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King Street Capital Management, L.P.: investment adviser

King Street Capital Management, L.P. is an investment adviser registered with the SEC (file 801-73828, CRD 156785). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$34.6B
Discretionary
100%
Accounts
73
Employees
247
In advisory roles
99
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles73$34.6B100.0%

How it is paid

  • A percentage of assets under your management
  • Performance-based fees

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
King Street Membership Holdings IV, L.L.C.Company (U.S.)Limited partnerE 75% or moreOct 2022Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
Brian Joseph HigginsKing Street Capital Management GP, Member L.L.C.PersonF General partner, trustee or managing memberYes
Brian Joseph HigginsKing Street Membership Member Holdings II, L.L.C.PersonE 75% or moreYes
Brian Joseph HigginsKing Street GP MH I, L.L.C. Member L.L.C. Member Holdings IV, L.L.C. Holdings IV, L.L.C.PersonE 75% or moreYes
Brian Joseph HigginsKing Street Membership Member Holdings III, L.L.C.PersonE 75% or moreYes
King Street GP MH I, L.L.C.King Street Capital Management GP, L.L.C.Company (U.S.)C 25% to 50%Yes
King Street GP MH II, L.L.C.King Street Capital Management GP, L.L.C.Company (U.S.)C 25% to 50%Yes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

King Street Capital Management, L.P. Form ADV Part 2A, filed Mar 31, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

King Street is a leading global alternative asset manager founded in 1995 that manages capital across an institutional platform spanning multiple segments of the public and private markets. King Street was co-founded in 1995 by Brian J. Higgins, the Managing Member of King Street’s general partner, King Street Capital Management GP, L.L.C. (the “Investment Manager GP”). King Street is owned by the members of the Investment Manager GP. King Street provides services to private investment funds, which include: •

open-ended hedge funds that focus on distressed debt, special situations, long/short credit and event driven strategies (the “Hedge Funds”)

•

closed-ended real estate funds that employ an opportunistic strategy focused on special situations investments and select high conviction themes (the “Real Estate Funds”)

•

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closed-end global drawdown funds which employ a special situations credit strategy focused on idiosyncratic opportunities across corporates, structured products and asset-backed transactions, as well as claim-related investments. (the “Drawdown Funds”)

•

closed-end and evergreen opportunistic credit funds that focus on performing credit with lending and income focus (the “OCS Funds”)

•

liquid and semi-liquid funds offered solely to offshore investors under arrangements with unaffiliated investment managers that pursue strategies (or components of strategies) similar to those outlined above (the “Offshore Investor Funds”)

•

sub-advised Collective Investment of Transferrable Interest funds which are European-based collective investment vehicles that comply with EU regulations and focus on highly liquid investments in stocks, bonds, short-term treasury and cash (the “UCITS Funds”)

•

other funds that pursue a combination or variation of the strategies described above, or other strategies that King Street may determine to pursue in the future.

Each of the foregoing are referred to as a “Fund” and collectively, the “Funds”. A related person of King Street generally acts as general partner or special shareholder of each Fund, and King Street acts as investment manager to each Fund. King Street’s affiliate, Rockford Tower Capital Management, L.L.C. (“RTCM”) acts as the collateral manager to collateralized loan obligation vehicles that invest primarily in broadly syndicated loans and collateralized bond obligation vehicles that invest in bonds and broadly syndicated loans (collectively, the “Rockford Tower CDOs”). If required, RTCM also acts as “risk retention provider” (as described below) with respect to the Rockford Tower CDOs. In its role as risk retention provider, RTCM holds Rockford Tower CDO securities to the extent required by applicable risk retention rules (“Risk Retention Interests”) and, through their investment in RTCM, certain Funds will be indirectly exposed to the Risk Retention Interests. King Street provides certain services to RTCM relating to management of the Rockford Tower CDOs. King Street manages, or expects to manage, assets for one or more advisory clients through separately managed accounts (“SMAs”) or similar arrangements employing an investment strategy investing in parallel

with, or similar to, the strategy of the Funds. The investment objectives of such SMAs, including any restrictions on King Street’s authority to invest in specific securities or types of securities, may be determined in consultation with such client and memorialized in each such client’s investment management agreement. The Funds, the Rockford Tower CDOs, and SMAs are collectively referred to herein as “Advisory Clients.” References to King Street in this Brochure include, as the context requires, affiliates through which King Street provides investment advisory services or that act in any capacity. Each general partner, manager and special shareholder that is a related person of King Street is subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”), pursuant to King Street’s registration and in accordance with SEC guidance, and such persons collectively operate as a single advisory business. King Street’s management of each Advisory Client is subject to, and the terms of any investor’s investment in an Advisory Client and all other terms of each Advisory Client, are governed exclusively by, the terms of that Advisory Client’s organizational documents, offering memorandum (if any), limited partnership agreement (if any), memorandum and articles of association (if any), investment management agreement (if any), and subscription agreement (if any), each as amended, supplemented or modified from time to time (collectively, the “Governing Documents”) and Side Letters (as defined below) (if any). All discussions in this Brochure regarding the Advisory Clients, including their investments, the strategies King Street pursues in managing them, the fees and expenses borne by them and their investors (as applicable), and all other terms of each Advisory Client, are qualified in their entirety by reference to the relevant Governing Documents and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds participate in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents and/or Side Letters; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between King Street and any investor in a Fund. The Funds or King Street have entered into, and expect in the future to enter into, side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Investors in a Fund should review the relevant Governing Documents to determine whether such an investment is appropriate for their individual circumstances, as King Street manages each Advisory Client pursuant to its investment objectives and restrictions as set forth in the applicable Governing Documents. From time to time, where investments of the Funds consist of portfolio companies or include intermediate holding vehicles through which the Funds invest, personnel of King Street or its affiliates serve on such portfolio companies’ or holding vehicles’ respective boards of directors or otherwise act to influence control over such entities. As of December 31, 2025, King Street had approximately $34,568,100,000 in regulatory assets under management, all managed on a discretionary basis. King Street currently does not provide investment advisory services to clients apart from its management of the Advisory Clients, although it may do so in the future. Except in limited circumstances, investors in the Funds have no opportunity to select or evaluate any investments or strategies. King Street selects each Fund’s investments and determines its investment strategies.

Item 5. Fees and compensation

With respect to each type of Advisory Client, King Street and certain of its affiliates receive management fee and performance compensation, as described below. King Street complies with Rule 205-3 of the Advisers Act, to the extent required by applicable law. Subject to the relevant Governing Documents, King Street has waived, and may in the future in its sole discretion waive, all or any portion of the management fee and/or performance compensation with respect to an Advisory Client or any investor in a Fund including, but not limited to, King Street, its affiliates and any of their respective current or former principals, members,

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directors, officers, partners, employees, the family members of any of the foregoing and any trusts or other vehicles for the benefit of such persons and any charitable trust, foundation or similar entity established by any such persons. Additionally, King Street and its affiliates have in the past waived, and may in the future in its sole discretion waive or modify all or a portion of the management fees, incentive compensation or other remuneration in respect of Other Persons (as defined in Item 8). Management fees and performance reallocations are calculated based on the terms set forth in each Advisory Client’s Governing Documents. Investors should review carefully the specific terms set forth in the relevant Advisory Client’s Governing Documents. In the event that transaction, advisory, asset servicing, and/or similar fees (including, as applicable, fees from Rockford Tower CDOs) are received by King Street in connection with a Fund’s investments, King Street generally intends to offset the portion of those fees received by King Street allocable to the Fund against the management fees and/or otherwise credit such fees to the Fund’s investors, on a pro rata basis; however, King Street or other King Street entities or affiliates reserve the right, in certain circumstances, to retain such fees without offset to management fees or credit to a Fund’s investors, to the extent permitted under the relevant Governing Documents. The Funds Management Fees. The Funds generally pay King Street a management fee that ranges from 1.00% to 1.875%. •

Management Fees for the Hedge Funds range from 1.00% to 1.5% and management fees for Offshore Investor Funds range from 1.10% to 1.875%, each of which is annually payable in advance on a quarterly basis.

•

Management Fees for Real Estate Funds, Drawdown Funds, and OCS Funds are paid quarterly in advance, equal to a percentage up to 1.50% of the undrawn and/or drawn capital commitments for a specified period of time, and thereafter a percentage up to 1.50% of certain invested capital, in each case subject to reductions and/or adjustments as set forth in the relevant Governing Documents. From time to time, these Funds expect to offset and reduce amounts otherwise distributable to investors in order to pay the management fee to King Street (or an affiliate thereof). As a general matter, the management fees will be payable until all assets of the Fund are distributed, including during any term extensions, unless otherwise agreed with investors or explicitly prohibited by the relevant Governing Documents.

•

Evergreen OCS Funds generally pay a management fee equal to 1.375% of an investor’s opening capital account balance (before such balance is adjusted for the effect of management fees and the accrual of any performance compensation), calculated each calendar quarter and paid each calendar quarter in arrears. The management fee will typically be adjusted for any capital accounts established after the first business day of a calendar quarter, but is generally not otherwise adjusted for events occurring after the commencement of any calendar quarter.

•

The King Street Long/Short Credit UCITS Fund charges a management fee at the Fund level, as disclosed in the Fund’s governing documents and offering materials. King Street serves as subinvestment manager and is compensated by the investment manager from the management fee charged to the Fund. Pursuant to the sub-investment management agreement, King Street’s portion of the management fee ranges from 0.20% to 1.125% per annum of the Fund’s net asset value, depending on share class. King Street does not receive additional compensation from the Fund beyond its agreed share of the management fee.

Performance Compensation. An affiliate of King Street generally receives carried interest distributions between 10-25% of net profits of the applicable Fund subject to a preferred return, as more fully described in the Governing Documents of each Fund. •

For Hedge Funds, an affiliate of King Street generally receives performance reallocations equal to 20% or 25% of the net profits (including realized and unrealized gains) of the applicable Fund. The performance reallocation does not take into consideration gains and losses applicable to Special Investments (as defined in Item 8) that continue to be held in Special Investment accounts (if any) as of the performance reallocation date.

•

For Real Estate Funds, Drawdown Funds and OCS Funds, an affiliate of King Street generally receives carried interest distributions of between 10-20% of the net profits of the applicable Fund subject to a preferred return, as more fully described in the Governing Documents of each Fund. The carried interest is subject to a potential giveback at the end of life of the Fund if King Street has received excess cumulative distributions as set forth in the relevant Governing Documents.

•

For OCS Funds, an affiliate of King Street generally receives performance equal to 15% of the net increase in value (including realized and unrealized gains) of the applicable Fund, subject to a highwater adjustment and preferred return, each as described in greater detail in the relevant Governing Documents.

•

For Offshore Investor Funds, the Offshore Investor Closed-End Fund is typically expected to bear an incentive fee equal to 15% of the net increase in value (including realized and unrealized gains) of the Fund, subject to a high-water adjustment and preferred return, each as described in greater detail in the relevant Governing Documents. The Offshore Investor Open-End Fund is typically expected to bear an incentive fee equal to 15% of the net investment income, subject to a 5% preferred return with catch up paid quarterly, and 15% on realized capital gains (net of realized and unrealized losses) paid on the calendar year end.

•

The King Street Long/Short Credit UCITS Fund charges a performance fee of 15% to 20% of net profits, depending on share class, subject to the terms set forth in the Fund’s governing documents. King Street receives a portion of the performance fee allocated by the investment manager pursuant to the sub-investment management agreement. King Street does not receive performance compensation directly from investors.

SMAs Management Fee. King Street expects to charge a monthly or quarterly management fee for SMAs, equal to a mutually agreed annual rate applied to the account’s value at each month- or quarter-end (before fee deduction), pro-rated for partial periods, calculated and accrued monthly, and typically payable quarterly in arrears, subject to the relevant SMA Advisory Client’s Governing Documents. Fee levels are expected

to be negotiated on an individual basis with an SMA Advisory Client based on services, account size, and relationship, and may be fixed or variable, based on a percentage of an account’s value, generally below 1% and subject to negotiation. Rockford Tower CDOs Management Fees. RTCM generally receives management fees from the Rockford Tower CDOs of approximately 0.45% of the par value of the collateral and cash held in the Rockford Tower CDOs. Management fees will generally be payable only if there are funds available in accordance with the priority of payments provisions of the respective Rockford Tower CDO’s Governing Documents. Performance Compensation. RTCM also receives incentive fees, typically 20% of the excess cash flows due to the holders of the subordinated notes, subject to a stated hurdle rate.

Advisory Client Expenses In addition to the management fee and carried interest payable to King Street, each Advisory Client bears certain expenses. As set forth more fully in the Governing Documents, an Advisory Client generally bears all fees, costs, expenses, liabilities and obligations relating to the Advisory Client’s (and its subsidiaries’ and intermediate entities’) activities, investments and business to the extent not applied to reduce management fees. For example, such expenses typically include administrative costs, including the fees and expenses paid to the administrator, accounting and valuation (including, without limitation, the costs of accounting, portfolio management, asset services, advisory council, risk management and trade order management systems and software), tax (including tax preparation, consulting, entity-level taxes and governmental charges), auditing (including auditor review of and reporting on controls, procedures, custody and valuation such as in an Agreed Upon Procedures review), legal and compliance, regulatory requirements (including the costs of preparing and distributing investor reporting, investor notices or consents, and any legal fees or expenses, costs of monitoring, consulting or other third-party service providers engaged at King Street’s discretion related thereto), filings and expenses including in connection with filings pertaining to investments (including, without limitation, blue sky, U.S. FATCA, CRS, Form D, Section 13, Form PF, etc. and comparable non-U.S. filings, including those contemplated by AIFMD or any similar law, rule or regulation, including secondary legislation, regulations, rules and/or associated guidance, and any related requirements), consulting (including with respect to sourcing and due diligence of potential investments, operational improvements or monitoring of existing investments, and compliance costs incurred by King Street related to any of the foregoing) and other professional fees and expenses (including with respect to research, investment banking, deal sourcing, lobbying or any of the other expense categories referenced in this paragraph), U.S. and non-U.S. custodial, depositary, local paying agent, trustee, recordkeeping, registered office, clearing and transfer agency fees and expenses (including any depositary appointed pursuant to the AIFMD and any Swiss representative or paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended), including any law, rule or regulation relating to the implementation thereof), printing and mailing expenses (including the expenses incurred for the printing of the offering documents, subscription agreements, notices, reports and sales literature and the delivery of such materials to existing and potential investors), other promotional expenses (including fees and costs associated with satisfying local regulatory requirements in non-U.S. jurisdictions), organizational expenses (including organization of trading or special purpose vehicles), the cost of maintaining an Advisory Client’s corporate existence and registered office, the cost of obtaining and maintaining operational, credit or other ratings, the costs and expenses of products and services relating to research concerning investments or potential investments (except to the extent that such costs or expenses

