Sculptor Capital LP: investment adviser

Additionally, limited partners who are principals of the Firm own certain profits interests in the Firm. The Adviser and its Relying Advisers are registered with the SEC as investment advisers pursuant to the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser and relying adviser Sculptor Capital II LP are registered with the U.S. Commodity Futures Trading Commission (the “CFTC”) under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”), as commodity pool operators and are also members of the National Futures Association (the “NFA”). Sculptor Capital II LP is also a CFTC-registered commodity trading adviser. Relying advisers Sculptor Capital Management Europe Limited and Sculptor Europe Loan Management Limited are registered with the United Kingdom’s Financial Conduct Authority (the “FCA”). Relying adviser Sculptor Capital Management Hong Kong Limited is registered with the Hong Kong Securities and Futures Commission (the “SFC”). In addition, Sculptor’s affiliate, Sculptor Advisors LLC, is separately registered as an investment adviser with the SEC and provides investment advisory services to Sculptor Diversified Real Estate Income Trust, Inc. (“SDREIT”). SDREIT is an investment vehicle with an investment strategy that overlaps in part with the strategies of current Clients (as defined below). From time to time, the interests of Clients may conflict with those of SDREIT or any other clients of Sculptor Advisors LLC, or any other affiliate adviser, that may be established in the future (including conflicts similar to those described herein). B. Description of Advisory Services Sculptor is a global institutional asset management firm that provides investment advice on a discretionary and non-discretionary basis as described in Item 12 below. Sculptor and its affiliates serve as the general partners and management companies for private investment funds or pooled investment vehicles, including funds-of-one (collectively, the “Funds”) and securitized asset funds in the form of collateralized loan obligations (“CLOs”) and other securitized vehicles. The Firm also provides investment advice to investors through a foreign unit trust and/or a separately managed account (each, an “SMA,” and together with the Funds and CLOs/other securitized vehicles, “Clients”), including for institutional investors, such as financial institutions, public and corporate pension funds, endowments, and foundations. The Firm provides investment advice regarding equity securities, convertible securities, debt instruments, options, futures, swaps, other types of derivatives, private securities, loans, structured

products, individual real estate assets, aviation assets, multi-property portfolios, joint ventures, public and private real estate-related securities, securities in special purpose acquisition companies (“SPACs”), digital assets and other investments and instruments. In performing investment advisory services for Clients, Sculptor acts as a fiduciary. Sculptor’s fiduciary duty derives from Section 206 of the Advisers Act and includes an:

Obligation to disclose all material conflicts of interests to Clients;

Obligation to disclose if Sculptor Capital, or an affiliate of Sculptor Capital, receives additional compensation from a Client or a third-party as a result of Sculptor’s relationship with a Client;

Obligation to obtain informed consent before engaging in transactions with Clients for its own account, that of an affiliate, or another Client when acting in an advisory capacity;

Obligation to treat all advisory clients fairly and equitably over time, and not unfairly advantage one Client to the disadvantage of another over time;

Obligation to make investment decisions that are suitable and appropriate for Clients and consistent with their investment objectives, goals, and restrictions placed on Sculptor; and

Obligation to act in what Sculptor reasonably believes to be in each Client’s best interests and, in the event of a conflict of interest, place each Client’s interests before Sculptor’s and its affiliates’ own interests.

Throughout this Brochure, Sculptor discloses actual and potential conflicts of interest. The Firm has adopted policies designed to mitigate any conflicts that arise and may arise. We encourage Clients, prospective Clients, and Fund investors to review these policies and inquire directly with Sculptor about them. Sculptor’s conflict policies—and all policies described in this Brochure— are available for review by Clients and Fund investors in the Firm’s offices or on a passwordprotected website. In addition to such policies, the Firm has established an internal Conflicts and Compliance Committee (the “Conflicts Committee”), which seeks to mitigate certain conflicts by considering and reviewing them to determine appropriate actions, as needed. Further, the offering materials of Sculptor’s Funds identify in additional detail certain conflicts of interest and specific risks that exist or may exist. A copy of the Firm’s Funds’ most current offering materials is available upon request to investors in the Funds, as applicable. To ensure that employees have the information and skills necessary to perform their duties in accordance with all applicable laws, regulations, the terms of the Firm’s Funds’ most current offering materials, and Sculptor’s requirements for the workplace, all Firm employees are required to complete certain annual trainings. Mandatory annual compliance trainings are designed to reinforce our policies and procedures for the handling of material non-public information, conflicts of interest, and employee securities trading. Annual training specifically targeted at ensuring the

understanding of, and compliance with, the Foreign Corrupt Practices Act and, as applicable, other foreign anti-corruption laws and regulations is also mandatory. Mandatory annual trainings also cover areas relating to information security and harassment prevention. C. Availability of Customized Services for Clients The Firm generally permits SMA clients to place restrictions on their accounts with respect to: (1) the specific types of investments or asset classes that we will or will not purchase; (2) the nature of the issuers of investments that we will or will not purchase (e.g., specific industries or sectors); (3) the risk profile of instruments we will or will not purchase; or (4) the risk profile of the SMA as a whole. Where the Firm serves as the investment adviser to a Fund, investment objectives, guidelines, and any investment restrictions are described in the relevant offering documents and generally are not tailored to the needs of specific investors in the vehicle, unless the vehicle is structured as a single investor “fund-of-one”, or if another Fund investor-specific customized arrangement is in place. D. Wrap Fee Programs As of the date of this Brochure, the Firm does not currently participate in any wrap fee programs (as defined by the SEC) but may do so in the future. E. Assets Under Management As of October 1, 2026, the Firm and its affiliates managed approximately $37.5 billion in assets on a discretionary basis and no client assets on a non-discretionary basis, including approximately $1.3 million in aircraft assets under advisement (based on gross asset value).

The management fee is typically based on the net asset value of the applicable Fund and is generally accrued monthly and billed quarterly in advance. However, fees for certain Funds are calculated differently, as the management fee rate applicable to a Fund investor is generally based on the amount of capital committed by each investor (see the chart with respect to commingled real estate Funds below). The offering documents of each Fund provide more detailed

information regarding management fees. In addition, for more detailed information on investment strategies, please refer to “Investment Strategies and Related Risks” under Item 8 below. Management fees for our commingled real estate Funds are generally determined based on the following fee schedule: Capital Commitment

Management Fee

Up to and including $49,999,999

1.50%

$50,000,000 to $99,999,999

1.25%

$100,000,000 to $199,999,999

1.00%

$200,000,000 or more

0.75%

Certain Funds, including some of the real estate Funds, may offer lower fees for clients of investment consultants if the consultant’s clients reach a certain amount of capital commitments in the aggregate, or fee holidays for investors that invest within a certain period after the initial launch of a Fund. The Management Fee paid by certain Funds (including certain real estate Funds), is subject to a 100% offset for (i) organizational expenses that are born by the Fund above a cap, (ii) placement fees, and/or (iii) fee income (i.e., directors’ fees, transaction fees, investment banking fees, breakup fees, advisory fees, monitoring fees, or other similar fees received by Sculptor in connection with the consummation, holding or disposition of a portfolio investment or termination of an unconsummated investment). Sculptor also receives incentive income, typically 20% of the net capital appreciation allocated to each Fund, subject to certain limitations. Management fees and incentive income are calculated based on the terms set forth in each Fund’s offering materials and other constituent documents. Investors should review carefully the specific terms set forth in the relevant Fund’s offering documents. Management fees and incentive income are generally subject to modification, waiver or reduction by Sculptor. Sculptor negotiates specific terms of investment for certain investors that differ from the terms applicable to other investors. As a result, certain investors receive additional benefits that other investors will not receive, such as economic arrangements. Fees may differ from one Fund to another, as well as among investors in the same Fund or tranche. Different tranches of interests in certain Funds have materially different terms, including but not limited to terms regarding: (1) fees charged; (2) minimum subscriptions; (3) withdrawal rights; (4) investment options; (5) rights to receive interest and other investment income; (6) denomination of currency; and (7) performance hurdle terms. In accordance with the terms of the Funds, Sculptor generally is permitted to open new tranches for Funds that have different terms at the request of an incoming investor. When opening new tranches, the Firm sometimes grants requests from existing investors to transfer their interest in the relevant Fund to the newly established tranche, subject to certain terms and conditions; Sculptor also issues interests in the new tranche to persons and entities with whom the firm is affiliated. From time to time, Sculptor permits affiliated

investors to withdraw from the Funds more frequently than other investors, and also typically waives management fees and incentive allocations for affiliated investors. Certain other types of Funds managed by Sculptor are assessed fees on a different basis. These Funds, including real estate funds, are charged a management fee generally based on capital commitments or contributed capital, and incentive income is paid out upon divestment of portfolio holdings, subject to the distribution waterfall specified in the Fund’s organizational documents, which could include a preferred return hurdle that must be achieved before incentive income is allocated to the Firm.

Collateralized Loan Obligations, Collateralized Bond Obligations, other Securitized Vehicles, or Collateralized Fund Obligations Management fees for CLOs and/or collateralized bond obligation (“CBO”) vehicles sponsored or managed by the Firm (each an “Affiliated CLO” and/or an “Affiliated CBO”) generally range from 0.25% to 0.50% annually of assets under management. Sculptor also receives incentive income, typically 20% of the excess cash flows due to the holders of the subordinated notes, subject to a stated hurdle rate. CLO and CBO investors and prospective investors should carefully review the fees and expenses associated with any investment product in which they invest. From time to time, Sculptor provides, or seeks to provide, advisory, asset management or other services to securitized vehicles collateralized by current income-generating assets other than corporate loans and bonds, including aviation-related assets and collateralized fund obligations (“CFOs”) (each, an “Affiliated Securitization”). Sculptor and its affiliates receive management fees and incentive income from investors in certain of its Affiliated Securitizations in the same or similar manner as described above in respect of Affiliated CLOs and/or Affiliated CBOs (however, Sculptor does not receive management fees or incentive income from investors in its CFO). Sculptor and its affiliates sometimes also receive sales, lease, or rental fees in connection with sales, leases, or rentals of assets in the Affiliated Securitization’s portfolio or other similar fees for services rendered to the Affiliated Securitization. Sculptor has established a CFO, and may in the future establish additional CFOs, with the primary purpose to utilize proceeds to make capital commitments to various Funds managed by Sculptor. In the future, Sculptor may choose to charge fees for managing a CFO.

Separately Managed Accounts The Firm negotiates different terms and conditions for SMAs (including different fee and redemption arrangements) than the terms and conditions that apply to any of Sculptor’s Funds and/or its current SMAs.

Additional Expenses The fees payable to Sculptor are exclusive of brokerage commissions, transaction fees, custodial fees, compensation to third-party sub-advisers, expenses relating to short sales, costs and expenses incurred in connection with identification, evaluation, due diligence, sourcing, tracking, servicing, management or disposition of investments, including, without limitation, the fees and expenses of

any collateral and/or loan settlement administrator, clearing and settlement charges, initial and variation margin, bank service fees, interest expense, exchange and clearinghouse fees, pricing services, expenses related to obtaining, processing and analyzing “big data” or “alternative data,” expenses relating to using, developing and maintaining artificial intelligence tools and systems, including machine learning technology, privately or publicly-trained generative artificial intelligence (collectively, “AI Technologies”) (including, but not limited to, costs of diligencing, engaging, monitoring and utilizing professional service providers, subscriptions and related software and hardware, server infrastructure and hosting, and the expenses, fees, charges and/or related costs incurred, charged or specifically attributed or allocated (based on methodologies determined by Sculptor) to the Client for Sculptor’s internally generated AI Technologies) consulting and other professional fees relating to particular investments (including expenses related to identification of investment opportunities, compensation of an officer, director or employee of any portfolio company or other entity making investments for a Fund, to the extent such officer, director or employee is not employed by Sculptor), certain legal and compliance expenses (e.g., expenses relating to FATCA (or any similar reporting and/or withholding regimes in any jurisdiction), expenses associated with transaction-specific filings required to be submitted by Clients (not the Firm) in U.S. and non-U.S. jurisdictions), and expenses relating to due diligence, enhanced reporting and/or compliance in respect of a Fund’s environmental, social and governance (“ESG”) considerations; costs related to the security and custody of Digital Assets (defined in Item 8 below), including third-party wallet providers, as well as the fees and expenses relating to technology hardware, software or other technology to acquire such Digital Assets; fees and expenses of any third-party service provider engaged to facilitate the preparation and filing of regulatory filings, (including Form PF, Annex IV under the Alternative Investment Fund Managers Directive (“AIFMD”), and/or any other similar regulatory filings required to be submitted by Clients), systems and technology expenses (e.g., certain trade analytical software), including licensing fees, insurance premiums, including insurance expenses established to protect Clients (or subsidiaries of Clients) from liabilities to third parties (including premiums for liability insurance covering Sculptor, the general partners and their respective partners, principals, officers, employees and agents), research-related expenses (e.g., Bloomberg licenses held in respect of Sculptor’s investment professionals), accounting, record keeping, audit and tax preparation expenses, expenses associated with taxes or governmental levies and/or other charges, custodial fees, corporate licensing, organizational expenses, government and registration fees, fees and expenses of appointing and maintaining any officer of a Fund to the extent having such officer is required by law or regulation, and other related costs and expenses (e.g., travel expenses incurred in connection with investment due diligence) all of which are incurred by the Client or Clients to which they are applicable. Such expenses incurred in connection with a particular Client’s investment and trading program may also include deal sourcing expenses (which may include costs related to research, as well as costs incurred to attend or sponsor conferences, networking and other similar events, and for Sculptor investment personnel to attend comparable events hosted by both for-profit and not-for-profit organizations that may be investors in or affiliates of investors in a Fund). Some expenses may be specific to Sculptor sponsored closed-end funds. The fees payable to Sculptor for its sponsored closed-end funds are exclusive of costs and expenses incurred in connection with financing, developing, expanding, operating, maintaining, repairing, improving or leasing investments, including, without limitation, the costs and expenses related to any credit

facility, including in connection with the negotiation and establishment of the relevant credit facility, certain legal and compliance expenses (e.g., expenses relating to FATCA (or any similar reporting and/or withholding regimes in any jurisdiction), expenses associated with transactionspecific filings required to be submitted by Clients (not the Firm) in U.S. and non-U.S. jurisdictions (including the expenses of any third-party service provider engaged to facilitate the preparation of such filings)), insurance premiums, costs incurred in connection with property condition, architectural, engineering, environmental or other studies or reports on proposed or existing investments, including for due diligence, for compliance with law and regulation, for tenant counterparty and other background checks and credit evaluations; costs incurred in connection with lease and tenant related matters, including leasing commissions, tenant improvements, tenant concessions, ownership costs and tenant retention expenses; expenses incurred in connection with complying with provisions in investor side letter agreements, including “most favored nation” provisions; the costs associated with any amendments, modification, revisions or restatements to the organizational documents of a Client; and, with any necessary approvals by the advisory or other committee of a Client, other costs and expenses that would not otherwise be Client expenses. Expenses incurred in connection with a Special Investment (as described in Item 8) are also generally borne by those investors participating in such Special Investment, including expenses related to the use of SPVs. Further, any expenses related to the use of SPVs in relation to other investment opportunities (i.e., non-Special Investments), including operating expenses (such as rent and allocable personnel costs) of entities formed for investment structuring purposes, will generally be borne by those Clients participating or eligible to participate in such investments. If expenses are incurred in connection with an investment that is not ultimately consummated by any Client, e.g., due diligence expenses, investment-related travel expenses, legal and other professional service expenses (“Broken Deal Expenses”), these expenses generally are borne pro rata by the Clients who would have participated in the investment had the investment been consummated; provided, that any Broken Deal Expenses incurred in connection with a CoInvestment Transaction (as defined below in Item 12) are allocated as set forth in Item 12. To the extent that a Special Investment has been realized, expenses incurred post-realization are borne pro rata by the Clients that participated in such Special Investment to the extent such Client has capital remaining in such Fund (including capital invested solely in other Special Investments). If a Client has no further balances, the relevant Fund and its current or remaining investors will be charged such former Client’s balance of such expenses. Notwithstanding the foregoing, the portion of an expense allocated to a Client (each, an “Allocated Client”) for a particular service will not always reflect the relative benefit derived by such Client from that service in any particular instance and Sculptor may determine an allocation of expenses to be equitable even where a Client is required to bear more than its proportional share of such fees or expenses relative to other Allocated Clients receiving the same service or participating in the same transaction. Also, the consideration of which Client will bear an expense is in certain circumstances expected to result in Sculptor determining that it is equitable for a Client to bear more than its pro rata portion of certain fees, costs and expenses (including Broken Deal Expenses). Sculptor’s discretion in making such determination creates a potential conflict of interest as Sculptor may have an incentive to allocate expenses to a particular Client over another Client or other co-investor. In addition, a Client will bear more or less of a particular expense based

on the methodology used, and a Client will bear more or less of a particular expense based on the number of Allocated Clients Sculptor selects to bear the expense in its initial allocation determination. When making expense allocation determinations, Sculptor generally will allocate an expense to one or more Allocated Clients that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases Allocated Clients that were not in existence or otherwise identified as Allocated Clients at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases Sculptor will not re-allocate the expense to each such future Allocated Clients, and such future Allocated Clients will benefit at the expense of other Allocated Clients. In addition, Clients also bear certain expenses incurred in connection with the initial and ongoing offering and sale of interests in a Fund (including expenses incurred for the preparation and distribution of reporting requested by one or more investors and related third-party expenses for such reporting), the fees and expenses of the Fund’s external administrator(s), if applicable, and certain other service providers engaged to facilitate Fund accounting and/or Fund administration, including without limitation cash and position reconciliations; currency conversions; facilitation of fund expense payments; independent management fee and incentive allocation or incentive compensation calculation; Fund and investor level NAV calculations; financial reporting; KYC / AML services; subscription and redemption services; investor statement distributions; treasury and collateral management services; security master maintenance; daily profit and loss calculation and reporting; corporate action services; and other services related to trade processing and record keeping (including service providers engaged to perform services which may in certain instances overlap in scope and/or nature with services provided by the external administrator(s)). To the extent the Firm initially pays any of these expenses, Clients reimburse Sculptor. On behalf of Clients that invest in the Firm’s Corporate Credit investment strategy, the Firm engages a third-party loan administrative services provider to perform certain loan settlement services. In accordance with each applicable Client’s governing documents, these services, to the extent performed on such Client’s behalf, as determined in the sole discretion of the Adviser, are expensed to the applicable Client. To the extent additional Clients require any such services from a loan administrative services provider in the future, expenses incurred in connection therewith will be expensed to the applicable Clients in accordance with the applicable governing documents. Please refer to Item 12 below for additional information regarding the factors Sculptor considers in selecting broker-dealers for Client transactions and in assessing the reasonableness of their compensation.

Related Conflicts Strategic Relationships, Joint Ventures and other Affiliated Companies. Sculptor and its affiliates invest (either directly or through joint ventures or other strategic relationships, and in minority or majority positions) in asset managers, general partners, or other entities (“Management Entities”). In addition, Sculptor’s ultimate parent company RITM and its other subsidiaries and affiliates (“RITM Affiliates”) may form or acquire other entities that advise third party accounts with investment programs that are similar to, or which overlap to some extent with, the investment

program of Clients. Such third-party accounts and investment programs will, from time to time, compete with and/or conflict with the interests of Clients. Any such RITM Affiliates have no obligation to consider the interests of the Clients in making decisions on behalf of its accounts or investment programs. In addition, any such RITM Affiliates have no obligation to consider the interests of the Client in making decisions on behalf of its own proprietary capital or any accounts that it may manage and may be in a position to take actions that are inconsistent with the investment objectives of the Clients. There can be no assurance that the return of a Client participating in a transaction with RITM Affiliates or its accounts or investment programs would be equal to and not less than another Client participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. RITM Affiliates have and may in the future seed or make other investments in newly formed or existing funds, accounts or Clients managed by Sculptor and as a result, Sculptor may take actions with respect to a Client that could favor RITM over other Clients, accounts or investors in such Client. In addition, to the extent RITM holds a different interest in a Client managed by Sculptor, RITM’s rights as both a seed investor, and as a holder of different interests may result in RITM having preferred rights with respect to an investment (for instance, where the RITM Affiliate holds the equity of a CLO managed by Sculptor). These circumstances could give rise to numerous situations where interests may conflict, including in respect of the proprietary investments of RITM Affiliates in entities or assets in which Clients also invests, the investment by a Client in the same loans, securities or other assets or in different levels of the capital structure of the same issuer, or other dealings involving a Client, on the one hand, and RITM Affiliates and/or businesses it invests in, on the other hand. Clients sometimes invest in investment funds or other vehicles managed by Management Entities without receiving an economic interest or revenue share in such Management Entities. If a Client is subject to an incentive allocation or pays a management fee to a Management Entity which accrues to the benefit of Sculptor or its affiliates, the portion of such allocation or fee that benefits Sculptor or its affiliates will be offset against other fees or allocations due to Sculptor or its affiliates. Any incentive allocation, performance fee, or management fee that accrues to the benefit of any owner of a Management Entity (other than Sculptor, its affiliates, or any of their respective employees) or any expenses of Management Entities, or expenses charged to underlying funds or vehicles in which a Client is directly or indirectly invested, will not be offset against any other fees due to Sculptor or its affiliates. Notwithstanding any offset of fees or compensation as described above, Sculptor will nonetheless benefit indirectly from the allocation of Client capital to the funds or vehicles with economic arrangements with Management Entities. In addition, the Firm has a conflict of interest in determining whether to invest a Client’s capital in any Client and/or any such investment vehicle managed by such a joint venture or strategic relationship, including any Fund or vehicle that has been capitalized with substantial investments by partners, principals, employees and other affiliates, in each case, of Sculptor Capital. From time to time, Clients are allocated investments in subordinated notes, equity investments, or act as a first loss lender in a warehouse facility in Affiliated CLOs, Affiliated CBOs, or Affiliated Securitizations or one or more other vehicles established to make investments in other similar securities or strategies, in each case, as the Firm believes appropriate in accordance with each Client’s investment objectives and the Firm’s investment allocation policies and procedures.

Please refer to “Allocation of Aggregated Orders and Other Investment Opportunities” in Item 12 for more detailed information regarding the Firm’s allocation policies and procedures. Under certain circumstances, Clients will also, in the sole discretion of the Adviser, invest in other tranches of securities (in addition to subordinated notes) issued by an Affiliated CLO, Affiliated CBO or an Affiliated Securitization and purchase subordinated notes or other tranches of securities in the secondary market. In addition, from time to time the Firm (and/or affiliated Accounts) will purchase one or more tranches of securities (in addition to subordinated notes) whether for risk retention or other investment purposes. As described above, the Firm receives certain management fees, incentive income and/or financial gains from Affiliated CLOs, Affiliated CBOs, and Affiliated Securitizations. However, in the case of a Client’s investment in an Affiliated CLO, Affiliated CBO or Affiliated Securitization, Sculptor or its affiliates will waive or rebate all fees and incentive income payable by the Affiliated CLO, Affiliated CBOs or Affiliated Securitization, in proportion to the Client’s investment therein so that a Client will not bear two layers of fees and incentive income with respect to such investments. When a Client invests in an Affiliated CLO, Affiliated CBO, or Affiliated Securitization, such investment may facilitate a successful launch of such Affiliated CLO, Affiliated CBO, or Affiliated Securitization and, although Sculptor and its affiliates will not receive additional fees or performance-based compensation from the Client, such investment provides additional tangible and intangible benefits to us, such as seed capital to a vehicle that will generate fees from third-party investors including management, incentive, rental, lease, sales and/or other similar fees (as described above) as well as the development of good will. Collateralized Fund Obligations. As discussed above in this Item 5, Sculptor has established a CFO, and may in the future establish additional CFOs, with the primary purpose to utilize proceeds to make capital commitments to various open-ended Funds and closed-end Funds managed by Sculptor (the “Core Strategies”). Proceeds from the sale of notes in a CFO were initially used for investments in Funds with liquid assets and liquid strategies and investments in open-ended Funds (“Liquid Strategies”). As capital calls are made from the underlying Core Strategies, Sculptor will, if required, liquidate the investments in Liquid Strategies to finance commitments to Core Strategies. In addition, Sculptor may be required to liquidate investments in Liquid Strategies and Core Strategies, including transferring between Liquid Strategies and Core Strategies, in order to generate cash flows to make payments on notes issued by a CFO and otherwise to manage expected investment returns. A potential conflict of interest arises because Sculptor will make investment decisions with respect to a CFO’s investments in Funds managed by Sculptor based on a CFO’s investment program and cash flow requirements and without regard to any liquidity or other constraints of the underlying Fund. In addition, Sculptor will take actions with respect to each underlying Fund solely from the viewpoint of such underlying Fund and will not take into account the interest, if any, of the CFO as an investor in such underlying Fund. An additional conflict arises because Funds in which the CFO may invest have different fee, expense and compensation structures. See Item 12 below regarding allocation of investment opportunities for additional information relating to how conflicts of interest are generally addressed by Sculptor. The Firm has invested in notes (including subordinated notes) issued by a CFO and may, in the future, invest additional seed funds into a CFO or purchase notes (including subordinated notes) of a CFO in the secondary market. The Firm may divest its holdings in notes (including subordinated notes) of a CFO at any time. In addition, Clients may also, under certain circumstances, purchase notes in a CFO in the secondary market.

