Permit Capital, LLC: investment adviser

direct investment programs where we invest in public and/or privately held securities; fund-of-funds investment programs where we invest in funds (“Underlying Investment Funds”) managed by investment advisors and managers who are not affiliated with us (“Third Party Managers”); and investment programs that pursue a combination of direct investments and fund-of-funds investments.

Currently, we provide investment advice only to the following private investment funds. In this brochure, we may refer to them individually as a “Permit Fund” or collectively as the “Permit Funds”. The Permit Funds are exempt from registration under the Investment Company Act of 1940, as amended. (i) (ii) (iii)

Permit Capital Fund, L.P. (“Capital Fund”) and its feeder fund, Permit Capital Cayman Fund, Ltd. (“Capital Cayman Fund”) Permit Capital Telecom, L.P. (“Telecom Fund”) Permit Capital Enterprise Fund, L.P. (“Enterprise Fund”)

Each of the Permit Funds (other than the Capital Cayman Fund) has been formed as a Delaware limited partnership. The Capital Cayman Fund is a Cayman Islands company. From time-to-time, we may provide investment advice to newly formed private investment funds or newly formed series of existing Permit Funds. Permit Capital manages the Permit Funds in accordance with the investment strategies and restrictions (if any) of the Permit Funds as set forth in their limited partnership agreements and confidential private placement memoranda (“Governing Documents”). Permit Capital does not provide investment advice to the investors in the Permit Funds and does not tailor the Permit Funds’ investments

to any individual investor. Investors purchase limited partnership interests in the Permit Funds and investments are made at the Permit Fund level, not for individual investors in the Permit Funds. We also do not offer wrap fee programs or manage individual client accounts. C.

Assets Under Management

As of December 31, 2025, Permit Capital managed approximately $491,129,928 on a discretionary basis. We do not manage any accounts on a non-discretionary basis.

In the case of the Telecom Fund and the Enterprise Fund, we submit our management fee invoices for those funds to their prime broker who will then pay us the management fees owed by those two funds. The management fee is not negotiable. However, Permit Capital, in its sole discretion, may waive the management fee with respect to any Permit Fund or any investor of a Permit Fund, in whole or in part. B.

Additional Fees and Expenses

Generally, each Permit Fund bears all of its expenses (including, but not limited to, fees and expenses relating to organizational, offering, operating, fund administration, custody, audit, tax return preparation and legal counsel) other than management expenses such as salaries, benefits, and costs of office space and facilities. Investors in each Permit Fund are allocated their pro rata share of the “fund” expenses incurred by such Permit Fund. Each Permit Fund may also incur brokerage and other transaction costs. See Item 12 below (Brokerage Practices) for additional information about these costs. Investors should carefully review the Governing Documents of a Permit Fund for a complete description of fees and expenses which are, or may, be paid or allocated to a Permit Fund. A Permit Fund which has fund-of-fund investments (a “Permit Fund-of-Funds”) incurs two levels of fees. Such Permit Fund will incur expenses at the Permit Fund level and any expenses that the Underlying Investment Fund may charge. An Underlying Investment Fund may charge a Permit Fund management fees, performance fees, and other fees and expenses relating to the operation of the Underlying Investment Fund. Neither Permit Capital nor any of our supervised persons accepts compensation for the sale of securities.

Telecom Fund (a)

Management Fee: 0.0417% (0.50% annualized) of the positive capital account balances of each limited partner of the Telecom Fund as of the last day of each calendar month. The management fee is payable monthly in arrears.

(b)

Performance-Based Fee: 10% of the net profits (including unrealized gains) of the limited partners, subject to a hurdle of 10%. The performance fee is subject to a loss carryforward provision and is distributed to Permit Capital GP on an annual basis.

Enterprise Fund (a)

Management Fee: 0.0834% (1% annualized) of the positive capital account balances of each limited partner of the Enterprise Fund as of the last day of each calendar month. The management fee is payable in arrears monthly.

(b)

Performance–Based Fee: 20% of the net profits (including unrealized gains) of the limited partners, subject to a hurdle of 8%. The performance fee is subject to a loss carryforward provision and is distributed to Permit Capital GP on an annual basis.

B.

Potential Conflicts of Interest with Performance-Based Fees and Side-By-Side Management

1.