are paid for with “soft dollars”), including quotation, pricing, data, statistical, risk and research programs, services and products, travel expenses related to research or investments (including lodging), all investment expenses incurred by an Advisory Client, whether or not such investments are consummated (including conferences and meetings with counterparties or potential counterparties), interest on borrowings and commitment fees and related expenses payable to lenders, investment banking, introduction, placement, asset management and operational fees and expenses (including asset-based or success-based fees or incentive/promote payments), brokerage commissions, borrowing charges on securities sold short, hedging costs, bank service fees, withholding and transfer fees, custodial fees, clearing and settlement charges, any other expenses reasonably related to the purchase, sale, transmittal, due diligence or management of investments, expenses related to the operation of entities formed for investment-related purposes (including office space, personnel, insurance, and third party service provider expenses), expenses relating to obtaining and maintaining insurance for an Advisory Client, King Street, and the Investment Manager GP or any of their respective employees, members or affiliates, subscription-based or other licensed use of any software, tool, process, application, database, information source, or other service the use of which is related to any of the foregoing, and any other expenses similar to any of the foregoing related to an Advisory Client. To the extent holding or intermediate entities include one or more special purpose acquisition companies (“SPACs”), the relevant Advisory Clients will bear the costs of organizing and offering such SPACs, as well as the amount and dilutive effect of any founders’ equity or similar interests issued thereby that are not held directly or indirectly by the Advisory Client, and except where prohibited by the Governing Documents, such interests are permitted to be issued to King Street and its personnel. Each Advisory Client also generally will bear the costs of implementing, monitoring and complying with investment guidelines and directives relating to the Advisory Client’s strategy, including, to the extent applicable, in Side Letters relating thereto, and (where applicable) environmental, social, governance and other standards to which King Street has committed in making investments on behalf of the Advisory Client. Additionally, subject to the Governing Documents, an Advisory Client typically will bear certain unreimbursed expenses of portfolio companies and intermediate holding vehicles through which the Advisory Client invests. In certain circumstances, one Advisory Client will pay an expense or obligation common to multiple Advisory Clients (including, without limitation, legal expenses for a transaction in which all such Advisory Clients participate, or other fees or expenses in connection with services the benefit of which are received by other Advisory Clients over time) and be reimbursed by the other Advisory Clients for their share of such expenses or obligations, without interest. While King Street believes such circumstances to be highly unlikely, it is possible that one of the other Advisory Clients could default on its obligation to reimburse the paying Advisory Client. From time to time and as permitted by the Governing Documents and subject to King Street’s policies and procedures, King Street expects to provide (or agree to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons or third parties, including other sponsors, market participants, finders, consultants, vendors and other service providers, King Street’s personnel and/or certain other persons associated with King Street and/or its affiliates, alongside a particular Advisory Client’s transactions. Such co-investments involve investment and disposal of interests in the applicable investment at the same time or, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Advisory Client) will purchase a portion of an investment from one or more Advisory Clients after such Advisory Clients have consummated their investment (also known as a post-closing sell-down or transfer), which generally will have been funded through capital contributions and/or use of a credit facility. Where appropriate, and in King Street’s sole discretion, King Street reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement from

the relevant Advisory Client for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Advisory Client. Where a co-invest vehicle is formed, such entity generally will bear expenses related to its formation and operation, many of which are similar in nature to those borne by the Advisory Clients. In the event that a transaction in which a coinvestment was planned, including a transaction for which a co-investment was believed necessary in order to consummate such transaction or would otherwise be beneficial, in the sole discretion of King Street, ultimately is not consummated, all broken deal expenses relating to such proposed transaction will be borne by the Advisory Clients, and not by any potential co-investors, that were to have participated in such transaction. However, to the extent permitted under the relevant Governing Documents and that such coinvestors have already invested in a co-investment or other vehicle in connection with such transaction, such vehicle is expected to bear its share of such broken deal expenses. For the avoidance of doubt, it is expected that Advisory Clients from time to time will co-invest with one another. To the extent an Advisory Client co-invests with third parties by investing in another Advisory Client, the Advisory Client that is coinvesting with third parties will generally bear a portion of the expenses associated with the formation, management, and operation of the Advisory Client in which it is investing, and these fees and expenses will not reduce the management fee and/or carried interest paid by such Advisory Client to King Street. From time to time, certain Advisory Clients enter into cash management transactions (such as secured repurchase agreements) with various financial institutions as determined by King Street in its sole discretion. Such transactions have involved, and could in the future involve, platform or other services offered by a third-party adviser, which receives separate fees for such platform and/or services. Fees or allocations paid by the Advisory Clients to parties other than King Street or its affiliates in connection with such arrangements will not reduce the management fee or performance reallocation. King Street is permitted to and has engaged on behalf of the Advisory Clients, or cause the Advisory Clients to contract for services with various service providers including entities affiliated with King Street (including current or former King Street personnel), which in certain cases will include former King Street personnel who have transitioned to serving as advisers and/or consultants to one or more Advisory Clients, in addition to, or in lieu of, services provided to King Street. Where it does so, King Street has the potential to be reimbursed for the costs associated with such service providers’ services, subject to the limitations described in the relevant Advisory Client Governing Documents, even if King Street previously bore such fees or expenses but subsequently determines to seek reimbursement for such fees or expenses from the Advisory Clients. King Street generally expects compensation or reimbursement associated with the engagement of such service providers to be commercially reasonable in relation to the services provided; however, such reimbursement will be at rates determined or substantively influenced by King Street in its sole discretion or in accordance with the Governing Documents of the respective Advisory Clients. In determining whether such compensation or reimbursement is consistent with market rates, King Street reserves the right to consider its experience with unaffiliated service providers, available benchmarking data and other methodologies it determines to be appropriate under the circumstances; however, any benchmarking is generally informal, periodic and based on general market or industry information, may not reflect asset‑specific characteristics or result in precise market terms and is therefore necessarily limited. Different market participants could reach different conclusions as to what is considered a market rate. There can be no assurance that no other service provider will be more qualified to provide the applicable services or could provide such services at lesser cost. The above description of Advisory Client expenses is not intended to be exhaustive; and the relative percentage of any expenses that are borne by various stakeholders (including the relevant Advisory Client, any co-investors, portfolio company management and other persons) is expected to depend upon the level at which such expenses are charged or incurred. For a description of the fees and expenses borne by each Advisory Client, please see the applicable Advisory Client’s Governing Documents. King Street bears its

own operating, general, administrative and overhead costs and expenses, other than the expenses borne by the Advisory Clients. In each case, expenses incurred and management fees and performance-based compensation earned through the date of termination are charged to the relevant Advisory Client. Please see Item 12 (Brokerage Practices) for a discussion of King Street’s brokerage practices.

Item 6. Performance-based fees and side-by-side management

As described in Item 5 (Fees and Compensation) above, the Advisory Clients pay King Street or its affiliates performance-based compensation. Additionally, RTCM’s ownership of the Risk Retention Interests of a Rockford Tower CDO gives King Street a material pecuniary interest in the performance of such Rockford Tower CDO. The fact that affiliates of King Street are compensated based on trading profits creates an incentive to make investments on behalf of the Advisory Clients that are riskier or more speculative than would be the case in the absence of such compensation.

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Additionally, to the extent that King Street affiliates are entitled to varying percentages of carried interest terms (including amount, timing, waterfall conditions or other terms) or performance reallocations from the Advisory Clients, King Street is subject to conflicts of interest to the extent it identifies investment opportunities as appropriate for the Advisory Clients from which the affiliates are entitled to receive a higher carried interest percentage. For example, King Street’s ability to receive management fees and performance-based compensation creates an incentive to allocate investments to certain Advisory Clients and not others. King Street has other policies and procedures in place designed to mitigate this conflict, including an allocation policy. Except with respect to Rockford Tower CDOs, the performance-based compensation received by the affiliates of King Street is based primarily on realized and unrealized gains and losses. As a result, some performance-based compensation may be based on unrealized gains that investors do not realize.

Item 7. Types of clients

King Street provides investment advice to the Advisory Clients disclosed above and may provide investment advisory services to other types of clients in the future. Please see Item 4 (Advisory Business).

Item 8. Methods of analysis, investment strategies and risk of loss

Primary Investment Strategies and Methods of Analysis King Street seeks to produce attractive, risk-adjusted returns throughout diverse market environments by capitalizing on what it perceives as mispriced investment opportunities. King Street takes a fundamental and research-intensive approach to investing, where downside risk assessment plays a key role in the investment process. King Street generally has broad discretionary authority to determine the investments to be traded and the strategy and approaches used to meet the overall investment objectives of each Advisory Client.

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Except as otherwise noted, the Funds generally seek to achieve their investment objectives by investing in instruments related to any level of an issuer’s capital structure (including, without limitation, bank debt, corporate bonds, trade claims, convertible securities, equities, credit default swaps, options and other derivatives, as well as the debt or equity of structured credit products) and across a broad spectrum of companies, industries and asset classes. The Funds invest directly in these instruments or indirectly through intermediate pooled entities, including special purpose vehicles, which are also managed by King Street for, among other things, pooling investments of multiple Funds. The Funds from time to time establish

both long and short positions and invest in initial public offerings of securities. More detailed information regarding King Street’s investment strategies and activities described below is set forth in the Governing Documents for the relevant Advisory Client. Long/Short Credit, Event-Driven and Real Estate Strategies King Street is a global alternatives firm with a robust platform encompassing multiple segments of the public and private markets. Since its founding in 1995, King Street has been evolving its skill set and has been tested by many economic cycles. Rigorous fundamental research married with tactical trading and exceptional sourcing is core to King Street’s investment process. King Street seeks to identify misunderstood investment opportunities. On the long side, this strategy focuses on companies, assets and instruments that King Street perceives are trading below their inherent value. These investments include companies King Street believes have fundamentally sound businesses that are experiencing financial distress or difficulty due to a challenging operating environment and/or inappropriate capital structures, including companies that are reorganizing under applicable bankruptcy laws, restructuring debt obligations outside of court, liquidating assets to pay off creditors or emerging from a recent financial restructuring. In addition, this strategy also involves investing in structured credit products, such as collateralized debt obligations, collateralized loan obligations and other asset-backed securities, when King Street believes they can be purchased at a discount to expected realizable cash flows. On the short side, this strategy involves implementing short positions in the securities of companies that King Street believes may deteriorate in credit quality due to operating or financial challenges, become subject to a leveraging event (such as a leveraged buyout or recapitalization) or have a negative catalyst in the future. In addition to directional long or short investments, intercapital trades comprised of both a long and short component are opportunistically implemented. Examples of such trades include basis trades between bonds and credit default swaps, trades that take a view on the steepness of an issuer’s credit curve, intercapital trades that are long a senior security and short a more junior security and pair trades between different issuers in related businesses. The real estate strategy involves investing in equity and debt interests in real estate and real estate-related assets through a global investment strategy across all major property types, focusing on situations that are out-of-favor, complex, misunderstood or in markets undergoing a transition. Investments are generally expected to exhibit one or more of the following characteristics: (i) located in a market with a supply/demand imbalance; (ii) owned by a motivated seller; (iii) situated in a dislocated market; and/or (iv) under-managed or under-invested. In particular, King Street invests in a variety of property types including development, retail, office, industrial, residential (including both single and multi-family units), hotel/lodging, multi-use and land, subject to the terms of the relevant Governing Documents. In addition to direct real estate investments, this strategy also includes investments in certain private instruments and public securities, such as equity interests, debt interests, debt- or equity-related interests, participations, leasehold interests, or other direct or indirect interests in or relating to single or multiple real estate properties or assets (including land, buildings and other improvements and related personal or intangible property), pools or portfolios of real estate properties or assets, partial interests or rights in real estate properties or assets, options, swaps, derivative instruments, futures contracts, forward commitments, rights of refusal, rights of offer and similar rights in respect of real estate properties or assets or portions thereof, and debt or equity securities and other interests in real estate or real estate-related companies (listed or non-listed).

Rockford Tower CDOs The Rockford Tower CDOs managed by RTCM will invest primarily in broadly syndicated loans and other similar obligations. Certain Funds have exposure to the Rockford Tower CDOs by virtue of direct investments and, indirectly, through their investment in RTCM, which retains Risk Retention Interests in the Rockford Tower CDOs. Co-Investments alongside Other Persons In connection with the foregoing strategies, Advisory Clients from time to time participate in coinvestments through partnerships, joint ventures, pooled investment vehicles, other Advisory Clients, other entities, or participations or other syndication arrangements alongside one or more third parties that act as co-venturer, partner, participant or sub-participant (including other Advisory Clients or investors of the Advisory Clients or parties with whom King Street otherwise has a relationship such as service providers, sponsors, market participants, finders, consultants, King Street personnel and/or certain other persons associated with King Street and/or its affiliates) (collectively, “Other Persons”) if King Street determines that such an arrangement represents a preferred way to access a particular investment opportunity or otherwise expand the investment expertise available to the Advisory Clients. To facilitate such investments, an Advisory Client from time-to-time pre-funds amounts on behalf of such Other Persons by way of a shortterm loan, interim purchase or otherwise (including where an Advisory Client purchases an investment with the intention of later syndicating a portion thereof to Other Persons). Summary of Certain Risk Factors Investing in securities and other instruments involves risk of loss that investors should be prepared to bear. The management style offered by King Street may be deemed speculative and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and are capable of bearing the risk of such an investment. No guarantee or representation is made that the Advisory Clients will achieve their investment objectives or avoid losses. The following is a brief summary of certain risks associated with King Street’s investment strategies. Please see the Governing Documents of each Advisory Client, including relevant sections on risk factors and conflicts of interest, for more detailed and specific information regarding the principal risks applicable to individual Advisory Clients. General – The investments of Advisory Clients are speculative and entail a significant degree of risk and, therefore, should be undertaken only by investors capable of evaluating the merits and risks of the Advisory Clients and bearing the risks they represent, including the potential loss of their entire investment. There can be no assurance that the Advisory Clients will be able to achieve their investment objectives or that significant losses will not be incurred. Market Risk – The Advisory Clients invest in and actively trade securities and other financial instruments or assets (including derivative instruments) utilizing strategies and investment techniques with significant risk characteristics, including risks arising from the volatility of the debt and equity markets. The prices of the financial instruments in which the Advisory Clients invest can be highly volatile. Price movements of equity, debt and other securities, instruments and assets in which the Advisory Clients are invested are influenced by, among other things, credit spreads, interest rates, foreign exchange rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. Moreover, war, political or economic crisis, financial fraud, or other events may occur which can be highly disruptive to the markets, regardless of the strategies being employed. In addition, governments from time to time

intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments and derivative instruments. Such intervention often is intended to directly influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction, because of, among other things, interest rate fluctuations. Sustained cyclical market declines and periods of unusual market volatility make it more difficult to produce positive trading results, and there can be no assurance that the Advisory Clients’ strategies will be successful in such markets. The Advisory Clients may also incur major losses in the event of disrupted and/or illiquid markets and other extraordinary events in which historical pricing relationships become materially distorted, including through government intervention. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. Market disruptions caused by unexpected political, military and terrorist events, losses due to natural disasters and other catastrophic events or government intervention in the markets may from time to time cause dramatic losses for the Advisory Clients, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Certain Advisory Clients are permitted to invest a portion of their respective assets in securities and instruments of issuers located outside the U.S. Many financial markets are not as developed or as efficient as those in the U.S., and as a result, liquidity may be reduced and price volatility may be higher. In addition, financial accounting standards and practices may differ, and there may be less publicly available information regarding issuers in such locations. Moreover, investing in “developing” or “emerging” markets involves additional risks and special considerations not typically associated with investing in other more established economies or securities markets. Credit Cycle – King Street’s investment strategies rely largely on the opportunities created by the various phases of the credit cycle and King Street’s ability to identify such phases and execute investment opportunities during them. There is no guarantee that attractive investment opportunities will be available if the credit cycle does not create such opportunities. Inflation – Inflation might adversely affect the Advisory Clients and the financial condition of the Advisory Client’s investments. Certain of the Advisory Client’s investments are expected to be in industries or asset classes that are impacted by inflation. For example, if companies or other issuers in which an Advisory Client invests are unable to pass increases in their costs of operations along to their customers, it could adversely affect their performance and limit their ability to pay interest and principal on loans or other debt instruments held by the Advisory Client, particularly if interest rates rise in response to inflation. In addition, the value of an Advisory Client’s investments could be adversely impacted due to inflation, resulting in realized losses that reduce returns for the Advisory Client. There can be no assurance that inflation will not become a serious problem in the future and have a material adverse impact on an Advisory Client’s performance. Deterioration of Credit Markets May Affect Ability to Finance and Consummate Investments – A deterioration of the global credit markets may make it more difficult for investment funds such as certain Advisory Clients to obtain favorable financing for investments. A widening of credit spreads, coupled with the deterioration of the sub-prime and global debt markets and a rise in interest rates, may reduce investor demand for high yield debt and senior bank debt, which in turn may lead some investment banks and other lenders to be unwilling to finance new investments or to only offer committed financing for these investments on unattractive terms. An Advisory Client’s ability to generate attractive investment returns may be adversely affected to the extent an Advisory Client is unable to obtain favorable financing terms for its investments. Moreover, to the extent that such marketplace events are not temporary and continue, they may have an adverse impact on the availability of credit to businesses generally and could lead to an

overall weakening of the U.S. and global economies. Such marketplace events also may restrict the ability of an Advisory Client to realize its investments at favorable times or for favorable prices. Outbreaks of Infectious or Contagious Diseases – Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, ebola and COVID-19 have resulted in market volatility and disruption, and future such emergencies have the potential to materially and adversely impact economic production and activity, all of which may result in significant losses to an Advisory Client. Public health emergencies could result in significant adverse impacts on the Advisory Clients. The extent of the impact of any such emergency depends on many factors, all of which are highly uncertain and cannot be predicted, which may impact King Street’s or its Advisory Clients’ ability to source, diligence and execute new investments and to manage, finance and exit investments in the future, or cause significant changes or reductions in revenue and growth, unexpected operational losses and liabilities, impairments to credit quality and reductions in the availability of capital (among a wide variety of other potential effects). In addition, the operations of the Advisory Clients, their investments, King Street and their respective affiliates could be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, restrictions on travel and movement, remote-working requirements and other social, political, financial, legal, regulatory and other factors related to an actual or threatened public health emergency, including its potential adverse impact on the health of any such entity’s personnel. These measures may also hinder such entities’ ability to conduct their affairs and activities as they normally would, including by impairing usual communication channels and methods, hampering the performance of administrative functions such as processing payments and invoices, and diminishing their ability to make accurate and timely projections of financial performance. Instrument and Strategy Risk – The Advisory Clients also face certain risks associated with the investment strategies and types of instruments in which they invest, including, but not limited to, the following: Debt and Credit-Related Instruments – Certain Advisory Clients make long and short investments in debt securities and other credit-related instruments without limitation. Debt and credit-related instruments are subject to interest rate risk, credit risk, risk of default, pre-payment risk and other risks. Lower-rated and unrated securities in which an Advisory Client may invest are subject to volatility, have large uncertainties or major risk exposures to adverse conditions, and are considered predominantly speculative. Distressed securities involve a substantial degree of risk, including high volatility, uncertainty of payment, risks and costs of litigation, corporate workouts and reorganizations. Investments in bankrupt and insolvent companies generally are illiquid and involve additional risks and costs. Risk of Investing in Debtor-in-Possession Financings – Certain Advisory Clients from time to time provide debtor-in-possession financing (“DIP Financing”) to companies who have filed for protection under chapter 11 of the U.S. Bankruptcy Code (such companies, a “DIP”). The security and seniority of any DIP Financing will be determined by a bankruptcy court. DIP Financings are most often revolving working-capital facilities put into place at the outset of the relevant proceedings to provide the DIP with both immediate cash and the ongoing working capital that will be required during the reorganization process. While DIP Financings may be generally less risky than many other types of loans as a result of their seniority in the debtor’s capital structure and because their terms have been approved by a court or other competent public authority, it is possible that the debtor’s reorganization efforts fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient to repay in full the DIP Financing. In particular, there is no assurance that the DIP Financing provided by an Advisory Client will be secured by a senior lien on the property of the DIP (a so-called “priming lien”). If an Advisory Client receives no liens to secure its DIP Financing, the Advisory Client will be an unsecured post-petition creditor with respect to a DIP Financing ranking ahead of the pre-petition and (if the DIP Financing is accorded

“super priority” status by the bankruptcy court) post-petition unsecured creditors of the DIP, but not ahead of pre-petition and post-petition secured creditors of the DIP (to the extent of the value of the assets collateralizing such creditors’ claims), and the unencumbered assets of the DIP may be insufficient to make the scheduled payments to the Advisory Client. In addition, the Advisory Client may experience a substantial or complete loss on an unsecured DIP Financing in the event a DIP converts its chapter 11 filing to chapter 7 liquidation. In such event, the administrative expenses of liquidating the DIP after such conversion will rank above the DIP Financing and the Advisory Client’s status as a “super priority” lender may apply only with respect to the DIP’s prepetition and pre-conversion post-petition unsecured creditors. If the DIP Financing is granted liens (even on a non-priming basis), such liens (to the extent of any collateral covered thereby) will rank ahead of any administrative expense claims arising following the conversion to a chapter 7 case. Risk of Investing in Exit Financings – Certain Advisory Clients from time to time invests in companies that are in the process of exiting, or that have recently exited, the bankruptcy process. Post-reorganization securities typically entail a higher degree of risk than investments in securities that have not undergone a reorganization or restructuring. Moreover, post-reorganization securities can be subject to heavy selling or downward pricing pressure after the completion of a bankruptcy reorganization or restructuring. If King Street’s evaluation of the anticipated outcome of an investment situation should prove incorrect, the Advisory Client could experience a loss. Special Situations and Event-Driven Investments – Certain Advisory Clients invest in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, refinancings, recapitalizations, receivership, bankruptcies or other changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, take considerable time or will result in a distribution to an Advisory Client of cash or a new security, the value of which will be less than the purchase price of the security in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, an Advisory Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which an Advisory Client may invest, there is a potential risk of loss by the Advisory Client of its entire investment in such companies. Bank Debt – The investment program of certain Advisory Clients includes direct or indirect investments in bank debt, including leveraged loans. These obligations are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lender-liability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; (iv) limitations on the ability of an Advisory Client to directly enforce its rights with respect to participations; (v) limitations on the ability to transfer the investment due to restrictions imposed by the borrower; and (vi) possible equitable subordination. In analyzing such transactions, King Street compares the relative significance of the risks against the expected benefits of the investment. Successful claims by third parties arising from these and other risks are borne by the applicable Advisory Clients. Borrower-Initiated Transactions; Liability Management Exercises - Certain Advisory Client investments may be subject to the risk of being subordinated, “primed,” or otherwise disadvantaged in connection with certain borrower-initiated transactions. These transactions may include, but are not limited to, debt restructurings, amendments, or other strategic maneuvers by the borrower that alter the priority of claims amongst creditors. Notably, in recent years, certain borrowers have employed strategies where collateral or assets have been transferred to new entities or tranches of debt, effectively subordinating or diluting the claims of existing creditors. Such actions may be

undertaken without the consent or knowledge of all creditors and can result in the significant decrease in the value of the Advisory Client’s investments, reduced recovery prospects, or even the complete loss of principal. An Advisory Client may be at a disadvantage if it is unable to predict, influence or participate in such transactions, leading to outcomes that might adversely impact the Advisory Client’s performance. In addition, such Advisory Client might lose any ability it has to influence or block unfavorable amendments, restructurings, or other transactions that could negatively impact its investments. Similarly, investments in companies engaged in liability management exercises (“LMEs”), carry specific risks, including the potential for these exercises to fail in achieving their intended objectives. LMEs may result in unfavorable outcomes for creditors, such as subordination, dilution of claims, or the impairment of the original terms of the debt. The success of LMEs often depends on broader market and credit considerations and the financial health of the company, which may not always align with anticipated outcomes. As a result, there is a risk that LMEs (whether or not successful) could negatively impact the Advisory Client’s investments. Risks Associated with Secured Loans and Asset-Based Lending – While Advisory Clients from time to time invest in secured loans that are over-collateralized at the time of the investment, they could nonetheless be exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying collateral, the creditworthiness of the borrower and the priority of the security interests are each of great importance. King Street cannot guarantee the adequacy of the protection of the Advisory Client’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, King Street cannot assure that claims will not be asserted that might interfere with enforcement of an Advisory Client’s rights. In addition, in the event of any default under a secured loan held directly by an Advisory Client, the Advisory Client will bear a risk of loss of principal to the extent of any deficiency between the value of the collateral and the principal and accrued interest of the secured loan, which could have a material adverse effect on the Advisory Client’s performance. In the event of a foreclosure, there is a possibility that an Advisory Client will assume direct ownership of the underlying asset. The liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Advisory Client. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. Risks Associated with Senior Direct Lending – Certain Advisory Clients, from time to time, make investments in the senior debt of companies directly. Such investments are often negotiated directly with the company itself, with a private equity sponsor or with another third party, as applicable. As a result, these investments may not be broadly syndicated to a large, diverse group of lenders by a financial institution in the manner of typical bank loans, high yield bonds or other similar assets in which an Advisory Client is permitted to invest. The Advisory Client may be the only lender or part of a small, concentrated group of lenders invested in this part of the company’s capital structure. These investments are generally highly illiquid. There is a risk that the Advisory Client may not be able to sell or otherwise dispose of these assets or that any such disposition may be on terms that are not favorable to the Advisory Client. Risks Associated with the Direct Lending Sector – Certain Advisory Clients are permitted to engage in originating, lending and/or servicing loans, and may therefore be subject to U.S. federal, state and foreign regulation, borrower disclosure requirements, limits on fees and interest rates on some loans, state lender licensing requirements and other regulatory requirements in the conduct of its business as they pertain to such transactions. These Advisory Clients may also be subject to consumer disclosures and substantive requirements on consumer loan terms and other federal

regulatory requirements applicable to consumer lending that are administered by the U.S. Consumer Financial Protection Bureau and other applicable state, federal and foreign regulatory authorities. Additionally, given the sector’s relatively short history, it may be difficult for an investor to assess the potential future performance, regulation, taxation and risks associated with expanding activity by private funds in this sector. For example, as the direct lending sector continues to develop, new regulations may be promulgated by U.S. and non-U.S. governments and regulators which can impact the operations of private funds seeking to pursue a direct lending strategy in U.S. and non-U.S. countries. There can be no assurance that such new regulations, if implemented, will not have a negative impact on an Advisory Client and the Advisory Client’s investments in the applicable jurisdiction. Direct lending by private funds may be riskier than other more established asset classes in which private funds have historically invested. When originating loans, King Street will generally have to rely more on its own resources to conduct due diligence with respect to the borrowers, the value of the assets collateralizing these loans or the prospects for a repayment or a successful reorganization or similar action, which will likely be more limited than the diligence conducted for a broadly syndicated transaction involving an underwriter or arranger. The level of analytical sophistication, both financial and legal, necessary for successful financing to companies, particularly companies experiencing significant business and financial difficulties is unusually high. Further, an Advisory Client will compete with a broad spectrum of lenders, some of which may have greater financial resources than the Advisory Client, and some of which may be willing to lend money on better terms (from a borrower’s standpoint) than the Advisory Client. Increased competition for, or a diminution in the available supply of, qualifying loans may result in lower yields on such loans, which could reduce returns to the Advisory Client. Risk of Investing in Unitranche Loans – Certain Advisory Clients from time to time make investments in unitranche loans to companies. These investments are a hybrid type of financing which combines traditional senior and subordinated debt into one asset using an interest rate somewhere between the senior and subordinated interest rates that would ordinarily exist. Such loans are typically made to middle market companies. An investment in a unitranche loan has a higher risk of economic loss or default than senior debt, and unitranche lenders do not typically benefit from the priority of repayment available to senior debt investors. Companies with unitranche loans in their capital structure, furthermore, may be structured in this manner because they cannot obtain financing through a more traditional senior and subordinated structure. These investments are therefore inherently riskier than investments in similar companies with more traditional capital structures, and an Advisory Client therefore incurs a greater risk of economic loss in making these investments. Risk of Investing in Mezzanine Debt – The mezzanine investments in which certain Advisory Clients from time to time invest are typically contractually or structurally subordinate to senior indebtedness, or effectively subordinated as a result of being unsecured debt and therefore subject to the prior repayment of secured indebtedness to the extent of the value of the assets pledged as security. In some cases, the subordinated debt held by an Advisory Client has in the past and may in the future be subject to the prior repayment of different classes of senior debt that is “layered” ahead of the debt held by the Advisory Client. In the event of financial difficulty on the part of an investment, such class or classes of senior indebtedness ranking prior to the debt held by the Advisory Client, and interest thereon and related expenses, generally must first be repaid in full before any recovery will be had on the Advisory Client’s mezzanine or other subordinated investment. Subordinated investments are characterized by greater credit risks than those associated with the senior or senior secured obligations of the same issuer. In addition, under certain