Affiliated and Unaffiliated Sub-Advisers. As discussed in Item 8 below, Sculptor has retained in the past and may retain again in the future certain sub-advisers to provide investment research and analysis and/or discretionary management to the Funds and any other Clients (directly or through investment funds, SMAs, or other structures) with respect to discrete portions of the Clients’ assets. Compensation (including, without limitation, management and other fees, carried interest, profit participation, and reimbursement of operating and other expenses) to sub-advisers that are not affiliates of Sculptor will be borne by Clients, and Sculptor will not offset, or compensate such sub-advisers from, its management fees or incentive income. Sculptor does, however, offset the compensation received against compensation received by sub-advisers that are Sculptor’s wholly owned subsidiaries. As of the date of this Brochure, Sculptor Capital has no sub-advisory engagements with any affiliates that are not Relying Advisers. Potential Intangible or Other Benefits. The Firm and its personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Client, including benefits and other discounts provided from service providers. For example, airline travel or hotel stays incurred as Client expenses may result in “miles” or “points,” rebates, or credit in loyalty/status programs to the Firm and/or its personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit the Firm and/or such personnel even though the cost of the underlying service is being borne by the Clients, its investors and/or the portfolio companies. Any such benefits, rewards and/or amounts will not offset any fees Sculptor receives or otherwise be shared with such Client, its investors and/or any portfolio companies. In addition, airline travel incurred as a Client expense for Firm personnel travelling for appropriate Client-related purposes (including, without limitation, investment-related travel expenses) may benefit such Firm personnel to the extent the trip also serves a personal purpose. Insurance. Sculptor has in the past and may, from time to time in the future, cause one or more Clients to purchase, and/or bear premiums, fees, costs and expenses (including any expenses or fees of insurance brokers) for insurance to insure the applicable Clients, the applicable general partner, Sculptor and/or Firm personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties, against liability in connection with the activities of the Clients. This may include a portion of any premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by Sculptor that cover one or more Clients and/or Sculptor (including Firm personnel and their respective agents, representatives, members of the advisory committee and other indemnified parties). Sculptor will make judgments about the allocation of premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Clients, and/or Sculptor on a fair and reasonable basis, and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. There can be no assurance that a different allocation would not result in a Client bearing less (or more) premiums, fees, costs and expenses for insurance policies.

Some Clients calculate incentive income solely with respect to realized gains (i.e., the Firm does not receive incentive income with respect to unrealized gains); for certain other Clients, Sculptor receives incentive income upon divestment of portfolio holdings, subject to the distribution waterfall specified in offering and organizational documents. Sculptor charges performance-based fees in accordance with Section 205 and Rule 205-3 under the Advisers Act. The receipt of incentive income could motivate Sculptor to make investments that are riskier or more speculative than the Firm would make if it did not receive incentive income. This incentive is particularly acute when the incentive income is payable only upon exceeding a hurdle rate or high-water mark, and the performance of Clients is below any such hurdle or high-water mark. In addition, as a result of net capital appreciation generally including unrealized appreciation of Client assets (other than unrealized appreciation of Special Investments), Sculptor may receive more incentive income than if net capital appreciation were based solely on realized gains. Where applicable, the Firm faces a conflict of interest when it deems a Special Investment to be realized, but not sold, because the Firm will receive incentive income based, in part, on any gain from the deemed realized Special Investment. The Firm also faces a potential conflict of interest when determining whether to realize a Special Investment at a loss because to do so would reduce the amount of incentive income payable to Sculptor. The Firm has adopted policies and procedures to assist in determining when Special Investments should be deemed realized. Certain Clients have objectives that are similar to, or which overlap with, those of other Clients. Additionally, Sculptor and its affiliates typically retain ownership interests in those investment Funds. In certain circumstances, particularly when Sculptor or its affiliates sponsor a new investment fund, platform, or other investment vehicle (because Sculptor and its affiliates may provide most of the initial seed money), the product or platform may be wholly owned or majorityowned by Sculptor or its affiliates. In such cases, Sculptor faces a conflict of interest in determining the allocation of investment opportunities because Sculptor may allocate those opportunities believed to be attractive to those accounts in which Sculptor or its affiliates have a substantial ownership interest. Additionally, certain Clients pay higher fees to Sculptor than other Clients (as described above). As a result, Sculptor faces a conflict of interest in determining the allocation of investment opportunities because Sculptor may allocate those opportunities believed to be attractive to those Clients paying higher fees. Sculptor seeks to mitigate these conflicts by allocating investment opportunities to Clients in accordance with the Firm’s Investment Allocation Policy (the “Allocation Policy”). The Firm and its affiliates give advice and recommend securities to Clients which differs or conflicts with advice given to, or securities recommended or bought for, other Clients, even though the investment objectives of the respective Clients are the same or similar. As discussed in Item 12 below, the Firm and its affiliates seek to allocate investment opportunities fairly and equitably across Clients to the extent such opportunities are appropriate for such Clients, subject to the Firm’s Investment Allocation Policy. This Allocation Policy includes periodic reviews of Client’s holdings and objectives and seeks to preset allocation percentages across Client accounts for set periods of time. However, there are certain situations in which a Client or group of Clients has a

specific geographical, sector or strategy focus; situations (for example, seeding, ramp-ups, resets, etc.) in which specific Clients can receive priority in allocations as disclosed in Item 12 below; or situations where an agreement exists with an unaffiliated co-sponsor or joint venture partner or other Client, that investment opportunities appropriate for other Clients are first allocated to these type of Clients, with any remaining portions allocated to every other Client. Clients that receive investment opportunities in priority over other Clients will, from time to time, have been initially seeded by the Firm or its affiliates, and, at the time of a referral or priority allocation, may, to the extent there has been only limited investment by third party investors, remain wholly or principally owned by the Firm or its affiliates. If a Client does not receive an investment opportunity, it will not benefit from, and will have no right to profits arising out of, investments made by Clients that did receive the investment opportunity. Certain Clients seek more concentrated exposures to the same securities than are acceptable to other Clients. The Firm has an Allocation Policy and related procedures to help ensure that all Clients are treated fairly in regard to allocations over time. For additional information regarding allocation procedures, please see Item 12 below. Sometimes, following an investment by a Client (or Clients), the Firm has the opportunity to make additional or follow-on investments in the same entity or a related entity. Generally, such allocations will be made pro rata based on the allocation of the initial investment. Occasionally, rather than allocate these additional or follow-on investment opportunities to the Client(s) that participated in the original investment, the Firm allocates the opportunity to other Clients (including Clients that may be wholly or principally owned by the Firm or its affiliates) and one or more strategic investors (which may include third parties and/or other investors in Clients). This can be done if and when the additional investment opportunity or follow-on investment could not, because of available capital, liquidity, risk limits, size, tax considerations, concentration or other reasons, be allocated in the same manner as the original investment to which it relates. Additional investment opportunities and follow-on investments can be more or less profitable than the original investment to which they relate. Follow-on investments related to Special Investments are described in Item 12 below. Additionally, Sculptor at times will make a follow-on investment in a portfolio investment because such follow-on investment protects the rights given to the investing Client (or another Client) previously, even when such follow-on investment’s valuation has decreased since the original investment. These benefits and protections will, from time to time, benefit and/or accrue to other Clients and/or Sculptor at the expense of the current Client(s) investing in such follow-on investment. From time to time, Clients make firm commitments to provide capital for investments at a certain date in the future. At the time the investment requires funding, the Firm sometimes allocates the investment opportunity among that Client, other Clients eligible to participate in the investment (including other Clients that are wholly or principally owned by the Firm or its affiliates), and/or one or more strategic investors (which sometimes includes third parties and/or Clients). In addition, the Firm and its affiliates may establish investment platforms or strategic relationships with institutional and other clients to facilitate the investment of Clients in certain opportunities. To the extent that other Clients make an initial investment in or increase their investment in an investment platform, the investment will dilute the existing interest holders (and the underlying investments therein) unless the Firm determines to increase the other interest holders’ commitment to the platform on a proportionate basis. Accordingly, Clients can be disadvantaged if the Firm

allocates profitable opportunities away from them or if the Firm allocates unprofitable opportunities to them. The portfolio strategies the Firm and its affiliates use for certain Clients conflict with the transactions and strategies the Firm employs in managing other Clients and may affect the prices and availability of the securities and other financial instruments in which Clients invest.

Termination provisions for advisory contracts are as follows: (1) generally, the Funds’ investment advisory contracts may be terminated as of December 31 of any year upon 90 days’ prior written notice, although certain Funds’ advisory contracts may be terminated under other conditions set forth in each specific contract; (2) investment advisory contracts for real estate Funds generally may be terminated upon 60 days’ prior written notice by either party, although certain advisory contracts may be terminated under other conditions set forth in each specific contract; (3) termination provisions for advisory contracts for SMAs are subject to negotiation but generally can be terminated upon mutually agreeable terms; and (4) generally, the collateral management agreement for an Affiliated CLO, Affiliated CBO or Affiliated Securitization may be terminated for certain cause events described therein and upon the liquidation of the Affiliated CLO, Affiliated CBO or Affiliated Securitization or the satisfaction and discharge of the Affiliated CLO, Affiliated CBO or Affiliated Securitization in accordance with the terms of its governing documents. The beneficial owners of SMAs may receive more information (including portfolio composition information) and have more favorable liquidity rights than investors in the Firm’s other Clients. Sculptor may also negotiate fees with beneficial owners of SMAs that may be more favorable than the fees in place for comparable Fund tranches. The opportunity to open an SMA is not available to all prospective investors and is generally subject to minimum asset levels at Sculptor’s sole discretion. Sculptor’s decision whether to allow a prospective investor to open an SMA is made based on a variety of factors and in Sculptor’s sole discretion.

Investment Strategies and Related Risks Fundamental Equities. This strategy involves research-based fundamental equities investing where the purchase and sale of securities is determined by an assessment of the market value of a security relative to the intrinsic value of a security. This strategy can involve investing and trading in a portfolio of equity securities and other assets, including: common stock; preferred stock; cash and cash equivalents (including money market funds); options; convertible bonds; futures; swaps; other derivatives or any other equity-like securities. The allocation of capital across asset classes within this strategy will vary depending on market opportunities and other factors. This strategy uses both long and short positions, and investments may be made on exchanges, in over-thecounter (“OTC”) market transactions and in private transactions. The Firm performs analyses to assess risks associated with investments in this strategy. The Firm regularly employs a variety of hedging techniques in an effort to reduce exposure to specific events, systematic risks, market risks, macro-economic risks and other factors, when necessary or desired. Merger Arbitrage. Merger arbitrage strategies involve the purchase and sale of securities (usually equities) of companies involved in corporate reorganizations and business combinations, such as mergers, exchange offers, cash tender offers, spin-offs, leveraged buy-outs, restructurings and liquidations. Such strategies require an assessment of the likelihood of consummation of a proposed transaction, and an evaluation of the potential profits involved. If the event fails to occur or it does not have the effect foreseen, losses can result. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including, without limitation: (1) opposition of the management or stockholders of the target company, which often results in litigation to enjoin the proposed transaction; (2) intervention of a regulatory agency; (3) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (4) in the case of a merger, failure to obtain the necessary stockholder or third-party approvals; (5) market conditions resulting in material changes in securities prices; (6) compliance with applicable securities laws; and (7) inability to obtain adequate financing. Merger arbitrage positions also are subject to the risk of overall market movements. To the extent that a general increase or decline in equity values affects the stocks involved in a merger arbitrage position differently, the position may be exposed to loss. The success of merger arbitrage strategies can also depend on the overall volume of merger activity, which historically has been cyclical in nature. The difference between the price paid by Clients for securities of a company involved in an announced extraordinary corporate transaction and the anticipated value to be received for such securities upon consummation of the proposed transaction will often be very small. Since the price bid for the securities of a company involved in an announced extraordinary corporate transaction is generally at a significant premium above the market price prior to the announcement, if the proposed transaction appears likely not to be consummated or in fact is not consummated or is

delayed, the market price of the securities may decline sharply, often by more than the profit the Firm anticipates for Clients, even if the security’s market price returns to a level comparable to that which existed prior to the announcement of the deal. Because of the inherently speculative nature of event-driven investing, the results of Client investments using this strategy are expected to fluctuate from period to period. Accordingly, Clients should understand that the results of a particular period will not necessarily be indicative of results expected in future periods. Corporate Credit. This strategy targets debt-oriented investment opportunities during various phases of credit and economic cycles. The segment is comprised of Opportunistic Corporate as well as the Firm’s Institutional Credit Strategies. Opportunistic Credit focuses on stressed and distressed credit, special situation credit (e.g., long/short bonds) and investments in sovereign, municipal, investment grade, high yield and other opportunistic fixed income securities across the various layers of capital structures. The Firm could determine at any time to invest in other areas or products within its discretion. For example, the strategy may also employ equities or derivatives (i.e., swaps, forwards, options and futures (and options thereon)) for hedging, risk management or speculative purposes, but generally does not employ asset based finance (see “Asset Based Finance” section below) other than, from time to time, investment in Affiliated CLOs (see Item 5, Related Conflicts above). The Institutional Credit Strategies Segment is comprised of the CLO and CBO management platforms as well as other performing credit funds and customized products focused on both senior secured bank loans and high yield bonds. Asset Based Finance. The Firm has broadly organized the asset based finance market opportunity into four distinct underlying credit categories: residential real estate credit, commercial real estate credit, corporate credit (e.g., the CLOs discussed herein) and other/esoteric. Based on current market conditions, this strategy generally involves investment broadly within these four areas, including more liquid, securities, as well as less liquid, investments such as whole loans and other related structured transactions. The Firm could determine at any time to invest in other areas or products within its discretion. Asset Based Finance may include investments in securities and other instruments that have a limited or non-existent trading market. Such investments will not necessarily be designated Special Investments (described below). Accordingly, a significant portion of an Asset Based Finance portfolio may be composed of illiquid securities or securities that could become illiquid should market circumstances change. Asset Based Finance generally includes investments in collateralized debt obligations (“CDOs”) (including, without limitation, CLOs, trust preferred CDOs, commercial real estate CDOs, collateralized synthetic obligations, multi-sector CDOs, other corporate CDOs and asset-backed securities (“ABS”) CDOs), ABS (including, without limitation, residential mortgage-backed securities, commercial mortgage-backed securities (including horizontal risk retention interests), non-qualified residential mortgage-backed securities, agency residential mortgage backed derivatives, aircraft leases, consumer loans, and non-mortgage ABS), re-securitizations, reREMICs, synthetic risk transfer transactions, and residential, commercial and other asset-backed loans and debt instruments, as well as synthetic or structured versions of any of the foregoing, and litigation finance. Asset based finance investments are subject to risks associated with defaults in the underlying assets as well as interest rate, market, documentation, prepayments, sovereign and other risks. Sculptor sometimes finances its Asset Based Finance investments by entering into repurchase and reverse repurchase agreements.

Convertible Arbitrage. Convertible arbitrage strategies generally involve price spreads between the convertible and/or derivative security and the underlying equity security. To the extent the price relationships between such positions remain constant, no gain or loss on the position is likely to occur. Such positions do, however, entail a substantial risk that the price differential could change unfavorably, causing a loss to the spread position. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Government policies, especially those of the Federal Reserve Board and foreign central banks, have profound effects on interest and exchange rates that, in turn, affect prices in areas of the investment and trading activities of convertible arbitrage strategies. Many other unforeseeable events, including actions by various government agencies and domestic and international political events, may cause sharp market fluctuations. Furthermore, derivative arbitrage may also include trading and holding positions in certain types of commodity interests, which gives rise to commodity risk in the context of natural events (e.g., weather). Adverse natural events could negatively affect the underlying commodity and ultimately the value of the securities that are linked to the commodity. Convertible arbitrage strategies also consist of investments in SPACs. In general, an investment in a SPAC is subject to the risk that, among other things: (i) as a newly formed company with no operating history, there is little basis on which to evaluate the SPAC’s ability to consummate a successful IBC; (ii) an attractive business combination target may not be identified at all and the SPAC may be required to liquidate and return any remaining monies to shareholders; (iii) shareholders may not be afforded an opportunity to vote on the proposed business combination; (iv) a business combination, if effected, may prove unsuccessful and an investment in the SPAC may lose value; (v) the warrants or other rights with respect to the SPAC held by a Client may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) a Client may be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (vii) an investment in a SPAC may be diluted in connection with the business combination or by additional financings; (viii) no market or only a thinly traded market for shares of or interests in a SPAC may develop, leaving a Client unable to sell its interest in the SPAC or to sell its interest only at a price below what the Client believes is the SPAC interest’s intrinsic value; (ix) the values of investments in SPACs may be highly volatile and may depreciate significantly over time; (x) assets in the SPAC may be subject to third-party claims, which could reduce the per share liquidation price received by the investors in the SPAC; (xi) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition; (xii) a SPAC investment may be subject to an extended lockup period and other restrictions on resale and redemption, including those in connection with a private placement voting and support agreement; (xiii) the SPAC may be exempt from the rules promulgated by the SEC to protect investors in "blank check" companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules; and (xiv) the SPAC will likely only complete one business combination, which will cause its returns and future prospects to be solely dependent on the performance of a single acquired business. In addition, to the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies.

Private Investments. Certain Clients may acquire assets through private placements or in privately negotiated transactions. Certain Clients’ investment programs are focused primarily on acquiring assets through privately negotiated transactions within a particular industry or investment strategy. Clients whose investment programs are focused on a particular sector may be subject to greater risk than an investment in a portfolio of securities representing a broader range of industries and may be subject to risks associated with concentration in a relatively small number of investments. The Firm, in its sole discretion, may, but is not required to, designate assets or securities acquired through direct investments or private placements which the Firm believes: (i) either lack a readily assessable market value, (ii) are illiquid, or (iii) should be held until the resolution of a special event or circumstance as “Special Investments” for some or all of Clients. The Firm makes this designation by taking into account all relevant factors, including, without limitation, (i) the existence and depth of a trading market for such investment or the likelihood that one will develop (including based on markets for comparable investments and degree of syndication of such investment), (ii) availability of reliable pricing information, (iii) contractual limitations on transfers, (iv) ability to finance such investment, (v) the anticipated manner of trade or settlement and its effect on liquidity, (vi) availability and access to information about the issuer and (vii) the investment/exit thesis (i.e., whether the intent is to hold the investment until a specific event occurs, such as maturity of a debt instrument). Investments in Special Investments may be limited and, in respect of any such Fund, the Firm generally does not expect Special Investments to comprise more than 20-25% of the total assets of a Fund, as determined at the time the investment is made. However, such percentages may be exceeded due to market impact on portfolio holdings, a decline in value of other investments or redemptions. With respect to Special Investments held by Funds, only investors that hold an interest in the Fund at the time a Special Investment is designated by the Fund will have an interest in the related Special Investment. Accordingly, because the value and performance of Special Investments may vary, the return on investment among investors of that Fund may vary significantly depending on when an investor contributed capital to that Fund. Funds will generally only receive a return of capital and realize gains (if any) on Special Investments upon the partial or complete disposition of the asset. While it may be possible to sell certain Special Investments at any time, disposition of Special Investments is in the Firm’s absolute discretion and such Special Investments are typically held for a number of years after the investment has been made. Real Estate. In managing certain Funds, the Firm employs a value-based, situationally opportunistic investment rationale, investing primarily throughout North America and Europe, and expects to pursue transactions with one or more of the following characteristics:

Distressed situations both at the ownership level and asset level, in which alternative capital sources are unavailable or unwilling to participate in highly complex restructurings, notwithstanding attractive underlying property fundamentals;

Transactions that are operationally intensive and allow the Firm to differentiate itself through its experience and relationships and collaboration with operating partners to manage properties in certain distinct asset classes;

Value enhancement opportunities where the Firm can identify and reposition underperforming assets with correctable, temporary flaws, including volatile tenancies, physical problems, disjointed ownership structures, and liquidity constraints;

Lack of capital/contrarian investments where a particular geographic area, industry or asset type is out of favor and therefore mispriced due to fluctuations in capital flows;

Pricing arbitrage where high-quality assets can be purchased at better than market pricing by identifying some arbitrage in the transaction that is causing the seller to transact apart from direct economic motivations (often driven by restrictive time constraints, structuring requirements, tax and estate planning, and/or regulatory restrictions);

Custom-tailored capital to meet a seller’s objectives distinct from valuation that may offer more attractive risk return profiles; and

Absentee ownership transactions from inadvertent owners of assets, including banks and other financial institutions, as well as owners of large portfolios, where individual assets may be overlooked or less strategic.

The Firm also seeks to preserve capital and mitigate risk through pursuing generally noncompetitive investments, proprietary sourcing, discretion in deal selection, thorough due diligence, intensive asset management, multiple defined exit strategies, and structured downside protection. The Firm monitors its investments in an effort to manage risk and adapt its investment strategies in anticipation of changes in capital market and property market conditions. The Firm seeks to diversify investments across geography, asset types and transaction structures to also balance its Funds’ portfolios. Aviation. This strategy, which is a subset of Asset Based Finance, involves, among other things, opportunistically investing across a variety of aircraft and aviation-related assets. Such investments include without limitation: (i) sponsoring or participating in aircraft-backed transactions where the Firm or an affiliate acts as an advisor providing enhanced reporting to debt and equity investors; (ii) the buying and selling of equity or debt in aircraft ABS or other aircraft backed transactions; (iii) standalone aircraft holdings that require active management; and/or (iv) anchor equity transactions. The allocation of capital across opportunities within this strategy will vary depending on market opportunities and other factors. There can be no assurance that investments in this strategy will be able to generate returns commensurate with the risks of investing in the types of instruments described herein. Additional risks include without limitation risks relating to: (i) acquisition and maintenance of aircraft, which are long-lived assets requiring long lead times to develop and manufacture and that are or may be subject to rapid obsolescence due to the advent of superior aircraft as well as cyclicality of supply and demand; (ii) lease or release of aircraft whose profitability depends on the financial conditions of the lessee airlines and lease rates; (iii) supply risk due to the fact that the supply of commercial aircraft is dominated by a few airframe manufacturers; (iv) disposal of unsalvageable aircraft components; (v) high or volatile fuel costs, which represent a major expense to airlines; (vi) insurance coverage; and (vii) effects of pandemics, sanctions, terrorism and war.

Other Risks of Investing and Trading Investing in securities, loans, and derivatives involves risk of loss that Clients should be prepared to bear. Each of the investment strategies described above is subject to material risks. The Firm discloses the risk factors for a particular strategy to all Clients, and in the case of Funds Sculptor discloses the risk factors associated with the Fund’s investment strategies in the relevant offering materials. Set forth below are certain material risk factors that are often associated with the investment strategies and types of investments relevant to many Clients. The information included in this Brochure does not include every potential risk associated with each investment strategy or applicable to a particular Client. Sculptor encourages each Client and prospective client to read all risk factors presented and determine whether a particular investment strategy or type of security is suitable for them in light of their specific circumstances, investment objectives and financial situation. Liquidity of Investments. Sculptor strategies involve investments in securities which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such securities tend to be volatile and Clients may not be able to sell them when desired or to realize our perceived fair value of the investments in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the OTC markets. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Non-U.S. Securities. Investments in securities of non-U.S. issuers (including non-U.S. governments) and securities denominated, or whose prices are quoted, in non-U.S. currencies pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and nonexchangeability) as well as a range of other potential risks which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of funds or other assets of Clients, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of a financial instrument may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. In addition, less information may be available regarding securities of certain non-U.S. issuers and certain non-U.S. issuers who may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. issuers. Transaction costs of investing in non-U.S. securities markets are generally higher than in the United States. There is generally less government supervision and regulation of exchanges, brokers and issuers outside the United States than there is in the United States. Clients might have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures, which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect the performance of Clients. Moreover, an issuer of securities may be domiciled in a country

other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. Debt instruments issued by certain non-U.S. sovereign nations have in the past suffered and may again in the future suffer significant declines in value and are subject to potential default. Clients may be invested in such securities. Certain hedging techniques may not be effective in limiting the downside of such investments. The income Clients receive from sources within some countries may be reduced by withholding and other taxes imposed by such countries. Any such taxes that Clients pay will reduce the net income or return from investments in such securities. Uncertain Exit Strategies. Due to the illiquid nature of many of the positions which the Firm expects Clients to invest in, the Firm is unable to predict with confidence what the exit strategy will ultimately be for any such investment, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initially made may be unavailable at the time the investment is ready to be realized due to economic, legal, political or other factors. Risks Associated with Distressed Investment Strategies. The success of the investment activities will depend to an extent on the Firm’s ability to identify and benefit from inefficiencies in the high yield and distressed debt securities markets. These opportunities involve uncertainty. No assurance can be given that the Firm will be able to locate investment opportunities or to correctly take advantage of inefficiencies in the markets. A reduction in inefficiencies that provide opportunities, for example, for convertible arbitrage or capital structure arbitrage will reduce the scope for those investment strategies. In the event that the perceived mispricings underlying Client positions were to fail to converge toward, or were to diverge further from, the relationships expected, Clients may incur a loss. Further, the investments utilized in implementing such strategies will include derivatives, such as futures and options, which are themselves inherently volatile in the context of specific market movements. Certain of the distressed investment strategies employed by the Firm are based on historical relationships between prices. The Firm cannot be certain that such historical relationships will continue, and the Firm makes no representations as to what results Clients will or are likely to achieve based on such trends and relationships. Furthermore, distressed investment strategies may result in increased risk of conflicts of interest when the Firm’s Clients hold interests at different levels of an issuer’s capital structure, as described in Item 11 below. Risks of Equity Investment Strategies. Some of the strategies employed on behalf of Clients may result in high portfolio turnover and, consequently, greater transaction costs. Depending upon the investment strategies employed and market conditions, Clients may be adversely affected by unforeseen events involving such matters as changes in interest rates or the credit status of an issuer, forced redemptions of securities or acquisition proposals, break-up of planned mergers, unexpected changes in relative value, short squeezes, inability to short stock, or changes in tax treatment. There can be no assurance that the Firm will be able to locate investment opportunities or exploit pricing discrepancies.

