to implement them effectively, Limited Partners could lose some or all of their capital. For these reasons an investment in the Funds may be considered speculative and is appropriate only for sophisticated and experienced investors who are able to bear the risk of loss of their entire investment. Portfolio Investment Risks All investment and trading activities risk the loss of capital. While the Adviser attempts to moderate these risks, there can be no assurance that the Funds will be able to invest its capital fully on attractive terms or that Limited Partners will not suffer losses. The following discussion sets forth some of the more significant risks associated with the Funds’ proposed activities. Investment and Trading Risks. An investment in the Funds involves a high degree of risk, including the risk that the entire amount invested may be lost. The Funds will invest in and actively trade securities and other financial instruments using strategies and investment techniques with significant risk characteristics, including risks arising from the volatility of the equity, fixed income, commodity and currency markets, the risks of borrowings and short sales, the leverage associated with trading on margin and in the currency and derivatives markets, the potential illiquidity of derivative instruments and the risk of loss from counterparty defaults. No guarantee or representation is made that the Funds’ investment program will be successful, that the Funds’ various investment strategies will have low correlation with each other, or that the Funds’ returns will exhibit low correlation with an investor’s traditional securities portfolio. The Adviser may utilize such investment techniques as option transactions, margin transactions, short sales, leverage, derivatives trading and futures and forward contracts. These transactions could impose substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which the Funds’ investment portfolio may be subject. Investments Based on Valuation. The Funds will invest in securities the Adviser believes are undervalued and will sell short securities the Adviser believes are overvalued. Identifying investment opportunities of these kinds is a difficult task, and neither the Funds nor the Adviser can provide any assurance that the Adviser will succeed at it. While investments in undervalued securities offer opportunities for aboveaverage capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. And short sales based on expectations that market participants will come to agree that a stock is overpriced can theoretically involve even higher risks. See “Portfolio Investment Risks – Short Selling”. The Funds may be required to hold positions for a substantial period before market prices reflect the Adviser’s beliefs about their value. Returns generated from the Funds’ investments may not adequately compensate for the business and financial risks assumed. Small and Medium Capitalization Stocks. The Funds may invest a significant portion of its assets (either directly or through derivative securities) in stocks of companies with relatively small or medium-sized market capitalizations. While the Adviser believes these stocks can provide significant potential for appreciation, they can involve higher risks than investments in stocks of larger companies. For example, prices of small-capitalization and even some medium-capitalization stocks are often more volatile than prices of large- capitalization stocks and the risk of bankruptcy or insolvency of many smaller companies

(with the attendant losses to investors) is higher than for larger, “blue-chip” companies. In addition, thin trading in some small- and medium-capitalization stocks may make those stocks less liquid than largecapitalization stocks. Investment in Technology Sector. The Funds intend to invest in stocks of companies in the “high technology” sector, including the computer hardware, computer software, semiconductor, semiconductor manufacturing, computer systems, networking, communications, technology services, and consulting industries. As a result, the Funds will be susceptible to market and other conditions that affect those industries. Stock prices in this sector have been, and the Adviser expects that they will continue to be, highly volatile. The market value of these companies may often be based on speculation and expectations about future products and research progress. Some companies’ viabilities may depend on their ability to obtain additional financing at attractive valuations. Technology companies are characterized by competition and rapid technological developments that may make their products or services obsolete in a short period of time. A company’s ability to compete may depend, at least in part, on its ability to develop, introduce and market products or services that meet changing needs and that successfully anticipate or respond to technological changes on a cost-effective and timely basis. A lack of compatibility with existing or emerging technology, the lack of standardization among competing technologies attempting to serve the same market, a failure to conform to accepted industry standards, or obsolescence can be significant obstacles for such issuers. A company’s ability to compete may also depend on its ability to prevent others from using its technology. Patent and other intellectual property protections may involve legal uncertainties. Due to these and other factors, the Funds’ investments in stocks in the technology sector may be considered speculative and may drop sharply in value in response to adverse research and development, marketing, regulatory or securities market events. General Economic and Market Conditions. The success of the Funds’ investments may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, developments in governmental regulation and national and international political circumstances. Various sectors of the global financial markets have recently experienced extended periods of market volatility, such as disruptions in global supply chains, natural disasters due to climate change, high inflation, the ongoing invasion of Ukraine by Russian forces, the Israel-Hamas conflict, U.S. tariffs on Canada, Mexico, and China. These geopolitical conditions continue to disrupt global markets having an adverse effect on the financial markets domestically and globally. Consumer and business confidence could increase market volatility and reduce liquidity, which could cause a materially adverse effect on the Adviser’s performance and overall ability to achieve its investment strategies. These factors may affect the success of the businesses in which the Funds’ portfolio companies are engaged as well as the markets for the securities the Funds hold. Unexpected volatility or illiquidity could impair the Funds’ profitability or result in losses. General Market Conditions and Disruptions; Interconnected Markets. Developments and disruptions in financial and securities markets generally, including such aspects and attributes as interest rates, the availability of credit, and liquidity of particular types of investments, as well as changes in general economic conditions, including unemployment and inflation, can significantly affect the prospects of companies in which the Funds invest, the General Partner’s ability to assess those prospects, and the Funds’ ability to adapt its portfolio and market exposures. In 2007 and 2008, a global “credit crisis” caused rapid and violent swings in all markets. The effects of that crisis on markets (including effects caused by governmental intervention, discussed below) may continue, and markets may be less predictable than they historically have been. In the summer and early fall of 2011 global economic disruptions caused additional dramatic swings in securities prices. Other types of disruptions could emerge, including as a result of political or economic developments outside the markets in which the Funds mainly invest, that have similar, or even