circumstances the holders of the senior indebtedness will have the right to block the payment of interest and principal on the Advisory Client’s mezzanine investment and to prevent the Advisory Client from pursuing their remedies on account of such non-payment against the borrower. Further, in the event of any debt restructuring or workout of the indebtedness of any borrower, the holders of the senior indebtedness will likely control the creditor side of such negotiations. Many issuers of mezzanine debt are highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. In addition, many issuers of mezzanine debt are in poor financial condition, experiencing poor operating results, have substantial capital needs or negative net worth or face special competitive or product obsolescence problems, and sometimes include companies involved in bankruptcy or other reorganizations or liquidation proceedings. Adverse changes in the financial condition of an issuer, general economic conditions, or both, typically impair the ability of such issuer to make payments on subordinated securities and result in defaults on such securities more quickly than in the case of the senior obligations of such issuer. Finally, the market values of certain of this mezzanine debt reflect individual corporate developments. Mezzanine debt is also issued in the form of zero-coupon or deferred interest bonds, which are bonds issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the bond at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. These investments typically experience greater volatility in market value due to changes in the interest rates than bonds that provide for regular payments of interest. Risk of Investing in Growth-Oriented Companies – Investments in growth-oriented companies in the expansion or unprofitable stage involve substantial risks, as these companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. In addition, such companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire other businesses or develop new products and markets. These activities by definition involve a significant amount of change in a company and could give rise to significant problems in sales, manufacturing and general management of these activities. In addition, these companies may (a) be operating at a loss or have significant variations in operating results, (b) require substantial additional capital to support their operations, finance expansion or maintain their competitive position, (c) rely on the services of a limited number of key individuals, as the loss of any could significantly adversely affect a company’s performance, (d) face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified management and technical personnel, and (e) otherwise have a weak financial condition or be experiencing financial difficulties that could result in insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant company. Real Estate Investments – Real estate investments generally will be subject to the risks incident to the ownership, development and operation of real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate, including risks associated with both the domestic and international general economic climates; changes in interest rates; local, national or international real estate conditions (such as oversupply of space or a reduction in demand for space); risks due to dependence on cash flows; risks and operating problems arising out of the

absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over building, rental rates, attractiveness and changes in the relative popularity types and locations); the financial condition of tenants, buyers and sellers of properties; changes in operating costs and expenses; uninsured losses or delays from casualties or condemnation; limitations on rents; changes in availability of debt financing; energy and supply shortages; changes in tax, real estate, environmental and zoning laws and regulations and fiscal policies; risks due to environmental liabilities, contingent liabilities, or successor liability for investments in existing entities (e.g., buying out a distressed partner or acquiring an interest in an entity that owns a real property); unusual or concealed sited conditions (including artifacts, fossils, relics or archaeological, historic or cultural findings); work stoppages, strikes, union relations and contracts, and/or other labor related factors; various uninsured or uninsurable risks; natural disasters, acts of God, acts of war (declared or undeclared), or terrorist acts; and the ability of the Advisory Client or third party borrowers to manage the real properties. The relevant Advisory Clients incur the burdens of ownership of real property, which include the paying of expenses and taxes (such as mortgage payments, real estate taxes and maintenance costs), maintaining such property and any improvements thereon, and ultimately disposing of such property. In addition, the relevant Advisory Clients’ choices with respect to which management companies to work with in connection with their real estate investments could adversely affect such Advisory Clients. Real estate investments are not as liquid as some other types of investments and this decreased liquidity has the potential to limit the ability of the Advisory Clients to react promptly to changes in economic or other conditions. Development and Construction or Renovation Risks – Real estate investments may include acquisition of direct or indirect interests in undeveloped land or underdeveloped real property (which may often be non-income producing), real estate developments or redevelopments and/or businesses that engage in real estate development or redevelopment. To the extent that an Advisory Client invests in such assets or activities, it will be subject to the risks normally associated with such assets and development activities, including the possibility of development cost overruns and delays due to various factors (including inclement weather, labor or material shortages, the unavailability of construction and permanent financing and timely receipt of zoning and other regulatory approvals), the availability of both construction and permanent financing on favorable terms and market or site deterioration after acquisition. Any unanticipated delays or expenses could have an adverse effect on the results of operations and financial condition of the relevant Advisory Client. 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 continue to experience operating deficits after the date of completion. In addition, market conditions may change during the course of development that makes such development less attractive than at the time it was commenced. Risk of Investing in Real Estate Debt – Certain Advisory Clients could hold direct or indirect investments in certain real estate-related debt instruments. In addition to the risks of borrower default (including loss of principal and nonpayment of interest) and the risks associated with real estate investments generally, real estate-related debt investments are subject to a variety of risks, including the risks of illiquidity, lack of control, mismanagement or decline in value of collateral, contested foreclosures, bankruptcy of the debtor, claims for lender liability, violations of usury laws and the imposition of common law or statutory restrictions on the exercise of contractual remedies for defaults of such investments. Risks Associated with Mortgage Investments – Certain Advisory Clients could originate, participate in and/or acquire real estate loans that are non-recourse to the borrower. Mortgage

investments have special inherent risks relative to collateral value. If an Advisory Client makes or acquires subordinated or “mezzanine” debt investments, it does not anticipate having absolute control over the underlying collateral as the Advisory Client will be dependent upon third party borrowers and agents, with rights subordinate to those of senior lenders. In certain circumstances, the Advisory Client’s loans may not be secured by a mortgage, but instead by such other collateral that may provide weaker rights than a mortgage. In an event of default, the Advisory Client’s source of repayment will be limited to the value of the collateral and may be subordinate to other lienholders. The collateral value of the property may be less than the outstanding amount of the Advisory Client’s investment. Original Issue Discount and Payment-in-Kind – Certain Advisory Clients’ investments have in the past and may in the future include original issue discount (“OID”) and payment-in-kind (“PIK”) interest income instruments. To the extent OID and PIK constitute a portion of an Advisory Client’s income, the Advisory Client will be exposed to typical risks associated with such income being required to be included in accounting income prior to receipt of cash, including that OID and PIK instruments may have unreliable valuations because the accruals require judgments about collectability, and OID and PIK instruments can create heightened credit risks because the inducement to the borrower to accept higher interest rates in exchange for the deferral of cash payments typically represents, to some extent, speculation on the part of the borrower. Potential Early Redemption of Some Investments – Loans frequently permit or require prepayments, which when made reduce the actual outstanding debt on which an Advisory Client derives interest income, sometimes with no or a nominal prepayment premium. The degree to which a borrower prepays a loan could be affected by prevailing interest rates, general business conditions, the financial condition of the borrower and competitive conditions among lenders, among others. In the event an Advisory Client receives proceeds from an investment earlier than it had anticipated, there is no assurance that the Advisory Client will be able to reinvest such proceeds. An Advisory Client’s inability to reinvest such proceeds could materially affect the performance of the Advisory Client. Risks Associated with Portfolio Purchases – Certain Advisory Clients from time to time invest in portfolios of loans and other assets sold by hedge funds, business development corporations, national and regional commercial banks, specialty finance companies and other types of financial firms. The performance of individual assets in such a portfolio will vary, and the return on an Advisory Client’s investment in a portfolio may not exceed the returns the Advisory Client would have received had it purchased some, but not all, of the assets contained in such portfolio. These assets also could be volatile and difficult to value. King Street is unlikely to be able to evaluate the credit or other risks associated with each of the underlying borrowers or negotiate the terms of underlying loans as part of their acquisition but instead must evaluate and negotiate with respect to the entire portfolio. As a result, one or more of the underlying loans in a portfolio may not include some of the characteristics, covenants and/or protections generally sought when an Advisory Client acquires or originates individual loans. Furthermore, while some defaults are expected to occur in portfolios, defaults in or declines in the value of investments in excess of these expected default amounts will have a negative impact on the value of the portfolio and could reduce the return (or increase the losses) that an Advisory Client realizes from such portfolio. Trade Claims and Similar Claims – Certain Advisory Clients invest in unsecured claims held by entities owed for goods, services or other losses against companies that have filed for bankruptcy protection (such claims are known as “trade claims”). Because of the absence of a regulated market for trade claims and the decreased transparency of pricing information with respect to trade claims (and the resulting difficulties in determining market values for them), as well as the risk that such

claims may be disallowed, reduced or given lower priority by the bankruptcy court or treated differently from other forms of debt under the debtor’s plan of reorganization approved by the bankruptcy court, an Advisory Client may suffer significant losses. Risk of Investing in Accounts Receivable – Certain Advisory Clients are permitted to invest in commercial and/or business accounts receivable and such Advisory Clients’ portfolios could include consumer accounts receivable, in each case, including those relating to credit cards, automobile loans, healthcare and student loans and leases. The ability to collect on accounts receivable is dependent on the performance of a servicer and/or any appointed sub-servicer, as applicable. The servicer or any appointed sub-servicer, as applicable, may be able to commingle funds relating to a transaction (such as collections from the receivable, loans and proceeds from the disposition of any repossessed collateral, such as repossessed vehicles) with its own funds for a period of time. Commingled funds may be used or invested by the servicer or any appointed subservicer, as applicable, at its own risk and for its own benefit. If the servicer and/or any appointed sub-servicer, as applicable, were unable to remit those funds or the servicer and/or any appointed sub-servicer, as applicable, were to file for bankruptcy or become insolvent, delays or reductions in the receivables may occur. Additionally, while servicers are often subject to regulation by certain government agencies, including the U.S. Office of the Comptroller of the Currency, the U.S. Federal Deposit Insurance Corporation and their foreign counterparts, a sub-servicer may or may not be subject to such regulation. If a servicing arrangement or activities were found to constitute unsafe or unsound banking practices, such government agencies may take regulatory action against the servicer (and/or an appointed sub-servicer to the extent such sub-servicer is subject to such regulation), which could result in losses or delays in payment. Furthermore, consumer obligations are subject to various consumer protection laws which regulate the creation and enforcement of such obligations. The violation of such laws by lenders, originators, servicers and their affiliates and service providers (including any appointed sub-servicers, which may not be regulated to the same degree as servicers) may permit borrowers to reduce their obligation to pay the amount of receivables they owe or result in liability for consumer remediation, penalties or fines. Similarly, if a borrower were to seek protection under U.S. federal or state or foreign bankruptcy, insolvency or debtor relief laws, a court could reduce or discharge completely the borrower’s obligations to repay amounts due on its receivable. Certain assets underlying accounts receivable, such as student loans and credit cards, are subject to extensive regulation that might have an adverse impact on the value of the accounts receivable acquired by an Advisory Client. Structured Credit Products – Certain Advisory Clients are permitted to invest in structured credit products, including both new issues and secondary-market investments. These products include, but are not limited to: collateralized debt obligations (“CDOs”) (including collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and similar structured products); mortgage-backed securities (including residential and commercial mortgage-backed securities) or collateralized mortgage obligations; other asset-backed securities, such as automobile and credit card-backed securities; and structured investment vehicles. Structured credit products generally are collateralized investment products where repayment is derived from the performance of the underlying assets or other reference assets, or by third parties that serve to enhance or support the structure. Given the complexity of many structured credit products, including the composition and credit characteristics of the underlying collateral, credit risk associated with these products is difficult to measure. Therefore, these products may be subject to significant credit risk, including risk of default or downgrade. In addition, such Advisory Clients will have limited remedies available upon the default of most structured credit products. Moreover, due to a lack of an active secondary market for structured credit products, they generally are illiquid and difficult to value. Structured credit products are also subject to correlation risk, interest rate risk, market risk and

operational risk, which have generated significant losses for some structured credit products during credit market turmoil. Structured credit products purchased by an Advisory Client may be unrated or non-investment grade. Interests in unrated and non-investment grade structured credit products are subject to a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative. Risk of Investing in CDO, CBO and CLO Investments – Advisory Clients invest, directly or indirectly, in CDOs, which are subject to credit, liquidity, correlation and interest rate risks. Certain CDO securities purchased by Advisory Clients may be unrated or non-investment grade. Unrated and non-investment grade CDO securities are subject to a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions or both may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative. In addition, as a holder of CDO equity, an Advisory Client will have limited remedies available upon the default of the CDO. The value of the CDO securities owned by an Advisory Client generally will fluctuate with, among other things, the financial condition of the obligors on or issuers of the underlying portfolio of assets of the related CDO (the “CDO Collateral”), general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Consequently, holders of CDO securities must rely solely on distributions on the CDO Collateral or proceeds thereof for payment in respect thereof. If distributions on the CDO Collateral are insufficient to make payments on the CDO securities, no other assets will be available for payment of the deficiency and following realization of the CDO securities, the obligations of such issuer to pay such deficiency generally will be extinguished. Moreover, there is a potential for conflicts of interest if the CDO manager has other interests relating to the CDO Collateral. CDO Collateral may consist of high yield debt securities, bank debt, asset-backed securities, credit default swaps and other instruments, which often are rated below investment grade (or of equivalent credit quality). High yield debt securities generally are unsecured (and bank debt may be unsecured), and may be subordinated to certain other obligations of the issuer thereof. The lower ratings of high yield securities and below investment grade bank debt reflect a greater possibility that adverse changes in the financial condition of an issuer or in general economic conditions, or both, may impair the ability of the related issuer or obligor to make payments of principal or interest. Such investments may be speculative and inherently involve a significant amount of leverage. Leverage is typically embedded in all CDO investments. The securities of a CDO are generally divided into multiple tranches with CDO equity securities having the highest implicit leverage, followed by the subordinated debt securities and then the senior debt securities. While such leverage presents opportunities for increasing an Advisory Client’s total return, it has the effect of potentially increasing losses as well. Accordingly, any event that adversely affects the value of an investment in a CDO would be magnified to the extent of that CDO security’s embedded leverage. Moreover, CDOs and similar instruments can be embedded within one another (e.g., CDO) where leverage and risk of loss can be even further magnified. To the extent that any losses are incurred by a CDO in respect of its related CDO Collateral, such losses will be borne first by the holders of the related CDO equity, next by the holders of any related subordinated CDO debt and finally by the holders of the related CDO senior tranches. In addition, if an event of default occurs under the governing document or underlying investment, as long as

any CDO senior tranches are outstanding, the holders thereof generally will be entitled to determine the remedies to be exercised under the document governing the CDO. Remedies pursued by such holders could be adverse to the interests of the holders of any related subordinated CDO debt or CDO equity. Conflicts can also arise among bondholders, including between different classes of bondholders, that may impact performance or increase expenses. Issuers of CDO securities may acquire interests in bank debt and other debt obligations by way of sale, assignment or participation. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. In purchasing participations, an issuer of CDO securities will usually have a contractual relationship only with the selling institution, and not the borrower. The CDO generally will have no right directly to enforce compliance by the borrower with the terms of the bank debt agreement, nor any rights of set-off against the borrower, nor will it have the right to object to certain changes to the bank debt agreement agreed to by the selling institution. The CDO may not directly benefit from the collateral supporting the related bank debt and may be subject to any rights of set-off the borrower has against the selling institution. In addition, in the event of the insolvency of the selling institution, under the laws of the U.S. and the states thereof as well as in certain international jurisdictions, the CDO may be treated as a general creditor of such selling institution, and may not have any exclusive or senior claim with respect to the selling institution’s interest in, or the collateral with respect to, the loan. Consequently, the CDO may be subject to the credit risk of the selling institution as well as of the borrower. In addition, the lack of an established, liquid secondary market and/or trading restrictions for some CDO securities (CDO equity securities in particular) may have an adverse effect on the market value of those CDO securities and will in most cases make it difficult to dispose of such CDO securities. Therefore, if an Advisory Client decides to dispose of any particular CDO security, no assurance can be given that it will be able to dispose of such CDO security at the prevailing market price, if at all. Advisory Clients may acquire exposure to CDO debt and equity securities synthetically with a synthetic asset counterparty through products such as CDS, total return swaps, credit linked notes, structured notes, trust certificates and other derivative instruments. The synthetic asset could take many forms, including a credit derivative transaction which references a CDO debt or equity security or a credit derivative transaction which references a portfolio of corporate reference entities or a portfolio of reference obligations consisting of loans, high yield bonds or other financial instruments (each, a “Reference Obligation”). Synthetic exposure to such Reference Obligations presents risks in addition to those resulting from direct purchases of such CDO debt and CDO equity. Advisory Clients will have a contractual relationship only with the synthetic asset counterparty, and not with the issuer(s) of the Reference Obligations unless a credit event occurs with respect to any such Reference Obligation, physical settlement applies and the synthetic asset counterparty delivers the Reference Obligation to an Advisory Client. Other than in the event of such delivery, an Advisory Client generally will have no right directly to enforce compliance by the issuer(s) with the terms of any such Reference Obligation and an Advisory Client will not have any rights of set-off against such issuer(s). In addition, an Advisory Client generally will not have any voting or other consensual rights of ownership with respect to the Reference Obligation. An Advisory Client also will not directly benefit from any collateral supporting the Reference Obligation and will not have the benefit of the remedies that would normally be available to a holder of such Reference Obligation.

