Zimmer Partners, LP

General Description of Advisory Firm.

The Adviser is a limited partnership organized in September 2012 under the laws of the state of Delaware. Its general partner is Zimmer Partners GP, LLC, a limited liability company also organized in September 2012 under the laws of the state of Delaware (the “Adviser General Partner”). The Adviser General Partner owns 1% of the interests in Zimmer. Zimmer Financial Services Group LLC (“ZFSG”) is the managing member of the Adviser General Partner. Stuart J. Zimmer, a revocable trust for his benefit, and an irrevocable trust for his immediate family indirectly own 99% of the interests of Zimmer and indirectly own the Adviser General Partner, which has ultimate responsibility for the management, operations and the investment decisions made by the Adviser.

Description of Advisory Services.

B.

The Adviser provides investment supervisory and management services on a discretionary basis to clients, which are commingled private investment funds (each, a “Fund” and collectively, the “Funds”) intended for institutional investors and other sophisticated investors. As of the date of this Brochure, the Adviser provides investment supervisory and management services on a discretionary basis to the following Funds: The Utility Funds (collectively referred to herein as the “Utility Funds”) •

ZP Master Utility Fund, Ltd., a Cayman Islands exempted company

•

ZP Offshore Utility Fund, Ltd., a Cayman Islands exempted company

•

ZP Utility Fund, L.P., a Delaware limited partnership. ZP Utility GP, LLC, an affiliate of the Adviser, serves as the general partner to ZP Utility Fund, L.P.

•

ZP Utility Insurance, L.P., a Delaware limited partnership. ZP Utility Insurance GP, LLC, an affiliate of the Adviser, serves as the general partner to ZP Utility Insurance Fund, L.P.

The Infrastructure Funds (collectively referred to herein as the “Infrastructure Funds”) •

Zimmer Infrastructure Fund, L.P. (F/K/A ZP Energy Fund, L.P.), a Delaware limited partnership. Zimmer Infrastructure GP, LLC (F/K/A ZP Energy GP, LLC), an affiliate of the Adviser, serves as the general partner to Zimmer Infrastructure Fund, L.P.

•

Zimmer Master Infrastructure Fund, L.P. (F/K/A ZP Master Energy Fund, L.P.), a Cayman Islands exempted limited partnership. Zimmer Offshore Infrastructure GP, LLC (F/K/A ZP Offshore Energy GP, LLC), an affiliate of the Adviser, serves as the general partner to Zimmer Master Infrastructure Fund, L.P.

•

Zimmer Offshore Infrastructure Fund, Ltd. (F/K/A ZP Offshore Energy Fund, Ltd.), a Cayman Islands exempted company.

The MidCap Funds (collectively referred to herein as the “MidCap Funds”) •

ZP MidCap Fund, L.P., a Delaware limited partnership. ZP MidCap GP, LLC, an affiliate of the Adviser, serves as the general partner to ZP MidCap Fund, L.P. (“MidCap Onshore Feeder”)

•

ZP Master MidCap Fund, L.P., a Cayman Islands exempted limited partnership

•

ZP Offshore MidCap Fund, Ltd., a Cayman Islands exempted company

The Triple Net Fund (referred to herein as the “Triple Net Fund”) •

Sequentis Triple Net Fund, LP, a Delaware limited partnership. Sequentis Triple Net Fund GP, LLC, an affiliate of the Adviser, serves as the general partner to Sequentis Triple Net Aggregator, LP.

The general investment objectives of the Utility, Infrastructure and MidCap Funds are focused, although not exclusively, on electric and gas utilities, integrated utilities, water utilities, telecommunication companies, renewable and independent power producers, midstream infrastructure companies, master limited partnerships (“MLPs”), exploration and production companies, oilfield services companies, and more broadly in energy and infrastructure-related industries (such as chemicals, materials, industrials, communication services, transportation, infrastructure and real estate equities). The Infrastructure Funds employ the same fundamental research and analysis as the Utility Funds and invest in a similar universe of companies but utilize different investment criteria. Although the Infrastructure Funds and the Utility Funds have the same investment team and investment process, the Infrastructure Funds’ investments are expected to have a longer investment horizon and greater individual position concentration, and the Infrastructure Funds will generally maintain fewer total positions than the Utility Funds. The MidCap Funds employ the same fundamental research and analysis as the Utility Funds and invest in similar sectors but invest in small to mid-cap companies and smaller IPOs, as described in the offering materials for the MidCap Funds. As of April 1, 2025, the investment strategy of the MidCap Funds permits greater diversification outside of the energy and infrastructure sectors. The Triple Net Fund serves as a vehicle to facilitate an investment in RGMZ Venture REIT LLC, a Delaware limited liability company. The Adviser also provides investment advice on a discretionary basis to managed accounts of an insurance holding company and its subsidiaries, which are indirectly owned by Stuart J. Zimmer, a revocable trust for his benefit, and an irrevocable trust for his immediate family, which invests primarily in fixed income investments (the “Fixed Income Managed Accounts”). The Adviser also provides investment advice on a discretionary basis to managed accounts which track the investment objectives of the Funds (together with the Fixed Income Managed Accounts, the “Managed Accounts”). C.