Competition for Investment Opportunities. The business of Clients, including identifying, completing and realizing attractive investments on a global basis is highly competitive and involves a high degree of uncertainty. Clients may be competing for suitable investments with a growing number of non-traditional participants, such as private funds, hedge funds, business development companies, other financial institutions, other corporate or strategic buyers, other public mezzanine funds, and other private investors, which include RITM, its portfolio companies and its clients, as well as more traditional lending institutions and mezzanine-focused competitors. The size and number of private investment vehicles has grown dramatically in recent years, and it is likely that these trends will continue in the future. These competitors may have different investment objectives than Clients, enabling them to accept more risk or pay higher prices than deemed reasonable or appropriate for the Client. The Clients’ operating results will be dependent upon the availability of, as well as the ability to identify, consummate, manage and realize, attractive investment opportunities. As a result of the foregoing, there can be no assurance that Clients will be able to locate, complete and exit investments that satisfy the rate of return objectives or realize their potential values or that the Client will be able to fully invest their committed capital for a significant period of time, if at all. Use of Leverage and Financing Arrangements. In managing Clients’ positions, the Firm sometimes employs leverage when the Firm believes that the use of leverage may enable Clients to achieve a higher rate of return. Accordingly, the Firm sometimes causes Clients to pledge securities and may provide other forms of security or assurance in order to borrow additional funds for investment purposes. The Firm may also cause Clients to leverage investment returns with derivatives (i.e., swaps, forwards, options and futures (and options thereon), short sales, and other derivative instruments). The amount of borrowings which Clients may have outstanding at any time may be large in relation to the capital contributed to their account. Certain Funds have limitations on their ability to utilize leverage, which are described in their respective offering materials. While leverage presents opportunities for increasing Clients’ total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of a Client’s investment would be magnified to the extent that such Client’s account is leveraged. The cumulative effect of the use of leverage by the Client in a market that moves adversely to the Client’s investments could result in a substantial loss to Clients, which would be greater than if the Firm had not employed leverage in managing the account. In the futures markets, margin deposits are typically low relative to the value of the futures contracts purchased or sold. Such low margin deposits are indicative of the fact that any commodity futures contract trading is typically accompanied by a high degree of leverage. Low margin deposits mean that a relatively small price movement in a futures contract may result in immediate and substantial losses to the investor. For example, if at the time of purchase 10% of the price of a futures contract is deposited as margin, a 10% decrease in the price of the futures contract would, if the contract is then closed out, result in a total loss of the margin deposit before any deduction for the brokerage commission. Thus, like other leveraged investments, any purchase or sale of a commodity contract may result in losses in excess of the amount invested. In general, the Client’s anticipated use of short-term margin borrowings results in certain additional risks to the Client. For example, should the securities pledged to brokers to secure the Client’s margin accounts decline in value, the Client could be subject to a "margin call," pursuant

to which the Client must either deposit additional funds or securities with the broker, or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Client’s assets, the Client might not be able to liquidate assets quickly enough to satisfy its margin requirements. The Client may borrow by entering into reverse repurchase agreements. Under a reverse repurchase agreement, the Client sells securities and agrees to repurchase them at a mutually agreed date and price. Reverse repurchase agreements may involve the risk that the market value of the securities retained in lieu of sale by the Client may decline below the price of the securities the Client has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Client’s obligation to repurchase the securities and the Client’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision. To the extent that, in the meantime, the value of the securities that the Client has purchased has decreased, the Client could experience a loss. As part of their agreements with their prime brokers, the Client have agreed that their brokers may reuse or rehypothecate collateral and assets of the Client (as applicable) in certain circumstances and subject to certain limitations as more fully set out in those agreements. The financing used by certain Clients to leverage their portfolios is currently obtained from brokerdealers and/or banks in the marketplace in which the Clients invest. While the Firm attempts to negotiate the terms of these financing arrangements with such broker-dealer or bank on behalf of Clients, our ability to do so is limited. The Clients are therefore subject to changes in the value that the broker-dealer or bank ascribes to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position and/or the broker-dealer’s or bank’s willingness to continue to provide any such credit to the Client. The Clients could be forced to liquidate their portfolios on short notice to meet financing obligations. The forced liquidation of all or a portion of a Client’s portfolio at distressed prices could result in significant losses to the Client. In addition, the Firm may be able to negotiate more favorable terms or benefit from the economies of scale for financing arrangements with broker-dealers or banks on behalf of Clients. In such cases, the terms of a financing arrangement applicable to a Client, may however be adversely affected by actions related to the Client’s portfolio at a broker-dealer or bank, including, without limitation, upon violation of specified diversification or concentration limits or upon transactions related to specified types of securities exceeding a certain percentage of the total amount of all types of transactions, as measured across all such Clients. Furthermore, certain arrangements may permit Clients to increase or decrease exposure to the financing during the term of such financing. In such case, the Firm will exercise discretion with respect to the appropriate levels of financing for Clients based on the desired level of financing for each Client. To the extent that such financing arrangements are limited, Clients may not be able to achieve the desired level of financing. Clients sometimes enter into OTC derivatives (including, but not limited to, swap transactions and repurchase agreements) for speculative or hedging purposes. Clients also sometimes enter into term financing commitments with prime brokers. Certain agreements governing these relationships are subject to termination or require additional collateral to be posted in the event

that the net asset value of a Client’s account falls below a certain level, due to either a decline in value, redemptions or a combination thereof. If a Client is required to terminate the relevant agreement, it could be required to sell assets at a discounted value or liquidate entirely Short Selling. The Firm may use short sales in managing portfolios for Clients. Short selling involves selling securities which may or may not be owned and borrowing the same class of securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from declines in market prices to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Firm engages in short sales in each Client’s account varies by investment strategy and market-based opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to Clients of buying those securities to cover the short position. There can be no assurance that Clients will be able to maintain the ability to borrow securities sold short. In such cases, Clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted for purchase in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Even though Clients secure a "good borrow" of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Client to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by the Client. In addition, the Client may be required to provide additional margin to its counterparties, including its prime brokers, on short notice if the price of a security underlying a short position suddenly rises. If the Client is unable to deliver the additional margin required, the Client may need to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, the Client may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the Client. Further, fees charged to the Client for borrowing securities may be substantial, and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the OTC market, and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and a Client may be entirely dependent on the willingness of OTC market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. A so-called "short squeeze" can occur when the price of securities in which the Client has an open short position rise sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the security, resulting a rapid price increase; (ii) market participants collectively purchasing a significant

amount of shares, thereby causing a substantial increase in the price of such securities; or (iii) one or more lenders of a security that was used to facilitate a short position suddenly demanding the return of the security that has been loaned. A "short squeeze" may result in the Client having to prematurely close out a short position at relatively unattractive high prices, resulting in a substantial loss. Further, the risk of a "short squeeze" likely will increase if other short sellers, market participants and/or lenders become aware of the Client’s short positions, including, without limitation, as a result of legally-required reporting with respect to the Client’s ownership of options to purchase the underlying security being shorted. Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which the Clients invest may be materially affected and the ability to take advantage of opportunities for short selling may be significantly reduced. For instance, in October 2023 the SEC adopted rules that would require increased public disclosure of institutional investment managers' short positions in equity securities and, separately, public disclosure of securities lending transactions, including loans used in connection with short sales. While these rules have been remanded to the SEC and ultimately may be revised or vacated, such rules, if they ultimately become effective, could negatively impact the Firm's ability to take advantage of opportunities for short selling. Due to regulatory or legislative action taken by regulators around the world as a result of the financial crisis, taking short positions on certain securities has been restricted. The levels of restriction vary across different jurisdictions and are subject to change over time, including in the short term. These restrictions vary from outright prohibition, disclosure to local regulators and disclosure to the public markets. In many jurisdictions, the practice of “naked” short selling is prohibited. “Naked” short selling is the practice of selling securities short without first having secured appropriate cover (e.g., by borrowing or agreeing to borrow securities or locating securities that are available to borrow in the relevant quantity in time for settlement of the short sale transaction). In jurisdictions where naked short sales are prohibited, if a Client is unable to secure appropriate cover, the Client may not be able to enter into short sales and therefore the Firm may not be able to express fully its negative views in relation to the relevant securities on behalf of such Client. In jurisdictions where naked short selling is permitted, the entry by a Client into naked short sales may expose the Client to increased risk of liability for costs or losses suffered by the transaction counterparty or other relevant parties as a result of a settlement failure (if it transpires, after entering into the short sale, that the Client is unable to borrow the requisite amount of securities in time for the settlement date), including, without limitation, as the result of the exercise by the transaction counterparty, an exchange or a central counterparty of a “buy-in” and the imposition by an exchange or central counterparty of penalties or fines for the settlement failure. The SEC and other regulatory authorities outside of the United States have established rules imposing trading and reporting requirements on short selling, which could affect adversely trading opportunities, including hedging opportunities for Clients.

Trading in Currencies. From time to time, the Firm engages in opportunistic currency trading strategies. A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex factors such as monetary supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments may intervene, directly or by regulation, in currency markets, with the specific effect, or intention, of influencing currency exchange rates, which may, together with other factors, cause rapid movements in currency exchange rates, which could adversely affect the Firm’s currency trading strategies. Interest Rate Risk. Changes in interest rates may affect a number of different investment strategies the Firm uses in managing portfolios for Clients. For example, with respect to CLOs and CDOs (“Structured Products”), the collateral of a Structured Product may bear interest at a fixed rate while the Structured Product itself bears interest at a floating rate (or vice versa), with a resultant mismatch in payment obligations of the collateral and the relevant Structured Products. As a result of such mismatches, fluctuations in floating rate indices may impact adversely the ability of the issuer of the relevant Structured Products to make payments. In addition, the value of most mortgage-backed securities (“MBS”) and asset-backed securities (“ABS”), like traditional debt securities, tends to vary inversely with changes in interest rates. When interest rates rise, the value of MBS and ABS generally will decline; however, when interest rates decline, the value of MBS and ABS with prepayment features may not increase as much as other fixed income securities because prepayment of mortgages tends to accelerate during periods of declining interest rates. Prepayments may also occur on a scheduled basis or due to foreclosure. In addition, a repurchase of a mortgage loan by its originator as a result of a breach of a representation or warranty made with respect to such mortgage loan will have the same effect as a prepayment. The rate of prepayments on underlying mortgages will affect the price and volatility of MBS and ABS, and may shorten or extend the effective maturity of the security beyond what was anticipated at the time of purchase. To the extent that Clients purchase MBS and ABS at a premium, prepayments (which may generally be made without penalty) may result in loss of the premium paid. Further, when mortgages and loans underlying MBS and ABS held by Clients are prepaid, Clients will receive principal repayments on the MBS and ABS, which they will reinvest in other securities the yields on which will reflect interest rates prevailing at the time, which may be lower than the yield on the prepaid MBS or ABS. The value of MBS and ABS is also subject to extension risk, which is the flip side of prepayment risk. Extension, or slower prepayments of the underlying mortgages and loans, extends the time it takes to receive cash flows and generally compresses the yield on MBS and ABS and makes such instruments more sensitive to rising interest rates and price declines. For these and other reasons, the total return on MBS and ABS may be difficult to predict. In addition, due to increased instability in the credit markets, the market for some MBS and ABS has experienced reduced liquidity and greater volatility, making it more difficult to value such securities. Moreover, purchasing MBS and ABS at what may appear to be "undervalued" levels is no guarantee that these assets will not be trading at even more "undervalued" levels at a later time of valuation or at the time of sale. If the Client liquidates investments in MBS and ABS, it may be difficult or impossible to do so on favorable terms due to the illiquid nature of these MBS and ABS investments and this may result in losses.

Counterparty Risk. Many of the markets in which the Firm effects transactions for Clients are OTC or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight to the same extent as members of “exchange-based” markets. This exposes Clients to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Client to suffer a loss. Such "counterparty risk" is accentuated in contracts with longer maturities where events may intervene to prevent settlement, or where such Client has concentrated its transactions with a single or small group of counterparties. The Clients are not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Although the Firm intends that Clients will only enter into transactions only with counterparties that the Firm believes to be creditworthy and will attempt to reduce exposure by obtaining collateral in appropriate cases, there can be no assurance that a counterparty will not default and that Clients will not sustain a loss on a transaction as a result. In addition, concentration of transactions with a limited number of counterparties could increase the potential for losses by Clients. The ability of Clients to transact business with any one or number of counterparties, the lack of any meaningful and independent evaluation of such counterparties’ financial capabilities, and the absence of a regulated market to facilitate settlement may increase the potential for Client losses. In addition to using brokers as "agents" and paying resulting commissions, the Clients may also buy or sell securities directly from or to dealers acting as principals at prices that include markups or mark-downs, and may also buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. The assets of the Clients may be held by United States and non-United States brokers or any other entities or counterparties of the Clients (including, but not limited to, sub-custodians). Assets of the Clients may be available to the creditors of such non-United States brokers, entities or counterparties. The Clients also will use clearing brokers for futures transactions. These relationships expose the Clients to credit risks and involve the risk that the counterparties may become insolvent. Defaults by, or even rumors or questions about, the solvency of counterparties with which the Clients execute transactions may increase the Clients’ operational risks or transaction costs, which may result in lower investment performance. The Clients’ access to certain financial intermediaries, such as prime brokers or trading counterparties, may be reduced or eliminated as a result of the ongoing consolidation of the financial services industry. This may reduce the Clients’ ability to diversify their exposures to intermediaries, which may increase the Clients’ operational risks and transaction costs, which in turn may result in lower investment performance. Risks Associated with Derivatives. From time to time, the Firm uses derivatives, including swaps, forwards, options, futures and warrants, among other instruments, for hedging, risk management, or to seek to enhance returns. The use of derivatives carries significant risks. Among other things, derivatives involve leverage, which serves to magnify losses and gains; the pricing of derivatives can be volatile or illiquid, particularly during periods of market stress; certain derivatives may be difficult to exit in a timely and cost-effective manner; derivatives with swap dealers are subject to

counterparty credit risk; derivatives positions could be impacted negatively by the failure of a swap dealer or a futures commission merchant; trading in derivatives outside of the U.S. may expose Clients to credit and regulatory risks; hedging, risk management and risk reduction strategies may be ineffective or based upon ineffective models, data or inputs; and speculating with derivatives is inherently risky and may lead to large losses. The derivatives markets are generally subject to changing regulation, including the ongoing impact of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as amended, and similar regulation outside of the United States, that may impose substantial costs on the operation of the Firm’s business and the implications of pending and/or future regulation may also create additional regulatory risk. Furthermore, the Firm’s operational resources will likely need to be augmented to stay in compliance with such regulations. Risks Associated with Information Security. As part of its business, the Firm processes, stores and transmits large amounts of electronic information, including information relating to the transactions of Clients and personally identifiable information of the shareholders. Similarly, service providers of the Firm and Clients, especially the Administrator, may process, store and transmit such information. The Firm and Clients have procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Firm may be susceptible to compromise, leading to a breach of the Firm's network. The Firm’s systems or facilities may be vulnerable to damage or interruption from computer viruses, denial of service attacks, ransomware, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches (for example, as a result of ransomware or business enterprise compromise), employee error or malfeasance, government surveillance, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes or other security threats. Online services provided by the Firm to the shareholders may also be susceptible to compromise. Breach of the Firm’s information systems may cause information relating to the transactions of Clients and personally identifiable information of the shareholders to be lost or improperly accessed, used or disclosed. The service providers of the Firm and Clients are subject to the same electronic information security threats as the Firm. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of the Firm or Clients and personally identifiable information of the shareholders may be lost or improperly accessed, used or disclosed. The loss or improper access, use or disclosure of the Firm’s or Clients’ proprietary information may cause the Firm or Clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. For example, the Firm may incur substantial costs relating to the investigation or remediation of a cybersecurity incident, increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls, acts of identity theft, unauthorized use or loss of

proprietary information, adverse investor reaction, increased insurance premiums or difficulties in obtaining insurance coverage, or litigation, regulatory action or other legal risks. Any of the foregoing events could have a material adverse effect on the Firm, its Clients and its Client’s investments. Further, cybersecurity and data protection have become top priorities for regulators around the world, and rapidly developing and changing privacy, data protection and cybersecurity laws and regulations could further increase compliance costs and subject Sculptor, the Clients, and/or their portfolio companies to enforcement risk and reputational damage. Many jurisdictions in which Sculptor and the portfolio companies operate have laws and regulations relating to privacy, data protection and cybersecurity, including, as examples, the General Data Protection Regulation (“GDPR”) and the Digital Operational Resilience Act (“DORA”) in the European Union, the U.K. Data Protection Act, and Regulation S-P: Privacy of Consumer Financial Information and Safeguarding Customer Information. As an example, the U.S. Department of Justice’s final rule on Preventing Access to Americans’ Bulk Sensitive Personal Data and United States GovernmentRelated Data by Countries of Concern took effect in April 2025. This rule prohibits or restricts U.S. persons from knowingly directing or engaging in defined classes of transactions that allow persons in countries of concern or those otherwise deemed a “covered person” access to enumerated categories of sensitive data, specifically bulk U.S. sensitive personal data and U.S. government-related data. Some jurisdictions have also enacted or proposed laws requiring companies to notify individuals and government agencies of data security breaches involving certain types of personal data. Risks Associated with Service Providers. The Firm’s Clients are dependent upon its counterparties and the businesses that are not controlled by the Firm that provide services to the Firm’s Clients (the “Service Providers”), as well as the employees of the Firm (See “Retention and Motivation of Key Employees”). Examples of Service Providers include the fund administrator, prime brokers, custodians, legal counsel, auditors and any other service provider described herein. Errors are inherent in the business and operations of any business, and although the Firm has adopted measures to prevent and detect errors by, and misconduct of, its own employees as well as counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Firm, its Clients and its Client’s investments. Employee misconduct may include, among others, binding the Clients to transactions that exceed authorized limits or present unacceptable risks, unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risk or losses), and failure to adhere to policies and procedures established by the Firm. Losses could also result from actions taken by Service Providers, including from the failure to recognize trades and the misappropriation of assets, including situations where Service Providers may act as directors, trust companies or in a similar capacity that give such Service Providers signing authority over certain Client assets. In addition, it is possible that employees and Service Providers will improperly use or disclose confidential information of the Clients, which could result in litigation or serious financial harm, including limiting the Clients’ business prospects or future marketing activities. No assurance can be given that measures adopted to prevent and detect misconduct will be effective.

In addition, without any misconduct, employees and Service Providers may make errors that cause significant losses to the Clients and their investors, including, among others, with respect to the calculation of net asset value, the handling of assets and wiring of redemption proceeds, the handling of personal information, the negotiation of contracts, the maintenance of data or the safeguarding of one or more of the Firm’s systems. Third-party service providers and counterparties that provide services to, or engage in transactions with Sculptor, RITM, their affiliates or their partners and principals may also provide services to, or engage in transactions with, the Firm and the Firm’s clients. The Firm has a conflict of interest in selecting such service providers and counterparties on behalf of the Clients because the Firm may favor service providers and counterparties that provide services to such parties above for attractive fees or other terms of service. As part of the Firm’s business, Sculptor, RITM, their affiliates and other Sculptor personnel have developed many relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio investments, current and former Service Providers to current and former portfolio investments, former employees and contractors and members of the Firm. Certain of these third parties: (i) introduce investment opportunities to the Firm; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio investments; (iii) introduce portfolio investments to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio investments or (v) provide investment banking, consulting, legal or advisory services to Sculptor, the Clients or portfolio investments. In addition, such third parties may invest in one or more Clients, co-invest in one or more portfolio investments, provide other significant business or investment services to Sculptor, the Clients and/or portfolio investments, or compete with the Clients for investment opportunities. These relationships create conflicts of interest as the Firm will have incentives to select or recommend any such third-party to perform services for the Clients or a portfolio investment. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Clients or portfolio investments, as applicable. The Firm may also be confronted with tasks that can be accomplished either by its employees (including secondees or consultants) or by third-party Service Providers or vendors. Sculptor’s allocation of such tasks may be influenced by whether the Firm or a Client would bear the fees and expenses of a third-party Service Provider or vendor. Due to, among other things, allocation of internal resources, Sculptor may be incentivized to allocate such tasks related to Clients to thirdparty Service Providers or vendors, such that the Clients would bear the fees and costs thereof. Participation in Creditors’ Committees. A Client (directly or through Sculptor or its general partner) may serve on informal or ad hoc committees or groups formed by creditors (“Informal Creditors’ Committees”) to negotiate with the management of financially troubled companies that may or may not be in bankruptcy. In addition, a Client may be appointed to serve as a member of an official creditors committee in a bankruptcy case of an issuer of a portfolio asset (“Official Committees” and, together with the Informal Creditors’ Committees, “Creditors’ Committees”). A Client may also seek to negotiate directly with debtors with respect to restructuring issues. Even

if a Client chooses to join an Informal Creditors’ Committee or accepts an appointment to an Official Committee, there can be no assurance that a Client would be successful in obtaining results favorable to it in a bankruptcy or restructuring proceeding, as Creditors’ Committees generally consist of many participants, each of which attempts to obtain an outcome in its best interest. As a result of a Client’s service on such Creditors’ Committees, a Client may, and if the Client services on an Official Committee certainly shall, be deemed to have duties to other creditors represented by the Creditors’ Committees, which might thereby expose a Client to liability to such other creditors who disagree with the Client’s actions. If a Client serves on an Informal Creditors’ Committee, there is a risk that it will be required to bear its share of the fees and disbursements charged by lawyers and other professionals engaged to represent the group, though typically such groups seek to have the issuers pay such expenses. If Sculptor concludes that its obligations owed to the other parties as a Creditors’ Committee or group member conflict with its duties owed to a Client, it may resign from that Creditors’ Committee or group, and a Client may not realize the benefits, if any, of Sculptor’s service on the Creditors’ Committee or group. Additionally, if a Client is represented on a Creditors’ Committee or group, it may be restricted or prohibited under contract or applicable law from disposing of its investments in the subject company while it continues to be represented on such Creditors’ Committee or group. Alternative Data. Sculptor obtains and uses alternative data in its investment process. Alternative data may consist of datasets that have been culled from a variety of sources, such as internet usage, financial transactions, applications and devices (such as smartphones), and government and other public records databases. These data are sometimes referred to as “big data” or “alternative data”. Sculptor uses alternative data in a variety of ways, including by incorporating it into Sculptor’s fundamental research of companies. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense borne, in whole or in part, by the Funds. No assurance can be given that Sculptor will be successful in utilizing alternative data in its investment process. The use of alternative data involves an inherent risk that Sculptor may rely on data outputs that reflect faulty system logic or that are based on inaccurate or incomplete data inputs. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for Sculptor and for the Funds in various jurisdictions. Sculptor cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to Sculptor and/or to the Funds. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of the Funds. Risks of Artificial Intelligence (“AI”). Sculptor’s ability to use, manage and aggregate data may be limited by the effectiveness of its policies, systems and practices that govern how data is acquired, validated, used, stored, protected, processed and shared. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit Sculptor’s ability to manage current and emerging risks, as well as to manage changing business needs and to adapt to the use of new tools, including AI. AI has the potential to result in significant and disruptive changes in companies, sectors or industries, including, in particular, the software companies in which the Clients invest. For example, AI may be competitive with the business of the Clients’

portfolio companies or increase the potential for obsolescence of a portfolio company’s products or services, particularly as the capabilities of AI improve, and accordingly the increased adoption and use of AI may have an adverse effect on portfolio companies or their respective businesses. While Sculptor will under certain circumstances restrict certain uses of third-party and open source AI tools, employees, consultants and/or a Client’s portfolio companies will under certain circumstances use these and other privately or publicly-trained generative AI tools (e.g., ChatGPT), as well as internally created AI tools, which pose additional risks relating to the protection of Sculptor’s, and such portfolio companies’ proprietary data, including the potential exposure of Sculptor’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse of Sculptor’s or third-party intellectual property, which could adversely affect Sculptor, a Client or a Client’s portfolio companies. Use of AI tools may result in allegations or claims against Sculptor, a Client or a Client’s portfolio companies related to violation of thirdparty intellectual property rights, unauthorized access to or use of proprietary information and failure to comply with open-source software requirements. In addition, there can be no assurance that competitors will not be more successful Sculptor and/or the Clients in the development and implementation of new technologies, including services and platforms based on AI technologies, to address investor demands and improve operations. If Sculptor, the Clients, and/or their portfolio companies are unable to adequately advance their capabilities in these areas, or do so at a slower pace than others in their industries, Sculptor, the Clients and/or their portfolio companies could be at a competitive disadvantage. Additionally, AI tools may produce inaccurate, misleading or incomplete responses that could lead to errors in Sculptor’s and its employees’ and consultants’ decision-making, portfolio management or other business activities, which could have a negative impact on Sculptor or on the performance of a Client and a Client’s portfolio companies. Further, the use of AI may involve (i) cybersecurity risks (including the increased likelihood that the Firm, its Clients and a Client’s portfolio companies become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats and/or violations could have adverse impacts on the Firm, its Clients and a Client’s portfolio companies. AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. AI tools could also be used against Sculptor, a Client or a Client’s portfolio companies in criminal or negligent ways. As the use and availability of AI tools has grown, the U.S. Congress and a number of U.S. federal agencies have been examining the AI tools and their use in a variety of industries, including financial services. The legislatures and administrative agencies of a variety of U.S. states have also proposed, and in a number of cases adopted, rules and regulations addressing the use of AI. AI similarly faces an uncertain regulatory landscape in many foreign jurisdictions. Ongoing and future regulatory actions with respect to AI generally or AI’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of Sculptor, a Client or its portfolio companies to utilize AI in the manner it has to-date, and may have an adverse impact on the ability of Sculptor, a Client or its portfolio companies to continue to operate as intended. ESG Considerations and Risks. As part of the Firm’s investment approach, the Adviser considers environmental, social and governance (“ESG”) issues and opportunities, including climate-related considerations, as part of the investment merit and risk monitoring processes across certain investment disciplines. Sculptor Capital Management, Inc. is a signatory to the United Nations