Performance-Based Fees

The performance-based fees described above create an incentive for our investment professionals to recommend or approve more speculative investments on behalf of the Permit Funds than would be the case in the absence of such arrangements. In addition, the performance-based fee, if made, could result in allocations to Permit Capital GP which is greater than fees normally paid to other investment managers for similar services. Generally, if two or more Permit Funds have the same investment strategy, we will charge all of the Permit Funds with the same investment strategy a performance fee or no performance fee at all. We believe this avoids any potential conflict of interest in having one fund perform more favorably than another fund based on performance fee considerations. 2.

Side-By-Side Management

Certain of the Permit Funds have similar investment objectives and from time-to-time we pursue similar investment strategies for multiple Permit Funds at the same time. In addition, we may give advice or take action with respect to one Permit Fund’s account that differs from the advice given with respect to another Permit Fund. As a result of the foregoing, we have conflicts of interest in allocating investments among the Permit Funds and in effecting transactions for the Permit Funds. We will ensure at all times that there is a fair allocation of investment opportunities among the Permit Funds. In the event of any potential conflicts of interest due to any investment, we will act in the manner which we in good faith believe to be in the best interests of the Permit Funds. (a)

Allocation of Investment Opportunities – Generally

To the extent a particular investment is suitable for more than one Permit Fund, such investment will generally be allocated among the Permit Funds for which such investment is suitable on a pro rata basis based on their respective amounts of capital available for investment (“Investable Capital”) or in some other manner which we determine is fair and equitable under the circumstances to all Permit Funds. For purposes of allocating investment opportunities on a pro rata basis based on Investable Capital, the Investable Capital of a Permit Fund means the aggregate amount of the capital commitments that such pooled investment vehicle may call for investment in new securities in accordance with its Governing Documents. In making such determination, capital which is reserved for investment in preexisting investments or reserved for current or future obligations of a Permit Fund will be excluded. To the extent that a Permit Fund has called all of its capital commitments, the portion of the capital contributions which has not been invested and is not otherwise committed to another investment will be deemed Permit Fund’s Investable Capital, provided that such Permit Fund’s investment period has not expired.

Portfolio holdings may be concentrated in those securities and financial instruments that we believe offer the best opportunity for capital appreciation at that time. In managing the investment portfolio of the Permit Funds, we may pursue investments directly in issuers or fund-of-fund investments. We do not attempt to set or meet any specific portfolio turnover rate, since we believe turnover is incidental to transactions undertaken in an attempt to achieve the investment objective. We do not intend to turn over investment portfolios frequently. Instead, we typically hold most investments until we, in our sole discretion, determine that such investment no longer meets the investment criteria or profile of a Permit Fund. B.

Material Risks

Below is a summary of the investment strategies we currently employ for the Permit Funds and the material risks involved with these investment strategies. An investment in securities (including the interests offered by the Permit Funds) involves a high degree of risk, including a risk of loss of the entire investment. We urge investors in the Permit Funds to rely on their own examination of the Permit Funds and their investment strategies and offering terms, including the merits and risks involved. The risks described in this brochure are not meant to be an exhaustive listing of all potential risks associated with our investment strategies, an investment in the Permit Funds, or the securities held by the Permit Funds. A more extensive description of the risks of investing in the Permit Funds is included in the fund offering materials, including the Private Placement Memorandum, if any, and we encourage all investors and potential investors to carefully review those materials and to consult with their professional advisers before deciding whether or not to invest in any of the Permit Funds. 1.

Capital Fund and the Capital Cayman Fund (a)

Investment Strategies. The Capital Fund is an absolute return fund-of-hedge funds that invests in hedge funds advised by Third Party Managers. The Capital Fund may be invested in hedge funds with domestic and international exposures and which employ any of the following strategies: credit, derivatives, convertibles, long-short (market-neutral), and event-driven. As previously mentioned, we may use Cerity to assist us in identifying and researching fund-offund investment opportunities for the Capital Fund, but all investment decisions for the Capital Fund are made by Permit Capital. Investors may invest directly in the Capital Fund or through its Cayman Islands

feeder entity, the Capital Cayman Fund. The sole investment of the Capital Cayman Fund is its investment in the Capital Fund. (b)

2.

3.

Material Risks. See the risk factors listed under the heading “Other Material Risks”. In particular, see the risk factors relating to Fund-of-Funds Structure, Dependence on Third Party Managers, and Illiquid Investments.

Enterprise Fund (a)

Investment Strategies. The Enterprise Fund is a long-oriented fund consisting of public securities trading at a discount to intrinsic value. The Enterprise Fund may invest in any type or quality of the equity or debt securities, or other assets, of an issuer. The Enterprise Fund employs a concentrated portfolio strategy.