Tailoring of Advisory Services.

The Adviser’s investment decisions and advice with respect to each client are subject to each client’s investment objectives and guidelines, as set forth in its offering documents, with respect to the Funds, and the investment management agreement, with respect to the Managed Accounts. D.

Wrap Fee Programs.

The Adviser does not participate in wrap fee programs. E.

Assets Under Management.

As of December 31, 2025, the Adviser managed approximately $5,238,017,042, which is the aggregate regulatory assets under management, on a discretionary basis. The Adviser does not manage any assets on a non-discretionary basis.

Compensation for Advisory Services.

The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of such fees is provided below. The fees for the Triple Net Fund were negotiated at the time of the establishment of the Triple Net Fund and are set forth in the operating agreement governing the Triple Net Fund. Asset-Based Compensation The Adviser is generally compensated for its advisory services to each Fund through a management fee of 1.5% - 2.0% per annum, calculated and payable quarterly in advance, and to each Managed Account through a management fee of 0.05% - 0.20%, calculated and payable quarterly in arrears, of the relevant client’s assets under management (the “Management Fee”). The Management Fee will be prorated in the event the Adviser does not remain the investment manager or management company of a Fund or Managed Account for the entire calendar quarter. Provisions relating to a prorated refund of Management Fees upon an investor’s redemption or withdrawal, if any, during a calendar quarter are described in the offering memorandum for the applicable Fund. The Management Fees are generally non-negotiable; however, the Adviser is permitted to charge investors in the Funds a Management Fee that is lower than the rates listed above or in the Funds’ applicable offering memorandum, and the Adviser is permitted to waive the Management Fee for particular investors or Managed Accounts. Performance-Based Compensation The Adviser or an affiliate is generally entitled to receive an incentive allocation or fee (the “PerformanceBased Compensation”) at the end of each fiscal year of a Fund of 20% of the realized and unrealized net profits (if any) allocated to a capital account of each investor or a series of shares, as applicable, in such Fund for the fiscal year, subject to a “high-water mark.” The Performance-Based Compensation with respect to capital accounts of certain investors (or series of share classes of certain investors, as applicable) of the Utility Funds and for investors in the MidCap Funds increases to 30% on any net realized and unrealized appreciation in the net asset value (as adjusted as set forth in the Funds’ offering documents) in excess of 15% annualized return. The Performance-Based Compensation with respect to the Infrastructure Funds is 17.5% in excess of a “hurdle rate” equal to the Federal Reserve Bank of New York’s overnight bank funding rate during the applicable period plus 2.0%; provided that if such amount exceeds 4.0%, the hurdle rate shall be 4.0%. The Performance-Based Compensation is generally non-negotiable; however, the Adviser or its affiliate is permitted to charge investors in the Funds' Performance-Based Compensation that is lower than the rates listed above. The Adviser or one of its affiliates generally waives the portion of the Management Fee and Performance-Based Compensation otherwise payable by the Funds which are attributable to any general partner associated with such Fund and to any investors that are members, officers, principals, directors or employees of such general partner, the Adviser, or their respective affiliates. The Fixed Income Managed Accounts are not subject to Performance-Based Compensation.

B.

Payment of Fees.

Fees and other compensation paid to the Adviser or an affiliate are generally deducted from the assets of the Funds and the Managed Accounts. Management Fees are generally deducted on a quarterly basis and Performance Compensation is generally deducted on an annual basis. The Performance-Based Compensation received by the Adviser or its affiliates, to the extent subject to the requirements of Section 205 of U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), will be paid in compliance with Rule 205-3 under the Advisers Act. C.

Additional Expenses and Fees.

Generally, the Funds pay their own expenses including, but not limited to, (i) the fees paid to the Adviser and the administrator, including expenses associated with middle-office support and other services provided to the Funds, and consultants (in connection with expenses relating to the continual offer and sale of interests, investments, trading, compliance, risk management, research and infrastructure (including telecommunications)), directors' fees, if any; administrative expenses; legal and compliance expenses (including filings to be made with regulators in non-U.S. jurisdictions, “blue sky” filings, fees and expenses associated with non-U.S. registered agents and paying agents, responding to formal and informal inquiries and expenses associated with regulatory filings relating to the Funds and their portfolios and legal, compliance, archiving and research services), accounting, audit and tax preparation expenses and costs related to errors and omissions insurance and directors and officers insurance for the Adviser and its affiliates; (ii) investment-related expenses (e.g., due diligence, proxies, brokerage commissions and transaction costs, clearing and settlement charges, custodial fees, interest expense, research-related expenses, including, without limitation, third-party research, research-related travel expenses, news and quotation equipment and services (including fees for data and software providers), fees and costs related to risk analytics, and third party trading-related software, and costs associated with the transmittal of trade information, including trade order management software (i.e. software used to route trade orders)); interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees and other reasonable expenses related to the purchase, sale or transmittal of Fund assets; additional investment expenses such as: expenses relating to any special purpose vehicles formed for making or holding investments, expenses of prospective investments, whether or not consummated, costs, fees and expenses related to due diligence, proxies, brokerage commissions, trade errors that are not the result of a breach of the Adviser’s standard of care, additional research expenses such as: subscriptions to research services, research calls and meetings and research or industry conferences, expenses relating to the continual offer and sale of interests; (iii) regulatory expenses of the Funds, the Adviser and the general partners (including, without limitation, consulting fees, legal fees and filing fees, but excluding the Adviser’s Form ADV) and costs and expenses associated with FATCA compliance or know-your-customer obligations (such as outsourced diligence services); (iv) any withholding, transfer or other taxes (including any amounts payable under any audit regime adopted by the U.S. Bipartisan Budget Act of 2015, as amended, or any similar state or local tax rules) imposed or assessed on, or collected from, the Funds or any of their partners (including any interest or penalties); and (v) telecommunication costs, computer hardware and software (including modifications, upgrades and servicing), fiber optic charges, and data (including Bloomberg and other information sources used for investment-related, compliance and other purposes), as determined by the Adviser in its sole and absolute discretion; and (vi) all other reasonable expenses related to the purchase, sale or transmittal of Fund assets. To the extent Fund assets are invested in a master-feeder structure, the applicable feeder fund bears a pro rata share of the expenses associated with the related master fund. For expenses that relate to more than one client account, including affiliated client accounts such as the Managed Accounts, the Adviser’s general policy is to allocate such expenses amongst the participating accounts pari passu based on relative assets under management or usage, or in proportion to the size of the