Principles for Responsible Investment (“UN PRI”). As such, the Firm seeks to align its investment practices with the tenets set out by the UN PRI in a manner consistent with the mandates of each Client, as applicable. When investing and managing certain assets, the Adviser undertakes an ESG analysis to identify and consider ESG factors that present material business risks and/or opportunities, weighing such factors along with other relevant economic and non-economic factors to determine risk and return. Investment decision-making is thus a combination of all relevant economic and non-economic considerations rather than based solely on ESG considerations, in a manner that is consistent with our fiduciary duties and Clients’ investment mandates. Further, ESG practices are evolving rapidly and there are different principles, frameworks, methodologies and tracking tools being implemented by other asset managers, and the Firm’s adoption and adherence to various such principles, frameworks, methodologies and tools is expected to vary over time. There is also a growing regulatory interest across jurisdictions in improving transparency regarding the definition, measurement and disclosure of ESG factors. The Firm’s ESG policies could become subject to additional regulation in the future, and the Firm cannot guarantee that its current approach will meet future regulatory requirements. The Firm’s ESG Policy is available on its website. The EU Sustainable Finance Disclosure Regulation. As applicable, the EU Sustainable Finance Disclosure Regulation (“SFDR”) requires the Adviser to determine whether sustainability risks are relevant to any particular Client on a product-by-product basis. While Sculptor and its Relying Advisers are not directly subject to the SFDR, certain Funds are within the scope of the SFDR by virtue of registrations and/or notification under AIFMD national private placement regimes in certain EU and EEA jurisdictions. Consequently, limited disclosures under the SFDR are made in the applicable offering documents in respect of each Fund within the scope of SFDR. As detailed therein, the Firm has determined that sustainability risks are relevant to certain Client investments, depending on the position and the particular strategy, as set forth in the Firm’s ESG Policy. Benchmark Risks. Some of the investments, assets, and/or liabilities in Sculptor Funds have floating interest rates based on various benchmarks, such as the Secured Overnight Financing Rate (“SOFR”). Generally, the use of alternative benchmark rates (including SOFR) may (i) cause the value of the interest rate on such bonds and loans to be uncertain or to be lower or more volatile than it would otherwise be, (ii) result in uncertainty as to the functioning, liquidity or value of such bonds and loans, and/or (iii) involve actions of regulators or rate administrators that may adversely affect certain markets or contracts underlying such bonds and loans. All of the foregoing could adversely affect the return on and value of the related floating rate instruments in which the Clients invest. The London Interbank Offered Rate (LIBOR) was the offered rate at which major international banks could obtain wholesale, unsecured funding. The terms of investments, financings or other transactions (including certain derivatives transactions) to which a Client may be a party have historically been tied to LIBOR. In connection with the global transition away from LIBOR led by regulators and market participants, LIBOR was last published on a representative basis at the end of June 2023. Alternative reference rates to LIBOR have been established in most major currencies (e.g., the Secured Overnight Financing Rate for U.S. dollar LIBOR and the Sterling Overnight Index Average for GBP LIBOR) and the transition to new reference rates continues. The transition away from LIBOR to the use of replacement rates has gone relatively smoothly but the full impact

of the transition on a Client or the financial instruments in which a Client invests cannot yet be fully determined. Interest rates or other types of rates and indices which are classified as “benchmarks” have been the subject of ongoing national and international regulatory reform, including under the European Union regulation on indices used as benchmarks in financial instruments and financial contracts (the “Benchmarks Regulation”). The Benchmarks Regulation has been enacted into United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), subject to amendments made by the Benchmarks (Amendment and Transitional Provision) (EU Exit) Regulations 2019 (SI 2019/657) and other statutory instruments. Following the implementation of these reforms, the manner of administration of benchmarks has changed and may further change in the future, with the result that relevant benchmarks may perform differently than in the past, the use of benchmarks that are not compliant with the new standards by certain supervised entities may be restricted, and certain benchmarks may be eliminated entirely. Such changes could cause increased market volatility and disruptions in liquidity for instruments that rely on or are impacted by such benchmarks. Additionally, there could be other consequences which cannot be predicted. SOFR Risk. SOFR is a relatively new index rate calculated based on short-term repurchase agreements backed by U.S. Treasury Instruments. While LIBOR was an unsecured rate, SOFR is a secured rate. SOFR, unlike LIBOR, reflects actual market transactions. Accordingly, SOFR is not the economic equivalent of LIBOR. Consequently, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time, including, without limitation, as a result of changes in interest and yield rates in the market, monetary policy, bank credit risk, market volatility or global or regional economic, financial, political, regulatory, judicial or other events. Additionally, because SOFR is published by the Federal Reserve Bank of New York (the “New York Fed”) based on data received from other sources, the Firm has no control over its determination, calculation, or publication. There can be no assurance that SOFR will not be discontinued or fundamentally altered in a manner that is materially adverse to the interests of the Clients. If the manner in which SOFR is calculated is changed, that change may result in a reduction of the amount of interest payable on SOFR-linked floating rate instruments and the trading prices of such instruments. Additionally, daily changes in SOFR have, on occasion, been more volatile than daily changes in other benchmark or market rates. Although occasional, increased daily volatility in SOFR would not necessarily lead to more volatile interest payments, the return on and value of SOFR-linked floating rate instruments may fluctuate more than floating rate instruments that are linked to less volatile rates. All of the foregoing risks may affect the performance of the applicable bonds and loans in which the Clients invest, which in turn may adversely affect the performance of the Clients. Assumption of Catastrophic Risks. Clients may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or

issuers in which a Client participates (or has a material effect on locations in which the Adviser operates) the risks of loss can be substantial and could have a material adverse effect. Pandemic Risks. In the past few years, there has been an outbreak of a novel and highly contagious form of coronavirus (“COVID-19”). The COVID-19 pandemic has had a profound impact on the global and U.S. economy, adversely impacting commercial activity and contributing to significant volatility in certain equity, debt, and commodities markets. Many countries, including the United States, reacted to the pandemic by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Such measures have resulted in significant disruption to supply chains and economic activity and have had a particularly adverse impact on real estate, transportation, hospitality, tourism, entertainment and other industries. While restrictive measures have been lifted domestically and globally, and the increases in vaccination rates have helped in mitigating the impact of COVID-19, the risk of another COVID-19 outbreak remains present, and the potential impacts, including the possibility of a global, regional or other economic recession, are uncertain and difficult to assess. Any public health emergency, including any outbreak of COVID-19, other coronavirus, other existing or new epidemic diseases (including severe acute respiratory syndrome, SARS, avian flu, or H1N1/09 flu), prolonged occurrence of infectious disease, or other adverse public health developments or the threat thereof, could have a significant adverse impact the Firm’s, Clients’ and Clients’ investments’ (including their underlying properties and their tenants), and could adversely affect the Client’s ability to fulfill its investment objectives. The extent of the impact of any public health emergency on the Firm’s, Clients’ and Clients’ investments’ (including their underlying properties’ and their tenants’) operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of the Firm’s, Clients’ and Clients’ investments’ investments (including their underlying properties and their tenants), a Client’s ability to source, finance, manage and divest investments and a Client’s ability to achieve its investment objectives or fulfill its contractual undertakings, all of which could result in significant losses to a Client. Another outbreak could also lead to tenants not being able to make lease payments, borrowers not being able to make loan payments, and state, federal and non-U.S. laws and regulations once again being implemented that place restrictions on lenders and landlords in the real estate sector from exercising certain of their rights in the event of borrower or tenant defaults or delinquencies, including with respect to foreclosure and eviction rights. As such, valuations of real property investments remain uncertain at this time. In addition, the operations of the Firm’s, Clients’ and Clients’ investments’ (including their underlying properties and their tenants) may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related

to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel. Digital Asset Risks. From time to time, where consistent with the mandate of a stated investment strategy, Clients may invest in cryptocurrencies, decentralized application tokens, protocol tokens and other cryptofinance coins, tokens and digital assets and instruments that are based on blockchain, distributed ledger or similar technologies, or derivatives instruments related to Digital Assets (collectively, “Digital Assets”). While all investments entail a risk of loss of capital, investments in Digital Assets should be considered substantially more speculative and significantly more likely to result in a total loss of capital than many other investments. The investment characteristics of Digital Assets generally differ from those of traditional currencies, commodities or securities. The size and nature of any such investments may vary and could be employed in any investment strategy, including for hedging purposes. Principal risks associated with investments in Digital Assets include price volatility, legal and regulatory risk, tax, cybersecurity risks and risk of loss of private keys. The investment characteristics of Digital Assets differ from those of many traditional currencies, commodities and securities. Importantly, Digital Assets are not backed by a central bank or a national, supra-national or quasi-national organization, any hard assets, human capital, or other form of credit. Rather, such assets are market-based: a Digital Asset's value is determined by (and fluctuates often, according to) supply and demand factors, the number of merchants that accept it, and the value that various market participants place on it through their mutual agreement, barter or transactions, among other factors. Digital Assets typically have a very limited commercial and retail market application, thus contributing to price volatility that could adversely affect an investment in a Client. As a nascent technology, Digital Assets are not yet widely adopted as a means of payment for goods and services. Banks and other established financial institutions may refuse to process funds for Digital Asset transactions, process wire transfers to or from Digital Asset exchanges, cryptocurrency– related companies or service providers, or maintain accounts for persons or entities transacting in Digital Assets. Market capitalization for Digital Assets as a medium of exchange and payment method may always be low. Further, any Digital Asset's use as an international currency may be hindered by the fact that it may not be considered as a legitimate means of payment or legal tender in some jurisdictions. Digital Assets are relatively new, evolving products based upon new and evolving technologies. An investment in any Digital Assets is subject to a variety of risks, including technological, security and regulatory risks as well as associated uncertainties over the future existence, support and development of such Digital Assets. Any such investment is highly speculative and subject to the risk that the entirety or a material portion of such investment or its value may be lost. Investments in Digital Assets present unique risks associated with custody of Digital Assets. Pursuant to the custody rule under the Advisers Act, Rule 206(4)-2 (the “Custody Rule”), SEC registered investment advisers that have custody of client “funds” or “securities” must maintain those assets with a “qualified custodian,” as that term is defined under the custody rule. While recent statements by the SEC suggest a narrower scope of what constitutes a “security” in the Digital Asset context, the possibility that certain Digital Assets held by the Clients are deemed to

be securities cannot be excluded. Certain companies providing Digital Asset custodial services fall outside of the SEC’s definition of “qualified custodian,” and many long-standing, prominent qualified custodians do not provide custodial services for Digital Assets or provide such custodial services only with respect to a limited number of actively traded Digital Assets. Although Sculptor Capital seeks to custody Digital Assets with custodians that meet the definition of qualified custodian, in light of the SEC’s view on the application of the Custody Rule, certain custodians that the Adviser uses for Digital Assets could be deemed not to be “qualified custodians” or may have less secure or less well-established safeguards for the custody of Digital Assets than those of qualified custodians that hold traditional currencies, commodities, and securities. Accordingly, a Fund or a Client may use non-qualified custodians to hold all or a portion of its Digital Assets. If the SEC is not satisfied with this approach, it is possible that the Fund or the Client will be required to custody assets in a manner that the Firm believes to be less secure or to divest such assets that are deemed to be securities. Furthermore, the treatment of Digital Assets under U.S. insolvency law is evolving rapidly and subject to change. In the event of a bankruptcy or other insolvency event affecting a Digital Asset custodian, it is unclear whether and to what extent Digital Assets held by a Fund or a Client would be deemed to be included in the custodian’s bankruptcy estate. Companies providing Digital Asset custodial services may also be based in non-U.S. jurisdictions that are subject to regulatory regimes that are new and untested in courts of law or that lack precedent concerning the insolvency of Digital Asset custodians. Digital Asset custodians are also generally subject to heightened risk of unauthorized withdrawals, loss or theft. The virtual currency exchanges on which Digital Assets trade are relatively new and largely unregulated and may therefore be more exposed to theft, fraud and failure than established, regulated exchanges for other products. Clients and Fund investors are advised to review the applicable Client offering and/or governing documents for a more extensive description of the risks posed potential investments in Digital Assets, including disclosures required by the NFA. Custody and Banking Risks. The Clients will maintain funds with one or more banks, custodians or depository or credit institutions (“Banking Institutions”), which may include both U.S. and nonU.S. Banking Institutions from time to time. The Clients may also enter into credit facilities and have other relationships with Banking Institutions. The distress, impairment or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of the Clients or their portfolio companies to access, transfer or otherwise deal with their assets, draw upon a credit facility or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on the Clients. For example, in such a scenario, a Client could be forced to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (the “FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such case, the Clients and their affected portfolio companies may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking

Institution (alongside other unsecured or impaired creditors). In addition, a Client’s general partner may not be able to identify in advance all potential solvency or stress concerns with respect to its or a Fund’s banking relationships, and there can be no assurance that a Client’s general partner or a Fund will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Legal Risk. Sculptor and its affiliates engage in a broad variety of investment advisory activities on a global basis. These activities have and may in the future subject Sculptor and its personnel to risks of becoming involved in litigation by third parties or proceedings or investigations brought by regulatory authorities. It is difficult to determine what impact, if any, such litigation may have on Sculptor and the Clients. As a result, there can be no assurance that the foregoing will not have an adverse impact on Sculptor or otherwise impede a Fund’s ability to effectively achieve its investment objectives. In addition, it should be noted that government counterparties or agencies may have the discretion to implement or change or increase regulation of the operations of the Client or its investments. A Client and its investments also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements. Governments have considerable discretion in implementing regulations that could impact the Client’s return on investment. For a detailed discussion of the risks arising from regulatory changes, please see “Changes in Laws” below and “Recent Regulatory Developments for Private Clients and their Advisers” above. Litigation. In the ordinary course of its business, the Client may be subject to litigation from time to time. In addition, the capital commitment to, the origination of, acquisition of, ownership of, exercise of remedies in connection with and disposition of debt backed by real property entails certain litigation risks. Litigation may be commenced with respect to a property underlying debt originated or acquired by a Client or its subsidiaries in relation to activities that took place prior to the Client’s acquisition of such debt. Further, at the time of a borrower’s disposition of a property, a potential buyer may claim that it should have been afforded the opportunity to purchase the asset or alternatively that such buyer should be awarded due diligence expenses incurred or statutory damages for misrepresentation relating to disclosures made, if such buyer is passed over in favor of another. Similarly, buyers of a Client’s assets may later sue the Client under various damage theories, including those sounding in tort, for losses associated with latent defects or other problems not uncovered in due diligence. The outcome of such proceedings may materially adversely affect the value of the Client and may continue without resolution for long periods of time. Any litigation may consume substantial amounts of time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Tax Risks. Recent changes in the tax law have introduced potential conflicts of interests of the general partner and the interests of the Fund investors. Under current law, there could be an incentive for the general partner to cause a Fund to hold an investment for longer than three years in order for the general partner to be taxed at “long-term capital gains” tax rates, although other taxable U.S. Fund investors can achieve long-term capital gain tax rates on investments held for longer than one year, and the holding period does not generally have relevance for the tax treatment

of investors who are not subject to U.S. income taxation or that are “C” corporations. Further, there are currently administrative and legislative proposals to further change the tax treatment of “carried interest” in ways that may be adverse to partners in the general partner. Although Sculptor does not anticipate that this dichotomy will affect when investments may otherwise be realized, this dichotomy creates a potential conflict between the interests of the general partner and the interests of the Fund investors. Retention and Motivation of Key Employees. The investment performance of the Clients is largely dependent on the talents and efforts of highly skilled individuals employed by the Firm. In the event of the death, disability or departure of any of such key employees, the business and the investment performance of the Clients may be adversely affected. Separately, the success of the Clients depends on the Firm’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate investment professionals and other employees. There can be no assurance that the Firm’s investment professionals will continue to be associated with the Firm throughout the life of the Clients, and the failure to retain such investment professionals could have a material adverse effect on the Clients and their limited partners, including, for example, by limiting the Firm’s ability to pursue particular investment strategies discussed herein. Competition in the financial services industry for qualified employees is intense and there is no guarantee that the talents of the Firm’s investment professionals could be replaced. Except to the extent set forth in the applicable governing documents, investors in the Clients will have no recourse in the event that any of these key employees ceases to perform services for the Clients. United Kingdom Exit from the European Union. The United Kingdom left the European Union on January 31, 2020 (commonly referred to as “Brexit”). During an 11-month transition period, the United Kingdom and the European Union agreed to a Trade and Cooperation Agreement which sets out the agreement for certain parts of the future relationship between the European Union and the United Kingdom from January 1, 2021 (the “Trade and Cooperation Agreement”). The Trade and Cooperation Agreement does not provide the United Kingdom with the same level of rights or access to all goods and services in the European Union as the United Kingdom previously maintained as a member of the European Union and during the transition period. From January 1, 2021, European Union laws ceased to apply in the United Kingdom. The United Kingdom government has enacted legislation that will repeal, replace or otherwise make substantial amendments to the European Union laws that currently apply in the United Kingdom. Such changes could be materially detrimental to Clients. Although one cannot predict the full effect of Brexit, it could have a significant adverse impact on the United Kingdom, European and global macroeconomic conditions and could lead to prolonged political, legal, regulatory, tax and economic uncertainty. Brexit may result in significant market dislocation, heightened counterparty risk, an adverse effect on the management of market risk and, in particular, asset and liability management due in part to redenomination of financial assets and liabilities, an adverse effect on the ability of a Fund’s general partner and its affiliates to manage, operate and invest the Fund and increased legal, regulatory or compliance burden for the Fund’s general partner, its affiliates and/or the Fund, each of which may have a negative impact on the operations, financial condition, returns or prospects of the Fund.

The volatility and uncertainty caused by the withdrawal may adversely affect the value of Clients’ investments and the ability to achieve the investment objective. International Conflicts and Geopolitical Events. As economies and financial markets worldwide become increasingly interconnected, the likelihood increases that geopolitical conflicts in one country or region will adversely impact markets or issuers in other countries or regions, including in ways that are difficult to predict or foresee. The impacts of these conflicts or events can be exacerbated by failures of governments and societies to respond adequately to a geopolitical conflict and subsequent emerging events or threats. For example, local or regional armed conflicts have led to significant sanctions by the U.S., EU, and other countries against certain countries and persons and companies connected with certain countries. Such armed conflicts and sanctions and other local or regional developments can exacerbate global supply and pricing issues, particularly those related to oil and gas, and result in other adverse developments and circumstances, as well as increased general uncertainty, for markets, economies, issuers, businesses, and societies both globally and in specific jurisdictions. Although these types of conflicts have occurred and could also occur in the future, it is difficult to predict when similar conflicts affecting the U.S. or global financial markets and economies will occur, the effects of such events or conditions, potential retaliations in response to sanctions or similar actions, and the duration or ultimate impact of those conflicts. Any such conflicts could have a significant adverse impact on the operations, risk profile, and value of a Fund and its portfolio companies, with or without direct exposure to the specific geographies, markets, countries or persons involved in an armed conflict or subject to sanctions. Wars and other international or regional conflicts, including, without limitation, the recent conflict in the Middle East and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. Additionally, operating companies and financial markets may be significantly impacted by other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, tariffs, executive orders, laws, legal systems and regulatory regimes. In particular, rapid or frequent changes to laws, regulations and/or government policies, including as a result of judicial challenges, orders, directives or changes to enforcement approach, have the potential to magnify the effects of such changes on operating companies and the financial markets. The ultimate impact of international conflicts and other geopolitical events on global economic and commercial activity and conditions, and on the operations, financial condition and performance of a Fund or any particular industry, business or investee country, and the duration and severity of those effects, is impossible to predict. It is possible that these conflicts may have a significant adverse impact and result in significant losses to a Fund. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, and reductions in the availability of capital. It may also limit the ability of a Fund to source, diligence and execute new investments and to manage, finance and exit investments in the future. Developing and further governmental actions (military or otherwise) may cause additional disruption and constrain or alter existing financial, legal and regulatory frameworks and systems in ways that are adverse to the

investment strategy which certain Funds intend to pursue, all of which could adversely affect such Fund’s ability to fulfill its investment objectives. The aforementioned ongoing conflicts and the measures taken in response have had and could be expected to continue to have a negative impact on the economy and business activity globally (including in the countries in which a Fund invests) and therefore could adversely affect the performance of a Fund’s investments. The severity and duration of the conflicts and their future impact on global economic and market conditions (including, for example, oil prices) are impossible to predict, and as a result, present material uncertainty and risk with respect to a Fund, the performance of its investments, portfolio company operations, and the ability of a Fund to achieve its investment objectives. Similar risks exist to the extent that any portfolio companies, service providers and vendors of the Investment Manager, a Fund and any portfolio companies, or certain other parties have material operations or assets in the countries where such conflicts are taking place or in the immediate surrounding areas. Other geopolitical conflicts could arise in the future and such conflicts could have material adverse consequences on the Investment Manager, a Fund and its portfolio companies. These factors may have negative consequences for the valuation of the Client’s portfolio that the Firm may be unable to anticipate or hedge against. Trade Conflicts. Trade conflicts between the U.S. and certain foreign countries have recently intensified. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Clients’ investments and returns to investors. Executive Uncertainty. Changes in the U.S. presidential administration can significantly influence the economic environment and regulatory framework in which investment firms operate, introducing new policies, regulations, and economic priorities that may affect the performance and strategic direction of a Client’s investments. Regulatory changes, such as alterations in tax policies, financial regulations, and labor laws, could impact the profitability and operational efficiency of Client investments. Economic policies can influence market conditions, interest rates, and overall economic growth, affecting consumer spending, business investment, and access to capital. Shifts in foreign policy and trade relations may impact global supply chains and market access, creating uncertainties and disrupting business operations. The period surrounding a presidential election and transition can be marked by heightened uncertainty and market volatility, affecting investor confidence and market valuations, which can potentially adversely impact the Clients and their investments. Force Majeure Risk. The Clients and their investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without

limitation, acts of God, fires, floods, earthquakes, hurricanes, tornadoes, landslides, explosions, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, regional armed conflict, terrorism, nationalization of industry and labor strikes). For example, many countries have been affected by earthquakes, floods, typhoons, drought, heat waves or forest fires. Force majeure events could adversely affect the ability of the Clients or a counterparty to perform its obligations, including but not limited to the construction of its in-process development. The liability and cost arising out of a failure to perform obligations as a result of a force majeure event could be considerable and could be borne by the Clients. In addition, the cost to the Clients of repairing and replacing damaged assets resulting from such force majeure event could be material. Certain force majeure events, such as war, earthquakes, fires or an outbreak of an infectious disease, could have a broader negative impact on the global or local economy and international business activity generally, or in any of the countries in which the Clients may invest specifically, thereby affecting the Clients and Sculptor. Additionally, a major governmental intervention into an industry in light of a force majeure event or otherwise, including the nationalization of an industry or the assertion of control over one or more of the Client’s investments, could result in a loss to the Client, including if its investment is canceled, unwound or acquired and the compensation provided to the Client is not adequate. Any of the foregoing may therefore adversely affect the performance of the Clients and their investments. See also, “Pandemic Risks”, “Russian Invasion of Ukraine”, and “Israel-Hamas War” above.