(b)

Material Risks. The Enterprise Fund has no diversification requirements and invests in a highly concentrated portfolio of securities. See also the additional risk factors listed under the heading “Other Material Risks”. In particular, see risk factors relating to No Diversification, Concentration of Investments, and Securities Lending below.

Telecom Fund (a)

Investment Strategies. The Telecom Fund invests primarily in debt, equity and equity-related securities of companies in the telecommunications sector, and in related industries engaged in the creation, transmission and management of information services. The Telecom Fund may invest in any type or quality of equity or debt securities or other assets. In addition, the Telecom Fund may sell short securities, take hedged positions and invest in derivative securities of any type to implement its investment strategies. The Telecom Fund may use leverage in implementing its investment program, including by borrowing against its securities on margin from brokers and dealers.

(b)

Material Risks. Limited Investments and Concentration. The Telecom Fund has no diversification requirements and may invest in a highly concentrated portfolio of securities, which may at times be limited to a single security. See risk factors relating to No Diversification and Concentration of Investments below under the heading “Other Material Risks”. Leverage and Financing Risk. The Telecom Fund may use leverage in an effort to achieve a higher rate of return. Accordingly, the Telecom Fund may pledge its securities to a lender in order to borrow additional funds for investment purposes. The Telecom Fund may also leverage its investment return with options, short sales and other derivative instruments. While leverage presents opportunities for increasing the Telecom Fund’s total return, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment by the Telecom Fund would be magnified to the extent the Telecom Fund is leveraged. The cumulative effect of the use of leverage by the Telecom Fund in a market that moves adversely to the Telecom

Fund’s investments could result in a substantial loss to the Telecom Fund which would be greater than if the Telecom Fund was not leveraged. In general, the anticipated use of short-term margin borrowings results in certain additional risks to the Telecom Fund. For example, should the securities pledged to brokers to secure the Telecom Fund’s margin accounts decline in value, the Telecom Fund could be subject to a “margin call,” pursuant to which the Telecom Fund 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 Telecom Fund’s assets, the Telecom Fund might not be able to liquidate assets quickly enough to satisfy its margin requirements. See also the additional risk factors listed under the heading “Other Material Risks”. In particular, see the risk factor relating to Securities Lending below. C.

Other Material Risks

1.

Material Risks Applicable to All Permit Funds.

In addition to the foregoing material risks that relate to specific investment strategies of the Permit Funds, the following material risks apply to all Permit Funds. Inadequate Return. There can be no assurance that the return of any Permit Fund’s investments will be commensurate with the risk of investment therein. Unspecified Investments. Investors must rely on the ability of Permit Capital and its investment professionals to identify and make investments consistent with the investment strategies of the Permit Funds. Investors will not participate in the making of any investment decisions nor will they have the opportunity to evaluate personally the relevant economic, financial and other information used by Permit Capital in its selection, monitoring and disposition of investments. Illiquid Investments. We anticipate that a substantial portion or all of each Permit Fund’s investments will consist of securities for which there is no public market and/or that are subject to restrictions on resale because they were acquired from the issuer in “private placement” transactions or because such restrictions were imposed as a condition of such Permit Fund’s purchase. Limitations on resale of these investments could prevent a successful sale thereof, delay sales at times that may be the most opportune or reduce the amount of proceeds that might otherwise be realizable. No Diversification and Concentration of Investments. None of the Permit Funds are subject to any diversification requirements. A Permit Fund’s investments may be concentrated in a single or small number of issuers. Because there are no diversification requirements for any Permit Fund, a Permit Fund’s portfolio may at times be intentionally over weighted in a single industry, issuer, or class of security. Consequently, a decline in the value of a single security held by a Permit Fund may have a greater impact on the net asset value of that Permit Fund than on the net asset value of a diversified fund. A Permit Fund will be highly sensitive to changes in the market price of its portfolio securities because it invests more of its assets in a smaller number of industries or issuers than a diversified fund and the gains or losses on a single security will have a greater impact on the Permit Fund. Generally, the volatility of a Permit Fund’s investment portfolio will increase as