investment made by each client to which such expense relates, or in such other manner as the Adviser considers fair and equitable. For more information on brokerage transactions, please see Item 12 (Brokerage Practices). D.

Prepayment of Fees.

Please see responses to Item 5.A. above. E.

Compensation for Sale of Securities and Other Investment Products.

Neither the Adviser nor any of its supervised persons accept compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Methods of Analysis and Investment Strategies. The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to clients, and investment strategies pursued, and investments made by the Adviser on behalf of its clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser can offer any advisory services, engage in any investment strategy, and make any investment, including any not described in this Brochure, that the Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Investors must be prepared to bear capital losses that might result from an investment in a client, including a complete loss of the investor’s invested capital. There can be no assurance that the investment objectives of any client will be achieved. The investment objective of the Utility Funds is to employ an energy and infrastructure-focused, long/short strategy which seeks to deliver absolute returns in all market conditions with minimal correlation to energy sector indices and broader market indices. The investment objective of the Infrastructure Funds is to employ a long-biased equity strategy incorporating fundamental research to construct a portfolio of high conviction names in various energy and infrastructure sectors. The investment strategies utilized for the Infrastructure Funds will generally consist of long-term purchases and, to a lesser extent, short sales designed to allocate capital to compelling investment opportunities, while aiming to limit portfolio volatility and downside risk. The Utility and Infrastructure Funds invest primarily in equity securities of electric and gas utilities, integrated utilities, water utilities, telecommunication companies, independent power producers and pipelines, exploration and production companies, oilfield services companies, renewable energy companies, real estate investment trusts, and more broadly in energy and infrastructure-related industries (such as chemicals, materials, transportation infrastructure and real estate equities). The Adviser seeks to achieve the clients’ investment objectives primarily through individual security selection based on fundamental research and analysis. The investment objective of the MidCap Funds is to employ a long/short strategy, generally focused on the energy and infrastructure sectors, which seeks to deliver absolute returns in all market conditions with minimal correlation to broader market indices. The MidCap Funds invest primarily in small to mid-cap public companies with securities that trade, or are expected to be traded, at approximately $20 million per day or less on a rolling 1-year average; however, this threshold could be higher or lower in certain circumstances depending on the overall liquidity of a given sector. The MidCap Funds’ investments include equities of electric and gas utilities, integrated utilities, water utilities, telecommunication companies, independent power producers, pipelines, exploration and production companies, oilfield services companies, renewable energy companies, and more broadly in energy and infrastructure related industries (such as chemicals, materials, industrials, communication services, transportation infrastructure, and real estate equities). As of April 1, 2025, the investment strategy of the MidCap Funds permits greater diversification outside of the energy and infrastructure sectors. Specifically, the MidCap Funds also invest in small to mid-cap companies outside of the energy and infrastructure sectors, including in financial services and healthcare, and, due to regulatory or other similar considerations, the MidCap Funds hedge by taking long or short positions on large-cap public companies. The MidCap Funds also gain exposure to MLPs and certain other financial instruments through the use of swaps and other financial derivatives. Additionally, the MidCap Funds may invest in initial public offerings (“IPOs”), generally with offering sizes of approximately $750 million or less. The Triple Net Fund is a real estate fund that serves as a vehicle to facilitate an investment in RGMZ Venture REIT LLC, a Delaware limited liability company. The Fixed Income Managed Accounts pursue a fixed income investment strategy. The Managed Accounts,

excluding the Fixed Income Managed Accounts, pursue investment strategies that track the investment objectives of the Funds.

