Whale Rock Capital Management LLC

Description of the Advisory Firm Whale Rock Capital Management LLC (“Whale Rock,” the “Firm” or “We”) is a Delaware limited liability company formed in March of 2006 primarily for the purpose of sponsoring and managing pooled investment vehicles. Alexander Sacerdote is the founder, principal owner, and managing member of Whale Rock and is currently the Chief Executive Officer. We sponsor and manage pooled investment vehicles (each referred to herein as a “Fund” and collectively as the “Funds”) including: 1. The Flagship Funds include (i) Whale Rock Flagship Fund LP and Whale Rock Flagship Fund Ltd., which are feeder funds into Whale Rock Flagship Master Fund, LP and (ii) Whale Rock Flagship (AI) Fund LP (collectively the “Flagship Funds”). Whale Rock Flagship Fund LP (the “U.S. Flagship Fund”) was organized as a Delaware limited partnership in April 2006 and commenced investment operations in May 2006. Whale Rock Flagship Fund Ltd. (the “Offshore Flagship Fund”) is a Cayman Islands exempted company and commenced investment operations in July 2006. Whale Rock Flagship Master Fund, LP (the “Flagship Master Fund”) is a Cayman Islands limited partnership that commenced operations in January 2014. Whale Rock Flagship (AI) Fund LP (the “AI Fund”) was organized as a Delaware limited partnership in April 2006 and commenced investment operations in June 2006. 2. The Long Opportunities Funds include (i) Whale Rock Long Opportunities Fund LP and Whale Rock Long Opportunities Fund Ltd., which are feeder funds into Whale Rock Long Opportunities Master Fund, LP, and (ii) Whale Rock Long Opportunities Fund IV LP which is a feeder fund into Whale Rock Long Opportunities IV(A) LP (collectively the “Long Opportunities Funds”). Whale Rock Long Opportunities Fund LP (the “U.S. Long Opportunities Fund”) was organized as a Delaware limited partnership in June 2019 and commenced investment operations in January 2020. Whale Rock Long Opportunities Fund Ltd. (the “Offshore Long Opportunities Fund”) is a Cayman Islands exempted company and commenced investment operations in January 2020. Whale Rock Long Opportunities Master Fund, LP (the “Long Opportunities Master Fund”) is a Cayman Islands limited partnership that commenced investment operations in January 2020. Whale Rock Long Opportunities Fund IV LP was organized as a Cayman Islands exempted limited partnership in September 2023 and commenced investment operations in October 2023. Whale Rock Long Opportunities Fund IV(A) LP was organized as a Cayman Islands exempted limited partnership in August 2023 and commenced investment operations in October 2023. 3. The Hybrid Funds include (i) Whale Rock Hybrid Fund LP and Whale Rock Hybrid Fund Ltd, which are feeder funds into Whale Rock Hybrid Master Fund, LP (“Hybrid Fund I”) and (ii) Whale Rock Hybrid Fund II LP and Whale Rock Hybrid Fund II Ltd., which are feeder funds into Whale Rock Hybrid Master Fund II, LP (“Hybrid Fund II”, and collectively with Hybrid Fund I and their respective feeders, the “Hybrid Funds”). Whale Rock Hybrid Fund LP (the “U.S. Hybrid Fund I”) was organized as a Delaware limited partnership in November 2020 and commenced operations in April 2021. The Whale Rock Hybrid Fund Ltd. (the “Offshore Hybrid Fund I”) was organized as a Cayman Islands exempted company and commenced operations in April 2021. Whale Rock Hybrid Master Fund, LP (the “Hybrid Master Fund I”) is a Cayman Islands limited partnership that commenced operations in

April 2021. Whale Rock Hybrid Fund II LP (the “U.S. Hybrid Fund II”) was organized as a Delaware limited in January 2021 and commenced operations in April 2021. The Whale Rock Hybrid Fund II Ltd. (the “Offshore Hybrid Fund II”) was organized as a Cayman Islands exempted company and commenced operations in April 2021. Whale Rock Hybrid Master Fund II, LP (the “Hybrid Master Fund II”) is a Cayman Islands limited partnership that commenced operations in April 2021. 4. The MegaCap Funds include (i) Whale Rock MegaCap Tech Fund LP and Whale Rock MegaCap Tech Fund Ltd., which are feeder funds into The Whale Rock MegaCap Tech Master Fund, LP, and (ii) Whale Rock MegaCap Tech Fund II LP (collectively the “MegaCap Funds”). Whale Rock MegaCap Tech Fund LP (the “U.S. MegaCap Fund”) was organized as a Delaware limited partnership in November 2025 and commenced investment operations in January 2026. Whale Rock MegaCap Tech Fund Ltd., (the “Offshore MegaCap Fund”) was organized as a Cayman Islands exempted company in November 2025 and commenced investment operations in January 2026. Whale Rock MegaCap Tech Master Fund, LP (the “MegaCap Master Fund”) was organized as a Cayman Islands limited partnership in November 2025 and commenced investment operations in January 2026. Whale Rock MegaCap Tech Fund II, LP (the “U.S. MegaCap II Fund”), formerly, the Whale Rock Long Opportunities Fund II LP, was organized as a Delaware limited partnership in October 2019 and commenced investment operations in January 2020. The U.S. MegaCap II Fund, transitioned to the MegaCap strategy effective January 2026. Affiliated entities serve as the general partners of the U.S. feeder funds and their master funds as discussed in Item 10. The Funds offer interests (“Interests”) to certain qualified investors, as described in response to Item 7, below; such shareholders and limited partners are referred to herein as “Investors”. Description of Advisory Services We serve as the investment manager to the Funds pursuant to separate investment management agreements between each Fund and Whale Rock. The investment objective of the Funds is to provide consistently superior, risk adjusted returns. Whale Rock utilizes a fundamental, research driven approach and a disciplined investment process, and it believes that its experience and insight in these sectors provides an advantage to the Funds. Whale Rock utilizes an “S-Curve” based investment process in seeking to isolate the best aspects of investments in the global technology, media and telecommunication (“TMT”) sectors. The Funds seek to achieve their objective primarily by investing in both public and private equity securities and related instruments with a focus on issuers in the global TMT sectors. All of the Funds also have the flexibility to invest in other types of securities and in other sectors. Client Tailored Services and Client Imposed Restrictions We do not tailor portfolio management services to the individual needs of Investors in the Funds. Assets Under Management As of December 31, 2025, Whale Rock had regulatory assets under management on a discretionary basis of $12,973,494,887. Whale Rock does not manage any client assets on a non-discretionary basis.