Additional Real Estate Fund Related Risks Investing in securities, loans and private investments involves a risk of loss that Clients should be prepared to bear. The following are inherent risks involved with real estate investment strategies employed by some of the Funds: General Real Estate Risks. Real property investments are subject to varying degrees of risk. Real estate values are affected by a number of factors, including (i) risks associated with both the domestic and international general economic climate; (ii) local real estate conditions; (iii) risks due to dependence on cash flow; (iv) risks relating to the decline in value of the real estate properties in question; (v) risks and operating problems arising out of the absence or delay of certain construction materials; (vi) changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); (vii) the financial condition of tenants, buyers and sellers of properties; (viii) risks relating to the absence of debt financing or changes in its availability; (ix) energy and supply shortages; (x) risks relating to environmental hazards, structural issues, building or construction defects, negligent, criminal or malicious acts by operators, employees or guests and criminal activity existing or arising on real estate properties, including risks specifically relating to laws assigning liability to the owners or operators of or lenders to such properties for the foregoing incidents; (xi) laws relating to real estate lending, management and/or ownership that are complex or unclear or otherwise difficult to comply with; (xii) changes in the tax, real estate, environmental and zoning laws and regulations; (xiii) various uninsured and uninsurable risks; (xiv) natural disasters, other casualties, pandemics and other public health risks; and (xv) the ability of borrowers to develop and manage real properties. If investments do not generate sufficient revenues or proceeds to meet their operating expenses, including debt service and capital expenditures, a Fund’s cash flow and ability to pay distributions to Clients will be adversely affected. Certain significant expenditures associated with each equity

investment (such as mortgage payments, real estate taxes, lease obligations and insurance and maintenance costs) are generally not reduced when circumstances cause a reduction in income from such investment. Real estate historically has experienced significant fluctuations and cycles in value and a real estate Fund may buy and/or sell investments at less than optimal times. There is no assurance that there will be a ready market for resale of such investments because investments in real estate generally are not liquid. Investment in Troubled Assets. A Fund may make investments in non-performing or other troubled assets utilizing leveraged capital structures. Investments of this type may involve substantial financial and business risks that can result in substantial, or at times even total, losses, and there can be no assurance that a Fund’s rate of return objectives will be realized or that there will be any return of capital. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Investments in troubled assets are sometimes subject to certain additional potential liabilities, which may exceed the value of a Fund’s original investment. Such investments also may be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. For example, under certain circumstances, lenders that have inappropriately exercised control of the management and policies of a debtor may have their claims subordinated or disallowed or may be found liable for damages suffered by parties as a result of such actions. Numerous other risks also arise in workout and bankruptcy contexts, including the possibility that payments to a Fund and distributions by the Fund to investors may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. The Firm may also find it necessary or desirable to foreclose on collateral securing one or more real estate loans purchased by a Fund. The foreclosure process varies by jurisdiction and can be lengthy and expensive. Borrowers often assert claims, counterclaims and defenses to delay or prevent foreclosure actions, which can prolong and complicate an already difficult and timeconsuming process. In some states or other jurisdictions, foreclosure actions can take up to several years or more to conclude. During the foreclosure proceedings, a borrower may have the ability to file for bankruptcy, which would have the effect of staying the foreclosure action and further delaying the process, and materially increasing the expense thereof, which expenses may or may not be recoverable by a Fund. Foreclosure litigation may create a negative public image of the collateral property and may result in disrupting ongoing leasing and management of the property. In addition, anti-deficiency and related laws in certain states limit recourse and remedies available against borrowers in connection with or as a result of foreclosure proceedings or other enforcement actions taken with respect to such borrowers. Such laws can result in the loss of liens on collateral or personal recourse against a borrower altogether. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied), or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Fund of the security in respect to which such distribution was made.

The administrative costs in connection with a bankruptcy proceeding are frequently high and will be paid out of the debtor’s estate prior to any return to creditors (other than out of assets or proceeds thereof, which are subject to valid and enforceable liens and other security interests) and equity holders. In addition, certain claims that have priority by law over the claims of certain creditors (for example, claims for taxes) may be quite high. Investments in Real Estate Developments. A Fund may acquire for development direct or indirect interests in undeveloped real property, which is initially non-income producing property. To the extent that a Fund invests in such assets, it will be subject to the risks normally associated with such assets and development activities. Such risks include those relating to the availability, expense and timely receipt of zoning and other regulatory approvals, the cost and timely completion of construction (including risks beyond the control of the Fund, such as weather conditions, material shortages or labor conditions, including the risk of strikes by unionized laborers) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial, unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the financial condition and results of operations of a Fund and on the amount of funds available for distribution to investors. Properties under development or properties acquired for development may receive little or no cash flow from the date of acquisition through the date of completion of development and may still experience operating deficits well after the date of completion. In addition, market conditions may change during the course of development that make such investments less attractive than at the time they were commenced. Furthermore, properties under development are subject to the risk of building or construction defects, which may result in warranty claims against the builders of such properties, or assignment of liability to the owners of, operators of, or lenders to such properties. Inflation Risks. In response to recent economic events, including the global financial crisis, countries around the world have significantly loosened monetary policy and injected trillions of dollars into the global economy in an effort to prevent more severe economic turbulence. This level of support has given rise to significant increases in government spending globally and in many instances significant increases to the amount of debt issued by governments in the international bond markets. The United States and other countries have experienced, and in the future may experience, disruptions throughout the supply chain. Current and future disruption in supply of goods, combined with loose monetary policy and unprecedented levels of government spending, may materially increase inflation of the U.S. dollar and other currencies in the coming years. Inflation and rapid fluctuations in inflation rates have had in the past, and in the future may have, negative effects on economies and financial markets, which may consequently have a materially adverse impact on a Fund’s investment performance. In particular, increases in the rate of inflation may adversely affect a Fund’s net operating income from leases with stated rent increases or limits on the tenant’s obligation to pay its share of operating expenses, which could be lower than the increase in inflation at any given time. Inflation could also have an adverse effect on consumer spending, which may impact a Fund’s tenants’ sales and, with respect to those leases including percentage rent clauses, the Fund’s average rents. Permits, Approvals, and Licenses. Permits, approvals and licenses may be required to acquire certain investments and their direct or indirect holding companies, or registration may be required before an acquisition can be completed. Examples of permits, approvals and licenses necessary to

make an investment include antitrust approvals, environmental licenses, licenses to operate a particular property type (such as senior housing facilities), foreign investment approvals (including Committee on Foreign Investment in the United States (“CFIUS”) approvals) and registrations, and other similar matters. The Funds may require some or all of these permits, approvals and licenses to acquire and/or operate an asset. Additionally, counterparties may require some of all of these permits, approvals and licenses in order to acquire assets from the Funds. There can be no guarantee of when and if such a permit, approval or license will be obtained or if the registration will be effected, which may adversely affect the Funds’ ability to acquire and sell assets. Real Estate Title. Disputes over ownership of land sometimes occur. In countries such as the U.S., title insurance is readily available to cover this risk, though typical exclusions from policies may render them ineffective in certain cases. In countries where title insurance is not readily available, or where the Funds do not obtain it, the Funds could rely on opinions of title from lawyers or other professionals, which may prove inaccurate. Furthermore, in some jurisdictions, certain Native American tribes or other social groups may have claims against property that otherwise appears to be properly entitled in the real estate registries, which may encumber title of property acquired by the Funds. In other jurisdictions, the real estate registry commonly does not reflect the true holders of the real estate title, which complicates title research and may result in title problems. Finally, in some jurisdictions, a purchase of real property can be attacked as not meeting “true sale” requirements and recharacterized as secured financing in the event the seller becomes insolvent. If any of these events occurs in relation to any of the Funds’ properties, the Funds could lose certain of its rights in relation thereto. Eminent Domain Risks. Municipalities and other government entities (e.g., a Native American tribe) may, in certain circumstances, seek to acquire certain assets of the Funds through eminent domain proceedings. While the Funds may seek to contest these proceedings which may be costly and may divert the attention of management from the operation of the Funds, there can be no assurance that a municipality or other government entities (e.g., a Native American tribe) will not succeed in acquiring assets of the Funds. In such event, there is a risk that the Funds will not receive adequate compensation for the assets acquired, or that the Funds will not be able to recover all charges associated with divesting these assets. Climate Change. The real properties composing the Funds’ assets may be located in areas which are subject to climate change. Any investments related to properties located in coastal regions may be affected by any future increases in sea levels or in the frequency or severity of hurricanes and tropical storms, whether such increases are caused by global climate changes or other factors. There may be significant physical effects of climate change that have the potential to have a material effect on the Funds’ business and operations. Physical impacts of climate change may include: increased storm intensity and severity of weather (e.g., floods or hurricanes); sea level rise; fires; and extreme and changing temperatures. As a result of these impacts from climaterelated events, the Funds may be vulnerable to the following: risks of property damage to the Funds’ investments; indirect financial and operational impacts from disruptions to the operations of the Funds’ investments from severe weather; increased insurance premiums and deductibles or a decrease in the availability of coverage for investments in areas subject to severe weather; decreased net migration to areas in which investments are located, resulting in lower than expected demand for both investments and the products and services of the Funds’ investments; increase in energy costs impacting operational returns; changes in the availability or quality of water, food or

other natural resources on which the Funds’ business depends; decreased consumer demand for consumer products or services resulting from physical changes associated with climate change (e.g., warmer temperature or decreasing shoreline could reduce demand for residential and commercial properties previously viewed as desirable); incorrect long-term valuation of an equity investment due to changing conditions not previously anticipated at the time of the investment; and economic distributions arising from the foregoing. Potential Environmental Liability. The properties that the Firm targets for investment by real estate Funds will be subject to a variety of foreign, U.S. federal, state and local statutes, ordinances, and rules and regulations concerning the protection of health and the environment. The particular environmental laws that apply to any given community vary greatly according to the community site, the site’s environmental conditions and the present and former use of the site. Environmental laws may result in delays, may cause a Fund to incur substantial compliance and other costs, and may prohibit or severely restrict development in certain environmentally sensitive regions or areas. Under various environmental laws, an owner of real property may be liable for the costs of removal or remediation of certain hazardous or toxic substances on or in such property (including, without limitation, asbestos, mold, petroleum products, and other pollutants). Such enactments often impose such liability without regard to whether the owner knew of, or was responsible for, the presence of such hazardous or toxic substances. For example, the current owner of a parcel of land may be liable for environmental problems at, or emanating from, the parcel of land that were caused by a past owner or current operator of the site. The cost of any required remediation and the owner’s liability in respect thereof is generally not limited under such enactments and could exceed the value of the property and/or the aggregate assets of the owner. The presence of such substances, or the failure to properly remediate such substances, may adversely affect the owner’s ability to sell the real estate or to borrow using such property as collateral. In addition, remediated property may attract a limited number of potential purchasers because of the property’s history of contamination, which might also adversely affect the owner’s ability to sell the property. Further, a transfer of property does not relieve from liability a person who owned the property at a time when hazardous or toxic substances were disposed of on, or released from, such property. Also, noncompliance with environmental regulations may allow a governmental authority to order the owner/operator to cease operations at the property or to incur substantial costs and expenses to bring the property into compliance through the implementation of burdensome remediation or prophylactic measures. It is also possible that the owners of properties with significant contamination could be exposed to property damage in personal injury claims by adjoining or nearby landowners or residents. Finally, there can be no assurance that environmental laws relating to real estate transactions will not be amended in the future in ways that could adversely affect the Fund’s investments. Lack of Liquidity of Investments. The investments to be made by a Fund will be illiquid over time. Such illiquidity will limit a Fund’s ability to modify or exit its portfolio of investments in response to changes in economic and other conditions. Illiquidity may result from the absence of an established market for the investments, market disruptions, cash flow disruptions, lack of demand, lack of available capital for potential purchasers or legal, contractual or other restrictions on the resale of investments by a Fund. Exit strategies which appear to be viable when an investment is initially made may be unavailable at the time the investment is ready to be realized due to such factors, as well as economic, legal, political and other factors. In addition, illiquidity may result

from the decline in value of a property comprising one of a Fund’s investments. Dispositions of investments may be subject to contractual and other limitations on transfer or other restrictions that would interfere with subsequent sales of such investments or adversely affect the terms that could be obtained upon any disposition thereof. There can be no assurances that the fair market value of any property held by a Fund will not decrease in the future, leaving such Fund’s investment relatively illiquid. Changes in Laws. The real estate industry is extensively regulated and subject to frequent regulatory change. The adoption of new legislation or changes in existing laws or new interpretations of existing laws can have a significant impact on methods of doing business, costs of doing business, and amounts of reimbursement from governmental and other agencies. The real estate industry is and will continue to be subject to varying degrees of regulation and licensing by federal and state regulatory authorities in various states and localities. In addition, legal, tax and regulatory developments that may adversely affect Clients could occur. The regulatory environment for private funds is evolving, and changes in the regulation of private funds and their investment activities may adversely affect the ability to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments. There has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry in general. Such scrutiny may increase exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight (whether promulgated under securities laws or any applicable law) may also impose additional administrative burdens on the Adviser, including, without limitation, responding to investigations and implementing new policies and procedures. Such burdens may direct the Firm’s time, attention and resources from portfolio management activities. Real property is also subject to governmental authorities at the federal, state and local levels who are actively involved in the promulgation and enforcement of regulations relating to land use and zoning restrictions. Regulations may be promulgated that could have the effect of restricting or curtailing certain uses of existing structures or requiring that such structures be renovated or altered in some fashion. The establishment of such regulations could have the impact of increasing the expenses and lowering the profitability of any of the properties affected thereby. Increased costs resulting from increases in real estate, income or transfer taxes or other governmental requirements generally may not be passed through directly to residents, tenants or lessees, inhibiting the ability to recover such costs. Leverage. In employing its real estate investment strategies, the Firm may cause a Fund to leverage its investments, including through a financing subsidiary, with non-recourse debt financing, in which case a third-party lender would be entitled to the cash flow generated by such investment prior to the Fund receiving a return of, or on, its investment. A Fund may also obtain recourse debt financing to allow the Fund to close transactions quickly and/or obtain more favorable terms. Although the use of leverage may enhance returns and increase the number of investments that can be made, it involves a heightened degree of risk, is inherently more sensitive to adverse economic factors (such as a significant rise in interest rates, a downturn in the economy, deterioration in the condition of such investments, declines in revenues, and increases in expenses) and can exaggerate the financial effect of any increase or decrease in the value of such investments. Borrowings under a proposed credit facility may be secured, among other things, by the Clients’ obligations to make capital contributions or a Fund’s investments. Any inability of a Fund to repay such borrowings

could enable a lender to cause certain Clients to make capital contributions for the repayment of such borrowings. No assurance can be given that financing for the Fund’s investments will be obtained by the Fund, or obtained on favorable or acceptable terms, and the inability of the Fund to obtain financing could adversely affect the Fund’s ability to achieve its target returns. Clients may also provide credit support to its investments, including in connection with a foreclosure on a loan or security and ownership of the underlying property of an issuer. Such credit support may take the form of a guarantee, a letter of credit or other forms of promise to provide funding. Such credit support may result in fees, expenses, liabilities and interest costs to a Fund, which could adversely impact the results of such Fund. Additionally, certain Clients have the ability to borrow from another Client’s line of credit. This could occur in a variety of situations, including where one Client warehouses an investment for another Client or another Client participates in an investment at a later date than the original investing Client or for administrative convenience. In these situations, the borrowing Client could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Client making its credit line available could incur higher costs or risks by sharing its credit capacity. Also, the borrowing Client could impair the liquidity of the Client making its credit line available or ability to meet its own obligations or redemption requests by delaying or defaulting on the repayment of the borrowed funds, or by using the borrowed funds as collateral for other transactions. Additionally, the Client using the line of credit from another Client may not bear interest, which increases the costs borne by the Client utilizing its line of credit. Leverage Below a Client. Although it presents many of the same risks as Client-level borrowing, indebtedness of entities other than a Client is typically not treated as Client-level borrowing for purposes of the Clients’ organizational documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of a Client’s value are at risk. As a result, these borrowings are not typically subject to the same limitations on Clientlevel borrowing as are set forth in the relevant Client's organizational documents. Since the Adviser has more flexibility to engage in these structures, and such borrowings are not subject to similar limitations, the Adviser has an incentive to incur significant leverage at the level of special purpose vehicles or other entities beneath a Client. The negative performance of one asset may materially and adversely affect the performance of other investments or a Client as a whole. Furthermore, depending on the terms of the cross-collateralization and the performance of the underlying assets, it is possible that a Client may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a cross-collateralized or joint basis with other Clients, special purpose vehicles or other entities, but a Client will not receive compensation for bearing such risks for other such Clients or special purpose vehicles or other entities. For example, certain Clients are authorized to incur indebtedness that is secured by any assets of such Client (e.g., asset-based borrowing, as well as “back leverage” and net asset value (NAV) facilities), and is permitted directly or indirectly through one or more intermediate entities (e.g., special purpose vehicles) to incur indebtedness, including to borrow money from any person, to make guarantees or provide other credit support to any person or to incur any other obligation

(including other extensions of credit). In these situations, indebtedness is permitted to be incurred for any purpose relating to the activities of a Client, including without limitation to: finance any investment-related activities of such Client; increase the buying power of such Client; provide interim financing to the extent necessary to consummate the purchase of investments prior to the receipt of permanent financing or capital contributions or distributions (as applicable); pay for Client expenses or fund the payment of management fees; make, hold or dispose of investments; provide financing or refinancing; fund the payment of amounts to withdrawing limited partners; fund distributions to the partners; and provide collateral to secure outstanding letters of credit or to create reserves, in each case in accordance with the organizational documents. Additionally, a Client is expected to enter into letters of credit in support of one or more of its investments, including for the purpose of such Client agreeing to fund additional equity financing or capital expenditures into a portfolio investment at a certain time or upon the occurrence of a certain event. Although in many cases the organizational documents impose limits on borrowings at the Client level, portfolio investments, special purpose vehicles and intermediate entities generally do not have such limits on their ability to engage in borrowings or incur leverage with respect to all or a portion of the relevant investments. For example, any indebtedness obtained by any special purpose vehicle established by a Client to hold a single, multiple or all investments (such as a lending facility collateralized or secured by a Client’s holdings in some or all of its investments) generally would not be subject to the limits on borrowing or guarantees by such Client in the organizational documents. Additionally, letters of credit and/or other guarantees or forms of credit support are not subject to any limitation on indebtedness or any other limitation in the organizational documents. Risks Associated with Investments in Gaming. The gaming industry is highly regulated as well as uncertain, dynamic and subject to rapid change. In some instances, existing casinos or gaming operators propose and support legislation and/or litigation designed to make it difficult or impossible for competition to enter a market. This political and regulatory environment makes it impossible to predict the effects that the adoption of and changes in gaming laws, rules and regulations and/or competition will have on the Fund’s investments in or related to gaming enterprises. Moreover, state, tribal and federal legislatures often consider wide-ranging legislation and regulations which could adversely affect operations and expected revenues of Fund investments. State and tribal regulatory authorities have broad powers with respect to the licensing of casino or gaming operations and may revoke, suspend, condition or limit an operator’s gaming license, impose substantial fines and take other actions, any one of which could have a significant adverse effect on the operations and financial condition of a gaming operation in which the Fund is invested. Furthermore, investments in gaming operations could be affected by unionization of casino laborers, including the possibility of strikes, which may adversely affect operations. Risks Associated with Leisure Investments. The Funds may invest in leisure investments such as ski resorts and marinas. The profitability on leisure investments may be affected by, and can change based on, any of the following items: (i) changes in the national, regional and local economic climate; (ii) reduced demand and increased operating costs and other conditions resulting from terrorist attacks; (iii) changes in business and pleasure travel patterns; (iv) the attractiveness of such resorts or areas to consumers and competition from comparable resorts and areas; and (v) unionization.

Certain expenses associated with owning and operating leisure investments are fixed and do not necessarily decrease when circumstances such as marketing factors and competition cause a reduction in income from the properties. Cost reductions may be difficult to achieve if operating levels continue to decline. Regardless of these efforts to reduce costs, the expenses of leisure investments may be affected by inflationary increases, and in the case of certain costs, such wages, benefits and insurance, may exceed the rate of inflation, and such leisure investments may be unable to offset these increased expenses with higher room rates, resort fees or rent rates. Operating expenses may also be increased by, among other factors, new or amended collective bargaining agreements. Any efforts to reduce operating costs or failure to make scheduled capital expenditures could adversely affect the growth of the leisure investments’ businesses and the value of their properties. Mezzanine and Junior Investments. The Funds intend to make junior loans and mezzanine investments, including preferred equity and subordinated debt investments, which involve a high degree of risk with no certainty of any return of capital. Although junior loans and mezzanine investments are senior to common stock and other equity securities in the capital structure, they may be subordinated to large amounts of senior debt and may be unsecured. The ability of the holders of junior investments to influence a company’s affairs, especially during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. For example, under the terms of subordination agreements, senior creditors are typically able to block the acceleration of the junior investments or other exercises by the subordinated creditors of their rights. Accordingly, the Funds may not be able to take the steps necessary to protect its investments in a timely manner or at all. Oftentimes, a junior lender may be obligated to, or may find it advisable to, repay or take on the obligations of senior debt in order to cure the defaults of senior credit positions while preserving the junior loan and avoiding foreclosure. Similarly, a senior lender may require that insurance be used to pay down a senior loan rather than to restore a property, which may result in insufficient proceeds to pay off the junior loan or restore the property. Adverse changes in the financial condition of an issuer or in general economic conditions (or both) may impair the ability of such issuer to make payments on its junior investments and result in defaults on, and declines in, the value of its junior investments more quickly than in the case of the senior debt obligations of such issuer. The Funds may incur expenses if it is required to seek recovery upon default or to negotiate new terms with a defaulting issuer. The ability of the Funds to influence such negotiations may be limited. If the Funds do not provide a majority (or, in certain cases, a greater proportion) of such financing, it may not be able to control the restructuring of such loans or securities or direct the exercise of remedies upon the occurrence of an event of default under such loans or securities. Dependence on Property Managers. Although the Funds will monitor the performance of their investments, certain investments may be partially the responsibility of affiliated or unaffiliated property managers to manage the investments on a day-to-day basis. The Funds’ results of operations, including their ability to make payments on any indebtedness, will depend to some degree on the ability of the property managers to operate investments on economically favorable terms. There can be no assurance that the management teams of property management firms employed by the Funds will be able to operate each of the Funds’ investments successfully.

Moreover, the risks of dependence on property management firms are different by property type and by investment stage. The property managers retained by the Funds or its subsidiaries may provide management services to properties owned by others that compete with one or more of the investments of the Funds. As a result, such property manager may at times face conflicts of interest in the management of investments and non-Fund properties managed by such property managers. The property managers retained by the Funds or their subsidiaries receive a base property management fee based upon gross revenues. Such fee arrangements may create an incentive for the investments to be managed in a manner that is not consistent with the Funds’ objectives.

Methods of Analysis Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. In evaluating potential investments, the Firm conducts due diligence based on the facts and circumstances applicable to each investment, including the time frame in which a particular investment needs to be made and the information available to the Firm (both of which, at times, may be limited). When conducting due diligence and making an assessment regarding an investment, the Firm will rely on the resources reasonably available to it. The Firm may retain outside consultants, legal advisors, accountants and other parties as part of the due diligence process in varying degrees depending on the type of investment and the facts and circumstances related thereto, and the Firm may rely on the advice of such parties. The Firm relies on the resources available, including information provided by the target of the investment and, in some circumstances, third-party research and consultants. The due diligence that the Firm carries out with respect to any investment opportunity may not reveal or highlight all relevant facts necessary or helpful in evaluating such investment opportunity, and the evaluation will not necessarily result in the investment being successful. Moreover, the level of due diligence conducted with respect to each investment will vary and the Firm may not assess properly the appropriate amount of diligence for each investment, which can result in losses to Clients. For example, there can be no assurance that the Firm will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, the investment opportunities pursued by the Clients require rapid execution, and investment analyses and due diligence, negotiations and decisions by the Firm may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to the Firm at the time of an investment decision may be limited, and, in such cases, the Firm may not have access to detailed information regarding the investment opportunity or an opportunity to diligence or confirm information regarding the opportunity. Therefore, no assurance can be given that the Firm will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer, and the Firm may rely upon the accuracy and completeness of representations and disclosures made by issuers or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process when it makes an investment or otherwise in the public filings of such issuer. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which

the Clients invest will achieve their desired effect, and in certain cases, depending on the type of security or type of issuer, an opportunity may only be available on the basis of limited disclosures, representations, warranties or covenants (e.g., "covenant lite" instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if financial statements had been prepared in accordance with GAAP. Accordingly, information available to the Firm, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company's balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Risk management is central to the operation of our business. The Firm emphasizes portfolio diversification by asset class, industry sector, and geography. Further, the Firm uses both quantitative and qualitative analyses to monitor financial and event risk and manage volatility. The Firm may seek to hedge credit, interest rate, currency, and market exposures. There can be no assurances, however, that appropriate hedges will be available or in place to successfully limit losses and to the extent correlations between positions a Client’s portfolio do not behave as we expect, certain hedges may exacerbate rather than mitigate losses. The Firm’s Risk Committee oversees the Firm’s risk management processes and meets regularly to review, among other information, internal risk analysis, including the results of stress testing the Firm’s portfolios under numerous scenarios. The Risk Committee also discusses other general risks, including, but not limited to, global economic, geopolitical, counterparty, and operational risks. Additionally, investment professionals meet regularly with analysts to review inherent risks associated with the positions in each fund. The Risk Committee generally reviews Client portfolios as a whole and will not review the risks associated with each investment contained in a portfolio. Accordingly, the risks associated with each investment may not be specifically reviewed by the Risk Committee. Notwithstanding the diligence that is conducted in connection with any investment, there can be no assurance that the Firm will identify or review all risks or that the Firm will be able to prevent investment losses. Furthermore, it may not be possible to uncover fraud and other misconduct by issuers of securities, borrowers, or private companies in which the Firm and its affiliates invest. In addition to longer term investment strategies, the Firm also seeks to capitalize on short-term trading opportunities in certain circumstances, which do not involve the extensive risk analysis described above.