Related Risks. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients. These risk factors include only those risks the Adviser believes to be material, significant, unusual and relative to certain investment strategies or methods of analysis employed by the Adviser. General Investment Risks. All client investments risk the loss of capital. The Adviser believes that the clients’ investment programs may moderate this risk. There can be no assurance that a client’s investment program will be successful or that the investments will increase in value. Clients and investors in clients should consult their own legal, tax and financial advisors prior to investing. Market Risks. The profitability of a significant portion of each client’s investment program will depend to a great extent upon correctly assessing the future course of the price movements of securities and other investments. There can be no assurance that the Adviser will be able to predict accurately these price movements. With respect to the investment strategies utilized by the clients, there is always some, and occasionally a significant, degree of market risk. The success of clients’ investment programs will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund’s investments), market structure, trade barriers, currency exchange controls, national and international political circumstances (including wars, terrorist acts, or security operations), and the occurrence of various events (including hurricanes, earthquakes, and other natural disasters). These factors affect the level and volatility of securities prices and the liquidity of clients’ investments, including, without limitation, common equity and related equity derivative instruments, high-yield securities, convertible securities and derivatives, including futures and option prices, which can be highly volatile. During periods of limited liquidity and higher price volatility, the ability to acquire or dispose of investments at a price and time deemed advantageous may be impaired. Price movements of forward, futures and other derivative contracts in which the clients’ assets may be invested are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation. Such intervention is often intended to directly influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction. It is also possible that a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs may cause a series of defaults by other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearinghouses, banks, securities firms, and exchanges, with which the Fund interacts on a daily basis. These factors and general market conditions could have a material adverse impact on markets in general and on client portfolios. Climate Change-Related Risks. The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the securities held by the Adviser. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the securities.

Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies' responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of securities if investors determine that the company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of securities whose performance is linked to assets and revenue streams that are exposed to climate change risk, including futures and swaps that directly or indirectly reference fuel, energy, transportation and agricultural prices, real estate property values, mortgages, taxes, insurance rates and proceeds of tourism, may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. Developments in Financial Markets. The global financial markets have gone through pervasive and fundamental disruptions and may do so again in the future. In light of such market turmoil and the potential weakening of the financial services industry, clients’ and other financial institutions’ financial condition can be adversely affected and they can become subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on clients’ business and operations. Furthermore, increased regulatory oversight may impose additional administrative burdens on the Adviser and clients, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens require the Adviser’s (and affiliates’) time, attention and resources that could otherwise be devoted to portfolio management activities. Financial System Disruption. The Adviser, the clients, and the clients’ investments are dependent on unaffiliated financial industry participants, including banks, broker-dealers, clearinghouses, securities firms, exchanges and other financial institutions, to conduct their business. A disruption or shock in the financial industry or markets (as occurred in the first quarter of 2023 with multiple banks entering receivership or otherwise seeking assistance; such a disruption or shock being a “Financial Disruption Event”) could adversely affect any of these financial institutions, which in turn could have material adverse consequences for the Adviser, the clients or the clients’ investments. The severity of this risk could be increased by any exclusive arrangements entered into with these financial institutions. A Financial Disruption Event affecting a bank or financial institution that has custody of client assets could adversely impact the value or integrity of those assets and the ability to retrieve and secure such assets. The clients may experience delayed access to deposits or other financial assets or an uninsured loss of those deposits or other financial assets. In particular, if the Adviser or an affiliate has a banking relationship (for example, a payroll account) with a bank or other financial institution that experiences a Financial Disruption Event, the Adviser’s ability to manage or operate consistent with past business practices could be negatively impacted, potentially resulting in a disruption in operations. Geopolitical Risk. The clients’ portfolio investments can be adversely affected by geopolitical events and developments, including political instability, armed conflicts, civil unrest, terrorism, trade disputes, tariffs, and sanctions. Geopolitical events may also have a negative impact on the economy and business activity globally and therefore could adversely affect the performance of the investments of the clients. Utility Industry Related Risks. The clients’ investment portfolios contain securities in the electric and gas utility sectors. The risks associated with the long side of the portfolio of electric utility companies include those involving the construction, operation and licensing of nuclear power plants, including the risk of nuclear accident. The market value of the stock of electric and gas utility companies also could be adversely affected by inadequate rate increases from regulatory agencies. Conversely, the short side of the portfolio

Read the rest in the brochure

The Adviser generally provides investment advice to Funds and Managed Accounts, as described above in Item 4. The Adviser expects to provide investment advice to managed accounts for institutional and other investors in the future including affiliated insurance companies, co-investment vehicles, registered investment companies or listed vehicles. The offering documents of each Fund set minimum amounts for investment by prospective investors in such Funds. These minimum amounts can be waived by the Adviser or an affiliate.