In the event of the insolvency of the synthetic asset counterparty, an Advisory Client will be treated as a general creditor of such counterparty, and will not have any claim of title with respect to the Reference Obligation. Consequently, an Advisory Client will be subject to the credit risk of the synthetic asset counterparty, as well as that of the issuer(s) of the Reference Obligations. U.S. and non-U.S. regulators have increased their focus on CDOs, including with respect to risk retention and reporting. New rules and regulations, including proposed rules and regulations that may change before becoming final, may adversely affect the issuers of CDO securities or the marketability of such securities. Costs of compliance with such rules and regulations may also reduce an Advisory Client’s return on CDO investments (including CBO and CLO investments). Rockford Tower CDOs – As discussed above, certain Funds invest in the Rockford Tower CDOs on a direct basis, as well as on an indirect basis through their investment in RTCM and its ownership of Risk Retention Interests. An investment in the interests of a Rockford Tower CDO differs from an investment in the assets held by the Rockford Tower CDO. There are numerous risks associated with an investment in CLOs and CBOs generally, as noted above, and a Rockford Tower CDO in particular, including that interests in a Rockford Tower CDO (including Risk Retention Interests) have limited liquidity and there are restrictions on their transfer. Investors who make a direct investment in Rockford Tower CDO securities should carefully review a Rockford Tower CDO’s offering documents before investing. Warehouse Facilities – Certain Advisory Clients from time to time invest in “warehouses” that hold assets (“Warehouse Facilities”) until such assets are accumulated and securitized, including in cases where such Advisory Clients are not expected to own any of such assets after such securitization or invest in the securitization vehicle. Warehouse Facilities in which certain Advisory Clients invest have related to Rockford Tower CDOs, and may in the future relate to other potential Rockford Tower CDOs or to other securitizations. In the event that an Advisory Client invests in a Warehouse Facility, it will assume the risk of market value and credit quality changes in the warehoused assets, as well as any adverse developments in the capital markets generally, from the date such warehoused assets are acquired into the Warehouse Facility until the securitization date (if any). Any investments in Warehouse Facilities are expected to be redeemed in connection with the securitization of the warehoused assets, generally in an amount equal to the warehouse investment plus interest in respect of warehoused assets prior to securitization (net of any financing costs), unless King Street determines that another redemption price is appropriate under the circumstances, particularly in light of declines in market values or realized losses in respect of the warehoused assets. There is no assurance an Advisory Client will be offered the opportunity to invest in a Warehouse Facility or profit from such investments. There is a risk that the warehoused assets cannot be securitized in whole or in part, including due to the inability to accumulate sufficient assets for such securitization purposes (in which case an Advisory Client would likely be required to hold the related assets until maturity or liquidation). Further, there can be no assurance that, following the securitization, the Advisory Client will own any of the assets that have been securitized as they may be sold to other Advisory Clients or third parties, and in such case, the Advisory Client will not receive the benefit of owning any of such securitized assets. Risk Retention Rules – To the extent required under applicable law, including any risk retention rules (such applicable laws, if any, the “Risk Retention Rules”), RTCM or an affiliate thereof will retain Risk Retention Interests in the Rockford Tower CDOs that it manages, including in the case that it no longer serves as collateral manager. Under the U.S. Risk Retention Rules, except to the extent not applicable to a manager of an open-market CLO, an entity acting as a “sponsor” of a

“securitization transaction” is generally required to retain at least 5% of the credit risk of the assets it securitizes (the “Retained Interest”) either directly or through a “majority-owned affiliate,” as such terms are defined for purposes of the U.S. Risk Retention Rules, and reserves the right to use third-party financing for any such amounts required to be retained, as permitted under the Risk Retention Rules and applicable governing agreements. The purpose of the retention requirement is to require that sponsors of securitization transactions have “skin-in-the-game” with respect to those transactions. Further, the environment in which RTCM operates is subject to significant regulation, and there can be no assurance that King Street will satisfy these requirements, potentially limiting the ability of King Street to make investments in such transactions, structures or arrangements. The impact of the Risk Retention Rules on the securitization market may negatively impact the value of Rockford Tower CDOs and their underlying assets. Derivatives – Certain Advisory Clients extensively use derivatives, including futures, options, swaps and forward contracts, in their investment program for speculative and hedging purposes. The use of such instruments entails various risks, including pricing, legal, counterparty, operational, liquidity and leverage risks. Derivative instruments purchased or sold by an Advisory Client include privately negotiated principal-to-principal transactions in which performance is the responsibility of the individual counterparty and not an organized execution facility, exchange or clearinghouse. The risk of nonperformance by the counterparty on such transactions may be greater and the ease with which an Advisory Client can replace such transactions with another counterparty may be less than in the case of exchange-traded instruments. Other risks include the risk of mispricing or improper valuation of derivatives and the inability of derivatives to correlate perfectly with underlying assets, rates and indices. Such transactions are also not subject to the same type of government regulation as exchange-traded instruments, and therefore many of the protections afforded to participants in a more regulated environment may not be available. Certain hedging arrangements may create for King Street and/or one of its affiliates an obligation to register with the U.S. Commodity Futures Trading Commission (the “CFTC”) or other regulator or comply with an applicable exemption. Losses may result to the extent that the CFTC or other regulator imposes position limits or other regulatory requirements on such hedging arrangements, including under circumstances where the ability of an Advisory Client or a portfolio company to hedge its exposures becomes limited by such requirements. In parallel with the Dodd-Frank Act and other initiatives in the U.S., steps are also being taken to regulate over-the-counter derivatives contracts in the European Union, which could result in additional regulatory and operational risks to the Advisory Clients’ transactions in derivatives in the European Union and/or could adversely impact the ability of the Advisory Clients to adhere to their respective investment approaches and achieve their respective investment objectives. Short Selling – An Advisory Client’s investment strategy may involve entering into short sale positions, both directly and indirectly through the use of credit default swaps, options and other derivative instruments. An Advisory Client is also permitted to engage in short selling as part of its hedging activities. In certain cases, 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 an Advisory Client of buying that security to cover the short position. If an Advisory Client is not able to maintain the ability to borrow securities sold short, it 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 in the market. Additionally, certain market participants could accumulate such securities in a “short squeeze,” which would reduce the available supply, and thus increase the cost, of such securities. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss.

Equity Instruments – Certain Advisory Clients are permitted to invest their assets in equity securities, including preferred or common stocks, and there may be no limitation on the type, size or operating experience of the issuers in which such Advisory Clients are permitted to invest. A number of King Street’s strategies are based on attempting to predict the future price level of different equity or equity-related securities. Numerous interrelated and difficult-to-quantify economic factors, as well as market sentiment, subjective and extraneous political, climate-related and geopolitical factors influence the prices of equities. There can be no assurance that King Street will be able to predict future price levels correctly. Advisory Clients may suffer losses if the performance of equity investments diverge from King Street’s expectations or if equity markets generally move in a single direction and an Advisory Client is not hedged against such a move. Given their subordinate position in the issuer’s capital structure, equity investments generally have greater price volatility than fixed income and other investments with a scheduled stream of payments. In the event of a bankruptcy or insolvency of an issuer, investments in equity generally lack the downside protection afforded to creditors. While diversification among issuers may mitigate these risks, an Advisory Client is not required to diversify its investments in equity securities, and investors should expect fluctuations based on market conditions in the value of equity securities held by the relevant Advisory Clients. Risks Relating to Debt and Equity Investments in SPACs – Certain Advisory Client are permitted to make investments in affiliated or unaffiliated SPACs. Any SPAC in which an Advisory Client directly or indirectly invests will be a newly formed company with no operating results that may not commence formal operations until obtaining funding through an initial public offering. SPACs often operate at a loss or with substantial variations in operating results from period to period and generally need substantial additional invested capital to support expansion or to achieve or maintain a competitive position. In addition, each SPAC, at the time of its formation, will have no plans, arrangements or understandings with any prospective target business concerning an initial business combination and may be unable to complete its initial business combination. Furthermore, the existence of sponsor interests and other compensation from a SPAC creates an incentive for the sponsor to pursue the consummation of an initial business combination in order to secure the value of such interests, even where such a combination may not be in the best interest of the SPAC shareholders (including the Advisory Client). Certain Advisory Clients are permitted to invest in privately sourced and structured convertible and equity-linked securities of public companies (“PIPEs”), including in connection with an Advisory Client’s direct or indirect investment in a SPAC. If an Advisory Client invests in the common equity of a SPAC, its only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising its redemption rights as a public shareholder in connection with the initial business combination. If an Advisory Client invests in a SPAC through a private placement, the Advisory Client could be subject to certain restrictions, such as requiring the Advisory Client to vote in favor of a proposed initial business combination, not to redeem the shares purchased by the Advisory Client, and not to otherwise buy, sell or hedge securities of the SPAC for a specified period of time. Illiquid Investments – Certain of the investments of the Advisory Clients may be or become illiquid and involve a high degree of business and financial risk that could result in substantial losses. In particular, the investments made by the Real Estate Funds are generally private, illiquid and longterm in nature. Because of the absence of active or regulated trading markets for illiquid investments, and because of the difficulties in determining market values accurately, it may take an Advisory Client longer to liquidate these positions (if they can be liquidated) than would be the case for more liquid investments. The prices realized on the resale of illiquid investments could be less than those originally paid by an Advisory Client. Further, companies whose securities are not

publicly listed may not be subject to public disclosure and other investor protection requirements applicable to issuers of publicly traded securities. Special Investments – From time to time, certain Hedge Funds invest in assets or securities that King Street believes either lack a readily assessable market value or should be held until the resolution of a special event or circumstance. King Street is permitted, in its sole discretion, to designate such assets or securities (together with related hedges, financings or similar investments) as special investments (each, a “Special Investment”). Notwithstanding the foregoing (and subject to the following sentence), as of April 1, 2020, King Street determined that it would no longer designate newly initiated investments as Special Investments. Notwithstanding the foregoing, King Street is permitted to invest in newly initiated Special Investments and allocate such investments solely to investors of relevant Hedge Funds that have, subject to the approval of King Street, elected to have a portion of their investment in such Hedge Funds allocated to such newly initiated Special Investments. Special Investments are subject to additional risks, including the risks associated with illiquid investments described above. Additional information regarding Special Investments will be made available to current or qualified prospective investors upon request. Illiquidity of the Real Estate Funds; Lack of Current Distributions – An investment in the Real Estate Funds is an illiquid investment. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is generally expected that this will not occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Real Estate Fund (and the management fee payable to the investment manager) may exceed its income, and is generally expected to do so during the early years of a Real Estate Fund, thereby requiring that the difference be paid from the Real Estate Fund’s capital, including unfunded commitments. Non-U.S. Investments – Certain Advisory Clients are permitted to invest in the equity, debt or other securities and instruments of issuers or other investments located outside the U.S. These securities, instruments or other investments may be affected by political, social and economic uncertainty and dislocations affecting a country or geographic region. Many financial markets are not as developed or as efficient as those in the U.S., and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment is, in certain respects, different from that of the U.S., particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information regarding issuers in such locations. Income received by an Advisory Client from sources within some countries may be reduced by withholding taxes imposed by such countries. The risks associated with non-U.S. investments, and in particular United Kingdom and European issuers, may be greater for certain Advisory Clients that focus on investments related to such jurisdictions. Digital Assets – Some Advisory Clients are permitted to 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 (collectively, “Digital Assets”), and may extend debt financing or otherwise invest in companies that operate in or focus on the Digital Asset sector or whose businesses create, develop or rely on Digital Asset infrastructure. The success of Digital Assets and related companies are subject to a high degree of uncertainty and would likely be significantly affected by many factors, including, but not limited to, (i) worldwide growth and adoption of Digital Assets (or lack thereof), including the acceptability of Digital Assets as a method of payment or indication of value, (ii) governmental and industry

regulation, (iii) technological developments, (iv) general economic conditions and (v) the potential negative perception of Digital Assets generally, including the use of Digital Assets to buy illicit goods and services or its use in cybercrime. The Digital Asset sector is extremely volatile relative to traditional asset classes and Digital Assets and companies that use or rely on Digital Assets are more likely to have large increases and decreases in price or value. Qualified third-party custodians may not be available for all Digital Assets, in which case an Advisory Client may be required to self-custody some or all of its Digital Assets. There can be no assurance that self-custody will adequately protect the security of such Digital Assets, exposing an Advisory Client to the complete loss of a Digital Asset as a result of a security breach or other failure of the self-custody procedures. Risks Related to Social Media Analytics – Investing based on social media analytics is relatively new and untested. “Social media” is an umbrella term that encompasses various activities that integrate technology, social interaction and content creation. Investing in companies based on social media analytics involves the potential for market manipulation because social media posts may be made with an intent to inflate, or otherwise manipulate, the public perception of a stock or other investment (including small- and micro-cap stocks which may be more likely targets for such manipulation). Furthermore, text and sentiment analysis of social media postings could prove inaccurate, which might impair King Street’s ability to make optimal investment decisions for Advisory Clients. Leverage – Subject to the Governing Documents of the relevant Advisory Client, certain Advisory Clients are permitted to borrow funds and enter into agreements in connection therewith and are also permitted to leverage their investment return with structured products, options, short sales, swaps, forwards, credit derivatives and other derivative instruments. The use of leverage creates special risks and has the potential to significantly increase an Advisory Client’s investment risk. The amount of borrowings which such Advisory Client is permitted to have outstanding at any time has the potential to be substantial in relation to its capital. Any event which adversely affects the value of an investment by an Advisory Client would be magnified to the extent that an Advisory Client is leveraged. The cumulative effect of the use of leverage by an Advisory Client in a market that moves adversely to an Advisory Client’s investments could result in a substantial loss to an Advisory Client which would be greater than if an Advisory Client were not leveraged. The use of leverage may create interest expenses for an Advisory Client, which can exceed the investment return from the borrowed funds. In addition, fund-level or account-level borrowing (as applicable) will result in additional expenses that will be borne by an Advisory Client. These expenses typically include interest on the amounts borrowed, unused commitment fees on the committed but unfunded portion of any leverage facility, an upfront fee for establishing a leverage facility, and other one-time and recurring fees and/or expenses, as well as legal fees relating to the establishment, structuring and negotiation of the terms of the facility, as well as expenses relating to the maintenance, renegotiating or termination of the facility. A credit agreement or borrowing facility frequently will contain other terms that restrict the activities or impose additional obligations on an Advisory Client. Turnover and Transactions Costs – King Street actively manages each Advisory Client’s portfolio. The turnover rate of an Advisory Client’s investment portfolio may be significant, potentially involving substantial brokerage commissions and fees and other transactions costs. In particular, many of the Advisory Clients’ investments, including those that are not readily marketable, may involve higher bid-ask spreads than investments that are exchange-traded. .