its diversification decreases. Securities Lending. The Telecom Fund and Enterprise Fund may lend securities from their portfolios to brokers, dealers and other financial institutions that need to borrow securities to complete certain transactions as a means of earning additional income. The Telecom Fund and Enterprise Fund are entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities, which affords the Telecom Fund and Enterprise Fund an opportunity to earn interest on the amount of the loan and current income on the loaned securities itself. However, the Telecom Fund and Enterprise Fund do not vote proxies on securities that are lent. In addition, the Telecom Fund and Enterprise Fund might experience a loss if any institution with which the Telecom Fund or Enterprise Fund have engaged in a portfolio loan transaction breaches its agreement with the Telecom Fund or Enterprise Fund. If the borrower becomes insolvent or bankrupt, the Telecom Fund or Enterprise Fund could experience delays and costs in recovering loaned securities. To the extent that, in the meantime, the value of the loaned securities declines, the Telecom Fund and Enterprise Fund could experience further losses. Use of Alternative Data. Permit Capital’s investment analysis includes the use of traditional financial and economic analysis but also includes the analysis and interpretation of publicly available information, including news reports, public sentiment, and other information which does not fall within traditional financial reporting (generally referred to as “alternative data”). The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense which may be borne by the Permit Funds. The use of alternative data involves an inherent risk that we 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 for investment purposes, and its use or misuse under current or future laws and regulations could create liability for the Firm or the Permit Funds in various jurisdictions. In addition, any future limitations on the use of alternative data could have an adverse impact on the performance of the Permit Funds. Artificial Intelligence. The emergence of technological developments in artificial intelligence and machine learning (collectively, “AI”) can pose risks to Permit Capital, the Permit Funds, and their investments. Permit Capital is exposed to the risks of these developing and evolving technologies, including in situations where AI is used by Permit Capital in connection with business activities that support due diligence and investment activities, AI used by third-party service, data, or information vendors, or by companies where the Permit Funds have or are considering for investment. The risks related to AI include, but are not necessarily limited to, inaccuracies in data input and output or signals, modeling, and information security, privacy and regulatory developments. These risks may subject Permit Capital to potential litigation (particularly trademark, licensing, terms of use, and copyright claims), conflicts of interest, and/or other legal or operational risks. Cybersecurity Breaches and Identity Theft. Permit Capital’s and the Permit Funds’ information and technology systems could be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons, other security breaches, or usage errors by employees. Although Permit Capital has implemented measures to manage risks relating to these types of events, if Permit Capital’s or the Permit Funds’ information systems are compromised, become inoperable, or cease to function properly, Permit Capital and the Permit Funds could be required to make a significant investment to fix or replace the affected information systems. The failure of these information systems could cause significant interruptions in Permit Capital’s or the Permit Funds’ operations and result in a failure to maintain

the security, confidentiality, or privacy of sensitive data, including personal information relating to investors in the Permit Funds. Such a breach could result in reputational harm to Permit Capital or the Permit Funds as well as potential legal claims which could negatively impact Permit Capital’s and the Permit Funds’ business and financial performance. Legal and Regulatory Matters. Changes in US federal, state and local laws and regulations can occur at any time and include the adoption of new laws and regulations and the amendment or repeal of existing laws and regulations by governmental regulatory authorities and selfregulatory organizations (including, but not limited to, the SEC, the US Commodity Futures Trading Commission, the Internal Revenue Service, the US Federal Reserve, and the Financial Industry Regulatory Authority). Changes in laws and regulations may adversely impact the investments held in Permit Funds. Business Continuity and Disaster Recovery. Permit Capital’s and the Permit Funds’ business operations could be vulnerable to disruption in the case of catastrophic events, including without limitation fires, natural disasters (e.g., tornadoes, floods, hurricanes, earthquakes), epidemics and pandemics, terrorist attacks, or other circumstances which result in property damage, network interruptions, or prolonged power or service outages. Although Permit Capital has implemented measures to manage risks arising from catastrophic events, there can be no assurance that all contingencies are properly planned for or that any plan will be effective. If Permit Capital’s or the Permit Funds’ operations are disrupted or suspended, the Permit Funds may be negatively affected. Political Instability and Military Actions. There are currently ongoing conflicts between Russia and Ukraine (the “Russia-Ukraine Conflict”),between Israel and Hamas (the “Israel-Hamas War”), and between the U.S.-Israel and Iran (the “U.S.-Israel-Iran War”) and together with the Russia-Ukraine Conflict and the Israel-Hamas War, “Current Military Actions”). The Current Military Actions have caused, and are currently expected to continue to cause, significant disruptions to global financial systems, international trade, and the transportation energy sectors, among other disruptions. In addition, each of the Current Military Actions has displaced millions of people, causing an acute global refugee crisis, and has increased the threat of nuclear accidents or attacks, cyberattacks and further regional or global conflicts (including a potential expansion of the Current Military Actions to other countries as well as other potential conflicts, including, but not limited to, conflicts in other geographic locations and between other state and non-state actors), among other potentially dire consequences. Specifically with respect to the Russia-Ukraine Conflict, in response to Russia’s actions, multiple countries and governing bodies, including the United States and the EU, have put in place global sanctions and other severe restrictions or prohibitions on the activities of certain individuals and businesses connected to Russia and/or Belarus. Private companies have also implemented restrictions that severely limit, and in some cases, reverse or cancel, business transactions in or involving certain individuals and/or businesses connected to or associated with Russia and/or Belarus. Further, some private companies have moved to divest of Russia-based subsidiaries and assets. The impacts of the Current Military Actions on the supply chain and commodity prices are expected to be profound and may result in substantial inflation in one or more countries (or globally). However, the ultimate impact of the Current Military Actions and the effect on global economic and commercial activity and conditions is impossible to predict. The Current Military Actions may have a significant adverse impact on the performance of Permit Capital products and result in significant losses. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. 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 Permit Capital’s investment strategies. 2.