Read the rest in the brochure

The Adviser provides investment advice to the Clients, as described in Item 4, above. The Funds are open only to investors meeting certain suitability requirements. In addition, the Funds require significant minimum capital commitment, subject to modification by the General Partner.

The Adviser is entitled to performance-based compensation. It should be noted that the possibility of the Adviser’s or the General Partner’s receipt of performance-based compensation can create a potential conflict of interest in that it could be viewed as an incentive to make riskier or more speculative investments than in the absence of such performance-based fee. However, this incentive is mitigated by the fact that losses will reduce a fund’s performance, and thus the Adviser’s or the General Partner’s compensation. Investors are provided with clear disclosure in the LPAs as to how the performance-based compensation is charged. The Adviser is of the view that the compensation structure is in line with industry standards.

Neither Westerly Capital Management LLC nor its employees are registered as broker-dealers, and neither has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively.

The Adviser’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Code applies to the Adviser’s “Access Persons”. Access Persons include, generally, any partner, officer or director of the Adviser and any employee or other supervised person of the Adviser (or an affiliate) who, in relation to the Clients, (1) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings or (2) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. All employees and contractors of the Adviser are deemed to be Access Persons. The Code sets forth a standard of business conduct that takes into account the Adviser’s status as a fiduciary and requires Access Persons to place the interests of the Clients and investors above their own interests and the interests of the Adviser. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of the Adviser’s Chief Compliance Officer (the “CCO”). All Access Persons are provided with a copy of the Code and are required to acknowledge receipt and understanding of the Code upon hire and on at least an annual basis thereafter. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide the Adviser’s Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, the Adviser’s Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Advisers Act Rule 204A-1. Further, the Adviser may place certain securities on a “Restricted List” comprised of names of issues of securities about which the Adviser (including Access Persons) have learned material, nonpublic information. Access Persons are strictly prohibited from purchasing or selling securities that appear on the Restricted List. In addition, the Code seeks to ensure the protection of nonpublic information about the activities of the Clients, investors and prospective investors. Investors or prospective investors may obtain a copy of the Code by contacting the CCO, Anders Kamperin at ak@westerlycap.com. Access Persons are permitted to make securities transactions in their personal accounts. This presents potential conflicts in that an Access Person could make improper use of information regarding a Client’s holdings or future transactions or research paid for by the Client. An Access Person could take for himself or herself an investment opportunity available to a Client or could engage in “front-running” of the Client’s investment. Westerly Capital Management LLC seeks to manage the potential conflicts of interest inherent in Access Person personal trading by rigorous enforcement of its Code, which contains strict pre-clearance and reporting guidelines for Access Persons. The Adviser requires that Access Persons pre-clear certain securities transactions in their personal accounts, including transactions in public equities and equity-like securities, initial public offerings (“IPOs”), limited offerings, and securities of any company that operates in the industries that are within the scope of the investment activities of the Adviser. Access Persons must also obtain pre-approval from the CCO prior to engaging in any outside business activities. Requests for preclearance are reviewed for potential conflicts of interest with the Clients. Westerly Capital Management LLC will provide a copy of the Code to our investors, or any prospective investors, upon request.