Key Individuals and Management Time – The Advisory Clients’ investment performance depends in large part on the services, relationships and expertise of King Street’s senior investment professionals and management personnel, including, in certain cases, individuals identified in applicable governing documents, and on the time and attention that King Street devotes to the affairs of Advisory Clients. King Street will devote so much of its time and effort to the affairs of the Advisory Clients as, in its judgment, is necessary to accomplish their purposes and objectives. King Street and its affiliates and personnel are permitted to conduct other business and may spend substantial time on other clients and activities. If any such individual or other senior investment professional or management personnel were to become incapacitated or in some other way cease to be associated with King Street, the Advisory Clients could experience material adverse effects, including disruption to investment activities, loss of institutional knowledge and relationships. There can be no assurance that such individuals or personnel will continue to be associated with, or remain in the same roles at King Street, or that King Street would be able to attract and retain any replacement personnel in a timely manner or at all. Moreover, significant redemptions or the departure of such individuals or personnel or other affiliated persons could create liquidity pressures, force the disposition of investments at inopportune times or on unfavorable terms, reduce assets under management or generate additional negative perceptions. In addition, negative media coverage, adverse publicity or changes in public perception of King Street, its personnel, investment strategies or Advisory Clients could negatively affect the reputation of King Street and its ability to source investment opportunities, maintain relationships with counterparties and service providers, and retain or attract investors. Operational and Counterparty Risk – Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in the Advisory Clients’ operations may lead to financial losses, the disruption of their businesses, liability under applicable law, regulatory intervention or reputational damage. The Advisory Clients’ businesses may be highly dependent on King Street’s and the applicable administrator’s ability to process, on a daily basis, a large number of transactions across numerous and diverse markets. Consequently, the Advisory Clients rely heavily on their financial, accounting, risk and other data processing systems. The capacity of these systems to accommodate an increasing volume of transactions could also constrain the Advisory Clients’ abilities to properly manage their portfolios. The Advisory Clients are also exposed 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 or because of a credit or liquidity problem, thus causing the Advisory Clients to suffer a loss. Such “counterparty risk” is accentuated where the Advisory Clients have concentrated transactions with a single counterparty or small group of counterparties. Moreover, the Advisory Clients’ internal credit function by which King Street evaluates the creditworthiness of the Advisory Clients’ counterparties may prove insufficient, which may increase the potential for losses by the Advisory Clients. Risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, such that a default by one institution causes a series of defaults by other institutions. This is sometimes referred to as systemic risk. Systemic risk, including potential volatility in the banking system, may adversely affect financial intermediaries, such as clearinghouses, banks, securities firms and exchanges, with which the Advisory Clients interact on a daily basis. Further, fraud and misconduct could adversely affect the Advisory Clients and their investors. While King Street maintains operational controls, compliance policies and risk management practices designed to mitigate such risks, these controls and practices necessarily involve elements of judgment and discretion, and there can be no assurance that they will be effective in preventing or detecting all instances of fraud, misconduct or other improper conduct.]

Subjectivity in Valuation – Valuation of illiquid investments—particularly those for which market quotations are not readily available or are unreliable—is inherently subjective. Fair value determinations require estimates, assumptions, and judgment based on the information available at the time, and different but reasonable approaches can produce materially different results. The methodologies used for the valuation of certain assets are expected to change over time. In addition, the factors that King Street considers and the weight given to such factors is subject to King Street’s discretion and may also change over time, including with respect to a particular investment. King Street makes valuation determinations based on information available as of the date of the valuation. As a general matter, investors will not be provided access to the details of King Street’s valuation methodologies or to the information utilized by King Street in applying such methodologies. There is no assurance that assigned values will reflect prices that could be realized in actual market transactions, and valuations may be revised as new information becomes available. Periods of market disruption or heightened volatility may further limit observable inputs, increasing reliance on judgment and the uncertainty of valuations. King Street is permitted to engage independent third parties to assist in valuation; however, their analyses also involve judgment and may differ from King Street’s or from values ultimately realized, and their involvement presents conflicts of interest because such third parties will have an incentive to make determinations favorable to King Street. Valuation outcomes are expected to affect reported performance, fees and/or expenses, portfolio decisions, and investor activity, and to the extent valuations differ from the amount actually realized, the Advisory Clients could be adversely affected. Risks Associated with Artificial Intelligence and Related Technologies – King Street utilizes artificial intelligence, machine learning, and related AI technologies (collectively, “AI Technologies”) in certain aspects of its business operations. King Street has also adopted policies governing the use of AI Technologies, has designated personnel responsible for AI oversight and risk management, and has implemented procedures to analyze the accuracy and quality of outputs generated by AI Technologies. King Street has also implemented processes designed to help to address biases and inaccuracies in AI Technologies that could affect investment decisions, client outcomes, or other business activities. Certain of King Street’s third-party service providers and portfolio investments also utilize AI Technologies in their business activities. Notwithstanding any of King Street’s policies and practices, the use of AI Technologies by King Street personnel and other associated persons or affiliates of King Street presents certain risks, and the effectiveness of such policies and procedures to mitigate the risks of AI Technologies cannot be guaranteed. AI Technologies continue to rapidly evolve, and it is impossible to predict the full extent of current or future risks that may arise from such developments. AI Technologies are highly reliant on the collection and analysis of vast amounts of data and complex algorithms; however, it is not possible or practicable to incorporate all relevant data into AI models. Moreover, with the use of AI Technologies, there often exists a lack of transparency of how inputs are converted to outputs, and neither King Street, the Advisory Clients, nor portfolio investments can fully validate this process and its accuracy. As a result, the accuracy of AI inputs and outputs will inevitably contain some inaccuracy and error—potentially materially so. Such inaccurate information may lead to diminished work product that includes or is derived from inaccurate or erroneous information and may adversely impact King Street, the Advisory Clients, or the portfolio investments to the extent they rely on such information. Further, inherent bias in the construction or training of AI Technologies can lead to a wide array of risks, including but not limited to risks related to accuracy, efficacy, and reputational harm. The volume of and reliance on data and algorithms make AI Technologies—and in turn King Street, the Advisory Clients, and portfolio investments—more susceptible to cybersecurity threats. King Street has contractual provisions with AI Technology vendors addressing data confidentiality, security, and usage

restrictions. Notwithstanding such measures, the use of AI Technologies by any third-party service providers engaged by King Street, the Advisory Clients, or their portfolio investments may result in the input of sensitive information, such as material non-public information, personally identifiable information, trade secrets, and other protected information. Input of such information into AI Technologies leads to the risk of its exposure—for example, through data breaches and leaks or by becoming part of a dataset that is accessible by other third-party AI Technology applications and users, including competitors. Further, it is unlikely that King Street or the Advisory Clients will be in a position to control the manner in which thirdparty AI Technologies are developed, maintained, or the manner in which third parties use AI Technologies to provide services, even where they have sought contractual protections. Such exposure could subject King Street, the Advisory Clients, and portfolio investments to legal and regulatory investigations and enforcement actions, as well as reputational harm. As a result, King Street, the Advisory Clients, and portfolio investments could be exposed to additional risks to the extent their third-party service providers or any counterparties use AI Technologies in their business activities. AI Technologies may be competitive with the business of portfolio investments and may increase the potential for obsolescence of a portfolio investment’s products or services, particularly as AI Technology capabilities improve. AI Technologies have the potential to create significant and disruptive changes in certain companies, sectors, and industries, including those in which the Advisory Clients invest. Any such changes could render certain of King Street’s investment strategies obsolete or create new and unpredictable operational, legal, or regulatory risks. As AI Technologies evolve, it is expected that some services that King Street performs for its clients will be replaced, in whole or in part, by certain AI Technologies. To the extent that competitors of King Street, the Advisory Clients, or the portfolio investments make more efficient or extensive use of AI Technologies, or to the extent that King Street, the Advisory Clients, or any portfolio investments do not bring AI Technology solutions to market as effectively or with the same speed as their competitors, there is a possibility that such competitors will gain a competitive advantage. Additionally, any interruption of access to or use of AI Technologies could impede the ability of King Street, the Advisory Clients, or any portfolio investments to generate information and analysis that could be beneficial to their business. Some AI Technology scenarios present ethical issues. If King Street uses, enables, or offers AI Technologies that are controversial because of their impact on human rights, privacy, employment, or other social issues, King Street, the Advisory Clients, and the portfolio investments may experience brand or reputational harm and could be exposed to legal liability. Intellectual property ownership, licensing, and privacy rights surrounding AI Technologies are evolving, which may expose King Street, the Advisory Clients, and the portfolio investments to claims of intellectual property infringement or misappropriation, privacy rights violations, or result in inquiries by government bodies or regulatory agencies. The use of AI Technologies could also result in infringement or misappropriation claims by third parties, based on the use of large datasets to train AI Technologies or the use of output generated by AI Technologies that may contain or be substantially similar to third-party material protected by patents, copyrights, or trademarks. The legal, regulatory, and policy environments around AI Technologies are evolving rapidly, and it is impossible to predict the full extent of current or future risks related thereto. Regulations related to AI Technologies and their use can impose certain obligations and material compliance costs on King Street, the Advisory Clients, and portfolio investments. For example, several U.S. states have proposed or enacted AI-related legislation that imposes certain obligations in connection with the development and use of AI Technologies. Further, certain regulatory agencies, including the U.S. Federal Trade Commission, have initiated AI-related inquiries, sending requests to technology companies seeking additional information about their AI usage and policies. Complying with such a patchwork of AI rules and regulations—across domestic and international borders—could involve material compliance costs and require significant changes to policies and practices, necessitating expenditure of significant time, expense, and other resources. The costs of monitoring and responding to such regulations, as well as the consequences of

noncompliance, could have an adverse effect on King Street, the Advisory Clients, and their portfolio investments. King Street is permitted to obtain and use alternative data in its investment process. Alternative data could consist of datasets that have been compiled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases. King Street reserves the right to apply this alternative data to better anticipate micro- and macroeconomic trends and otherwise to improve trading or investment insights. No assurance can be given that King Street will be successful in utilizing alternative data in its investment process. King Street is permitted to use sophisticated data analysis, predictive data analytics, automated decision-making technologies and similar technologies, including proprietary algorithms and models, in certain limited circumstances. As with many technological innovations, there are significant risks involved in developing, maintaining and deploying these technologies. In particular, if the models underlying such technologies are incorrectly designed or implemented; trained or reliant on incomplete, inadequate, inaccurate, biased or otherwise poor quality data; are used without sufficient oversight and governance to ensure their responsible use; and/or adversely impacted by unforeseen defects, technical challenges, cybersecurity threats or material performance issues, such technologies could produce inaccurate or misleading content or other unexpected results or behaviors. There can be no assurance that the usage of any such data or technologies will achieve the desired outcome. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data and technologies, and the use or misuse of such data and technologies under current or future laws and regulations could create liability for King Street and its Advisory Clients in numerous jurisdictions. Models, Hypothetical Data, and Modeled Performance – King Street is permitted to use quantitative models in its investment analysis, portfolio construction, risk assessment, and evaluation of potential investment opportunities. Models are inherently limited and subject to significant risks, including errors in design, coding, implementation, or calibration; reliance on incomplete, inaccurate, stale, or biased data; and assumptions or relationships that could prove incorrect or inapplicable as market conditions, regimes, or structural factors change. Models can be modified, replaced, or discontinued, perform unpredictably, and produce outputs that differ materially from actual results. Reliance on model outputs, including as a tool in making investment decisions, can lead to adverse outcomes and losses. King Street is permitted also to develop or use, including for discussion or marketing purposes, projections, forecasts, backtests, simulations, scenario analyses, target or projected returns, and other hypothetical or modeled data or performance information (collectively, “Hypothetical Information”) for current, past, or potential investments. Hypothetical Information involves substantial uncertainties and subjective judgments, may reflect hindsight, data‑mining, or selection biases, and typically omits real‑world constraints and frictions. It generally does not reflect actual trading, market liquidity, market impact, slippage, execution quality, position limits, risk management protocols, taxes, fees, or other expenses, or the effects of material economic, market, geopolitical, or regulatory events. As a result, hypothetical or modeled performance is illustrative only and may materially overstate or understate the results that could be achieved under actual conditions. Actual results will vary—often materially—from Hypothetical Information (including targeted or projected returns), and losses may occur. No representation is made that any investment will achieve results consistent with Hypothetical Information, that targets will be met, or that losses will be avoided. Past performance—whether actual or hypothetical—is not indicative of future results. Model outputs depend on the quality and timeliness of input data and the structure and calibration of the model. Models may be overfit to historical data or fail under changing market regimes. King Street may exercise discretion to deviate from model outputs or assumptions for risk management, liquidity, or other