We generally receive Management Fees and a Performance Allocation, which we can and do waive or reduce with respect to certain Investors. A full description of applicable fees, expenses and compensation is contained in each Fund’s offering memorandum or other governing documents. Investors should review those documents closely prior to investing in the Whale Rock Funds. Management Fee Whale Rock charges a fixed management fee that ranges from 0.75%-1.75% per annum and is described in the offering memorandum or other governing document of each Fund, as applicable. Management fees are charged monthly or quarterly in advance at such time as specified in the applicable governing documents and are calculated based on the balance in each Investor’s capital account or the net asset value of its shares at the beginning of each calendar month or quarter (before reduction for any applicable Performance Allocation). For purposes of determining the amount of management fees with respect to any private investments (referred to as “Designated Investments in each Fund’s governing documents), each Designated Investment is valued at the lower of its cost or fair value, as determined by Whale Rock. Whale Rock will pro rate the management fee for Interests held for less than a full quarter, and Investors will receive a refund of the management fee if they are permitted to withdraw capital prior to the end of a quarter. Withdrawals, including terms related to lock up periods and distribution methods, are outlined in each Fund’s offering memorandum and governing documents. Investors should read these documents closely. Whale Rock has offered and may offer, from time to time, in its discretion, to reduce management fees to all or certain Investors within a particular Fund, subject to certain terms and conditions. For example, management fees are generally waived for Investors that are current or former owners, officers, employees or affiliates of Whale Rock (including their family members and any trusts or other vehicles for the benefit of family members of such owners, officers and employees and/or charitable entities, including, but not limited to donor advised funds and private foundations). Whale Rock separately negotiates “side letters” with certain Investors without applying terms negotiated with such Investors, including terms related to fees, to all Investors in a Fund. The decision to enter into a side letter and the terms included in such side letters are generally based on whether the Investor is one of the first Investors in a Fund, the size of the Investor’s investment in a Fund, the reputation of the Investor, or an agreement by an Investor to maintain such investment in a Fund. Certain existing Investors in the Funds have negotiated such side letters. The terms and conditions of these side letters may include, for example, special rights for a reduction of the management fee and/or the performancebased fee; eligible transferees and/or other terms; “most favored nation” rights which grant the Investor the right to receive any more favorable terms granted to other Investors; and such other rights as may be negotiated by Whale Rock and such Investors.

Performance Allocation Whale Rock, or an affiliate, is also entitled to a performance-based compensation (“Performance Allocation”), which is compensation that is based on a share of realized or unrealized net profits or capital appreciation of the assets of a Fund. The Performance Allocation is described in the offering memorandum of each Fund and generally ranges from 15% to 20% of a Fund’s (with the exception of certain of types of Investors in the AI Fund, as described below) realized or unrealized net profits or capital appreciation. However, net profit and losses from Designated Investments will not be included in the Performance Allocation until the Designated Investment (or a portion thereof) becomes a realized Designated Investment. Where applicable, the Performance Allocation is subject to a loss recovery account and, in some circumstances, a hurdle rate. We will not receive any Performance Allocation with respect to an Investor until such Investor has recovered all amounts credited to its loss recovery account (as adjusted for withdrawals of capital). Performance Allocations are generally made annually but may be made earlier upon the earlier withdrawal of capital. Performance-based compensation like the Performance Allocation creates an incentive for Whale Rock to engage in riskier transactions or investments than would be the case if such arrangements were not in place. Whale Rock and/or its affiliates have offered and may offer, from time to time, in its discretion, to reduce or waive the Performance Allocation to all or certain Investors within a particular Fund, subject to certain terms and conditions. For example, the Performance Allocation is generally waived for investors that are current or former owners, officers, employees or affiliates of Whale Rock (including their family members and any trusts or other vehicles for the benefit of family members of such owners, officers and employees and/or charitable entities, including, but not limited to donor advised funds and private foundations). We have responsibility, in coordination with the Funds’ Administrator, for valuing each Fund’s securities. A conflict exists with respect to this responsibility given the fact that the Management Fee and the Performance Allocation payable to us is based on such valuations. Whale Rock utilizes third party service providers (including pricing services and valuation agents) when valuing securities in the Funds’ portfolios. The Funds invest a portion of their assets in non-publicly traded securities. Although the Funds expect that some of its equity investments may trade on public or private secondary marketplaces, a market value for their investments in certain public and private companies will typically not be readily determinable. For the Funds’ investments in the securities where there are no readily available market quotations, the Firm will value such securities at fair value as determined in good faith in accordance with Whale Rock’s Valuation Policy. In accordance with such policy, on a periodic basis the Firm utilizes the services of an independent valuation firm, which assists in preparing valuations for each of the Funds’ portfolio investments that are not publicly traded or for which the Firm does not have readily available market quotations. Whale Rock retains ultimate authority as to the appropriate valuation of each such investment. The types of factors that the Firm takes into account with respect to the valuation of such non-traded investments include, as relevant and to the extent applicable, the valuation of the investment as of the portfolio company’s latest funding round, the portfolio company’s earnings, the markets in which the portfolio company does business, comparison to valuations of publicly traded comparable companies, comparisons to other performance metrics of comparable companies, the discounted value of the cash flows of the company and other relevant factors. This information may not always be readily available because it is difficult to obtain financial and other information with respect to private companies, and even where the Firm is able to obtain such information, there can be no assurance that it is complete or accurate. Because such valuations are inherently uncertain and may be based on estimates, the Firm’s determinations of fair value may differ materially from the values that would be assessed if a readily available market for these securities existed.

Expenses Each Fund bears all costs and expenses related to its investments and its operations, including, without limitation: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv. xvi. xvii. xviii.

xix. xx. xxi.

xxii. xxiii.