Material Risks Applicable to Permit Fund-of-Funds.

In addition to the foregoing, the following material risks apply to all Permit Fund-of-Funds. Fund-of-Funds Structure. The cost of investing in Permit Fund-of-Funds will generally be higher than investing directly in other private investment funds (i.e., the Underlying Investment Funds). Investors in a Permit Fund-of-Funds will indirectly bear fees and expenses charged by the Underlying Investment Funds in which the Permit Fund-of-Funds invests in addition to its direct fees and expenses. The use of a fund-of-funds structure could affect the timing, amount and character of distributions to investors in the Permit Fund-of-Funds and therefore may increase the amount of taxes payable by them. Dependence on Third Party Managers. The assets of a Permit Fund-of-Funds are primarily invested in Underlying Investment Funds managed by Third Party Managers who are unrelated to Permit Capital. We will not have an active role in the day-to-day management of the Underlying Investment Funds in which a Permit Fund-of-Funds invests. As a consequence, a Permit Fund-ofFunds generally will not have the opportunity to evaluate the specific investments in companies made by an Underlying Investment Fund before they are made, and the performance of a Permit Fund-of-Funds will be highly reliant upon the performance of these unrelated Third-Party Managers. This lack of control over the Third-Party Managers could adversely affect the profitability of a Permit Fund-of-Funds.

Compliance with the Code is a condition of employment, and violation of the Code or related policies may result in dismissal. The Code contains guidelines relating to personal trading by supervised persons (and certain of their immediate family members). In general, our supervised persons must get pre-approval to transact in any Reportable Security unless subject to an exemption or granted an exception by the Firm’s Chief Compliance Officer (Reportable Security is defined in the Code to include, among other instruments, any note, stock, bond, debenture, evidence of indebtedness, investment contract, any put, call, straddle, option, or privilege on any security or on any group or index of securities, or, in general, any interest or instrument commonly known as a "security”). Reportable Securities do not include:

direct obligations of the government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper and high‐quality short‐term debt instruments, including repurchase agreements; shares issued by money market funds; shares issued by registered open‐end mutual funds; and shares issued by unit investment trusts that are invested exclusively in one or more registered open‐end funds, none of which are reportable funds.

The Code also requires supervised persons to provide the Firm’s Chief Compliance Officer (“CCO”) with certain brokerage account statements or access to brokerage transaction information and periodic transaction reports, as required by Rule 204A-1 under the Advisers Act. All supervised persons are required to contact our CCO regarding any actual or suspected violation of the Code. All of our personnel must acknowledge they understand the Code and agree to comply with it upon employment and must certify annually that they have continued to comply with the Code. Additionally, we conduct periodic compliance training that addresses the requirements of the Code. In providing investment management services, we and our personnel make investment decisions for our clients, the Permit Funds. Our supervised persons and their immediate family members also trade and invest for their own accounts in the same or different securities in which we invest on behalf of Permit Funds. This presents several potential conflicts including the risk that a supervised person (or an immediate family member) may have knowledge that the Firm intends to purchase (or sell) a security on behalf of a client(s) and then "front-run" the Firm and the Permit Funds by purchasing (or selling) the security before the Firm does and profit from the market impact of the Firm's transaction. If the supervised person's transaction affects the price of the security that the Permit Fund purchases or sells, it could negatively impact the price the Permit Fund pays (or receives) for the transaction. Conversely, a supervised person (or an immediate family member) may take a position contrary to a position that a