The Adviser, its principal (including any estate planning vehicles thereof) and its affiliates accept Performance-Based Compensation from every Fund including certain Managed Accounts. The Adviser and its affiliates do not accept Performance-Based Compensation from the Fixed Income Managed Accounts (defined in Item 8). The Fixed Income Managed Accounts generally pursue a fixed income investment strategy, which is distinct from the investment strategies of the Funds. Because the Adviser and its investment personnel manage more than one client account, the potential exists for one client to be favored over another client. In particular, the Adviser and its investment personnel have a greater incentive to favor clients that pay the Adviser (and indirectly its investment personnel) higher Performance-Based Compensation. In addition, the principals and certain employees of the Adviser have personal investments in one or more of the Adviser’s clients, and such investments are not proportionate among the various clients. Accordingly, the Adviser has an incentive to favor clients in which its principals or employees have a greater interest. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple client accounts. The Adviser reviews Fund performance as part of the daily review of risk reports conducted by members of the Adviser’s compliance staff and as part of the Adviser’s quarterly Pricing and Allocation Committee meetings. See Item 11 for discussion of the Adviser’s allocation policies. The Adviser prohibits the allocation of investment opportunities based on anticipated compensation or profits to the Adviser, any affiliates or their professionals. Performance-Based Compensation is subject to regulation under Section 205 of the Advisers Act and Rule 205-3 thereunder. Therefore, the Adviser seeks to ensure that any client or investors in a client that are directly or indirectly assessed Performance-Based Compensation meets the qualifications of Rule 205-3 under the Advisers Act and have been advised of such fees and their risks.

A.

Broker-Dealer Registration Status.

The Adviser and its respective management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as broker-dealers or registered representatives of brokerdealers.

B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status. The Adviser and its respective management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors, or associated persons of the foregoing entities.

C.

Material Relationships or Arrangements with Industry Participants.

Other than its relationship with its affiliates, as described in Item 4.B., the Adviser and its management persons do not have material relationships or arrangements with industry participants. Stuart J. Zimmer, a revocable trust for his benefit, and an irrevocable trust for his immediate family, indirectly own and control Ategrity Specialty Insurance Company Holdings (“Ategrity”). The common stock of Ategrity is publicly traded on the New York Stock Exchange. Notwithstanding the Adviser’s general policies regarding personal investment activities by its employees, employees of the Adviser were permitted to participate in Ategrity’s initial public offering. ZFSG and the employees of ZFSG and the Adviser, have and may transact in the common shares of Ategrity in the public market. As a result of their ownership of Ategrity, Stuart J. Zimmer, and employees of ZFSG and the Adviser, have incentives relating to the interests of Ategrity’s stockholders that could differ from, and conflict with, the interests of the Adviser’s other clients, such as conflicts arising from the allocation of expenses, fee offsets, and investment opportunities (including without limitation, opportunities in the asset management, financial services and insurance industries). The Adviser will endeavor to resolve such conflicts in a manner it deems fair and equitable to the extent possible under the prevailing facts and circumstances. The Adviser will allocate investment opportunities in accordance with the Adviser’s allocation policy and will allocate expenses as described in Item 5.C. Additionally, the Pricing and Allocation Committee reviews trade allocations on a quarterly basis to monitor positional conflicts, and the CCO and compliance staff monitor trading on a regular basis to ensure compliance with this policy, as further described in Item 11. Ategrity and its subsidiaries are investors in the Insurance Feeder, the MidCap Onshore Feeder, and the Fixed Income Managed Accounts. It is possible that the feeders or Funds will be materially affected by the actions of Ategrity. For example, if Ategrity, through the Insurance Feeder, redeems from ZP Master Utility Fund, Ltd., the other feeder funds will experience higher pro rata operating expenses, thereby producing lower returns. Similarly, ZP Master Utility Fund, Ltd. could become less diverse due to a withdrawal by the Insurance Feeder, resulting in increased portfolio risk. Additionally, the Adviser has waived, and may in the future waive, the Management Fee due in a specific quarter with respect to Ategrity’s investment in a Fund. The Adviser attempts to mitigate these risks by causing Ategrity and its subsidiaries to invest in the Funds on terms that are substantially similar to those applicable to its other clients.

Stuart J. Zimmer is the Chairman of the Board of Directors of Ategrity, and employees of ZFSG are board observers or officers of Ategrity (“Dual Personnel”). The Adviser and Ategrity share office space as well as the services of certain personnel of ZFSG (“Shared Personnel”) pursuant to their respective shared services agreements with ZFSG. Dual Personnel and Shared Personnel may have conflicts of interest dedicating time and resources to, and divided loyalties as a result of their responsibilities to, the Adviser and Ategrity. Additionally, the ability of the Adviser’s other clients to make certain investments may be impacted by the Adviser’s relationship with Ategrity, including in the event that the Adviser or its employees, or Dual Personnel or Shared Personnel, receive material non-public information. To mitigate these risks, Shared Personnel and Dual Personnel are subject to the supervisory oversight of the Adviser and are required to act in accordance with the Code of Ethics. To mitigate risks relating to receipt of information, the Adviser maintains procedures, including a Restricted List, to prevent the misuse of material non-public information relating to Ategrity. The conflicts of interest presented by the relationship between Ategrity or ZFSG, on the one hand, and the Funds, the Adviser and its employees or affiliates, on the other hand, will be addressed in accordance with the Adviser’s policies and procedures.

D.

Selection of Other Investment Advisers.

The Adviser does not recommend or select other investment advisers for the clients.

A.

Code of Ethics.