brokerage and other transaction costs, clearing and settlement charges, Bloomberg services and other market data services and other data associated with the calculation and distribution of the Funds’ net asset values, third party valuation expenses, consulting, legal and other professional fees relating to potential and actual investments whether or not such investments are consummated, interest and commitment fees on debit balances or borrowings, borrowing charges on securities sold short, costs of independent appraisals, broken deal and/or unconsummated expenses associated with an investment (including, for purposes of clarity, any portion of such expenses that could have been borne by any other co-investment vehicle or account unless any such co-investment vehicle or account agrees otherwise to bear such expenses), legal fees and other expenses in connection with initial and ongoing due diligence and negotiating the terms of investments (including investment-related travel expenses incurred with respect to specific potential or existing investments), regardless of whether such investments are consummated, fees and expenses for order management systems and risk management reporting, costs of any liability insurance obtained on behalf of the Funds (including, without limitation, directors and officers insurance), custody fees, costs of any litigation or investigation involving the Funds activities, indemnification expenses, management fee, consulting expenses (including finders fees), fees and expenses of professionals providing services to the Funds, including legal, audit, accounting, tax and administration (including the Funds’ Administrator), fees and expenses of a Fund’s Governance Committee and Board of Directors (including any AntiMoney Laundering Compliance Officer, Money Laundering Reporting Officer and Deputy Money Laundering Reporting Officer appointed pursuant to Cayman AML regulation) (in each case, for Funds domiciled in the Cayman Islands), any issue or transfer taxes chargeable in connection with any securities transactions, any entity level taxes, regulatory costs and expenses (including filing and license fees and preparation and submission of filings and licenses, including without limitation, Section 13 filings, Section 16 filings, Form PF preparation and filing fees, blue sky and corporate filing fees and expenses and fees and expenses for filings in any applicable jurisdiction as required pursuant to applicable law) in connection with specific investments or offering interests in the Funds, the costs of reporting and providing information to Investors (including updates to offering documents), expenses relating to any amendment to a respective Fund’s limited partnership agreement or that respective Fund’s master fund’s limited partnership agreement, and any extraordinary expenses.

Any expense that relates specifically to a particular Designated Investment will be charged solely to the Designated Investment accounts of those Investors participating in the Designated Investment.

If any of the above expenses are incurred jointly for the account of more than one Fund (“Shared Direct Expenses”), such expenses will be allocated among the applicable Funds in such manner as Whale Rock or an affiliate considers fair and reasonable. Generally, each applicable Fund will bear its pro rata share of the Shared Direct Expenses based on respective assets under management at the time the expense is incurred. The public equity securities transactions of the Funds generate a substantial amount of brokerage commissions and other transaction-based compensation that will be paid by the Funds to the applicable brokerage counterparty. Please see Item 12 for further information. We have the ability to invest a portion of the Funds’ assets in shares of exchange-traded funds (“ETFs”). Assets invested in ETFs will be included in computing the management fees and Performance Allocation paid to Whale Rock or an affiliate. The ETFs will also be subject to additional advisory and other fees and expenses, as set forth in the prospectuses of the ETF paid by the ETF but ultimately borne proportionally by the Funds. The Management Fee, Performance Allocation and expenses are deducted from the Funds’ assets. While the above-noted expenses are borne by the Funds, Whale Rock may, in its sole discretion, determine to bear all or any portion of a particular expense based on the circumstances related to the expense.

Loss The descriptions set forth in this Brochure of specific advisory services that Whale Rock offers to the Funds, investment strategies pursued, and investments made by Whale Rock on behalf of the Funds, should not be understood to limit in any way its investment activities. Whale Rock may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that it considers appropriate, subject to each Fund’s investment objectives and guidelines. The investment strategies Whale Rock pursues are speculative and entail substantial risks. There can be no assurance that the investment objectives of any Fund will be achieved. Method of Analysis Whale Rock utilizes a fundamental, research driven approach and a disciplined investment process. We seek to identify technological, social and economic trends that generate significant product cycles and industry inflection points and then analyze the sub-sectors and/or companies with the most exposure (both positive and negative) to these trends. We seek to analyze the relevant information to understand the longer-term valuation implications before the broader market does. Accordingly, each Fund’s investment strategy is generally expected to be longerterm in nature. Once significant trends and inflection points are identified, we look for companies whose sales and profits will benefit from these trends and that have at least some of the following characteristics: strong business models and competitive advantages, underappreciated earnings power, reasonable valuations and good management. On the short side, we look for companies that will be negatively impacted by these trends and also have some of the following characteristics: weak business models, deteriorating competitive positions, unreasonable valuations, over-hyped business opportunities and poor management. Emphasis is put on balance sheet and cash flow analysis, particularly when free cash flow is significantly lower than net income. With respect to private equity investments (referred to as “Designated Investments” in the Funds’ offering documents), Whale Rock generally focuses on later-stage private opportunities, typically that it believes presents a one to three years exit opportunity, although the holding period may exceed that time. Whale Rock may also make investments in earlier stage private companies if it believes each such opportunity is consistent with the investment strategy of a fund. Whale Rock utilizes the “S-Curve” framework to assess the company’s total addressable market opportunity, the competitive advantage(s) and the potential valuation three to five years in the future. Prior to making an equity investment in a prospective private company, Whale Rock analyzes the potential for that company to increase the liquidity of its equity through a future event that would enable Whale Rock to realize appreciation in the value of the Fund’s equity interest in such company. Liquidity events are generally expected to be initial public offerings but could also include other events such as a private sale of a Fund’s equity interest to a third party, or a merger or an acquisition of the company.

Investment Strategies Flagship Funds The investment objective of the Flagship Funds is to provide consistently superior, risk adjusted returns. The Flagship Funds seek to achieve this objective primarily by investing both long and short in equity securities and related instruments of publicly traded issuers, with a focus on issuers in the global TMT sectors. The Flagship Funds also have the flexibility to invest in other types of securities and in other sectors. The Flagship Funds’ investment strategy includes using leverage in pursuit of additional return. The Flagship Funds are generally expected to have a net long bias. Additionally, the Flagship Funds have the ability to make investments in Designated Investments (as described above). Investors in the Flagship Funds have the opportunity to opt-in to participating in Designated Investments at certain times up to 15% or 25% of their invested capital (“DI Limitation Cap”). To the extent an Investor opts to participate in Designated Investments the Funds impose a limitation on the percent of invested capital that can be invested in a single Designated Investment (“Single DI Limitation”). The Single DI Limitation for each applicable Investor means (i) 8% with respect to Investors that have selected the 25% DI Limitation Cap or (ii) 5% with respect to Investors that selected the 15% DI Limitation Cap. Investors should carefully read Fund offering documents for additional clarifying information. Long Opportunities Funds The investment objective of the Long Opportunities Funds is to provide consistently superior, risk adjusted returns. The Long Opportunities Funds seek to achieve this objective primarily by investing long in equity securities (generally, above a certain liquidity threshold) and related instruments of publicly traded issuers, with a focus on issuers in the global TMT sectors. The Long Opportunities Funds also have the flexibility to invest in other types of securities and in other sectors. Additionally, the Long Opportunities Funds have the ability to make investments in Designated Investments (described above). Similar to the structure and limitations set forth above for Flagship Fund Investors, Investors in the Long Opportunities Funds have the opportunity to opt-in to participating in Designated Investments, subject to the DI Limitation Cap and Single DI Limitation. Investors should carefully read Fund offering documents for additional clarifying information. The portion of the Long Opportunities Funds’ portfolios that are invested in publicly traded securities are expected to generally be comprised of publicly traded securities that are within the Flagship Funds’ long portfolio, provided that generally, under normal market conditions, publicly-traded equities will typically have a trailing ninety (90) day average daily trading volume greater than $50 million at the time of purchase by the Long Opportunities Funds. See Item 12 below for additional information regarding allocation of investment opportunities amongst the Funds. Hybrid Funds The Hybrid Funds are structured as a “hybrid” fund to provide Whale Rock with flexibility to seek superior, risk adjusted returns in the securities of both public and private companies, with a focus on security selection in the global TMT sectors. The Hybrid Funds will seek to achieve its objective primarily by taking long positions (as is the case for Hybrid Fund I) or long and short positions (as is the case for Hybrid Fund II) in equity and related instruments of public and late-stage private companies. Additionally, the Hybrid Fund II’s investment strategy