Permit Fund has (or may take). This presents a potential conflict if the supervised person's trading has an impact on the value of the Permit Fund’s investment in the security. To address these and other conflicts of interest, we maintain the Code (as described above) and require pre-approval of certain personal securities transactions. Investors in the Permit Funds may receive a copy of Permit Capital’s Code of Ethics by contacting our CCO, Brian Dillon, at 610 941 9000 brian.dillon@permitcap.com. See Item 6 (Performance-Based Fees and Side-By-Side Management) for additional information regarding potential conflicts of interests relating to Permit Capital, Permit Capital GP and the Permit Funds.

Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits investment managers such as the Firm to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Except for services that would be an expense to the Permit Funds or as otherwise described below, we will use our best efforts, but are not obligated, to limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Currently, we use “soft dollars” to obtain research reports (including market research), financial newsletters and data services (including services providing market data, company financial data and economic data) from brokerage firms with whom we place trades. In addition, we may in the future receive (but currently do not receive) from such firms services and software related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians), and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. These research and brokerage services are within the Section 28(e) safe harbor. In some instances, we may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system). In such instances, we will allocate, in good faith, the relative proportion of a product or service used to assist us in carrying out our investment decision making responsibilities and the relative proportion used for administrative or other purposes outside of Section 28(e). The proportion of the product or service attributable to assisting the Firm in carrying out our investment decision-making responsibilities will be paid through brokerage commissions generated by Permit Fund transactions and the proportion attributable to administrative or other purposes outside of Section 28(e) will be paid from our own resources. Research and brokerage services obtained by the use of commissions arising from the portfolio transactions of a Permit Fund may be used by us in our other investment activities and thus, a specific Permit Fund may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Although we will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. Our receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services create a potential conflict of interest between us and our clients. In selecting brokers and negotiating commission rates, we will take into account the financial stability and reputation of brokerage firms, and the research, brokerage or other services provided by such brokers.

B.

Brokerage for Client Referrals and Directed Brokerage

We do not select or recommend broker-dealers on the basis of whether they provide us or any of our related persons with referrals. In addition, we do not recommend, request or require that a Permit Fund direct us to execute transactions through a specific broker-dealer. However, we may hire separate independent trading firms in order to obtain better prices and/or execution, and such trading firms will be paid through additional commissions to be borne by the Permit Funds for whom such arrangements were made. C.

Aggregation of Purchase and Sales of Securities

We may, but are not required to, aggregate Permit Fund orders to achieve more efficient execution or to provide for equitable treatment among the Permit Funds. Permit Funds participating in aggregated trades will be allocated securities on a pro rata basis based on their relative Investable Capital. See Item 6.B. (Performance-Based Fees and Side-by-Side Management) for additional information on allocation of investment opportunities.

Each of the Permit Funds maintain their assets in segregated custodial accounts at institutions which meet the definition of a “qualified custodian” as set forth in Rule 206(4)-2 of the Advisers Act. Audited Financial Statements and Audit by PCAOB Accounting Firm. Each Permit Fund’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and are audited by an independent public accountant registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. Upon liquidation, each Permit Fund will undertake a final audit in accordance with GAAP and distribute its audited financial statements to all limited partners promptly after the completion of such audit. Delivery of Audited Financial Statements. With respect to each Permit Fund that is a direct investment fund, Permit Capital distributes to the investors of such Permit Fund the audited financial statements to such Permit Fund within 120 days after the fiscal year end of such Permit Fund. With respect to each Permit Fund that is a fund-of-funds, Permit Capital distributes to the investors of such Permit Fund the audited financial statements to such Permit Fund within 180 days after the fiscal year end of such Permit Fund.

Potential conflicts of interest between the interests of Permit Capital and the Permit Funds are considered as part of the proxy voting process. If a material conflict exists, we will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the Permit Funds. We will also determine whether it is appropriate to disclose the conflict to the affected Permit Funds and give the Permit Funds the opportunity to vote their proxies themselves. Investors in the Permit Funds may receive a copy of Permit Capital’s Proxy Voting Policy and/or receive information on how proxies have been voted by contacting our CCO, Brian Dillon, at 610 941 9000 or brian.dillon@permitcap.com.