Generally, the investment programs Sculptor employs for Clients give the Firm discretion to allocate capital to a wide variety of investment/asset types. Accordingly, the composition of Client portfolios will evolve over time and exposures to specific sectors, geographies, strategies and instruments will fluctuate. The Firm makes a reasonable effort to keep Clients (including Fund investors) informed of any investment strategies that constitute a material portion of their portfolio as soon as reasonably practicable.

Master Funds Use of Master-Feeder Structure. The use of a master-feeder structure can create a conflict of interest among different feeders in that different tax and other structuring considerations may cause certain structures and/or the disposition of investments to be more advantageous to one feeder fund than another. To the extent that the Adviser or any of its partners, principals, employees or other affiliates have an investment in a feeder fund that is advantaged by such a structure or disposition, there is a conflict of interest among their interests and those of the investors in the other feeder funds. An example of a conflict of interest among different feeders includes a situation where a smaller feeder fund investing in an intermediate fund or a master fund is materially affected by the actions of a larger feeder fund investing in an intermediate fund or a master fund, as applicable. If a larger feeder fund redeems or withdraws from an intermediate fund or a master fund, as applicable, the remaining feeder fund may experience higher pro rata operating expenses, thereby producing lower returns. An intermediate fund or a master fund may become less diverse due to a redemption by a larger feeder fund, resulting in increased portfolio risk. In addition, tax and other structuring considerations, regulatory considerations and other factors may require that investments be made in certain feeder funds and not others. This will have the consequence of causing excluded feeder funds to not participate in certain opportunities, while participating feeder funds experience higher portfolio concentration in certain sectors or strategies. In addition, these considerations from time to time lead to transactions by an intermediate fund or a master fund which benefit one or more, but not all, feeder funds (including feeder funds in which the Firm or its partners, principals, employees or other affiliates may have an investment), and where the cost of such transactions is borne by all feeder funds, not only those that benefit.

Frequent Trading Some of the investment strategies the Firm employs for Clients involve frequent trading of securities, loans and derivatives. When the Firm employs these strategies for Clients, their portfolio turnover will be substantially greater than the turnover rates of other types of investment strategies that do not involve trading to such an extent. Consequently, certain expenses (e.g., brokerage commissions) may be greater than for other types of strategies and there may also be additional tax considerations for certain types of Clients and Fund investors.

Sub-Advisers The Firm allocates a portion of Client assets to affiliated sub-advisers and may also allocate to unaffiliated investment professionals for management through managed accounts, investment funds or other structures (“Sub-Advisers”). Sub-Advisers are generally retained for the purpose of allowing Clients to participate in investments that are of strategic value. Such allocations may take

the form of investments in public or private real estate investment trusts (“REITs”). For additional information regarding the fee arrangements related to sub-advisory relationships, please see Item 5 above.

Other Related Procedures and Conflicts Valuation of Portfolio Holdings. Sculptor’s Compliance Manual includes a valuation policy and procedure (the “Valuation Policy”) that was established to help ensure that all of the assets held by Clients reflect fair values. The Valuation Policy describes the Firm’s valuation and pricing guidelines and addresses specific pricing methodologies and hierarchies across a broad range of investment types. Various conflicts of interest arise in connection with the valuation of Client assets. Specifically, higher valuations of Client assets sometimes result in increased incentive and management fees and, in some cases, increased compensation for personnel. Investment advisers also have an incentive to inflate valuations to report better performance, which may preserve or enhance the investment adviser’s reputation and allow it to secure more investments in its funds. Conflicts of interest are heightened in the case of assets that do not have readily ascertainable market values. The Firm seeks to mitigate conflicts of interest through, among other things, controls set forth in the Valuation Policy. The Valuation Policy generally provides that investments are valued as follows. Securities that are traded on an exchange will generally be priced at the closing price on the principal exchange. Investments that are not traded on an exchange will generally be priced using third-party prices such as independent pricing services and broker quotes. Certain investments, such as Special Investments (as defined in Item 8 herein), other investments held in side pockets, and certain other private investments are valued monthly and/or quarterly and sent to an independent third party for verification from time to time as needed. Such independent third parties provide positive assurance of the value or point estimates ascribed to each such investment. Sculptor has engaged HedgeServ (Cayman) Ltd. (“HedgeServ”) to perform certain trade support, accounting and/or other services to certain Funds, including, without limitation: (i) fund and investor level NAV calculation based upon third-party pricing sources; (ii) cash and position reconciliations; (iii) independent management fee and incentive allocation or incentive compensation calculation; and (iv) financial reporting services. Internal valuation policies and procedures are also subject to review by Sculptor’s external independent auditor, Ernst & Young LLP. Sculptor uses price verification services, including IDC, LPC, JPM PricingDirect®, Chatham Financial, BAML PriceServe, Kroll, S&P Global Inc., Bloomberg, and Digital Asset Research.

Management Europe Limited serves as the investment manager (the “Europe Funds”), violated EU short selling regulations in connection with one transaction in 2014. The HCMC subsequently imposed financial penalties of €324,000 in the aggregate. The Firm notified the HCMC of its decision on behalf of the Europe Funds not to appeal the fine and in return expects to pay a total fine of €260,000 due to a 20% settlement discount. The Firm’s Clients will not bear any cost associated with the fine levied by the HCMC in connection with this matter. The Firm has been subject to disciplinary events that occurred ten or more years prior to the date of the Brochure. Additional information regarding such matters will be provided to investors or prospective investors upon request.

Sculptor Loan Management LP, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs and an Affiliated CBO.

Sculptor Loan Advisors LLC, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs.

Sculptor CLO Advisors LLC, a Relying Adviser and a wholly owned subsidiary of the Adviser, generally serves as investment manager to certain Affiliated CLOs.

Sculptor Capital Management Europe Limited, an entity regulated by the FCA, is a Relying Adviser and a wholly owned subsidiary of the Adviser.

Sculptor Capital Management Hong Kong Limited an entity regulated by the SFC, is a Relying Adviser and a wholly owned subsidiary of the Adviser.

Sculptor Europe Loan Management Limited, an entity regulated by the FCA, is a Relying Adviser and a wholly owned subsidiary of the Adviser, which generally serves as investment manager to certain Affiliated CLOs.

Sculptor Capital Advisors LP, an affiliate of the Adviser, generally serves as the direct or indirect general partner of the Funds organized in the United States.

Sculptor Capital Advisors II LP, an affiliate of the Adviser, generally serves as the direct or indirect general partner of the Funds organized outside of the United States.

Sculptor Aviation 2018, LLC, an affiliate of the Adviser, serves as the asset manager to STARR 2018-1, an aircraft securitization.

Sculptor Aviation 2019-1, LLC, an affiliate of the Adviser, serves as the asset manager to STARR 2019-1, an aircraft securitization.

Sculptor Lunar Aviation 2020-1, LLC, an affiliate of the Adviser, serves as the asset manager to LUNAR Aircraft 2020-1, an aircraft securitization.

Sculptor Solrr Aviation 2021-1, LLC, an affiliate of the Adviser, serves as the asset manager to SOLRR Aircraft 2021-1, an aircraft securitization.

Sculptor Advisors LLC, an affiliate of the Adviser, serves as the investment manager to a privately offered real estate investment trust.

Additionally, Sculptor Capital Management Hong Kong Limited has established a branch office in the Abu Dhabi Global Market (“ADGM”), UAE, referred to as the Sculptor Capital Management Hong Kong Limited (ADGM Branch), or “SCHK ADGM Branch”, whereby the activities of the SCHK ADGM Branch are limited to certain marketing and arranging activities. The SCHK ADGM Branch is regulated by the ADGM's Financial Services Regulatory Authority.

Related Conflicts Fees Payable to Service Providers Which Are Our Affiliates. Clients’ portfolio investments may pay fees to our affiliates in connection with the operation of a business related to a portfolio investment (e.g., fees to operate or develop a business which are distinct from fees paid in connection with investment advisory services provided by us to the Client). These fees can include, for example, fees paid to consulting companies, real estate development companies, or other operating businesses in which Sculptor has an interest. These fees will not be incurred for investment management services, but rather they relate to the day-to-day operations of portfolio investments. Such services may also supplement or be performed alongside services performed by the Firm. Sculptor seeks to ensure that the economic terms of any arrangement with affiliates will be consistent with the terms that can be obtained in arm’s-length, commercial negotiations with third parties for similar services, as determined in its sole discretion. Fees paid to affiliates that relate to the day-to-day operation of portfolio investments will not reduce or offset any fees Sculptor

receives. Sculptor has a conflict of interest in selecting (or influencing a portfolio investment to select) affiliates to provide these types of services and there can be no assurance that a third-party would not provide similar services for a lesser-cost. In order to address this conflict, whenever a situation arises where Sculptor (or a portfolio investment) seeks to hire an affiliate to provide these types of services, Sculptor generally brings the matter before the Firm’s internal Conflicts Committee (discussed in greater detail in Item 11 below) to review and approve the hiring. Publicly Held Company. As noted above, RITM, the Firm’s ultimate parent company, is a publicly traded company listed on the NYSE. RITM has significant economic and business interests, including ownership in other asset management businesses, and objectives that may be different than or may conflict with those of Clients. Accordingly, the interests of shareholders of RITM are sometimes not aligned with the interests of Fund investors or other Clients. In situations where these interests are not aligned, the Firm faces a conflict of interest when it acts or fails to act. RITM may have direct relationships with counterparties that have relationships with the Firm’s Clients— certain of these counterparties may provide underwriting, consulting, administration and financing services to RITM and to the Firm. Certain Client counterparties have in the past, and may in the future, underwrite and analyze RITM’s shares. In addition, it is possible that the Clients, the portfolio investments or other entities in which they invest may own properties or businesses in the same market as properties or businesses owned by entities in which RITM or accounts advised by other RITM Affiliates invest and may compete with such parties for tenants and customers. Furthermore, there is overlap in strategy between RITM, RITM clients and Sculptor Clients and it is possible that the Clients will compete with RITM or its clients for investments, interests in the same investments (in the same, overlapping or different layers of the capital structure) or hold investments that are competitors. Clients from time to time invest in conjunction with an investment being made by other Clients, RITM, or clients of RITM or in a transaction where another Client or client of RITM has already made an investment, including investments serviced by RITM. Conflicts may arise in connection with such investments. Conflicts of interest also arise in connection with the activities and investments of RITM and its clients and RITM is not required to consider the interests of the Sculptor Clients when making an investment decision or decision with respect to a currently-held investment. In addition, third party service providers and counterparties that provide services to, or engage in transactions with, RITM or its subsidiaries also provide services to, or engage in transactions with, Clients. These service providers and counterparties also provide services to, or engage in transactions with, the Firm’s partners and principals. The Firm has a conflict of interest in selecting these service providers and counterparties on behalf of Clients because the Firm may favor service providers and counterparties that provide service to RITM or its principals or subsidiaries for attractive fees or other terms of service. To address these conflicts, in certain situations, Sculptor would bring such matters before its internal Conflicts Committee for review and approval. Refer to “Other Related Conflicts and Practices” of Item 11 below for more detailed information on the Conflicts Committee. Certain personnel of RITM or RITM Affiliates may provide services to Sculptor or its Clients or have involvement in the business of Sculptor and/or its Clients. In such instances, Sculptor will

monitor for any conflicts that arise and from time to time. Sculptor may determine that such personnel be subject to all, or certain portions of Sculptor’s compliance policies and procedures. Parent Company Control and Decision Making. RITM, as the Firm’s ultimate parent company, retains the ability to exercise control over the Firm which it may exercise from time to time. In doing so, RITM may consider certain considerations and other factors that could differ from, and that could conflict with, the interest of Clients due to RITM’s status as a public company. As an investment adviser registered with the Securities and Exchange Commission, the Firm will continue to meet its obligations under the Advisers Act. Directors and Employees of Portfolio Companies and SPACs. Employees of Sculptor and one or more of its affiliates may serve as directors of portfolio companies and/or other vehicles such as SPACs in which Clients have made (or may make) an investment. Accordingly, such employees may have a conflict if their fiduciary duty to the portfolio company and/or SPAC conflicts with their fiduciary duty to the Firm’s Funds and other Clients. In such circumstances, any such employee will act in accordance with their fiduciary duty to the portfolio company rather than any fiduciary duty such person may have to the Fund. To the extent conflicts of interest are posed between such employees in the context of their obligations to a SPAC, such employees will resolve conflicts of interest in favor of the Firm’s Funds and other advisory Clients. In addition, certain directors or employees of portfolio companies and/or SPACs can: (i) be co-investors with Clients, (ii) have affiliations with third parties who provide professional or other services to Clients or Fund portfolio companies, or (iii) have other business relationships or affiliations with Sculptor and its affiliates.

The Code specifies that certain types of personal securities transactions are prohibited for all covered persons and that employees must comply with applicable federal securities laws and not take inappropriate advantage of their positions. All personal securities transactions that are permitted must be conducted in a manner consistent with the Code, with a view toward avoiding actual or potential conflicts of interest or abuse of an employee’s position of trust and responsibility. Indeed, employees must determine whether any conduct creates a conflict of interest or the appearance of a conflict of interest and report this conduct to the Firm. Clients, prospective Clients, Fund investors, and prospective Fund investors may obtain access to the Code for review purposes by contacting the Firm. Personal Trading. The Code places restrictions on trades in an employee’s personal accounts. Pursuant to the Code, the term “personal account” means any securities account in which an

employee has any direct or indirect “beneficial ownership,” and includes any personal account of an employee’s immediate family member either living in the employee’s household or financially dependent on the employee (immediate family member is defined as any child, stepchild, grandchild, spouse, sibling, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, person in an adoptive relationship, or spousal equivalent/domestic partner). With limited exceptions, employees are prohibited from entering into new or augmenting existing positions in certain securities, including common stocks; bonds or debt instruments of public companies (including options, futures and derivatives thereon); interests in third party hedge funds; and publicly traded REITs. Employees are required to disclose their personal securities holdings and transactions to the Firm on a periodic basis. The Compliance Department monitors employees’ personal securities holdings and transaction activity. Employees are also required to seek pre-approval for personal securities transactions in certain security types that are not otherwise prohibited. Subject to the Code, the Firm and its partners, principals, employees, and other affiliates may engage in limited investment activities for personal accounts, which may involve the sale or purchase of securities that are similar to or the same as, but in different concentrations or effected at different times and prices than those purchased or sold for Clients. However, since entering into new or augmented positions of most publicly traded equity and debt securities (and options, futures and derivatives thereon) is generally prohibited under the Code, the aforementioned activities would generally only occur when there is a sale of a security that was either entered into prior to an employee’s start date or previously pre-approved by the Compliance Department before the date when the policy that effected the prohibition was implemented. In addition, they may also involve the purchase and sale of securities that are different from those purchased or sold for Clients. The Firm’s partners, principals, employees, and other affiliates may engage in limited investment activities, which may from time to time involve passive investments in companies or funds that have dealings with the Firm. Accordingly, the Firm’s personal investment and reporting policies, which require pre-approval from the Firm’s Compliance Department on any personal private investments, seek to address any potential or actual conflicts of interest relating to personal private investments. Service on Boards of Directors and Other Outside Activities. An employee’s service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for conflicts of interest, and may otherwise interfere with an employee’s duties to the Firm and its Clients. Accordingly, employees are generally prohibited from serving on the boards of directors of any public or private outside company, unless the service: (1) would be in the best interests of the Firm and its Clients; and (2) relates to an outside company that is a portfolio holding and the employee is the senior investment professional (or such other person as is approved by the Chief Compliance Officer or their designee) responsible for the investment. In addition, employees are prohibited from serving on the boards of directors of any non-profit organization, unless the service has been approved by the Chief Compliance Officer or their designee. Any employee serving on the board of an outside company or non-profit organization may be required to resign at any time if the Firm determines that the employee’s continued service on the board may no longer be in the best interests of the Firm or its Clients. In the rare circumstance where an Employee or an agent of the Firm is permitted to serve either as a member of or an observer to the board of an issuer of publicly traded securities or publicly traded bank debt (or a portfolio company that is directly controlled and/or affiliated with an issuer of publicly traded securities or bank debt)

the Firm has adopted policies and procedures reasonably designed to prevent the misuse of any potential material non-public information and to ensure sufficient oversight. Gifts and Entertainment; Political Contributions; Charitable Giving. Brokers, counterparties, service providers and other third parties with whom the Firm does (or seeks to do) business occasionally provide gifts and entertainment to Firm partners, principals, and employees. The Firm sometimes provides gifts and entertainment to such third parties where doing so is consistent with applicable policies and procedures. The Firm and its affiliates also sometimes enter into business transactions and relationships on behalf of a Client with these third parties. Accepting gifts or entertainment from brokers, counterparties, service providers and other third parties and other persons or entities with whom the Firm does business may create actual or perceived conflicts of interest. To address these conflicts, the Firm has adopted policies and procedures to limit the value of gifts and monitor the appropriateness of entertainment provided or received, whereby gifts and entertainment over certain policy thresholds require disclosure to and/or pre-approval from the Compliance Department. The Firm also has policies and procedures in place to help monitor, and in certain cases prohibit, the political contributions that its partners, principals, and employees make to public officials, political parties, political committees and candidates for elected office. The Firm takes pride in giving back to the community and has policies and procedures in place to ensure that charitable donations do not create unmitigated conflicts of interest for the Firm and are made in accordance with applicable laws.

Other Related Conflicts and Practices From time to time, various potential and actual conflicts of interest arise from the overall advisory, investment and other activities of the Adviser, its affiliates and personnel. The following briefly summarizes some of these conflicts but is not intended to be an exhaustive list of all such conflicts. Clients and Fund investors are advised to review the applicable Client offering and/or governing documents for a more extensive description of the potential conflicts of interest applicable to each Client. Conflicts Committee. As noted above, from time to time, issues that raise potential conflicts of interest are brought before an internal Conflicts Committee for consideration. The Conflicts Committee is composed of senior executives of the Firm, including the Chief Compliance Officer, Chief Financial Officer, Chief Legal Officer, as well as the Firm’s President and Chief Operating Officer. The Conflicts Committee is responsible for reviewing conflicts and potential conflicts among the Firm, its Clients, Clients of Firm affiliates, the Firm’s employees and/or the Firm’s ultimate parent company, RITM, and its public shareholders. Conflicts Committee meetings may involve participation by outside parties or employees, including, but not limited to, members of the Firm’s research, portfolio management, accounting, legal or compliance departments. However, only members of the Conflicts Committee are permitted to vote on any actions put before the Conflicts Committee. Affiliated Investors. The Funds typically impose minimum holding periods during which interest holders may not withdraw from the Funds in which they have invested. To the extent that Firm partners, principals, employees and their respective family members (and those of Firm affiliates) also own interests in Funds, they will generally be permitted to withdraw from the Funds at more frequent intervals than other investors. If a Fund is required to liquidate holdings to satisfy these

withdrawal requests, additional costs and expenses will be incurred and will be borne primarily by the remaining investors in the Fund. As noted above, Firm partners, principals, employees and those of Firm affiliates invest in the Funds—in fact, some investors insist upon such personal investments in a Fund before committing their own capital. The amount of proprietary investment by Firm partners, principals, employees and other affiliates differs from Fund to Fund, with the highest percentage of aggregate proprietary versus non-proprietary investments tending to occur in the early, ramp-up phase of a Fund. To the extent that third-party investments in Funds are limited, a substantial level of proprietary ownership may continue for an indefinite period. Because the Firm’s allocation policies are designed to facilitate new Client accounts reaching a fully invested posture quickly, the Firm may make greater allocations of investment opportunities (including limited investment opportunities) to new Funds, even if such Funds are predominantly comprised of affiliated capital. For example, additional conflicts could arise to the extent the Firm and/or its affiliates, or its partners, principals or employees, hold an outsized economic position in any of the participating Clients. In such cases, Sculptor could be incentivized to manage such arrangements in a manner that would enhance the returns of the Clients in which Sculptor and/or its related parties hold a substantial portion of the equity, even to the detriment of other Clients. In making these allocations, the Firm will face a potential conflict of interest with other Clients for whom the same investments would be appropriate, because the over-allocation to the new Fund in a ramp-up phase could be seen as favorably allocating investment opportunities to the proprietary accounts of Firm partners, principals, and employees, or those of Firm affiliates, to the extent they comprise a substantial portion of the investor base of such new Fund. The same conflicts arise in the event that RITM, as a seed investor or otherwise, holds an outsized investment in a particular Client relative to other investors. In addition, certain Funds in which Firm partners, principals and employees invest may focus on a specific investment strategy, sector or geographic region. Under Firm allocation policies, these types of Funds receive increased allocations of opportunities within their specific focus, which generally continues for the life of the Fund. Please also see Item 12 below for additional information regarding the Firm’s allocation policies. Conflicting Interests of Investments. As described in this Brochure, the Firm employs a wide range of investment strategies for Clients. In specific instances, these strategies result in buying and selling different securities and instruments within an issuer’s capital structure (as described in Item 8) for different Clients. In pursuing these investment strategies for Clients, an instrument may be acquired for Clients that is senior on the capital structure of an issuer relative to an instrument acquired for Clients that is more junior on the capital structure, or even common stock (that is junior to a senior or secured creditor). These investment decisions can be made by the same team of investment professionals for the same or different Clients depending upon the investment strategy employed. Under normal circumstances, investments in instruments that have different rankings of seniority in an issuer’s capital structure do not raise conflicts of interest. However, in other circumstances, such as when an issuer defaults on its debt or seeks protection from creditors in bankruptcy or reorganizations, as is often the case with the investments the Firm makes in distressed issuers, a conflict of interest can arise in that the action taken to protect the interest of one set of holders (such as senior bank debt holders or preferred stockholders) may be at the potential detriment of other holders of the same issuer’s securities or instruments (such as unsecured debt holders or common stock holders). When Clients of the Adviser and its affiliated

entities own securities and instruments of the same issuer in different ranks of seniority, action taken for the benefit of one set of Clients may favor that set of Clients at the expense of another. In addition, because different legal rights are associated with debt and equity investments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Client versus an equity-holding Client. As discussed in Item 5 under Strategic Relationships, Joint Ventures and other Affiliated Companies, RITM may seed investments which are from time to time appropriate for more than one Client and/or clients of RITM at the same, different or overlapping levels of an investment’s capital structure. Questions arise as to whether payment obligations, covenants and claims should be enforced, modified or waived, whether payments should be accelerated, or whether debt should be refinanced. Decisions about what action should be taken in a troubled situation, including whether or not to enforce claims, whether or not to advocate or initiate a restructuring or liquidation inside or outside of bankruptcy, the terms of any work-out or restructuring or other concessions that may be given in such a situation raise conflicts of interest, and Sculptor may be incentivized to choose a course of action that benefits RITM or a client of RITM to the detriment of a Client or one Client to the detriment of another Client, in particular where RITM holds the equity of a CLO that is distressed. Additionally, certain investments made by one Client or group of Clients may indirectly benefit positions held by another Client. For example, one Client may hold a position in the public or private equity of an issuer and another Client may participate in a syndicated loan offering, the proceeds of which are applied to finance a third party’s acquisition of all or a portion of the issuer’s outstanding equity (including any portion owned by other Clients). Further, in certain instances, proceeds of an investment in an issuer made by one Client or group of Clients may be applied by the issuer (or an affiliate thereof) to make interest payments or distributions in respect of securities held by another Client. For example, a Client may participate in an offering of securities by a subsidiary or affiliate of an issuer in which another Client holds a position. The proceeds of the offering, or a portion thereof, may be distributed directly or indirectly to the parent company (or other affiliate) in which another Client owns a position and the parent company (or other affiliate) may use these proceeds to make payments or distributions to its debt and/or equity investors, including other Clients. For the avoidance of doubt, any Client referred to herein may include Clients with substantial investments by partners, principals, employees and other affiliates. The Firm seeks to mitigate these risks in a number of ways, including causing a Client to take certain actions that, in the absence of such conflict, it would not take. To the extent that one Client might invest in an instrument at a more senior level in the capital structure than another Client or one Client’s investment indirectly benefits another Client, the investment decisions related to such investments are made on independent grounds based on the economics and investment objectives of each investing Client. In addition, while there may be opportunities for the Firm, a particular affiliate or team to participate in discussions of an issuer’s financial issues (such as participating on a creditors’ committee) with the intention of influencing the outcome, neither Sculptor nor any of its affiliates or teams singularly controls decisions ultimately made by or concerning that issuer. Clients should expect that in employing the various strategies for Clients with differing investment objectives, the Firm will make investment decisions that result in some Clients owning senior positions and other Clients owning junior positions or certain investments of some Clients impacting positions of other Clients indirectly. In the event that an actual conflict arises, the investment professionals involved will bring the matter to the Conflicts Committee to determine

appropriate action to take on behalf of the various Clients involved. Such steps could have the effect of benefiting one Client or the Firm at the expense of another Client. Side Letters. The Firm and its affiliates enter into agreements with prospective investors that allow for different terms of investment in a Fund than the terms applicable to other Fund investors (“Side Letters”). As a result of Side Letters, certain Fund investors receive additional benefits that other investors in the same Fund will not receive, such as economic arrangements, co-investment opportunities, and opting out of particular investments or capital calls, among others. In general, the Firm will not notify Fund investors when it enters into these agreements. For certain Funds in accordance with each applicable Fund's governing documents, investors may review versions of any Side Letter agreements the Firm (with personally identifiable information redacted) has entered into with respect to their Fund at the Firm’s offices or through a secure virtual communication platform. Disclosure of Portfolio and Other Information. The Firm sometimes provides portfolio holdings information to entities or third-party service providers that have been retained by Fund investors to evaluate portfolio risk, facilitate the filing of class action claims, or for various other purposes. The Firm provides this information in its sole discretion and reserves the right to cease providing information at any time. The Firm makes reasonable efforts to preserve the confidentiality of the information it provides, such as by entering into non-disclosure agreements, but the Firm cannot ensure that the entities to which it provides information will fulfill their confidentiality obligations. In the course of conducting due diligence, Fund investors periodically request information pertaining to their investments, and pertaining to the Firm and its affiliates. The Firm may respond to these requests and may provide information that is not generally made available to other Fund investors. When the Firm provides this information, it will do so without an obligation to inform other Fund investors or to update any such information provided. Timing and Realization of Investments. In accordance with U.S. tax laws, there could be an incentive for Sculptor to cause certain Clients to hold investments for longer than three years in order for the General Partner to receive “long-term capital gain” tax rates with respect to its Incentive Allocation (please see Item 5 for additional information regarding fees), although other U.S.-taxable investors can achieve long-term capital gain tax rates on investments held for longer than one year, and the holding period does not generally have relevance for the tax treatment of investors who are not subject to U.S. income taxation. This dichotomy creates a potential conflict between the interests of the general partner and the interests of other indirect investors in certain Funds. In addition, the valuation of partially realized or unrealized investments from time to time may be zero or close to zero. Because the management fee, at certain times during the life of the Clients, payable to Sculptor is based on capital invested by the Clients relative to such investments, in such instances the management fee paid with respect to such investment will be higher than if the management fee payable were based on the fair value of such investment. Sculptor has discretion in determining whether and when an investment has been permanently written down (resulting in a realization or a partial realization, versus a markdown, that results in an unrealized loss), which impacts the calculation of management fees. As provided in the Clients’ governing documents, following the investment period of a Client, the management fees with respect to such Fund are typically calculated based on invested capital, which is reduced by any investments that are permanently written down. As a result, a conflict of interests exists because