includes using leverage in pursuit of additional return. The Hybrid Fund II is generally expected to have a net long bias. The Hybrid Funds were initially invested in securities of publicly traded companies (or maintained in cash equivalents). As investment opportunities in the non-registered securities of private companies (“Designated Investments”) were identified, they were funded from the assets in the Hybrid Funds’ liquid portfolio or from cash holdings. Investments in private companies and other investments that Whale Rock, in its discretion, determines are illiquid, restricted on sale, not susceptible to accurate valuation prior to disposition or maturity, or otherwise should be held until the occurrence of certain events or for an extended period will be segregated as Designated Investments at the time the investment is made. When a Designated Investment is sold, the net proceeds will generally then be invested in the securities of publicly traded companies (or maintained in cash equivalents or paid to withdrawing Investors) and will become available for future investments in private companies. The Hybrid Funds seek to invest in Designated Investments subject to an 80% Designated Investment Limitation and a 25% Single Designated Investment Limitation with respect to the capital invested by each Investor. Investors should refer to the Funds’ offering memoranda and other governing documents for further discussion of Designated Investments. The portion of the Hybrid Fund I’s portfolios that is invested in publicly traded securities are expected to generally be comprised of publicly traded securities that are within the Flagship Funds’ long portfolio whereas the portion of the Hybrid Fund II’s portfolios that are invested in publicly traded securities are expected to generally be comprised of publicly traded securities that are within the Flagship Funds’ long and short portfolio, provided that generally, under normal market conditions, publicly-traded equities will typically have a trailing ninety (90) day average daily trading volume greater than $50 million at the time of purchase and, if applicable, short sale by the Hybrid Fund II. See Item 12 below for additional information regarding allocation of investment opportunities amongst the Funds. It is important to note that due to their investment strategy and fund terms, the Whale Rock Hybrid Funds provide less frequent liquidity than the Whale Rock Flagship Funds, the Whale Rock MegaCap Funds and the Whale Rock Long Opportunities Funds. MegaCap Funds The investment objective of the MegaCap Funds is to provide consistently superior, risk adjusted returns. The MegaCap Funds seek to achieve this objective primarily by investing long in a highly concentrated number of publicly traded equity securities, with a focus on security selection in the global TMT sectors that have a market capitalization in excess of $200 billion (“MegaCap Issuers”). Although not expected, the MegaCap Funds reserve the right to use limited amounts of leverage in furtherance of the investment objective. The MegaCap Funds also have the flexibility to invest in other types of securities and in other sectors. It is expected that the MegaCap Funds will generally hold eight (8) to fifteen (15) MegaCap Issuers at any given time. See Item 12 below for additional information regarding allocation of investment opportunities amongst the Funds.

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We provide investment advice solely to the Funds previously described. Investors in the Funds include high net worth individuals, trusts, foundations, endowments, charitable organizations, pension plans, corporations, funds of funds and other U.S. and international institutional investors. The minimum investment in the Flagship Funds and the Hybrid Funds is $1,000,000. The minimum investment in the Long Opportunities Funds is $5,000,000. The minimum investment in the MegaCap Funds is $25,000,000. The minimum investment in the U.S. Flagship Fund, the U.S. Long Opportunities Fund, U.S. MegaCap Fund, the AI Fund, the U.S. Hybrid Fund I, and the U.S. Hybrid Fund II may be modified by each of these Funds’ general partner. The minimum investment in the Offshore Flagship Fund, the Offshore Long Opportunities Fund, the Offshore MegaCap Fund, the Offshore Hybrid Fund I, and the Offshore Hybrid Fund II may be modified by a member of these Funds’ Board of Directors. Each Investor in the Funds must be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended. Further, each investor in the Funds, other than the Flagship (AI) Fund, must also be a “qualified purchaser” as defined in Section 2(a)-(51) of the Investment Company Act of 1940, as amended. Each Investor in the Funds must be a “qualified client” as defined in Section 205(3) of the Investment Advisers Act of 1940, as amended. However, certain Whale Rock employees who are Investors in the Flagship (AI) Fund are not qualified clients, and as such, are not assessed the Performance Allocation as described in Items 5 and 6 above.

Management Please refer to Item 5 for the description of our performance-based fees. Performance-based compensation arrangements, such as the receipt of the Performance Allocation described in Item 5 above, creates an incentive to make investments that are riskier or more speculative than would be the case if the Performance Allocation were not in use. Furthermore, since the Performance Allocation is calculated by including unrealized appreciation, such allocation may be greater than if it were based solely on realized gains. Item 5 above describes the Performance Allocation received by Whale Rock or an affiliate. The formula for calculating performance-based compensation differs (i) from one Fund to the next and (ii) among Investors within a given Fund depending on (a) the series selected by an Investor and (b) when a given Investor invested in such Fund. This creates a conflict of interest with respect to the allocation of an investment opportunity amongst the Funds with the same or substantially similar strategies, particularly in circumstances where a potential investment has limited availability or is illiquid. For example, we have an incentive to favor the Flagship Funds over some series of interests in the Long Opportunities Funds, because the former pays us performance-based compensation (in addition to a management fee) and the latter do not. Ultimately, we believe that performance-based fee arrangements align our interests with the interests of Investors who are subject to those fees. In addition, Whale Rock has established order aggregation and allocation policies and procedures designed to allocate investment opportunities on a fair and equitable basis to address this conflict of interest. Please see Item 12 for a summary of Whale Rock’s order aggregation and allocation policies and procedures.