The Adviser has adopted a Code of Ethics that has been designed to comply with the requirements of Rule 204A-1 of the Advisers Act. The Code of Ethics prohibits employees from engaging in personal securities transactions for most securities and provides reporting and pre-clearance requirements with respect to gifts and entertainment, and outside business activities. Employees’ personal business or investment transactions are pre-cleared when necessary and monitored by the Adviser’s compliance personnel. The Code of Ethics also contains policies and procedures designed to prevent the misuse of material, non-public information. All personnel of the Adviser are required to certify their compliance with the Code of Ethics on a periodic basis. Clients or prospective clients can obtain a copy of the Code of Ethics by contacting the Adviser at the address or telephone number listed on the first page of the Brochure.

B.

Securities in Which You or a Related Person Has a Material Financial Interest.

The Adviser or an affiliate acts as a general partner in one or more U.S. Funds in which the Adviser solicits client investments and also acts as investment adviser to one or more offshore Funds (for non-U.S. investors and U.S. tax-exempt investors) in which the Adviser solicits investments. The Adviser, its employees, affiliates or their related persons are invested directly in certain of the Funds, but not in others (including, for example, the Utility Funds, the Infrastructure Funds and the MidCap Funds, in which certain entities that are owned and controlled by Stuart J. Zimmer, a revocable trust for his benefit, and an irrevocable trust for his immediate family have made significant direct or indirect investments). Investors generally will not be provided with notice of principals’ or employees’ investments in, or withdrawals from, a Fund. These practices create a conflict of interest because the Adviser or related person has an incentive to recommend securities to Funds based on its own financial interests, rather than solely the interests of a Fund. On occasion, the Adviser, on behalf of the clients, engages in cross trading between clients. If the Adviser determines that it is advisable to engage in such a cross trade, the Adviser will (i) ensure that the trade is in the respective best interest of the clients involved; (ii) ensure that the transaction is consistent with the duty to obtain best execution; and (iii) rely on the Adviser’s valuation procedures to determine the appropriate price at which to effect the transaction. The Adviser will receive no transaction-based compensation in connection with cross trades (other than incentive compensation and management fees received in the ordinary course of business). To the extent a cross trade is viewed as a principal transaction due to the ownership interest in a Fund by the Adviser or its personnel, the Adviser will either not effect such transactions or comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of investors in such a client and approved or disapproved by (i) an advisory board comprised of representatives of such investors or (ii) a committee consisting of one or more persons selected by the Adviser (or its affiliate), and any valuation approved by such a committee will be determined by an independent third party that has appropriate experience in providing such valuations. The Pricing and Allocation Committee reviews principal and internal cross transactions that took place during the prior quarter. The ZP Master Utility Fund, Ltd. is, and other clients are or may become, a “principal account” due to the ownership interest by the Adviser and its personnel in ZP Master Utility Fund, Ltd. As a result, the Adviser, its affiliates or their respective personnel are subject to conflicts of interest in allocating investments among the ZP Master Utility Fund, Ltd. and the other clients. The Adviser will comply with its investment allocation and aggregation policy and procedures in making such allocations.

C.

Investing in Securities That You or a Related Person Recommends to Clients.

The Code places restrictions on personal trades by employees. Employees are required to disclose their personal securities holdings and transactions to the Adviser on a periodic basis and are required to preclear certain types of personal securities transactions. However, subject to certain limited exceptions, the Adviser’s employees cannot engage in personal securities trading. Employees are also permitted to purchase and sell mutual funds, municipal securities, money market instruments and certain broad-based, liquid exchange-traded funds (“ETFs”). Disposition of securities not otherwise permitted that are held in an employee’s personal trading accounts upon initial hiring must be pre-cleared. Some clients invest in the same or similar mutual funds and ETFs that employees are permitted to transact in; however, the Adviser does not view this as a significant conflict of interest due to the large market for and liquidity of these types of investments. The Adviser’s personal account trading policies and procedures also extend to employees’ immediate family or domestic partners sharing the same immediate household, any individuals over whose purchases, sales or other trading activities the employee exercises control or investment decision, persons to whom the employee provides financial support and either whose financial affairs the employee controls or for whom the employee provides discretionary advisory services, any trust or other arrangement which names the employee as a beneficiary, and any partnership, corporation, or other entity in which the employee is a director, officer or general partner or in which the employee has a 25% or greater beneficial interest or in which the employee owns a controlling interest or exercises effective control.

D.

Conflicts of Interest Created by Contemporaneous Trading.

Although the Adviser will attempt to allocate investment opportunities in a manner which is in the best interests of all the entities involved and will allocate investment opportunities believed to be appropriate for one or more clients among the clients in a manner which the Adviser determines is fair and equitable under the circumstances to all clients, there can be no assurance that an investment opportunity which comes to the attention of the Adviser will not be allocated to one client and not another client, with such other client being unable to participate in such investment opportunity or participating only on a limited basis. In addition, it is noted that there are circumstances under which the Adviser will consider participation by certain clients in investment opportunities in which the Adviser does not intend to invest, or intends to invest only on a limited basis, on behalf of other clients. The Adviser will evaluate for the clients a variety of factors which can be relevant in determining whether a particular situation or strategy is appropriate and feasible for a particular client at a particular time, including the nature of the investment opportunity taken in the context of the other investment or regulatory limitations on a client and the transaction costs involved. Because these considerations can differ for each client in the context of any particular investment opportunity, investment activities of the clients differ considerably from time to time. Situations can occur where a client could be disadvantaged because of the investment activities conducted by the Adviser for other clients due, among other things, to the limited availability of an opportunity or the market impact of orders for multiple accounts. For example, co-investing funds and accounts could have different terms, investment strategies, return profiles and/or structures than a client. These factors could result in such client’s investment being made or disposed of at a different time or with differing costs or terms than the co-investor. From the standpoint of a client, simultaneous identical portfolio transactions for multiple clients tend to decrease the prices received, and increase the prices required to be paid, by such client for its portfolio sales and purchases. Where less than the maximum desired number of shares of a particular security to be purchased is available at a favorable price, the shares purchased will be allocated among the clients in an equitable manner as determined by the Adviser. The Adviser has determined and expects in the future to determine that certain investments will be suitable for acquisition by one or more clients. The Adviser will make investment decisions consistent with the