Sculptor has an incentive to refrain from or delay permanently writing down investments in order to ensure the management fee base does not decrease, which would result in higher management fees ultimately paid to Sculptor. In general, Sculptor evaluates several criteria in determining whether to permanently write down an investment, including, without limitation, how much could ultimately be realized from the eventual sale of the investment, how long the investment has been held, length of time the investment has been marked down, materiality of markdown, anticipated holding period of the investment, volatility in valuation, impact of market conditions on valuation and whether they are temporary or permanent in nature, other valuation methodologies showing increased valuations, and anticipated recovery path for the investment. Sculptor may change these criteria in its sole discretion from time to time and Sculptor has flexibility in determining the applicability and weight of these factors and has ultimate discretion in determining whether an investment should be permanently written down. As a result, Sculptor is permitted to determine that even extremely distressed investments should not be permanently written down. There can be no assurance that an investment, in hindsight, should have been permanently written down or should have been permanently written down at an earlier date. Principal and Cross Transactions. Section 206 of the Advisers Act regulates “principal transactions” among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, a principal transaction involves an investment adviser or an affiliate thereof proposing to purchase a security from, or sell a security to, a client. Whenever an adviser seeks to effect a principal transaction, the adviser must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction pursuant to Section 206(3) of the Advisers Act. From time to time, in connection with Sculptor’s management of the Clients, Sculptor and its affiliates (including, for the avoidance of doubt, RITM) engage in principal transactions. More particularly, Sculptor also executes or recommends transactions in which a Client that is deemed to be a “principal account” for purposes of Section 206(3) of the Advisers Act due to Sculptor’s (or an affiliate’s) direct or indirect ownership or financial interests in the Client buys securities from, or sells securities to, another Client. Such transactions are also subject to the notice and consent requirements discussed above. With respect to principal transactions, certain Clients have appointed, pursuant to the terms of the Client’s governing documents, an unaffiliated third party (the “Independent Review Party”) to act on behalf of the Client’s behalf for purposes of receiving the notices and providing the consents required under Section 206(3) of the Advisers Act. The governing documents of such Clients provide that the requirements of Section 206(3) will be satisfied if disclosure is provided to, and consent is obtained from the Independent Review Party prior to the completion of the a proposed principal transaction, which includes principal transactions involving a Client that is deemed to be a “principal account” due to Sculptor’s (or an affiliate’s) direct or indirect ownership or financial interests in the Client. The disclosures that are provided to the Independent Review Party include the pricing for the proposed transaction. In addition to principal transactions, Sculptor also executes or recommends transactions in which one Client sells securities or other instruments to another Client (a “cross transaction”). As noted above, in certain cases, a cross transaction will also be deemed a principal transaction for purposes of Section 206(3). Among other scenarios, the Firm effects cross transactions following a determination that certain holdings in Client portfolios must be rebalanced and reallocated to bring

the asset allocation for the Clients back to target allocations (which involves a “sell” from one account and a “buy” on a different account) or for any other purpose as deemed appropriate, including a Client purchasing the assets of another Client which is in the process of being liquidated or rebalancing transactions between a Fund and its parallel Funds. Cross transactions can be effected via market transactions or pursuant to an assignment and assumption of investments. Sculptor intends to exclude certain Clients from cross-trades to comply with ERISA and related law. Each cross trade between Clients will be executed on a fair and equitable basis. Principal and cross transactions present inherent conflicts of interest. Such conflicts include, but are not limited to, the financial incentives that Sculptor has to arrange a cross transaction between two Clients where a Client that pays comparatively higher management fees and/or incentive income purchases from a lower-fee paying Client securities that Sculptor believes will appreciate over time and Sculptor arranging a principal transaction in which Sculptor causes a principal account to sell poorly performing securities to a Client. To mitigate these and other conflicts of interest, Sculptor (i) only effects cross transactions and principal transactions if the Firm determines that the transactions are in the participating Clients’ best interests and are consistent with the investment objectives, strategies, restrictions and guidelines set forth in the Clients’ governing documents, including, without limitation, the Client’s investment/risk parameters, assets under management, liquidity and portfolio exposure; (ii) only effects principal transactions after providing the participating Client (or Independent Review Party, as applicable) with disclosures concerning the transaction and obtaining consent from the Client (or Independent Review Party), in each case, prior to the completion of the transaction and in a manner consistent with the Firm’s policies and procedures and Section 206(3) of the Advisers Act. In addition, cross transactions and principal transactions may be reviewed by the Conflicts Committee or, in certain circumstances, by the Firm’s Chief Compliance Officer. Please refer to Item 12 – Brokerage for more information about cross transactions.

Provision of financing and similar services

Provision of research or brokerage services

Reputation

Block trading and block positioning capabilities

Willingness and ability to commit capital (i.e., loss ratios)

Ongoing reliability

Nature of the security and available market makers

Desired size of the trade

Market intelligence

Availability of stocks to borrow

Quality and timeliness of market information provided

Ability to provide competitive term financing across a variety of asset classes

Certain affiliated offices are prohibited by an applicable regulatory authority from taking certain of the above-referenced factors into account prior to executing portfolio transactions. Clients should expect that their securities transactions will generate a substantial amount of brokerage commissions and other costs, all of which are borne by the Client, and not the Firm. Unless the Firm receives instructions from an SMA client to use or refrain from using a specific broker-dealer, the Firm generally has complete discretion to decide what broker-dealers or other counterparties to use executing transactions for Clients. The Firm negotiates the rates of compensation that Clients pay. Some broker-dealers and other counterparties the Firm selects have (or are affiliates of entities that have) other material business relationships with the Firm or its affiliates, or with the Firm’s principals. In addition, certain Clients may not have clearing, custodial or financing arrangements (including ISDA agreements, repurchase agreements, securities lending agreements, futures agreements or give up/clearing agreements) with all counterparties that have relationships with other Clients. While the Firm attempts to negotiate similar arrangements on behalf of all Clients, there can be no assurance that these arrangements will be uniform across all Clients, that the Firm will be able to establish uniform arrangements in a timely manner or that

such arrangements will be established at all. Accordingly, certain Clients may be subject to higher clearing, custodial and financing expenses. In addition to using brokers as “agents” and paying resulting commissions, the Firm sometimes causes Client accounts to buy or sell securities directly from or to dealers acting as principals at prices that include mark-ups or mark-downs, and may also cause Client accounts to buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. With respect to transactions in derivatives (i.e., swaps, forwards, options and futures (and options thereon)), the Firm executes such transactions through regulated or exempt swap dealers, nonregistered swap dealers, non-swap dealers or futures commission merchants. From time to time, the Firm also uses the services of introducing brokers. The Firm periodically reviews broker-dealer performance and execution quality to evaluate whether best execution is being achieved.

Research and Other Soft Dollar Benefits General Information. The Firm may use brokerage commissions generated from Client transactions (“Soft Dollars”) to obtain research and other products or services other than execution (“Soft Dollar Benefits”). Soft Dollar Benefits may be proprietary (i.e., created or developed and provided directly by a broker-dealer) or from a third-party (i.e., created or developed by a thirdparty but provided by a broker-dealer). Sculptor intends that all Soft Dollar Benefits will qualify for the safe harbor in Section 28(e) of the Securities Exchange Act of 1934, as amended. To obtain Soft Dollar Benefits, the Firm may cause Clients to pay brokerage commission rates higher than those charged by other broker-dealers. The Firm does not seek to allocate Soft Dollar Benefits to each Client in proportion to the amount of commissions that each Client has paid or credits that each Client has generated. In addition, not every Client will receive Soft Dollar Benefits on every transaction. As a result, Clients that do not receive Soft Dollar Benefits may effectively pay the same or higher commission rates as those that do. Broker-dealers sometimes suggest the level of commissions they would like to receive in return for the various services they provide. The Firm retains full discretion over brokerage allocation decisions, and is not obligated to meet such suggested commission levels. The Firm receives a benefit from the use of any Soft Dollars in that it does not have to pay for such Soft Dollar Benefits itself. The Firm, therefore, has a conflict of interest to select broker-dealers based on this benefit, rather than selecting broker-dealers based on Clients’ interests in receiving the most favorable cost of execution. Soft Dollar Benefits. The Firm may obtain Soft Dollar Benefits, including but not limited to: (1) research reports on companies, industries and securities; (2) economic and financial data; (3) narrowly marketed and specialized financial publications; (4) quantitative analytical software; and (5) market data-related feeds, software and services. The Firm’s Compliance Department reviews

and approves all Soft Dollar arrangements, including Soft Dollar Benefits and providers of Soft Dollar Benefits. Where generated, the Firm may utilize any Soft Dollars to purchase mixed-use products or services (e.g., a product or service of which a portion is both eligible and non-eligible under Section 28(e)). The Compliance Department will make a good faith determination as to the cost of the Soft Dollar eligible portion of the mixed-use product or service and pay only that amount with Soft Dollars. The use of Soft Dollars in non-U.S. jurisdictions may be subject to varying and sometimes more rigorous local regulation, and the Firm has policies and procedures to ensure compliance with these rules. To the extent that certain services, such as research, may not be provided by broker-dealers under Soft Dollar arrangements, such services will be charged as direct expenses to the applicable Client.

Brokerage for Client Referrals Please refer to Item 14 below regarding brokerage practices with respect to capital introduction events sponsored by broker-dealers.

Directed Brokerage The Firm may permit any SMA clients to select their own counterparties and direct executions through a specified broker-dealer or broker-dealers. However, if and when acting pursuant to these instructions, the Firm may be unable to achieve most favorable execution, which can result in additional costs and expenses for the Client. For example, such SMAs may pay higher brokerage commissions and may receive a less favorable price when buying or selling if they cannot participate in an aggregated trade along with other Client orders executed through broker-dealers that the Firm has selected. The Firm does not currently have any directed brokerage arrangements.

Trade Aggregation When buying and selling securities for Clients, the Firm generally aggregates multiple transactions into one order so that as many eligible Clients as possible may participate on a fair and equitable basis over time at the best available terms under the circumstances. The Firm also may aggregate orders for Clients together with orders for other Clients (including Clients with substantial investments by partners, principals, employees and other affiliates) advised by it or its affiliates. The Firm will only aggregate orders if that aggregation is consistent with (i) the Firm’s duty to Clients to seek to obtain best execution and (ii) the investment guidelines and restrictions of each Client for which trades are aggregated. Although certain Clients may be excluded from a given aggregated order, no Client is favored over any other on an overall, long-term basis. Generally, orders are not aggregated across multiple investment strategies; as a result, the price at which an order may be executed for one strategy may be higher or lower than another order in the same security for a different strategy on the same day. Each Client that participates in an aggregated order participates at the average price for all transactions with respect to that aggregated order in that security on a given business day, except as noted below. Typically, transaction costs are shared pro rata based on each Client’s participation in the transaction. In certain transactions, prices may differ as a result of differences

in fees, taxes and transaction charges that are assessed on each participating Client and vary depending upon a number of factors including, but not limited to, the domicile of the Client, the size of participating Client accounts, amounts allocated or whether some or all of the transaction was effected via a derivative instrument. The Firm does not earn any additional compensation as a result of aggregating orders. When the Firm aggregates orders in specific securities (including Limited Opportunities (as defined below) and private investments), the Firm considers the appropriateness of the investment for each Client based on its investment strategies and objectives, as well as other factors (collectively, the “Allocation Factors”) such as:

Whether a Client has a sector or geographic regional focus

Client-specific limitations or requirements

Individual Client relationships and counterparties

Availability of credit facilities (and their terms)

Degree of leverage employed

Tax or regulatory considerations

Timing of capital contributions and withdrawals

Investment capacity

Tolerance for volatility/risk

Liquidity needs of the Client

Domicile of the Client

Desired portfolio and/or strategy diversification

Investment or ramp-up phase of one or more Client(s)

Desired hedge ratio

Other relevant factors

Allocation of Aggregated Orders and Other Investment Opportunities The Firm considers a number of factors when allocating aggregated orders and other investment opportunities to Client accounts, including the Allocation Factors above. The Firm’s Compliance Department and/or Conflicts Committee oversees adherence to the Firm’s allocation policies and reviews exceptions as appropriate. For example, when a Client is in its investment or ramp-up phase (i.e., when it has, relative to its portfolio, a significant amount of capital (whether drawn or undrawn) or available leverage that has not been deployed or if it has a fixed investment period) is seeking to rebalance its portfolio or has received a capital infusion or withdrawal request, preference may be given to that Client (including Clients with substantial investments by partners, principals, employees and other affiliates, which, to the extent such Client does not receive capital from third parties, may persist for an indefinite period of time), so that it reaches its desired position in a timely manner. Clients may also employ different securities or different amounts of the same securities as a hedge depending upon availability of securities, timing of investments, risk tolerances and other factors the Firm considers relevant. The Firm may weight these factors and other factors deemed relevant differently for each Client and, therefore Client portfolios may hold differing proportional amounts of investments. In this regard, Clients may not participate in each aggregated transaction on a pro rata basis if the Firm determines that to do so would not be in the best interests of each participating Client. The Firm strives to provide all Clients with meaningful

investment allocations over time, although each and every Client will not receive an allocation of each and every profitable investment. Investment Strategies. When allocating investment opportunities (including Limited Opportunities, private investments and follow-on investments), the Firm believes that fairness requires consideration of the specific investment programs employed for Clients. Specifically, certain Clients invest on a global, multi-strategy basis while others focus on specific strategies or geographic regions. As discussed below, the Firm seeks to classify investment opportunities based on which combination of investment strategy (or sub-strategy, as applicable) and geographic region in which such strategy (or sub-strategy, as applicable) (each such combination, an “Investment Strategy”) the opportunity falls. The Firm then seeks to allocate such opportunity primarily to the Clients that participate in such Investment Strategy. Client Allocation Ratios. Generally, when determining allocations of aggregated orders and investment opportunities, the Firm establishes for each Investment Strategy a ratio for each participating Client, without reference to any specific investment opportunity, that reflects the portion of a given investment opportunity in such strategy that it will be allocated, subject to further modification in accordance with procedures. Determination of each Client’s ratio is based on the Allocation Factors listed above, as well as any other factors that the investment professionals believe are consistent with the fair and equitable treatment of all Clients over time. In this regard, the Firm may, for example, allocate a greater proportionate allocation (within reasonable risk tolerance levels) of certain types of investments to those Clients with principal investment strategies that focus on specific strategies and/or geographic regions than Clients with more diverse investment programs. As noted in Item 11 above, the Firm’s Allocation Policy sometimes directs greater proportional allocations to certain Client accounts, even if the interests of partners, principals, and employees constitute a majority or substantial portion of such Client’s assets. Allocations to all Clients are generally different than what would be the case if allocations were done on a mechanical, pro rata basis based on net asset value or other parameters. Furthermore, if a Client does not or cannot establish a relationship with a given counterparty, such Client (1) may be excluded from an aggregated order, (2) may be subject to greater costs and expenses (including adverse price movements in the underlying security) in connection with a given transaction or (3) may be excluded from an investment opportunity. The Firm’s investment professionals review all ratios at least on a monthly basis and at times more frequently, taking into account actual and anticipated capital changes and changes in the risk profile within each Client account and relative sizes of Client accounts, recognizing that the appropriate ratio for each Client may change over time. The Firm initially bases the ratio on estimated Client account changes at the beginning of a particular month and then adjusts the ratio as necessary once Client account changes are finalized that month and also as necessary to reflect changes in Client circumstances. Accordingly, the pre-determined ratios may be adjusted one or more times during a given month depending on the circumstances related to a given Client. For investment opportunities that have unlimited availability, a Client’s investment professional may determine to adjust the allocation that such Client would have otherwise received if the investment professional believes based on the Allocation Factors that doing so would be in the individual best interest of such Client.

For investment opportunities that have limited availability (“Limited Opportunities”), i.e., any (1) primary or secondary offering of equity or debt, or (2) other investment opportunity that the Firm believes is too limited for all Clients to participate in to the full extent that would otherwise be in their individual best interest, a Client’s investment professional may determine to reduce the allocation that such Client would have otherwise received based on the Allocation Factors. Special Investments. The Firm, in its sole discretion, may, but is not required to, designate assets or securities acquired through direct investments or private placements which the Firm believes either lack a readily assessable market value, are illiquid, or should be held until the resolution of a special event or circumstance as “Special Investments” for some or all of Clients. In order to ensure all participating Clients receive appropriate exposure to Special Investments, the Firm allocates such Special Investments among participating Clients on a basis other than the ratios in accordance with Firm policies and procedures. Allocations of Special Investments are determined in the Firm’s sole discretion based on a variety of factors, including, among other things, investment capacity for illiquid investments, the liquidity profile of the Clients at the time, the expected timing of realization of the investment or any other held by a Client, the level of risk that Sculptor believes that Clients should absorb, the desired level of hedging, and any other Allocation Factors set forth above as applied to the Special Investment. For example, Special Investments might be deemed to possess inherently more risk than more liquid investments or other non-Special Investments. Risk assessment is an ever-adjusting, subjective determination. Therefore, a Client’s investment professional may want to limit risk by limiting the size of a Special Investment in relation to the net asset value of the Client or other parameters. Managing Client portfolios to account and adjust for risk, requires a non-formulaic approach to allocating exposure to Special Investments to take into account the risks associated with a specific opportunity or strategy. These risk considerations will change over time. “Follow-On” Investments. The allocation of Special Investments to participating Clients may differ depending on whether the Firm designates an additional investment opportunity in or relating to an existing Special Investment as a “Follow-On” investment or as a “new” Special Investment, which designation is made in the sole discretion of Sculptor. In determining whether to designate such additional investment opportunity as a Follow-On investment or as a new Special Investment, the Firm will consider many factors, including, but not limited to, whether such investment is accretive to, or necessary to protect the value of, an existing Special Investment, and whether such investment can be allocated in the same manner as the original Special Investment to which it relates, taking into consideration the Allocation Factors. If such additional investment opportunity is designated as a “new” Special Investment, a new allocation will be determined as described above, including with respect to participation by a Non-Discretionary Client, as applicable. Accordingly, a Client that participates in the original Special Investment may have an increased or decreased allocation to such new Special Investment as compared to the original Special Investment. If such additional investment opportunity is designated as a “Follow-On” Special Investment, then the Firm will seek to allocate the Follow-On investment in the same manner as the original Special Investment. However, if, due to any of the Allocation Factors, or if the Firm otherwise believes that it would not be appropriate for a Client to participate (or fully participate) in a Follow-On investment opportunity, then the Follow-On investment opportunity (or the remaining portion thereof) will be allocated first to other Clients that participated in the original Special Investment, second to other Clients that did not participate in the original Special

Investment for which the investment would be appropriate (and this can include Non-Discretionary Clients), and last to third parties, if any additional allocation remains. Special Purpose Vehicles. In certain limited circumstances, such as where loans or private securities are purchased in an aggregated order, the Firm may not be able to allocate a portion of the order to a particular Client due to considerations including, without limitation, minimum denomination requirements, excessive costs or negative tax or regulatory consequences. For this reason, the Firm may establish one or more special purpose vehicles (each, an “SPV”) to help facilitate these transactions. Eligible Clients will generally participate in the SPV subject to Clientimposed investment guidelines or restrictions and tax and regulatory considerations. In such cases, non-participating Clients may be subject to higher costs with respect to such transactions. The Firm may, in its discretion, also decide not to have certain non-participating Clients invest in such transactions if it is determined that the costs (e.g., assignment fees in the case of bank debt) or tax or regulatory consequences associated with the non-participating Clients’ investment are or could be too high. In addition, the Firm and its affiliates may establish one or more SPVs to help facilitate certain other investments. To the extent that one Client makes an initial investment in or increase its investment in an SPV, such investment can dilute other interests in such SPV (and potentially its exposure to the underlying investments therein) unless the Firm determines to increase that Client’s investment in such SPV and the underlying investments on a proportionate basis. Non-Discretionary Clients. Certain Client accounts can be managed by Sculptor on a nondiscretionary basis (“Non-Discretionary Clients”). The terms of any Non-Discretionary Client’s investment program will govern which investments may be offered to the applicable NonDiscretionary Client (e.g., geography, sector, instrument type, risk tolerance, etc.). Subject to such terms, Non-Discretionary Clients may be included in the allocation for an investment opportunity after taking into account the Allocation Factors, in accordance with Sculptor’s policies and procedures. Regardless of such allocation, Non-Discretionary Clients may elect to take less than all (including none) of their share of any such investment opportunity, including Limited Opportunities, Special Investments and Follow-On investments. Depending on the allocation selected by the NonDiscretionary Client (including if the Non-Discretionary Client chooses not to participate in such investment opportunity), Sculptor may adjust (either up or down) the allocation to all other eligible Clients to ensure all participating Clients (including the Non-Discretionary Client(s)) receive the appropriate exposure to the investment opportunity. Accordingly, the ability of a NonDiscretionary Client to select exposure to any investment to which it has received an initial allocation will impact (either increase or decrease) amounts available to allocate to other participating Clients over which Sculptor has discretion. Individual Investment Advice. Individual investment advice and treatment will be accorded to each Client. In this regard, the Firm may exclude a Client from participating in any investment opportunity or adjust the Client’s relative participation if the Firm believes that the opportunity is not appropriate for the Client or the Client’s exposure to the investment should be limited. Reasons may include the risk of the investment, desired portfolio and/or strategy diversification, the liquidity profile of the Client, the overall volatility of the Client’s portfolio or other factors deemed relevant at such time. In addition, any SMA clients directly, and the investment professionals of

the Funds, may request or establish, respectively, greater or lesser portfolio concentrations which may cause the Firm to allocate investment opportunities on other than a pro rata basis. Real Estate Clients. Pursuant to the Firm’s Allocation Policy, the Firm can initially allocate up to 100% of all private real estate investment opportunities to Clients of Sculptor Real Estate Advisors LP and clients of Sculptor Advisors LLC with a dedicated real estate investment program (“SRE Clients”). Each such opportunity will be allocated among SRE Clients in accordance with the allocation procedures for Special Investments described above. Private real estate investment opportunities will generally first be allocated to SRE Clients prior to other Clients and in accordance with their respective distinct investment programs. Private real estate investment opportunities will generally be preferentially allocated to a specific SRE Client where the investment opportunity fits within such Client’s dedicated investment program as determined by the Firm. In addition, where a private real estate investment opportunity overlaps the primary investment programs of more than one SRE Client, allocation will follow any preferential allocation rights provided in the offering memoranda of SRE Clients. Any portion of a private real estate investment opportunity remaining after all SRE Clients have received their desired allocation will be allocated in the following order of priority: (i) to Clients (including Non-Discretionary Clients) in existence on or prior to the date that any such SRE Client makes its initial investment who, as part of a broader overall investment program, have a dedicated allocation to private real estate investment opportunities (ii) next, as a Co-Investment Transaction (as defined below) among investors in any SRE Client that (a) made its initial investment on or after April 1, 2018 and (b) participates in the applicable private real estate investment opportunity and (iii) next, among the other Clients in accordance with the allocation procedures for Special Investments described above and (iv) thereafter, to other Co-Investors (as defined below). As a result, all Clients may not participate (i) in every private real estate investment opportunity or (ii) pro rata in those private real estate investment opportunities in which they do participate. Private Credit-Specific Clients. Pursuant to the Firm’s Allocation Policy, the Firm can initially allocate up to 100% of all private credit investment opportunities to Clients whose investment program is primarily focused on private credit-related investments (such Clients, “Private CreditSpecific Clients”). Each such opportunity will be allocated among Private Credit-Specific Clients in accordance with the allocation procedures for Special Investments described above. Any remaining portion of such opportunity will be allocated (i) first, among the other Clients in accordance with the allocation procedures for Special Investments and (ii) thereafter, to CoInvestors. As a result, all Clients may not participate (i) in every private credit investment opportunity or (ii) pro rata in those private credit investment opportunities in which they do participate. Risk Assessment. When the Firm makes an investment decision, the Firm assesses the amount of risk that Clients should bear. The Firm’s risk assessment is an inherently subjective determination. The Firm does not follow a pre-established formula to determine or modify Client risk capacity. Furthermore, risk assessments will vary depending on the nature of an investment and the strategy deployed. Because allocation of investment opportunities is based on these risk assessments, a portion of our allocation decision is itself subjective.