Whale Rock Capital Partners LLC, a Delaware limited liability company, is the general partner of the Flagship Master Fund, U.S. Flagship Fund and the Flagship AI Fund. Whale Rock Capital Long Opportunities Partners LLC, a Delaware limited liability company is the general partner of the Long Opportunities Master Fund, U.S. Long Opportunities Fund, Whale Rock Long Opportunities Fund IV, and Whale Rock Long Opportunities Fund IV Master. Whale Rock MegaCap Tech Partners LLC, a Delaware limited liability company is the general partner of the MegaCap Master Fund, the U.S. MegaCap Fund, and the MegaCap II Fund. Whale Rock Capital Hybrid Partners LLC, a Delaware limited liability company, is the general partner of the Hybrid Master Fund I, U.S. Hybrid Fund I, Hybrid Master Fund II, and U.S. Hybrid Fund II. The general partners and the Firm have claimed an exemption from registration with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator with respect to the Funds, pursuant to Rule 4.13(a)(3) of the Commodity Exchange Act of 1936, as amended (the “CEA”), because (1) either the aggregate initial margins and premiums required to establish commodity interest positions for the Fund do not exceed 5% of the liquidation value of the Fund’s portfolio or the aggregate net notional value of the Fund’s commodity interest positions do not exceed 100% of the liquidation value of the Fund’s portfolio and (2) participation in the Fund is limited to certain classes of investors recognized under the federal securities and commodities laws. Unlike a registered commodity pool operator, the general partners and the Firm are not required to deliver a disclosure document and a certified report to participants in the Funds. Our Chief Executive Officer, Alexander Sacerdote, is the general partner of a family limited partnership (the “Family Partnership”) that is a significant owner of the U.S. Flagship Fund, U.S. Hybrid Fund II and U.S. Long Opportunities Fund. The Family Partnership consists solely of a limited number of immediate Sacerdote family members and their related trusts. As of December 31, 2025, the Family Partnership directly owns partnership interests representing approximately sixteen percent (16%) of the U.S. Flagship Fund, fifteen percent (15%) of the U.S. Hybrid Fund II and three percent (3%) of the U.S. Long Opportunities Fund. The Family Partnership owns more than ten percent (10%) but less than twenty-five percent (25%) of the Firm. The Family Partnership does not participate in the management of the Firm. The Firm does not provide investment management services to the Family Partnership. To the extent that our Chief Executive Officer provides investment management services to the Family Partnership, he does so in his individual capacity, not on behalf of the Firm. Our Chief Executive Officer devotes a substantial majority of his business time and attention to the affairs of the Firm and the Funds. Additionally, Mr. Sacerdote serves on the Board of Trustees and Investment Committee of Hamilton College, and serves on the Board of Trustees and the Finance and Investment Committee of the Steppingstone Foundation. Mr. Sacerdote does not receive compensation for these engagements. There are no known relationships between Whale Rock and Hamilton. Whale Rock does not receive compensation for his engagements. The Firm and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer.

Transactions and Personal Trading Whale Rock has adopted a Code of Ethics (the “Code”) that describes the standards of business conduct that it requires of Supervised Persons (“Supervised Persons” includes directors, officers and partners of Whale Rock (or other persons occupying a similar status or performing similar functions); employees of Whale Rock, and any other person who provides advice on behalf of Whale Rock and is subject to our supervision and control) and establishes procedures intended to prevent Whale Rock, and its Supervised Persons, from inappropriately benefiting from Whale Rock’s relationships with its clients. Whale Rock requires all Supervised Persons to sign an acknowledgement stating they will adhere to the Code. The Code provides that: (i) (ii) (iii) (iv) (v)

Whale Rock’s clients’ interests come before Whale Rock’s or Supervised Persons’ interests; Whale Rock must disclose to clients all material facts about conflicts of which it is aware between Whale Rock’s and its Supervised Persons’ interests on the one hand and clients’ interests on the other; Supervised Persons must operate on Whale Rock’s and their own behalf consistently with Whale Rock’s disclosures to and arrangements with clients regarding conflicts and its efforts to manage the impacts of those conflicts; Whale Rock and its Supervised Persons must not take advantage of Whale Rock’s clients or their positions of trust with or responsibility to clients, and; Whale Rock and its Supervised Persons must comply with all applicable securities laws.

Participation or Interest in Client Transactions Neither Whale Rock nor our Supervised Persons may recommend to clients, or buy or sell for client accounts, securities in which they have a material financial interest. Personal Securities Transactions The Code places restrictions on personal trading by Supervised Persons, including accounts over which they are deemed to have beneficial interest, such as reporting personal securities holdings and transactions on at least a quarterly basis. The Supervised Persons of the Firm are permitted to trade in securities for their own accounts, subject to requirements set forth in the Code. These requirements include pre-clearance and reporting requirements as required by law or otherwise determined by the Firm. The Code of Ethics requires Supervised Persons to make a written request and receive clearance from our Chief Compliance Officer before they buy or sell any security (other than certain government securities, shares of mutual funds not managed by Whale Rock, and certain other types of securities that Whale Rock does not believe create a potential for conflicts of interest). The Code prohibits Supervised Persons from purchasing any reportable securities that currently are or may be in the near future held by client accounts or that are in certain industry designations that include technology, media and telecom companies. Supervised Persons are permitted to purchase interests in funds managed by Whale Rock subject to preclearance.

Pre‐cleared transactions must be completed within 48 hours following the day on which such transaction was approved, unless otherwise specified by the Chief Compliance Officer. The Code contains specific provisions including a prohibition on direct or indirect market timing and excessive trading, as well as a 60-day holding period, subject to limited exceptions. Supervised Persons must arrange for duplicate brokerage statements and trade confirmations to be sent electronically to Whale Rock’s compliance vendor, ComplianceAlpha Employee Compliance. Whale Rock’s Chief Compliance Officer monitors and reviews all Supervised Persons’ securities transactions and holdings that are reported by those Supervised Persons, including holdings over which they are deemed to have beneficial interest. Additionally, Whale Rock’s Chief Compliance Officer monitors Supervised Persons’ investments in private placements and limited opportunities such as initial public offerings. In addition to investing for his own accounts, our Chief Executive Officer directs or participates in directing investments for accounts of some immediate family members, including the Family Partnership of which he is the general partner. All of these accounts are subject to the same Code imposed restrictions, pre-clearance and reporting requirements as securities trading in accounts held by Supervised Persons. Investments by these accounts include investments in pooled investment vehicles, and such vehicles may from time to time invest in securities in which the Funds have also invested or in the securities of private companies that may be within one the Funds’ investment strategies. The investments made by these accounts will generally be investments that, at the time of investment, are determined by Whale Rock not to align with the investment strategies of the Funds due to several factors. These factors include, but are not limited to, the enterprise value of the company, the size of the potential investment, the source of the investment opportunity, the stage of the company, and the specific sector or sub-sector in which the company operates. In addition, investments by these accounts may in the future, but do not currently, include co-investments in private companies in which the Funds have also invested. See section titled Investing in Securities that Whale Rock or a Related Person Recommends to Clients below for additional information. Our Chief Executive Officer and immediate family members, including the Family Partnership, are invested the Funds and beneficially own a significant portion of the U.S. Flagship Fund, the U.S. Hybrid Fund II and the U.S. Long Opportunities Fund. For additional information about the Family Partnership, see Item 10, “Other Financial Industry Activities and Affiliations.” Written notice will be provided to Fund investors if our Chief Executive Officer and immediate family members, including the Family Partnership, collectively request to withdraw more than a specified level of their investments. Otherwise, our Chief Executive Officer, the Family Partnership and the family accounts that are invested in the Funds are generally subject to the same withdrawal terms as other Investors. Material Nonpublic Information In addition to the Code, Whale Rock also maintains policies and procedures that are designed to prevent the misuse of material nonpublic information (“Insider Trading Policies”). Whale Rock’s Insider Trading Policies prohibit the Firm and its employees from trading for the Funds or themselves, or recommending trading, in securities of a company while in possession of material nonpublic information about the company, and from disclosing such information to unauthorized persons, in violation of applicable law. Further, Whale Rock maintains policies that contain restrictions on the giving and receiving of gifts and entertainment, and prohibitions on serving on the boards of outside companies without prior approval.