considerations, and is under no obligation to update any Hypothetical Information or to notify recipients of changes, errors, or model revisions. Prospective investors and other recipients should not place undue reliance on models, Hypothetical Information, or hypothetical/modeled performance, and should consider such information only alongside other information, including their own independent analysis, before making any investment decision. Cybersecurity – Recent events have illustrated the ongoing cybersecurity risks to which all market participants are subject, particularly in the financial services industry. To the extent that King Street, an Advisory Client or an asset thereof is subject to a cyber-attack or other unauthorized access is gained to one of such parties’ systems, such party may be subject to substantial losses in the form of stolen, lost or corrupted (i) customer or other data or payment information; (ii) customer or investment or other financial information; (iii) software, contact lists or other databases; (iv) proprietary information or trade secrets; or (v) other items. If technology systems are compromised, become inoperable for extended periods of time or cease to function properly, King Street, the Advisory Clients and/or any asset thereof may incur significant time or expense to fix or replace them and to seek to remedy the effects of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in King Street’s, the Advisory Clients’, any asset thereof and/or service providers’ operations, including the ability to make distributions, and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). In certain events, the failure or deemed failure to address and mitigate cybersecurity risks may be the subject of civil litigation or regulatory or other action. The use of internet- or cloud-based programs, technologies and data storage applications generally heightens these risks, and the risks of attack are expected to be heightened in remote work environments. Any of such circumstances could subject King Street, or the relevant Advisory Client, to substantial losses, including losses relating to: misappropriation of assets, intellectual property or confidential information; corruption, deletion or destruction of data; physical damage and repairs to systems; reputational harm; financial losses from remedial actions; and/or disruption of operations. Third parties, including activist, criminal, nation-state or terrorist actors, may also attempt fraudulently to induce portfolio companies or their personnel to disclose sensitive information (including passwords) in order to gain access to data, accounts, funds or other assets, or otherwise to inflict harm, which could result in litigation or serious financial harm. In addition, in the event that such a cyberattack or other unauthorized access is directed at King Street or one of its service providers or joint venture partners holding its financial or investor data, King Street, its affiliates or the Advisory Clients may also be at risk of loss despite efforts to prevent and mitigate such risks under its policies and practices. King Street has procedures and systems in place to protect against cybersecurity threats. However, such measures cannot provide absolute security. Successful cyber-attacks may cause King Street or the Advisory Clients to suffer, among other things, financial loss, the disruption of business, liability to third parties, regulatory intervention or reputational loss. Uncertain Economic, Social and Political Environment – Consumer, corporate and financial confidence can be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises, virus or disease epidemics or pandemics or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty could be expected to reduce the availability of potential investment opportunities, and increases the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn would likely have an adverse effect on the economy generally and on the ability of an Advisory Client and its investments to execute their respective strategies and to receive an attractive multiple of earnings on the disposition of businesses. This could change the rate of future investments by

an Advisory Client and result in longer holding periods for investments. Furthermore, such uncertainty or general economic downturn may have an adverse effect upon an Advisory Client’s investments. Geopolitical Conflicts – Geopolitical, trade and military conflicts, including armed conflicts, wars, invasions, civil unrest and acts of terrorism, have caused, and could in the future cause, disruption to global financial systems, trade and transport, energy markets, and supply chains for critical natural resources and commodities, among other things. Trade conflicts between the United States and certain foreign countries have intensified in recent years. United States trade policy has been subject to heightened scrutiny and change, including the threat or imposition of significant tariffs on imports from certain foreign countries, particularly those with significant trade imbalances with the United States, and the scope, duration and application of such tariffs continue to evolve rapidly and remain subject to significant uncertainty. Such tariffs have resulted in, and may continue to result in, retaliatory actions by affected countries, including the imposition of tariffs or other trade restrictions against the United States. In addition to tariffs, changes in trade policy may include restrictions on investments or commercial activity linked to industries or assets deemed critical to national security, export controls or other measures affecting global supply chains, including restrictions on technology exports, access to critical raw materials or incentives intended to relocate manufacturing or sourcing to the United States or allied jurisdictions. Certain foreign governments, including China, Canada and the European Union, have instituted, or are considering instituting, trade restrictions on U.S. goods or limiting access by U.S. companies to key inputs. Governmental actions relating to tariffs, trade barriers or changes to international trade agreements or policies could increase costs, reduce margins, disrupt supply chains, reduce competitiveness and adversely affect the revenues, profitability and valuations of portfolio investments. Legal and regulatory uncertainty surrounding trade measures has increased, including following judicial decisions affecting the authority to impose tariffs and subsequent governmental efforts to rely on alternative legal frameworks to implement or re‑impose tariffs. As a result, there remains substantial uncertainty regarding the duration, modification, suspension or refundability of existing or newly announced tariffs, as well as the potential for additional tariffs or other retaliatory actions. The ultimate impact of any such conflicts and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Advisory Clients or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. Any such conflicts could have a significant impact on and could result in significant losses to the Advisory Clients. The impact may include reductions in revenue and growth, unexpected operational losses and liabilities and reductions in the availability of capital. These conflicts could also limit the ability of an Advisory Client 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 any Advisory Client intends to pursue, all of which could adversely affect an Advisory Client’s ability to fulfill its investment objectives. Enhanced Scrutiny and Certain Effects of Potential Regulatory Changes – There continue to be discussions regarding enhanced governmental scrutiny and/or increased regulation of the alternative asset management industry. There can be no assurance that any such scrutiny or regulation will not have an adverse impact on Advisory Clients’ activities, including the ability of an Advisory Client to effectively and timely address such regulations, implement operating improvements or otherwise execute its investment strategy or achieve its investment objectives. The combination of such scrutiny of alternative asset management firms (and their respective investments) by various politicians, regulators and market commentators, as well as public perception, could complicate

or prevent an Advisory Client’s efforts to structure, consummate and/or exit investments, both in general and relative to competing bidders outside of the alternative asset space. As a result, an Advisory Client could invest in fewer transactions or incur greater expenses or delays in completing or exiting investments than it otherwise would have. The time and attention as well as the financial costs associated with compliance with changing rules and regulations could divert King Street’s resources away from managing the investment programs of the Advisory Clients, which could adversely affect both the Advisory Clients and their investments. Similarly, the cost of new compliance obligations attributable to the Advisory Clients will increase the financial burden on the Advisory Clients to the extent those costs are treated as Advisory Client expenses and could reduce distributions. The SEC has also continued to focus on issues specific to private investment funds, including performance advertising, transparency of fund fees and expenses, and disclosure regarding cybersecurity incidents and other practices. Any legal or regulatory uncertainty is likely to result in a diversion of King Street’s time and resources as well as expose King Street to regulatory risk, all of which in turn could negatively impact the Advisory Clients and their investments. Conflicts of Interest – From time to time, conflicts of interest arise between King Street and its affiliates, on the one hand, and the Advisory Clients on the other. King Street manages several Advisory Clients with objectives that are similar or overlapping. In addition, King Street and its affiliates currently, and expect in the future to, manage and sponsor additional investment funds, SPACs or investment vehicles with objectives that are similar to or different from the Advisory Clients’ and in which King Street and its affiliates have an equity interest. Other conflicts of interest arise with respect to (i) the compensation paid to King Street and its affiliates by the Advisory Clients (including due to the timing of drawdowns and realizations); (ii) the allocation of time and resources by King Street and its employees among the Advisory Clients or to other business not pertaining to the Advisory Clients; (iii) the allocation of investment opportunities among the Advisory Clients (including in connection with any co-investment opportunities); (iv) the selection of service providers; and (v) valuation of the Advisory Clients’ assets. From time to time, King Street has acquired, and may in the future acquire, for an Advisory Client, securities of an issuer which have opposing interests to securities of the same issuer that are held by, or acquired for, one or more other Advisory Clients (e.g., an Advisory Client may acquire senior debt while one or more other Advisory Clients may acquire subordinated debt). Similarly, certain Advisory Clients have made, and may in the future make, investments that have opposing interests to one another, where the groups of investors holding these investments may not be identical. Conflicts of interest arise under such circumstances. Where multiple Advisory Clients invest in the same company at different times, the first Advisory Client to invest typically will bear a higher level of diligence and transaction fees, costs and expenses than later Advisory Clients; similarly, to the extent a transaction does not proceed, the first Advisory Client to invest typically will bear the full amount of broken deal expenses relating to the transaction, regardless of whether other Advisory Clients could or would have invested in the company in potential future transactions. King Street anticipates that, as a general matter, it will not seek out or accept material non-public information with respect to certain issuers or investments. In circumstances where it receives such information, King Street may (in accordance with applicable law and its relevant policies and procedures) restrict trading in such issuer or investment, which could have an adverse impact on the Advisory Clients. Certain of these actual and potential conflicts of interest are described below. King Street is faced with a variety of conflicts of interest when it determines allocations of various fees and expenses to Advisory Clients and Other Persons. The Investment Manager, in its sole discretion, will allocate fees and expenses in accordance with the terms set out in the relevant Advisory Client’s Governing

Documents and the governing documents for such Other Persons and in a manner that it believes is fair and equitable under the circumstances and considering such factors as it deems relevant. In making such determinations, King Street reserves the right to also determine whether certain tasks or functions are performed by its personnel or by third‑party service providers or vendors, and such determinations may be influenced, in part, by whether the related fees and expenses would be borne by King Street or by an Advisory Client. King Street will be, in certain scenarios, incentivized to allocate certain tasks or functions to third‑party service providers or vendors, in which case the applicable Advisory Clients would generally bear the associated fees and expenses. The allocations of such fees and expenses in certain circumstances will not be proportional, and, in particular, an Advisory Client could be required to bear more than its proportional share of such fees and expenses relative to Other Persons receiving the same service or participating in the same transaction alongside the Advisory Client. Any determinations regarding the allocations of fees and expenses involve inherent matters of discretion, e.g., in determining whether to allocate pro rata based on relative net asset value of, or number of, the Advisory Client or co-investors receiving related benefits or, proportionately in accordance with asset size or if the allocation should be adjusted to take into account factors particular to the structuring or execution of the particular investment or particular to the direct or indirect participants therein. If an investment opportunity is not ultimately completed, various Advisory Clients will bear all or a portion of any break-up fee or broken deal expense or other fees, costs and expenses related to such unconsummated investment. Similarly, King Street faces a variety of conflicts of interest when valuing client assets given the potential impact of such valuations on an Advisory Client’s investment performance, particularly with respect to carried interest. King Street could have an incentive to adjust valuation determinations upward (or to avoid reductions) in order to enhance performance reporting with the effect of receiving higher management fees, where applicable. Further, in connection with King Street’s discretion to determine whether certain assets have experienced a permanent or significant decline in value, which would generally reduce the basis from which management fees are calculated, King Street could have an incentive with respect to certain Advisory Clients to hold onto assets or other investments that have poor prospects for improvement or to otherwise delay determining that an investment has been subject to a permanent and significant decline in value. In connection with its services to the Advisory Clients and their investments, King Street, its affiliates and personnel expect to receive the benefit of certain tangible and intangible benefits. For example, in the course of King Street’s operations, including research, due diligence, investment monitoring, operational improvements and investment activities, King Street and its personnel expect to receive and benefit from information, “know-how,” experience, analysis and data relating to an Advisory Client or portfolio company (as applicable) operations, terms, trends, market demands, customers, vendors and other metrics (collectively, “King Street Information”). In many cases, King Street Information will include tools, procedures and resources developed by King Street to organize or systematize King Street Information for ongoing or future use. Although King Street expects its Advisory Clients and their portfolio companies generally to benefit from King Street’s possession of King Street Information, it is possible that any benefits will be experienced solely by other or future Advisory Clients or portfolio companies (or by King Street and its personnel) and not by the Advisory Client or portfolio company from which King Street Information was originally received. King Street Information will be the sole intellectual property of King Street and solely for the use of King Street. King Street reserves the right to use, share, license, sell or monetize King Street Information, without offset to management fees, and the relevant Advisory Client or portfolio company will not receive any financial or other benefit of such use, sharing, licensure, sale or monetization. Additionally, expenses relating to the Advisory Clients or portfolio companies are expected to be charged using credit cards or other widely available third-party rewards programs that provide airline miles, hotel stays, travel rewards, traveler loyalty or status programs, “points,” “cash back,” rebates, discounts and other arrangements, perquisites and benefits under the available terms of such reward programs. Such terms are expected to vary from time to time, and any such rewards (whether or not de minimis or difficult to value)

generally will inure to the benefit of King Street personnel participating in the rewards program, rather than the portfolio companies, the Advisory Clients or their respective investors; no such rewards will offset management fees. Except to the extent prohibited by the relevant Governing Documents, King Street and its personnel are permitted to market, organize, sponsor or act in other capacities (including as director, founder or manager) for other pooled investment vehicles, accounts or SPACs and to receive compensation (including in the form of management fees, performance-based compensation, founders’ equity or similar interests) relating thereto. Subject to any limitations imposed by the relevant Governing Documents and anti-“assignment” provisions of the Advisers Act, King Street and its personnel are also permitted to offer, restructure and monetize interests in King Street. Any of these situations subjects King Street and/or its affiliates to conflicts of interest. King Street attempts to resolve such conflicts of interest in light of its obligations to its Advisory Clients and the obligations owed by King Street’s advisory affiliates to investors in investment vehicles managed by them. To the extent that an investment or relationship raises particular conflicts of interest, King Street will review the circumstances of such investment or relationship with a view to addressing and mitigating the potential for, or actual, conflict. Where necessary, and subject to the provisions of the relevant Governing Documents, King Street may consult and receive consent to conflicts from a board of directors, advisory committee and/or independent reviewer. Modification of Terms – From time to time in their sole discretion, certain Funds and/or King Street (or its affiliates) enter into agreements concerning a particular investor’s investment in the Fund, including the terms related to such investment. The Advisory Clients and King Street are generally not required to disclose the existence or terms of any such agreements to any other investor or to offer the terms of any such agreements to any other investor. Any investor that is a party to such agreement will likely have rights that are preferential in some respect to other investors including, but not limited to, different fee structures or arrangements (including discounted or rebated compensation terms, modified waterfall mechanics and/or receipt of a portion of King Street’s compensation), information rights, specialized reporting, priority coinvestment rights or targeted co-investment amounts, liquidity or transfer rights, rights to serve on an Advisory Client’s advisory committee, confidentiality protections and disclosure rights, modification of default remedies, investment pacing restrictions, as well as economic procedural and other terms. King Street is likely to have its own economic and/or other business incentives to provide certain terms to certain investors (e.g., based on commitment amount to an Advisory Client or the timing thereof, the ability of an investor to provide sourcing or other services to King Street, its affiliates and personnel or the Advisory Clients, or the potential to establish, recognize, strengthen or cultivate relationships that have the potential to provide longer-term benefits to King Street, its affiliates and personnel, or the Advisory Clients). Further, Side Letters may also relate to strategic relationships under which an investor agrees to make capital commitments to multiple Advisory Clients. In addition, each Advisory Client, and in certain cases King Street, will have the discretion to waive or modify the application of certain provisions of such Advisory Client’s Governing Documents. These agreements will generally, in some respects, be beneficial only to the investors entering into them, including with respect to liquidity rights, and will in certain cases negatively affect an Advisory Client or other investors who are not a party to the agreements, including where a Side Letter confers additional reporting, information rights and/or transfer rights, the costs and expenses of which are borne by the relevant Advisory Client. Except where required by Governing Documents and/or future rules or regulations, other investors will not receive copies of Side Letters or related provisions, and as a general matter, the other investors have no recourse against an Advisory Client, King Street, the relevant general partner or any of their affiliates in the event that certain investors have received additional and/or different rights and/or terms as a result of such Side Letters. Side Letters subject King Street to conflicts of interest, including in circumstances where an investor’s right to serve on the