As described in Item 4 above, Westerly Capital Management LLC is the investment adviser to the Clients. The Adviser has the authority to select brokers for its Clients’ transactions. As an Adviser, the Adviser has a duty to obtain “Best Execution” of client transactions. Elements of Best Execution may include best price (best price is considered to be the highest price that a client can sell a security and the lowest price that a client can purchase a security), timeliness of execution, the value of research provided, the responsiveness of the broker-dealer, and the broker-dealer’s financial resources. The Adviser’s “Best Execution Policy” requires that all trades be executed through approved broker-dealers and that the Adviser reviews the performance of its broker-dealers to evaluate whether the Adviser is obtaining Best Execution for its Clients’ trades. The CCO will create and maintain an “Approved Broker List” based upon criteria established by the Adviser. Traders will place orders solely with broker-dealers appearing on the Approved Broker List, unless the trader receives written authorization from the CCO to use another broker-dealer. The CCO will update the Approved Broker List as new relationships are established or as relationships are terminated or modified. The CCO periodically will review the performance of each executing broker and consider, among other things, the quality of executions provided, the cost of executions, soft dollar arrangements, and potential conflicts of interest including the receipt of Client referrals. As a matter of fiduciary duty, the Adviser will ensure that, when allocating and aggregating securities transactions, all participating Clients are treated in a fair and equitable manner.

Westerly Capital Management LLC has entered into an agreement with a broker-dealer as a placement agent (the “Placement Agent”) to introduce the Firm to prospective investors and may enter into additional similar agreements in the future. Pursuant to this agreement, we pay to the placement agent a percentage of the management fee and performance-based fee collected from the investor introduced to us by the Placement Agent.

There are no legal or disciplinary events that are material to a Client or potential client’s evaluation of Westerly Capital Management LLC’s advisory business or the integrity of its management.

Westerly Capital Management LLC continuously monitors and analyzes the transactions, positions, and investment levels of the Funds to ensure they conform with the investment objectives and guidelines that are stated in the Funds’ offering documents. In these reviews, the Adviser pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the market. The Funds will furnish to each investor monthly performance updates and an annual report that will include audited financial statements as of the end of each fiscal year.

Westerly Capital Management LLC is deemed to have custody of Client assets pursuant to Advisers Act Rule 206(4)-2 through its related persons that serve as general partners of the Funds,. Upon completion of the Funds’ annual audits by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), the Adviser will distribute each of the Fund’s audited financials to investors within 120 days of such Funds fiscal year end. Fund assets and securities are maintained with a qualified custodian. The qualified custodians utilized by Westerly Capital Management LLC are disclosed in the Adviser’s Form ADV Part 1.

Westerly Capital Management LLC has discretionary authority to manage securities accounts on behalf of the Clients. The Adviser is authorized to make transaction recommendations for the Clients. As explained in Item 8 above, the Client’s investment strategy is set forth in detail in such Client’s Governing Documents. Fund investors do not have the ability to impose limitations on the discretionary authority of the Adviser. Fund investors must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in an investment pool.

Westerly Capital Management LLC has authority to vote Client securities. The Adviser will vote proxies or solicitations in the best interests of the Clients. Prior to voting a proxy or solicitation addressed to the Clients, the Adviser reviews the proxy or solicitation to determine if there are any conflicts of interest. If a conflict is identified, the Adviser then makes a determination as to whether the conflict is material or not. If no material conflict is identified pursuant to these procedures, the proxy will be voted in accordance with the best interest of the Clients. If a material conflict is identified, the Adviser will determine what course of action is in the best interests of the Client. Fund investors do not have the ability to direct proxy or solicitation votes. Investors may obtain additional information regarding how Westerly Capital Management LLC voted proxies or solicitations and may obtain a copy of the Adviser’s voting policies and procedures, by request.

There exists no financial condition that is reasonably likely to impair Westerly Capital Management LLC’s ability to meet its contractual commitments to the Clients.