Employees of Whale Rock are required to certify to their compliance with the Code and compliance policies and procedures at hire, and at least annually thereafter. Whale Rock will provide a copy of its Code of Ethics to any Investor (including prospective Investors) upon request. Such a request may be made by submitting a written request to Whale Rock at the address on the cover page to this brochure. Investing in Securities that Whale Rock or a Related Person Recommends to Clients Whale Rock has offered and may, but is not required to, offer the right to participate, directly or indirectly, in investment opportunities of the Funds in whole or in part to one or more Investors in the Funds or any other investors, individuals, groups, funds, or corporations, regardless of affiliation with the Firm or its affiliates. We have the sole discretion as to whether to offer such co-investment opportunities to any Investor or other investor (each a “co-investor”). Whale Rock and its affiliates have offered and may offer such co-investment opportunities when the size of the opportunity exceeds the amount of capital that Whale Rock believes should be invested by the Funds. With respect to allocations of limited investment opportunities, such as private securities, Whale Rock will determine which Funds are eligible to participate in those opportunities based on certain factors including, among other things, each such Fund’s investment strategy and relative amounts of invested capital available. If a Fund does not have sufficient available capital, it will not participate or it may participate in a reduced manner. In this instance, Whale Rock, in its sole discretion, may offer a co-investment opportunity to a co-investor, including Whale Rock employees. Co-investors directly or indirectly generally will compensate us, and that compensation may not be the same as the fees and performance allocation that we receive from a Fund. We and our affiliates expect to receive fees and/or a performance allocation from coinvestors, which may differ as among co-investors, and which will differ from the fees and/or performance allocation payable to us and our affiliates by the Funds. To the extent that the fees and/or a performance allocation from co-investors differ from those paid by certain clients, we will have a conflict of interest in determining the appropriate allocation to clients with respect to such investments. Additionally, co-investors will generally share expenses pro rata with Investors in the Funds. However, in some circumstances, coinvestors will not bear certain expenses (e.g., broken deal expenses) that are borne by Investors in connection with their investments in the Fund. Co-investors may have rights in addition to, and be subject to different terms as compared to, the rights and terms applicable to Investors in the Funds. For example, co-investors may receive minority protections, board seats or other control rights and may have different or advantageous rights with respect to their ability to exit the co-investment.

Broker Selection; Research and Other Soft Dollar Benefits We are responsible for selecting broker-dealers to execute trades and negotiating any commissions paid on such transactions. Our primary consideration in placing transactions with particular broker-dealers is to obtain execution in the most effective manner possible. We also take into account a variety of other factors, including the financial strength, integrity and stability of the broker-dealer and the commissions charged. We may also consider the quality, comprehensiveness and frequency of available research and other products and services considered to be of value. The products and services furnished by broker-dealers may include, among other things, written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; meetings with members of management in companies being evaluated; and statistics and pricing or appraisal services, discussion with research personnel, special execution capabilities, and the availability of stocks to borrow for short trades. To acquire such products and services for use by the Funds, we are authorized by the Funds to pay higher commissions to brokerage firms that provide us with such research and trading related products and services if we determine that such commissions are reasonable in relation to the overall services provided. Accordingly, a Fund may be deemed to be paying for research and other products and services with “soft” or commission dollars. It is anticipated that the use of commissions or “soft dollars” to pay for research products or services will fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended. Under Section 28(e), research obtained with soft dollars generated by one Fund may be used by us to service accounts other than the Fund. Where a product or service obtained with soft dollars provides both research and non-research assistance to us, we will make a reasonable allocation of the cost which may be paid for with soft dollars. Whale Rock currently uses “soft dollars” to the benefit of all of the Funds’ accounts, and we believe that such benefits are shared proportionately. The “soft dollar” benefits we received last year were resources that assist us in the deep fundamental research we perform on our investments. These resources include sell side investment research, access to sell side analysts, and specialized research platforms that allow us to monitor positions, aggregate research, analyze market data and gain access to sell side research and company filings. Whale Rock evaluates the resources we receive on a periodic basis to seek to ensure adequate value is being received for commission dollars spent. When brokerage commissions relating to transactions for Funds are used to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for the research, products or services. We have an incentive to select a broker-dealer based on our interest in receiving the research or other products or services, rather than on the Funds’ interest in receiving most favorable execution. Each of the Flagship Master Fund, the Flagship AI Fund, the Long Opportunities Master Fund, the U.S. MegaCap Fund, The MegaCap Master Fund, Long Opportunities Fund IV Master, Hybrid Master Fund I, and Hybrid Master Fund II has an account established at one (or more) prime brokers for the prime broker to clear and settle each Fund’s securities and options transactions. Settlement functions normally include, among other matters, arranging for (i) the receipt and delivery of securities purchased, sold, borrowed and loaned, (ii) the making and receiving of payments, (iii) custody of securities fully paid for or not fully paid for and (iv) custody of all cash, dividends and exchanges, distributions and rights accruing to the Fund’s account. Each Fund may