investment mandate of each client. If it is determined by the Adviser that a particular investment is suitable for more than one client, it will make such allocations among clients in accordance with its allocation policy and in any manner which it considers to be fair and equitable under the circumstances, including, but not limited to, allocations based on relative account sizes at the time of the trade or at the end of the trading day, the degree of risk involved in the investments acquired, the size, liquidity and duration of the investment opportunity, and the extent to which such investments are consistent with the investment policies and strategies of the various accounts involved. Additionally, if the Adviser is not able to acquire the desired aggregate amount of an investment that it wishes to allocate to multiple clients, the Adviser will endeavor to allocate in good faith the limited amount of such investment acquired among the various clients for which the Adviser considers it to be suitable. The Chief Compliance Officer, in conjunction with the Adviser’s compliance staff, monitors the conflicts of interest described above, including personal account trading, allocation and aggregation of trades and cross trading. The Pricing and Allocation Committee also reviews these issues at its regular quarterly meetings.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. A.

The Adviser is authorized to determine the broker or dealer to be used for each securities transaction for the clients. The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. In determining best execution, an investment manager can take into account the full range and quality of a broker's services that benefit an account under management such as brokerage, research and other services. In selecting the counterparties to execute a particular transaction, the Adviser uses its best judgment in evaluating the terms of the transaction, and gives consideration to various relevant factors, which generally include financial stability, credit-worthiness, and general reputation of the broker, actual executed price of the security and the broker's commission rates, research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis), custodial and other services provided by such brokers and/or dealers that are expected to enhance the Adviser’s general portfolio management capabilities, size and type of the transaction, difficulty of execution and the ability to handle difficult trades, operational efficiency and facilities of the brokers and/or dealers involved including back office efficiency, ability to handle a block order for securities and distribution capabilities, clearing broker’s responsiveness to the Adviser and the Adviser’s ability to negotiate standard agreement terms that adequately protect the clients. Therefore, the Adviser will not necessarily negotiate “execution only” commission rates and could “pay up” for research and other services provided by the broker through the commission rate (“soft dollars”). However, since commission rates are generally negotiable, selecting brokers on the basis of considerations which are not limited to applicable commission rates can result in higher transaction costs than would be otherwise obtainable. The Adviser maintains policies and procedures to review the quality of executions, including periodic review by its investment professionals and the Pricing and Allocation Committee. Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. The Adviser will limit the use of commissions to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, the Adviser receives a product or service that is used only partially for functions within Section 28(e) (e.g. an order management system, trade analytical software or proxy services). In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product

or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). Within the last fiscal year, the Adviser or its related persons acquired the following types of products and services with client brokerage commissions (or markups or markdowns): • • • • • • •

Research reports and forecasts on particular industries and companies; Economic data, surveys, research and analyses; Research consultant services; Market, industry and financial data and analysis; Company and industry news, public filing and event aggregators; Exchange fees; Trading software and services and post-trade allocation and settlement services.

The Chief Compliance Officer and compliance staff, in consultation with the Pricing and Allocation Committee and legal counsel, as necessary, will determine whether a service can be paid with soft dollars. The use of client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a broker-dealer based on its interest in receiving those products and services. Research and brokerage services obtained by the use of commissions arising from the clients’ portfolio transactions can be used by the Adviser in its other investment activities and thus, the relevant client generating the soft dollars is not necessarily, in any particular instance, the direct or indirect beneficiary of the research or brokerage services provided. The Adviser does not allocate soft dollar benefits to clients proportionately to the soft dollar credits the accounts generate. In particular, the Managed Accounts generally do not generate soft dollar credits, however, they indirectly benefit from such soft dollar research and/or services generated by the Funds. The Adviser makes a good faith determination of the amount that the Managed Accounts must reimburse the Funds, however due to the inexact nature of such benefits, the reimbursement amount is an estimate only. Although the Adviser will make a good faith determination that the amount of commission rates paid is reasonable in light of the products or services provided by a broker, commissions are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates can result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services create a potential conflict of interest between the Adviser and its clients and investors. The Adviser can place transactions with a broker or dealer that (i) provides the Adviser (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to the Funds, if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. Each of the broker-dealers receives customary remuneration for its services under the applicable prime brokerage agreements pursuant to which it was engaged by the Adviser. The Adviser has complete discretion in deciding what brokers and dealers the clients will use and in negotiating the rates of compensation the clients will pay and does not permit clients to direct brokerage. The Pricing and Allocation Committee reviews whether the Adviser has sought best execution during its regular quarterly meetings.