Pre-Settlement Order Adjustments. From time to time, circumstances arise before settlement of a transaction that result in the adjustment of the original order to make securities settle into a different account than was called for under the original order. This is generally done to avoid a violation of Client investment restrictions or guidelines, to avoid a negative tax consequence for a Client, or for a variety of other reasons. The effect of this is to allocate more or less to one or more Clients than what would have otherwise been the case in accordance with the original allocation. Over-Allocations to Funds with Substantial Proprietary Investments. As described above, the Firm’s allocation procedures factor in the need to ramp-up new Clients (including new Funds) to a fully invested position in a timely manner. This objective can raise a conflict of interest between the Firm and Clients to the extent that the Firm, its partners, principals, and employees have contributed the majority of a new Fund’s capital. The Firm’s interest in new Funds may remain substantial for an extended period of time, depending on the degree of investments by third party investors. The same issue applies to investments by the Firm’s partners, principals, and employees also in other, more seasoned Funds, which also may be substantially comprised of proprietary investments. Special Considerations for New Clients and Allocations of Public Investments. When making investment decisions for a new Client or a Client making large subscriptions or redemptions (including Limited Opportunities and Special Investments), the Firm may determine not to allocate such orders on a pro rata basis, but instead, may allocate a larger proportion of an order (up to 100% of the order) to such Client to achieve the desired exposure to such issuer (or in the case of a withdrawal, the desired liquidity). As a result of these factors and processes, all Clients will not participate equally in every order placed for the purchase or sale of an investment opportunity, including those that may have very limited availability. Allocations of Primary and Secondary Offerings. With respect to allocations of primary and secondary offerings, the Firm will determine whether and the extent to which a particular offering will be allocated among Clients and the amount of such allocation in accordance with the procedures outlined above for Limited Opportunities and, as applicable, Special Investments (including available capital) and in a manner consistent with applicable regulations (e.g., Financial Industry Regulatory Authority Rules 5130 and 5131, as amended, supplemented and interpreted from time to time, collectively the “FINRA Rules”). The Firm will modify procedures related to the allocation of orders in offerings so as to comply with any rule or interpretation thereof adopted by any applicable regulatory authority or if the Firm otherwise believes that a modification is necessary to ensure that all Clients are treated fairly over time. The Firm will allocate appreciation and depreciation from “new issues,” as defined under the FINRA Rules, and other restricted investments, only to Clients that are eligible to participate and to the extent that those Clients are eligible to participate. Under the FINRA Rules, certain persons (including, without limitation, persons associated with a broker-dealer, certain investment professionals, executive officers, and directors of public companies and certain family members of such persons) are “restricted” with respect to their participation in new issues. As a matter of fairness to Fund investors that do not participate in a Fund’s investments in new issues and other restricted investments, the Firm may debit a use-of-funds charge to the capital accounts of those investors that do participate in new issues and credit that amount to the capital accounts of all other

investors. The decision of whether to debit a use-of-funds charge is made on a case-by-case basis. Historically, the Firm has not exercised our authority to impose such a charge. Dilution of Investment Opportunities. The Firm has entered into, and will enter into, business relationships with entities that provide investment ideas and opportunities that are appropriate for one or more Clients. In addition, Clients sometimes retain the Firm to provide non-discretionary advice, as noted above, and, in some cases, retain consent rights over their investments. To the extent that the Firm’s business expands in these directions, the investment opportunities given to any specific Client will likely be diluted over time as more Clients and joint ventures (including joint ventures from which the Firm derives an economic benefit) will compete for a limited pool of opportunities or as specific groups of Clients receive priority in allocations of investment opportunities related to specific investment strategies (such as described in Item 12 herein in “SRE Clients,” and “Private Credit-Specific Clients”). As a result of this dilution, investment opportunities that are appropriate for a Client may not be allocated (or allocated in lesser amounts) to such Client and may instead be allocated to other Clients and joint ventures (including joint ventures from which the Firm derives an economic benefit). Clients should understand the extent of Sculptor’s business and should only contribute capital to a Fund or establish an SMA with the knowledge that the advisory services the Firm provides are not exclusive. As noted above, RITM may co-invest alongside a Client in an investment. In addition, a future established RITM Affiliate may also manage accounts that may co-invest alongside a Client. Furthermore, the Firm sometimes permits third parties or one or more investors, which may include third parties and/or investors in a Client (each potential co-investing party, a “CoInvestor”), to co-invest in certain investment opportunities (including Limited Opportunities and Special Investments) (each, a “Co-Investment Transaction”). Generally, the Firm will offer investment opportunities to Co-Investors only if the Firm determines that Client accounts have received a full allocation of such investment opportunity in accordance with the Firm’s Allocation Policy; provided, that Co-Investment Transactions that are private real estate, private aviation or private credit investment opportunities will be allocated in accordance with the allocation procedures for SRE Clients and Private Credit-Specific Clients described above. Any such CoInvestment Transaction may be subject to a placement fee, management fee and/or an incentive allocation payable to the Firm or its affiliates. The Firm’s decision to permit Co-Investment Transactions may be based on a business relationship with the Co-Investor (including investment by the Co-Investor in one or more investment vehicles managed by the Firm or its affiliates), or other factors. Sculptor expects that these factors will lead Sculptor to favor some potential CoInvestors over others with respect to the frequency with which Sculptor offers them Co-Investment Transactions. Sculptor also expects to allocate certain Co-Investors (including affiliated CoInvestors) a greater proportion of an investment opportunity than others as a result of these factors. In certain instances, subject to each Client’s governing agreements, a Co-Investment Transaction is typically structured in a manner such that the proposed Co-Investors would not bear any Broken Deal Expenses, with the result being that a Client who would have participated in the CoInvestment Transaction, would bear all such Broken Deal Expenses (including the organizational costs of any co-investment vehicle); provided, if so structured, that such Co-Investors would not be entitled to receive any break-up or similar fee income, if any, earned with respect to such transaction. In many cases, the Firm does not expect that proposed Co-Investors will bear Broken

Deal Expenses. Consequently, SRE Clients, or Private Credit-Specific Clients may bear all such Broken Deal Expenses in connection with private real estate, private aviation, private credit transactions, and/or other transactions involving loans and public securities in which they would have participated, respectively (and in such case would be entitled to any such break-up or similar fee income, but it must be noted that there may be instances in which these Clients bear all Broken Deal expenses without the benefit of any break-up or similar fees). Broken Deal Expenses may include those expenses that may be attributable to Co-Investors, including those Co-Investors sponsored or managed by Sculptor (including the organizational costs of any co-investment vehicle), when such expenses are not reimbursed by such Co-Investors. For example, Sculptor may enter into contracts with non-refundable deposits to acquire certain properties. The amount deposited, if any, may be surrendered if the property is not purchased and may or may not be credited against the purchase price if the property is purchased. Additionally, Clients may incur due diligence and other costs when considering whether to acquire an asset, and such costs will not be reduced if the transaction fails to close. Any unreturned deposits, due diligence costs and other Broken Deal Expenses will reduce the amount of cash available for further investments or distributions. Notwithstanding the foregoing, SRE Clients or Private Credit-Specific Clients will not bear the pro rata portion of Broken Deal Expenses attributable to other Clients (other than any coinvestment vehicle in which Co-Investors do not bear all or a portion of the relevant Broken Deal Expenses) who would have participated in a Co-Investment Transaction had it been consummated, as such portion will be borne by the applicable Clients. Further, from time to time, certain of the Clients will incur certain ongoing expenses that benefit Co-investors (for instance, insurance premiums), including those Co-Investors sponsored or managed by Sculptor. In such instances, these ongoing expenses will be borne solely by the applicable Client or Clients and will not be borne by any benefiting Co-Investors.

Other Brokerage Practices, Issues, and Conflicts Separate Trading Desks and Strategies. The Firm has separate trading desks for different products and strategies that are managed by different traders and investment professionals. The Firm’s investment professionals and traders employ separate strategies pursuant to which they may invest and trade in the same or similar securities. These trading activities may result in our trading desks placing simultaneous competing orders or opposite orders for the same securities, which could cause the price of these securities to increase or decrease. These competing trades may therefore cause a Client to pay a higher purchase price or receive a lower sale price than it otherwise would have paid or received if competing orders had not been placed. Notwithstanding the foregoing, when engaging in a “cross transaction”, the Firm will seek to minimize any costs that are incurred resulting from such trading activity, in accordance with applicable Firm policies. Please refer to the ”Cross Trades” section below for additional details on cross transactions. Step Out Transactions. The Firm sometimes engages in “step-out” brokerage transactions. In a typical step-out trade, the Firm directs the executing broker to allocate all or a certain number of shares of an executed trade to another broker-dealer (the “stepped-out broker”) for clearance and settlement. The executing broker receives a commission on the number of shares of an order that

it executes, clears and settles while the stepped-out broker negotiates and receives the commission for the number of shares it clears and settles. The executing broker may not know what commission is paid to the stepped-out broker or what services (other than clearance and settlement) the steppedout broker provides to us. In a step-out trade, Clients will generally not be paying the lowest commission possible. OTC Transactions. When OTC transactions are placed, Sculptor generally employs primary market-makers, except when it is believed that better executions can be obtained from other market participants. From time to time, OTC trades may be executed on an agency basis rather than on a principal basis. In these situations, the broker the Firm selects may acquire or dispose of a security through a market-maker. The transaction may thus be subject to both a commission (from the agency broker) and a mark-up or mark-down (from the market maker) and, therefore, the net price may be greater than what might otherwise be available. The Firm believes that the use of a broker in such instances is consistent with its duty to seek to obtain best execution for Clients, in light of the factors considered. For example, the use of a broker can provide anonymity in connection with a transaction, and a broker may, in certain cases, have greater expertise or greater capability in connection with both accessing the market and executing a transaction. In certain situations (i.e., where an investment opportunity is extremely limited, or as a result of a directed brokerage arrangement), some Clients may not be able to participate in a transaction, when the Client would have otherwise participated had there been sufficient liquidity, or where there were no directed brokerage constraints. Please also refer to the “Lack of Liquidity of Investments” and “Directed Brokerage” sections above for additional details on directed brokerage. The Firm does not currently have any directed brokerage arrangements. Cross Trades. The Firm sometimes affects “cross” transactions between Clients, in accordance with each applicable Client’s governing documents, or where permitted by applicable law. In a “cross” transaction, one Client will purchase securities held by another Client. The Firm will only affect these transactions: (1)

when the Firm deems the transaction to be in the best interests of both Clients;

(2)

at a price and under circumstances that the Firm has determined by reference to independent market indicators, or other factors, which the Firm believes to constitute best execution for both Clients (which may or may not involve a valuation agent or a third party bid); and

(3)

when approved in advance by the Conflicts Committee or, in limited circumstances, by the Firm’s Chief Compliance Officer.

The Firm does not receive any transaction-based compensation in connection with cross transactions. “Inadvertent” cross transactions may also occur when trades cross in the market. For example, when the Firm rebalances Client accounts, certain Clients may sell securities into the market at the same time that other Clients are purchasing the same securities in the market, resulting in an inadvertent or “deemed” market cross. In these cases, we do not instruct the independent broker-dealer to directly move positions between Clients and the broker-dealer establishes the price for the transaction.

Trade Errors. The Firm has established policies and procedures regarding the handling of trade errors that occur from time to time in the normal course of its business operations. Pursuant to these policies and procedures, a trade error is the execution of a trade of a security or other investment for a Client where such execution did not reflect the intent of the Firm. In the event of a trade error, the Firm attempts to place Clients in the position that was intended at the time a decision to trade was made. The Firm uses a variety of methods to achieve this goal and the goal of treating all Clients fairly and equitably, including without limitation, by canceling orders, entering into offsetting transactions, entering into hedging transactions (including on a temporary basis pending an offsetting transaction) and, where a trade error results from a deviation of the applicable standard of care in the relevant Client documents (as discussed below), reimbursing Client accounts in which transactions have settled for actual losses (not lost opportunity gain or loss of appreciation), including an appropriate rate of interest. More specifically, Sculptor reimburses Clients for trade errors where the Firm: (i) determines a trade error resulted from a breach of the governing standard of care in the applicable Client(s) documents; or (ii) otherwise voluntarily reimburses the Client(s). Generally, the Firm will net all gains and losses resulting from trade errors within a Client account on an annual basis (or such other period as determined by the Firm). In the event of an overall gain for a fiscal year (or other accounting period), the Firm will credit the amount of overage to the Client. The Firm has a conflict of interest in determining whether a trade error has occurred as a result of a breach of the governing standard of care in the applicable Client(s) documents, as well as whether the costs of such trade error should be borne by the Client or the Firm. Sculptor’s Conflicts Committee will review all such determinations as needed and, in all cases, at least annually. The Firm is not responsible to correct the errors of third parties, such as broker-dealers and prime brokers, unless the Firm has otherwise expressly assumed this obligation. The Firm will make reasonable efforts to attempt to have a third party correct any error the third party has caused, and the Firm may in its sole discretion determine to reimburse Clients or otherwise provide assistance in connection with resolving errors committed by third parties. In addition, the Firm is not generally responsible for errors in programs or models, or errors in financial, accounting or other data processing systems, whether internally or externally built or adapted which do not operate in the intended manner (“Programming or System Errors”). The Firm is not, under certain circumstances, obligated to reimburse Clients for any losses arising from orders of securities or other instruments which were placed or executed in connection with or in reliance on one or more Programming or System Errors. Aggregated orders of securities executed as intended but allocated incorrectly among one or more Clients are not trade errors. The Firm, however, will seek to ensure appropriate resolution of allocation errors in a manner consistent with the Firm’s Allocation Policy. For example, the Firm may reallocate a trade to another Client account when that reallocation is consistent with a legitimate investment decision on behalf of each Client account involved. Where reallocation is not permissible or practicable, the Firm will engage in a transaction(s) for the affected Client as may be necessary to correct the error in a fair and equitable manner. The Firm’s Conflicts Committee will approve the resolution of allocation errors.

To the extent that a Client is regulated under a different regulatory regime, the Firm will follow that regime’s different policies and procedures regarding error correction. Transactions with Fund Investors and Clients. The Firm and its affiliates sometimes enter into transactions with certain Fund investors or other Clients. The terms of these transactions are negotiated on an arm’s-length basis. However, the Firm and its affiliates are subject to a conflict of interest when determining such terms because it may ultimately benefit from retaining the investor or Client. Allocation of Time and Resources. Generally, the Firm is not subject to specific obligations or requirements concerning the allocation of time, efforts, resources, or investment opportunities to any particular Client and/or non-advisory client. The Firm’s personnel devote time to the affairs of its Clients and/or non-advisory clients as they, in their discretion, determine to be necessary for the conduct of the business consistent with governing Client documents. Reallocation of Investment Opportunities. In addition, Sculptor may, from time to time, consider an investment opportunity for one Client and then subsequently determine to have another Client make the investment. In making any such reallocation determination, Sculptor will consider a variety of factors, including those set forth in the Firm’s Allocation Policies and Procedures and in this Item 12. Conflicts of interest arise in connection with such a reallocation, including those set forth in this Item 12. In addition, a conflict of interest exists because the investing Client will benefit from the initial evaluation, investigation and due diligence undertaken by Sculptor on behalf of the original Client for which the investment was initially considered. Material Non-Public Information. The Firm is a global institutional asset management firm that manages multiple investment strategies for many different Clients and non-advisory clients. The Firm maintains policies and procedures reasonably designed to prevent the misuse of material nonpublic information and to manage associated trading restrictions. As part of the Firm’s investment advisory and other activities, the Firm and its affiliates sometimes come into possession of material non-public information regarding other issuers, including both public and private companies. The Firm is generally prohibited from using this information for the benefit of any Client. As an example, the Firm may lawfully obtain material non-public information or enter into a nondisclosure agreement if it is contemplating a transaction in furtherance of certain investment strategies, including investment strategies for Clients and non-advisory Clients. If any Client has an existing holding that is affected by the Firm’s receipt of material non-public information or the terms of the non-disclosure agreement, the Client will not be able to sell, dispose of or close out that position during the effectiveness of the agreement or duration of the restriction. As a result, the Client may experience a loss in value, which may include a total loss, of the position during this restricted period. Furthermore, the Firm will be unable to enter into new positions (or increase existing positions) in such affected securities during the confidentiality or restricted period. The Firm’s activities for a Client may be affected by these restrictions even when the Firm obtained the material non-public information with the intention of trading for a different Client or in connection with the sponsorship of a vehicle such as a SPAC. The Firm may therefore be precluded from affecting transactions in issuers for certain Clients as a result of the receipt of confidential or material non-public information in furtherance of strategies on behalf of other Clients or vehicles.

As a result of the activities of RITM or RITM Affiliates, including, for example, RITM’s involvement in merger and acquisitions transactions, Sculptor or Sculptor employees may from time to time acquire confidential or material non-public information and therefore be restricted from initiating certain transactions, which could affect the activities of its Clients. In the event that material non-public information in relation to the activities of RITM or RITM Affiliates is disclosed to Sculptor, the Clients could be prohibited from initiating a transaction that Clients otherwise could have initiated and would not be able to sell an investment Clients otherwise could have sold. Sculptor and RITM maintain an information barrier which is intended to reduce the instances in which the activities of RITM and RITM Affiliates restrict the ability of Clients to initiate transactions. Investment by and in Broker-Dealers/Banks. The Firm permits affiliates of broker-dealers or banks that are selected to effect portfolio transactions for Clients, including the Funds, to invest in the Funds. The Firm may also establish SMAs for affiliates of broker-dealers or banks. These relationships can create a conflict of interest because there is a risk that a broker-dealer or bank is selected to perform commission-earning services for the Clients as a result of the broker-dealer’s (or its affiliate’s) being a Client or making investments in the Funds. As described above, the selection of broker-dealers or banks is based on a variety of factors and the Firm does not consider the investment of assets with us in selecting brokers for purposes of executing Client orders. Nonetheless, a conflict of interest exists. In addition, the Firm sometimes transacts in debt and equity securities and loans of broker-dealers or banks (or their affiliates) for Clients and through which Client brokerage is executed. The Firm makes these investments in the exercise of its investment discretion and only when the Firm believes the investment to be beneficial to Clients. The Firm does not have any pre-arrangement or understanding with any broker-dealer or bank that an investment in the broker-dealer’s or bank’s (or its affiliate’s) debt or equity securities or loans is in recompense for business or other services such broker-dealer provides to the Firm and its Clients. Complex Institutional Relationships. Throughout Item 12, and elsewhere in the Brochure, the Firm discloses conflicts of interest arising out of Firm or affiliate relationships with prime brokers and other counterparties and service providers. For example, some counterparties have established platforms to allow some of their own clients and customers to invest in Sculptor Funds through feeder funds. These conflicts may be exacerbated to the extent that the Firm and its affiliates have multiple such relationships, involving a variety of transactional work with the same or related entities. The Firm’s relationships with counterparties and other service providers are dynamic and evolve over time. Because of the number and nature of these relationships, conflicts of interest that arise in connection with any one transaction or relationship can be compounded when many different transactions and relationships develop at the same time. The governing documents of the Clients establish complex arrangements among the Clients, the Firm, investors, and other relevant parties. From time to time, questions may arise regarding certain parties’ rights and obligations in certain situations, some of which may not have been contemplated upon the negotiation and execution of such documents. In some instances, the operative provisions of the governing documents, if any, may be broad, unclear, general, conflicting, ambiguous, and vague and may allow for multiple reasonable interpretations. In other instances, there may not be a directly applicable provision. While the Firm will construe the relevant provisions in good faith and in a

manner consistent with its fiduciary duty and legal obligations, the interpretations used may not be the most favorable to a Client or its investors.

For Affiliated CLOs, any Affiliated CBO and Affiliated Securitizations, an independent custodian or administrator is responsible for preparing periodic reports and distributing them to investors. Upon request, the Firm would provide SMA investors with reporting of their accounts as needed and in a manner consistent with governing rules and regulations.

The Firm does not cause Clients to execute transactions or pay higher commissions or other transaction costs in connection with these programs or services (although Clients will not necessarily pay the lowest possible commission when executing transactions through these brokerdealers—please see Item 12 above for additional information). However, the Firm does pay to attend certain conferences, seminars and other events that are attended by prospective investors but are not specifically designed as capital introduction events. Furthermore, broker-dealers or their affiliates may introduce us to prospective investors and will continue to have business relationships with, and execute brokerage transactions on behalf of, Clients. In addition, certain counterparties, including affiliates of broker-dealers, have established exclusive and non-exclusive platforms to allow their clients and customers to invest in the Funds directly or through feeder funds and other vehicles. These platforms are described in greater detail in Item 6 and in Item 12 above. The Firm pays platform sponsors out of its own assets. In addition, the Firm has an arrangement with a platform sponsor whereby such sponsor is paid an annual

product access payment from the Firm and an investment vehicle (and therefore its investors) placed by the sponsor in its investment menu for access to its clients and advisors. The Firm enters into solicitation agreements pursuant to which it compensates third-parties for client referrals that result in the provision of investment advisory services by the Firm, including compensation in the form of a percentage of introduced capital. Such compensation is paid pursuant to a written agreement with the solicitor in accordance with applicable rules under the Advisers Act and any applicable laws and regulations. The Firm bears the costs of any such compensation and, therefore, such fees do not result in additional charges to any Clients (whether directly or through offset of management fees received by the Firm). In addition, the Firm has in the past and may from time to time in the future engage one or more persons to act as a placement agent for a Client in connection with the offer and sale of interests to potential investors. Such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Client that are subsequently accepted, a percentage of the net asset value of such placement agent’s investors in a Client, or a percentage of the management fee the Firm earns with respect to the placement agent’s investors. Placement agents that solicit investors may pose a conflict of interest because they are compensated in connection with their solicitation activities. If an investor is introduced to a Fund by an intermediary placement agent, the investor will be informed of any fees payable by the applicable Fund or the Adviser to the intermediary related to its investment.

Any supplemental reports should be carefully reviewed and compared against statements received directly from any custodian, to the extent an account contains the types of securities that would be held with a custodian. For each Fund managed by the Firm, Sculptor obtains and distributes annual audited financial statements to investors within the required timeframe for each such pooled investment vehicle to comply with applicable custody rules. Such audited financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles by an accountant that is registered with, and regularly examined by, the Public Company Accounting Oversight Board. Please refer to Item 8 for a discussion of the unique risks associated with custodial practices involving Digital Assets.

As noted in Item 4 above, SMAs may impose limitations on this discretion with respect to: (1) the specific types of investments or asset classes that the Firm will or will not purchase for their account; (2) the nature of the issuers of investments that the Firm will or will not purchase for their account; (3) the risk profile of instruments the Firm will or will not purchase for their account; or (4) the risk profile of the account as a whole. In limited cases, certain Clients retain consent rights over their investments. The Firm typically assumes discretionary authority through a power of attorney or contract provision granted or entered into by a Client, or through the constituent documents of a Fund.

The Firm may vote consistent with management recommendations, with shareholder recommendations, with the recommendation of a proxy voting service, or in any other manner deemed by our investment professionals to be consistent with the Firm’s fiduciary duties. In addition, the Firm can decide not to vote or to abstain when the Firm believes doing so is in the best interests of Clients. Furthermore, under the Proxy Policies, the Firm may opt to not vote proxies issued by companies if Clients no longer have any economic exposure to the issuer of the proxy. The Firm has also adopted proxy voting procedures pursuant to which an investment professional is required to conduct a case-by-case review and analysis before making a decision about matters that directly affect ESG issues. As detailed in the Proxy Policies, however, decision-making in the proxy voting context is a combination of all relevant economic and non-economic considerations rather than based solely on ESG considerations, consistent with the Firm’s fiduciary duties and Clients’ investment mandates. The Firm has created an internal Conflicts Committee (described in Item 11 above) composed of representatives of the Legal and Compliance Departments, as well as senior executives and other employees of Sculptor, as needed, which receives an annual presentation on proxy voting activities and adherence to the Proxy Policies. If the Firm (or one of its partners or principals) has a conflict

with respect to a proxy, the Proxy Policies require that the Firm refer the determination of how to vote the proxy to its internal Conflicts Committee for review and resolution. The Firm does not permit Clients to direct how it will vote on specific proxies.