utilize other prime brokers from time to time. Each Fund is not committed to continue its relationship with the prime broker for any minimum period and the Fund may, in its sole discretion, select other brokers to act as prime broker to the Fund. The prime broker will generally maintain custody of each Fund’s securities, although in certain instances other brokers that execute transactions for a Fund will maintain custody of a Fund’s assets. The prime broker may provide services to us distinct from the custodial, lending and related services the prime broker provides to the Funds. On occasion, a prime broker or a broker will introduce us to prospective Investors for one or more Funds and other accounts. To the extent that we receive such services, conflicts exist between our interests and the interests of the relevant Fund rather than on a Fund’s interest in receiving most favorable execution. We believe that the rates of compensation paid to the prime broker and to brokers by the Funds are reasonable and competitive with rates charged by other prime brokers and brokers for services of comparable quality. We do not direct client transactions to a particular broker-dealer in return for Investor referrals. We do not recommend, request, require or permit a client to direct us to execute transactions through a specified brokerdealer. The investment programs of the Funds include trading as well as investments, and short-term market considerations frequently are involved. The turnover of a Fund’s portfolio (and the concomitant brokerage, custodial and other transaction costs and expenses) is greater than the turnover rates (and transaction costs and expenses) of many other types of investment vehicles. Allocation and Aggregation Whale Rock’s policy is to allocate investment opportunities among the Funds in a fair and equitable manner over time, taking into account each client’s investment strategy and best interests and to prevent any favoring or discriminating against any client or group of clients. Whale Rock prohibits allocation of trades in a manner whereby any particular client or group of clients would receive more favorable treatment than other client accounts. As a general matter, as between Funds that utilize the same strategy, transactions will be allocated prorata amongst participating Funds based on each account’s beginning of day assets under management. Where Funds employ different strategies but transact in similar issuers, adjustments will be made to allocation percentages so as to achieve a fair and equitable outcome. For example, allocations between the Flagship Funds and the Long Opportunities Funds and Hybrid I Funds, other than allocations in response to fund flows, generally are based upon the value of eligible long assets in the Flagship Funds and adjusted for leverage. Allocations between the Flagship Funds and the Hybrid II Funds, other than allocations in response to fund flows, generally are based upon the value of eligible long and short securities in the Flagship Funds and are not adjusted for leverage. It is anticipated that Whale Rock Funds will invest in certain of the securities in which the Whale Rock MegaCap Funds invest. However, as the Whale Rock MegaCap Funds will focus on MegaCap Issuers, there is less potential for conflicts of interest to arise from an allocation perspective given the likely large daily trading volume for the MegaCap Issuers. Pursuant to the trade allocation policy, trade allocations will be made differently if Whale Rock determines that the availability of securities of an issuer at a reasonable price is limited. An investment in a MegaCap Issuer may not be considered by all of the Whale Rock Funds at the same time. The amount of securities issued by MegaCap Issuers may not be held proportionately by all Whale Rock Funds. When the purchase and sale of securities is considered to be in the best interest of more than one Fund, the securities to be purchased or sold will generally be aggregated into a single order The decision to aggregate is

made in situations where it does not, over time, intentionally favor any account over another and it does not systematically advantage or disadvantage any account over another. Aggregating orders may enable Whale Rock to reduce transaction costs or market impact on a per-unit and per-dollar basis, though aggregation may have the opposite effect in certain circumstances. When orders are not aggregated, a Fund may pay prices for transactions that are more or less than the Fund would have paid had the order been aggregated. In the case of a partial fill of a given order, each Fund involved in a particular transaction will accordingly receive a percentage of the executed portion of such order based upon each Fund’s pro-rata portion of the entire order. Furthermore, if there are multiple executions for a given order on a given day, securities purchased or proceeds of securities sold through aggregated orders are allocated pro-rata to each client Fund that participated in such transaction at the average execution price and transaction costs will be shared based upon each Fund’s pro-rata portion of the entire order. In such instances, allocation of prices, as well as expenses incurred in the transaction, are made in a manner that we consider to be equally as favorable to each Fund. Differences between Funds may lead to certain Funds not participating in a transaction or Funds’ orders in the same security being traded separately. Reasons for such an approach may include but are not limited to the following: fund inflows/outflows, investment restrictions, client guidelines, strategy differences, beneficial ownership thresholds, liquidity factors, counterparty selection, existing positions, rebalance transactions, or regulatory limitations. Whale Rock recognizes that no allocation formula will lead to a fair and equitable result in all circumstances. Therefore, Whale Rock may adjust its allocation procedures in certain circumstances in order to achieve what it deems to be a fair and equitable result. Allocation of New Issues (“IPOs”). The availability of IPO shares is generally limited; this is particularly the case with “hot issues” where the demand for participation in such transactions far exceeds the supply of shares that are available. This scenario typically results in higher market prices for IPO shares when the offering first begins to be publicly traded. The allocation of IPO shares to interested investors, such as to Whale Rock for allocation to the Funds is made by the underwriter of the transaction. These allocations by the underwriter are based on many factors, including the investors’ past business with the underwriter. In certain circumstances and as consistent with applicable law and our best execution obligations, Whale Rock may decide to convey an indication of interest in the IPO shares to the underwriters for our clients’ accounts on an aggregated basis. Our ability to receive IPO allocations for our clients and those of our may be partially based on the trading activity of all accounts managed by Whale Rock, including the trading activity of accounts that will not be eligible to receive allocations of IPO shares. In the event Whale Rock participates in any new issues, Whale Rock’s policy and practice is to allocate new issue shares fairly and equitably among our advisory clients according to a specific and consistent basis so as not to favor or disfavor any client, or group of clients, over any other. Where client account guidelines permit participation in IPOs, shares are generally allocated to such client accounts as described above while taking into account the anticipated market capitalization of the issuer. For example, due to average trading volume thresholds applicable to certain of the Funds’ strategies, if a security’s IPO market capitalization is less than $10B USD it is anticipated that only the Flagship Funds will receive allocation. However, in instances where a security’s IPO market capitalization is equal to or greater than $10B USD it is generally expected that the Flagship Funds, the Hybrid Funds, and the Long Opportunities Funds will participate. Notwithstanding the foregoing, the Long Opportunities Funds and the Hybrid Funds may invest in the publicly traded securities (including in IPOs with a market capitalization less than $10B USD) of companies that any of the foregoing funds held as Designated Investments, even if the average trading volume does not meet the $50 million threshold. The MegaCap Funds may participate in a new issue if Whale Rock believes that the initial market capitalization of the company will exceed $200 billion at the time of purchase.