B.

Aggregation of Orders.

If the Adviser determines to buy or sell the same security, including interests in a private investment vehicle, on behalf of more than one client, it can, but is under no obligation to, aggregate, to the extent permitted by applicable law and regulations, client orders to achieve more efficient execution or to provide for fair treatment among the clients. The Adviser will generally follow the guidelines set forth below in aggregating client orders for securities, including any orders placed for private investment vehicles:

C.

(1)

No client will be favored over any other client.

(2)

Each client that participates in an aggregated order will participate at the average share price for all of the Adviser’s transactions in that security on a given business day and transaction costs will be shared pro rata based on each client’s participation in the transaction.

Trade Error Policy.

In the event that the Adviser experiences an error with respect to trades made on behalf of the clients, the Adviser will correct such error in accordance with its policies and procedures. The clients will be responsible for any losses resulting from trading errors and similar human errors, absent gross negligence and certain other bad acts. The Pricing and Allocation Committee has discretion to determine whether the error will be borne by a client or the Adviser.

A.

Economic Benefits for Providing Services to the Clients.

The Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services.

B.

Compensation to Non-Supervised Persons for Client Referrals.

Neither the Adviser nor any related person directly or indirectly compensates any person for client referrals. However, the Adviser or its affiliates could in the future enter into arrangements with third party placement agents or distributors to solicit investors in the Funds and such arrangements will generally provide for the compensation of such persons for their services at the Adviser's expense.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

A.

Frequency and Nature of Review of Client Accounts or Financial Plans.

The Adviser’s investment, trading, operations and compliance staff perform various daily, weekly, monthly, quarterly and periodic reviews of each client’s portfolio. At the overall portfolio composition level for all clients, reviews are conducted by the Adviser’s Chief Executive Officer, Stuart J. Zimmer. In addition, individual investments constituting the Funds’ portfolios are monitored and analyzed by the applicable investment professional primarily responsible for such investments.

B.

Factors Prompting Review of Client Accounts Other than a Periodic Review.

Since all portfolios are reviewed daily, generally a special review would only be carried out in the event of an unusual event involving a portfolio security or the economy in general.

C.

Content and Frequency of Account Reports to Clients.

The Adviser generally provides annual audited financial statements to the Funds within 120 days of the applicable client’s fiscal year end. Investors in the Funds generally receive the following regular reports: (i) after the end of each fiscal year of the Funds, annual audited financial statements (including a balance sheet, income statement and statement of changes in net assets) for the recently completed fiscal year; and (ii) monthly regular net asset value statements of the investors’ Fund’s shares or capital accounts. Other periodic reports will be provided to investors in a particular Fund. For example, investors in domestic-based Funds receive annual tax information necessary for the completion of U.S. federal, state and local income tax returns. In addition, the Adviser generally provides weekly and/or monthly performance updates regarding the portfolios. In addition, certain investors request additional information and reports. Other investors will not receive some or all of the items provided in response to such requests and, as a result, the requesting investors could be able to act on such additional information before the non-receiving investors.

The Adviser is deemed to have custody of certain client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Account statements related to these clients are sent by qualified custodians to the Adviser. The Adviser is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund be 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 requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

The Adviser serves as the investment manager with discretionary trading authority to each client. The Adviser’s investment decisions and advice with respect to the clients is subject to each client’s investment objectives and guidelines, as set forth in its offering documents. The Adviser or an affiliate of the Adviser has entered into an investment management agreement, or similar agreement, with each client or its general partner, as applicable, pursuant to which the Adviser or an affiliate of the Adviser has been granted discretionary trading authority.

Proxy Voting Policies and Procedures. The Adviser has adopted written proxy voting guidelines in accordance with Rule 206(4)-6 of the Advisers Act. In voting proxies, it is the general policy of the Adviser to consider and vote each proposal with the objective of maximizing long-term investment returns for each client. In order to facilitate the proxy voting process, the Adviser has retained an independent proxy voting service (the “Proxy Service”) to vote proxies in a timely manner and has selected a particular voting guideline program. The Adviser generally votes in accordance with the Proxy Service’s recommendations and only reviews material non-routine proposals that it believes could have a material impact on shareholder value. In such situations where the Adviser has chosen to review the Proxy Service’s recommendation (which are rare), the Adviser can override individual recommendations by the Proxy Service and/or, vote in a manner that is contrary to the Adviser’s general guidelines if it believes that it would be in a client’s best interest to do so. Conflicts of interest arise between the interests of the clients on the one hand and the Adviser or its affiliates on the other hand. If the Adviser determines that it may have, or is perceived to have, a conflict of interest when voting proxies, the Adviser will base its voting decision exclusively on the Adviser’s judgment of what will best serve the financial interests of the client that beneficially owns the securities that are the subject of the vote. The proxy policy can be revised in the Adviser’s discretion. Clients are able to obtain a copy of the Adviser’s proxy policy and its voting record by contacting the Adviser at the address or telephone number listed on the first page of the Brochure.

The Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients and has not been the subject of a bankruptcy petition at any time during the past ten years.