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Whale Rock does not receive any economic benefit from a person who is not a client for providing investment advice or other advisory services to Whale Rock’s clients. Whale Rock does not directly compensate any person for Advisory Client referrals. Whale Rock has engaged placement agents, solicitation agents or finders for the interests/shares in certain of the Funds (“Selling Agents”). Whale Rock pays Selling Agents a portion of the fees paid to Whale Rock or other compensation. In certain instances, an Investor who is introduced to a Fund through a Selling Agent may be charged by the Selling Agent a commission, equal to a percentage of the subscription. The commissions charged to each Investor will vary among the Selling Agents, and each Selling Agent may charge different Investors different selling commissions, depending on the amount invested and other factors. Selling commissions may be waived in whole or in part by the relevant Selling Agent. If a commission is charged, the affected Investor will be notified of the commission charged in respect of its investment by the Selling Agent.

Neither Whale Rock nor any of Whale Rock’s management persons have had any legal or disciplinary events that would be material to a client’s evaluation of Whale Rock or the integrity of Whale Rock’s management.

Review of Accounts The Funds’ portfolios are reviewed by Mr. Sacerdote and the Firm’s investment team on a regular basis (typically daily) to ensure appropriate exposure and risk levels based on market conditions. This review is done via a realtime portfolio monitoring tool provided to us through the Eze Castle OMS System. On a monthly basis Whale Rock's Finance and Accounting Group reviews each Fund to determine that investment activities comply with the restrictions of the offering documents and to reconcile positions, valuations, cash, corporate actions, and performance between custodians and Whale Rock’s books and records. Reports Each Investor receives the following reports: Monthly: • • •

An unaudited estimate of net fund performance as of mid-month and month-end. A capital statement showing individual Investor returns and activity. Summary statement regarding the Fund which details historical fund performance, exposures, and risk statistics.

Quarterly: •

A letter from Whale Rock’s CEO.

Yearly: • • •

Audited fund financial statements An unaudited tax estimate as of 10/31 for investors in the U.S. Flagship Fund, U.S. Long Opportunities Fund, U.S. MegaCap Tech Fund II, U.S. MegaCap Fund, U.S. Hybrid Fund I, U.S. Hybrid Fund II and the AI Fund. Schedule K-1s for investors in the U.S. Flagship Fund, U.S. Long Opportunities Fund, U.S. MegaCap Tech Fund II, U.S. MegaCap Fund, U.S. Hybrid Fund I, U.S. Hybrid Fund II and the AI Fund.

Whale Rock does not maintain physical possession of Fund cash or securities. However, Whale Rock is deemed to have custody of the Funds’ assets because it has the authority to obtain client funds or securities, and because affiliates serve as general partners to the Funds. Account statements related to the Funds are sent by qualified custodians to Whale Rock and the Funds’ general partners. Each Fund’s assets (other than certain privately offered securities) are held in custody by unaffiliated broker-dealers or banks acting in the capacity of “qualified custodians” pursuant to the Investment Advisers Act of 1940. Whale Rock is subject to Rule 206(4)-2 under the Investment Advisers Act of 1940 (the “Custody Rule”) has implemented procedures to safeguard Fund assets. However, we are not required to comply with certain elements of the Custody Rule with respect to each Fund because we comply with the provisions of the “Pooled Vehicle Annual Audit Exception”, whereby each Fund is subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and required that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. Investors should carefully review the Funds’ audited financial statements and compare these statements to any financial information that may be distributed by Whale Rock.

As the investment adviser to the Funds, Whale Rock has broad discretion, without limitation, to determine the: •

securities to be bought or sold for the Funds’ accounts;

•

amount of securities to be bought or sold for the Funds’ accounts;

•

broker or dealer to be used for a purchase or sale of securities for the Funds’ accounts; and

•

commission rates to be paid to a broker or dealer for the Funds’ securities transactions.

Each Investor authorizes such discretion in the Funds’ governing documents.

Whale Rock has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of our clients, in accordance with Rule 206(4)-6 under the Investment Advisers Act of 1940. Whale Rock’s authority to vote the proxies of our clients is established in our investment management agreements or comparable documents, and our proxy voting guidelines have been tailored to reflect these specific contractual obligations. Clients and Investors are not permitted to direct Whale Rock how to vote proxies. In accordance with SEC Rule 206(4)-6, Whale Rock will provide a copy of our proxy voting policy to any Investor in a Fund, or any other client or prospective client, upon request. Investors may request a copy of our proxy voting policy, as well as information regarding how Whale Rock voted proxies on behalf of a Fund in which such Investor holds an interest, by contacting Whale Rock using the contact information on the cover page of this brochure. Voting Guidelines Whale Rock votes its proxies according to the best interests of its clients. Whale Rock has appointed Glass, Lewis & Co. (“Glass Lewis”) as our proxy voting agent. Proxy votes made by Glass Lewis on behalf of Whale Rock will follow Glass Lewis recommendations (according to their Proxy Paper Policy Guidelines, which are developed to vote proxies in the best interests of shareholders and are updated annually). However, if warranted Whale Rock can override the recommendations of Glass Lewis and vote one or more proxies according to Whale Rock’s determination of their clients’ best interests. Whale Rock’s policy is to vote all proxies from a specific issuer the same way for each Fund. In certain circumstances, shares of public companies held by the Funds that are on loan under securities lending agreements or rehypothecated may not be able to be voted. The Chief Compliance Officer has the responsibility for reviewing the Glass Lewis Proxy Paper Policy Guidelines and for overseeing the services provided by Glass Lewis. Oversight of Glass Lewis is further governed by the Firm’s Vendor Management Program. Conflicts of Interest Whale Rock will identify any conflicts that exist between the interests of the adviser and the client by reviewing the relationship of Whale Rock with the issuer of each security to determine if Whale Rock or any of its employees has any financial, business or personal relationship with the issuer which may affect how a particular proxy vote is cast. If a material conflict of interest exists, the Chief Compliance Officer will determine whether it is appropriate to disclose the conflict to the affected clients, or to address the voting issue through other objective means such as voting in a manner consistent with a predetermined voting policy or receiving an independent third-party voting recommendation.

Class Actions Whale Rock utilizes Battea Class Action Services (“Battea”) to provide class action litigation monitoring and securities claim filing services on behalf of the Funds (with our oversight). Any compensation received as the result of participation in a class action settlement is paid to the Funds pro-rata based on the percentage of the relevant holding in each portfolio. For its services Battea is paid based on a percentage of the proceeds recovered from a class action filing. It should be noted that the Funds bear the cost (i.e., receive a reduced amount of the class action proceeds) of any third party used for class action recovery services. We credit any class action settlements received for a Fund to current investors in that particular Fund.

Whale Rock does not solicit or require prepayment of more than $1200 per client, six months or more in advance, and has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Whale Rock has not been the subject of a bankruptcy petition at any time over the past ten years.