relevant Advisory Client’s advisory committee results in the investor receiving additional information relative to other investors. To the extent an investor is subject to statutory or other limitations on indemnification, or otherwise negotiates rights relating thereto, other investors may be subject to increased losses, or be required to bear an increased portion of indemnification amounts. As a consequence of one or more investors being excused or excluded, or from regulatory, tax or other factors altering or limiting their participation in investments, the aggregate returns realized by participating or non-participating investors could be adversely affected in a material manner by the unfavorable performance of particular investments. Although King Street believes it to be unlikely, excuse rights requested or received by one or more investors (or such regulatory, tax or other factors applicable to such investors) representing a substantial percentage of a Fund have the potential to create significant variations in investor investment returns, or to influence or affect the investment strategy and pursuit of investment opportunities by the general partner on behalf of the relevant Fund as a whole. An investor’s voting rights for regulatory or other reasons can be limited in circumstances specified in the Governing Documents; conversely, a limitation on one or more investors’ voting rights generally will increase the voting rights percentage of other investors in the relevant Fund. Further, investors with different domiciles or tax categorizations could receive different investment returns or amounts of tax basis and/or pay different levels of expenses, e.g., based on tax savings or ownership of alternative investment vehicle, “blocker” or other structures used to facilitate their investments in, through or below an Advisory Client. Please see the applicable Fund’s Governing Documents for additional information regarding these agreements. Investments on Different Terms and in Different Securities – From time to time, certain Advisory Clients make investments in portfolio investments in which one or more other Advisory Clients invest. Such investments are permitted to be in the same or different parts of the capital structure. An Advisory Client could also participate in follow-on opportunities in investments in which one or more other Advisory Clients already hold an interest, or an Advisory Client may be unable to participate in follow-on opportunities in which other Advisory Clients do participate. As a result, such investments will not necessarily be made at the same time or on the same terms. It is possible that any such portfolio investment could become distressed, insolvent or bankrupt and the interests of different Advisory Clients in such investment could conflict. For example, to the extent that an Advisory Client holds securities or other interests in an issuer that provide rights, preferences, and privileges different from those held by other Advisory Clients invested in the same issuer, King Street will likely face a conflict in connection with any decisions related to such securities or other interests when the interests of the Advisory Clients are in conflict. It is also possible that in a restructuring or similar proceeding, an Advisory Client’s interest could be subordinated or otherwise adversely affected by virtue of other Advisory Clients’ involvement and actions relating to their investments. Further, with respect to an Advisory Client’s investments in certain securities of an issuer, other Advisory Clients could invest in different levels of debt or equity of the same issuer, including debt or equity that is senior to such Advisory Client’s interests or convertible into such senior interests. The interests of an Advisory Client will not be aligned in all circumstances with the interests of other Advisory Clients to the extent they hold junior or senior debt or equity interests, as the case may be, which result in conflicts of interest or the appearance of such conflicts. In that regard, actions could be taken for one Advisory Client that are adverse to the interests of another Advisory Client. The interests of Advisory Clients investing in different parts of the capital structure of an issuer are particularly likely to conflict in the case of financial distress of an issuer. For example, in certain situations, if additional financing is necessary as a result of financial or other difficulties, it will not necessarily be in the interests of an Advisory Client, as a holder of senior secured debt, to provide such additional financing. This decision could negatively impact other Advisory Clients. If other Advisory Clients holding more junior debt or equity positions were to lose their respective

investments as a result of such financial or other difficulties, the ability of King Street to recommend actions that are in the interests of the first Advisory Client might be impaired. The reverse is true where another Advisory Client holds debt that is more senior to that held by the first Advisory Client. In addition, it is possible that, in a bankruptcy or other insolvency proceeding, an Advisory Client’s interests could be subordinated or otherwise adversely affected by virtue of other Advisory Clients’ involvement and actions relating to their investment. This could result in a loss or substantial dilution of an Advisory Client’s investment, while another Advisory Client recovers all or part of amounts due to it. Similarly, King Street’s ability to implement an Advisory Client’s investment strategy effectively would be limited to the extent that contractual obligations entered into in respect of the activities of other Advisory Clients impose restrictions on such Advisory Client engaging in transactions that King Street would otherwise seek to pursue. There can be no assurance that the terms of or the return on an Advisory Client’s investment will be equivalent to or better than the terms of or the returns obtained by other Advisory Clients participating in the transaction. King Street expects from time to time to establish special purpose vehicles in which Advisory Clients will invest together for tax, legal, operational, or other reasons. In addition, Advisory Clients are permitted to guarantee the obligations of each other and/or any such special purpose vehicles. In these situations, a creditor having a claim that relates to a particular investment held by one of these special purpose vehicles will likely be able to satisfy such claim against all assets of the special purpose vehicle where the investment is held without regard to the ownership interest of a particular Advisory Client in the particular investment or its share of the equity of the special purpose vehicle. Co-Investments, Joint Ventures and Pooled Investment Vehicles – As noted above and in Item 11 (Code of Ethics, Participation or Interest in Client Transactions and Personal Trading), certain Advisory Clients from time to time participate in co-investments, joint venture arrangements and pooled investment vehicles with other Advisory Clients and/or Other Persons including other sponsors, market participants, finders, consultants and other service providers, King Street’s personnel and/or certain other persons associated with King Street and/or its affiliates, alongside a particular Advisory Client’s transactions, if King Street determines that such an arrangement represents a preferred way to access a particular investment opportunity or otherwise expands the investment expertise available to its Advisory Clients. Such coinvestments or other arrangements involve investment and disposal of interests in the applicable investment at the same time or, for strategic and other reasons, a co-investor or co-invest vehicle (including a coinvesting Advisory Client) will purchase a portion of an investment from one or more Advisory Clients after such Advisory Clients have consummated their investment (also known as a post-closing sell-down or transfer), which generally will have been pre-funded through capital contributions and/or use of a credit facility. Any such purchase from an Advisory Client by a co-investor or co-invest vehicle generally occurs shortly after the Advisory Client’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Advisory Client’s initial purchase. In the case of pre-funding effected as a loan, any such loan is expected to be made on terms that are fair and reasonable to the Advisory Clients involved in the transaction, it being understood that any such loan will likely include a use-of-funds charge as determined by King Street in its sole discretion. In particular, an Advisory Client, as lender, will bear the risk that the loan will not be repaid (or not be repaid in a timely manner), such as if the borrower becomes insolvent or bankrupt or otherwise defaults on any such loan. Where the pre-funding is affected by way of interim purchase, such pre-funding does not necessarily obligate King Street, the Advisory Clients or Other Persons to consummate a sell-down transaction on the same terms as were contemplated at the time of the commitment (or that any such transaction will be consummated at all). Although any such pre-funding arrangement will likely include a use-of-funds charge as determined by King Street in its sole discretion, the relevant Advisory Clients bear the risk that any or

all of the contemplated excess portion of such investment may not be sold or may only be sold on unattractive terms and that, as a consequence, it could hold a larger or smaller investment than was originally contemplated at the time of the pre-funding or may realize lower than expected returns from such investment. If such investment is not consummated, the relevant Advisory Clients will likely bear the entire portion of any break-up fee or broken deal expense or other fees, costs and expenses related to such unconsummated investment (including any expenses relating to the diligence or evaluation of the prospective investment). As a result of these transactions, there will be instances where an Advisory Client’s interests, on the one hand, and the interests of Other Persons, King Street’s personnel and/or certain other persons associated with King Street and/or its affiliates, on the other hand, conflict, and King Street’s exercise of discretion in such circumstances presents a conflict of interest. While such transactions are expected to be conducted on terms that are fair and reasonable to participating Advisory Clients, this determination is inherently subjective and will likely be based on uncertainties, and there can be no assurance that the terms of any such transaction will be the same as those that would be obtained in a transaction between unaffiliated or unrelated parties, especially if there is a lack of market information regarding similar transactions with third parties. King Street endeavors to address such risks by seeking for such investments to be in the best interests of the Advisory Clients, regardless of whether any sell-down or financing ultimately occurs. The allocation of investments among an Advisory Client and any Other Person presents a conflict of interest for King Street. While King Street will make such allocation determinations using factors as set forth in the relevant Advisory Client’s Governing Documents as well as King Street’s policies and procedures, King Street expects to take into account certain additional facts existing as of the date of the sell-down transaction in determining the final allocation of such pre-funded investments. In addition, King Street has discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular co-investor and is permitted to allocate co-investment opportunities to one or more Other Persons. Furthermore, King Street is permitted to determine whether to present co-investment opportunities to any such potential co-investors at any time and with respect to any particular co-investment opportunity at different times. Accordingly, an Advisory Client and/or one or more potential co-investors could have a longer period of time to evaluate a co-investment opportunity relative to other potential co-investors being offered the same opportunity. In most cases, King Street receives fees and/or allocations from co-investors, which generally differ from the fees and/or allocations borne by the Advisory Clients and can also differ among co-investors. Allowing any co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by the relevant Advisory Client, and because co-invest opportunities generally appeal to Advisory Client investors and third parties, King Street expects to be subject to conflicts of interest in determining the amount of investment opportunity that should be allocated to the relevant Advisory Client. Advisory Clients from time to time participate in co-investments with Other Persons. Such co-investments involve conflicts of interest and risks that may not be present in investments that do not involve third parties, including the possibility that such third parties may have economic or business interests that are inconsistent with those of an Advisory Client or may take actions contrary to an Advisory Client’s interests. In addition, King Street or its affiliates may receive fees or allocations from coinvestors in connection with certain co-investment opportunities. Such fees or allocations generally differ from those borne by Advisory Clients and may vary among co-investors. Any such fees or allocations generally will not reduce or modify the management fees or performance compensation payable by an Advisory Client, unless otherwise agreed by King Street in its sole discretion. Co-investment opportunities (including investments in the Advisory Clients) have been offered, and are expected in the future to be offered, to Other Persons through allocations of Special Investments or through external vehicles, in King Street’s sole discretion. Any fees and allocations connected therewith will not reduce or modify the management fees or performance compensation, unless otherwise agreed to by King

Street, in its sole discretion. King Street establishes special purpose vehicles in which certain Advisory Clients invest with Other Persons for tax, legal, operational or other reasons when deemed to be in the interest of Advisory Clients and such Other Persons. In addition, certain Advisory Clients and Other Persons are permitted to guarantee the obligations of each other and/or any such special purpose vehicles. Finally, a creditor having a claim that relates to a particular investment held by one of these special purpose vehicles may be able to satisfy such claim against all assets of the special purpose vehicle where the investment is held (or in certain circumstances, an Advisory Client) without regard to the ownership interest of an Advisory Client in the particular investment or its share of the equity of the special purpose vehicle. Investments of the types described above involve risks not present in investments where another party is not involved, including the possibility that a co-venturer or partner may at any time have economic or business interests or goals which are inconsistent with those of participating Advisory Clients, or may be in a position to take action contrary to such Advisory Clients’ investment objectives. An Advisory Client could, in certain circumstances, be liable for actions of its co-venturers or partners. Separately Managed Accounts – For SMA Advisory Clients, King Street manages assets through separately managed accounts or similar arrangements employing investment strategies that invest in parallel with, or are similar to, the strategy of a Fund. Such arrangements afford different terms than are available to investors in the Funds with respect to fees and expenses, subscription, liquidity and the content and frequency of reports. SMA Advisory Clients are typically granted additional access to portfolio information or enhanced transparency may be able to direct investment decisions based on information and at times not generally available to other investors, including investors in the Funds. Any such investment decisions made on the basis of such information, including as related to the exercise of any liquidity rights, could adversely affect the market value of the Funds’ and other Advisory Clients’ investments and therefore the value of the interests of the Funds and other Advisory Clients. Legal, Regulatory and Tax Risk – Legal, regulatory and tax developments that may adversely affect the Advisory Clients could occur at any time. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and funds that engage in such transactions, including the DoddFrank Act and the regulatory initiatives in the European Union, is an evolving area of law and is subject to modification by government and judicial actions. There has been an increase in government, as well as self-regulatory, scrutiny of the alternative investment industry in general, and the Advisory Clients may be subject to new or additional regulatory constraints in the future. The regulatory environment for private funds is evolving, and changes in the regulation of private funds and their trading activities may adversely affect the ability of the Advisory Clients to pursue their investment strategies and the value of investments held by the Advisory Clients. THE FOREGOING LIST OF RISK FACTORS AND CONFLICTS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS AND CONFLICTS INVOLVED IN KING STREET’S METHODS OF ANALYSIS AND INVESTMENT STRATEGIES USED IN FORMULATING INVESTMENT ADVICE OR MANAGING ASSETS.

Item 9. Disciplinary information

Not Applicable

Item 10. Other financial industry activities and affiliations

Certain of King Street’s affiliates serve as general partners or special shareholders to the Advisory Clients, which are recipients of the performance reallocation from each applicable Advisory Client. See Item 5 (Fees and Compensation). Certain King Street affiliates also serve as “relying advisers” that are registered under the Advisers Act pursuant to King Street’s registration. These affiliated entities operate as a single advisory business together with King Street and serve as general partners, special shareholders or investment advisers to the Advisory Clients and/or other pooled vehicles and generally share common owners, officers, partners, employees and/or persons occupying similar positions.

Item 11. Code of ethics, participation in client transactions and personal trading

CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics and Personal Trading King Street has adopted a Code of Ethics and Policies Governing Personal Securities Transactions (“Code of Ethics”). The Code of Ethics states that each of King Street’s employees shall place the interests of the Advisory Clients first. Employees are permitted to invest in securities and other investment products for their own accounts consistent with Rule 204A-1 under the Advisers Act, and in such a manner so as to avoid any actual or potential conflict of interest, or any abuse of an individual’s position of trust and responsibility.

Read the rest of Item 11 (2,478 more words)

These transactions have been, and may in the future be, the same as or different from the transactions that King Street executes for the Advisory Clients. Employees’ personal securities transactions generally must be approved in advance, subject to certain limited exceptions such as accounts for which the employee does not maintain investment control or participate in the investment decisions. The Code of Ethics requires employees to disclose all reportable securities upon hire and at least annually thereafter, disclose all reportable securities transactions at least quarterly, and disclose all personal investment accounts. Employees generally must provide or arrange for their brokers to send King Street account statements and must separately report on a quarterly basis any reportable security transactions that do not appear on an account statement. Gifts and Entertainment The Code of Ethics contains policies and procedures intended to prevent employees from being unduly influenced or unduly influencing others in their decisions by the receipt or provision of gifts or other inducements from or to third parties, such as trading counterparties, vendors and investors. Political Contributions From time to time, King Street and/or its supervised persons make political contributions to persons who serve or seek to serve in elected capacities with certain public entities. These political contributions are permitted only in compliance with Rule 206(4)-5 under the Advisers Act (relating to pay-to-play activities) and corresponding local laws and regulations. Outside Activities

The Code of Ethics requires employees to obtain prior approval to engage in certain outside business activities. From time to time, a principal or employee of King Street or its affiliates or related persons serve as a director (or equivalent) of one or more companies in which one or more of the Advisory Clients invests. Unless restricted by the Governing Documents, King Street personnel are also permitted to serve on boards or act in other roles unaffiliated with King Street, the Advisory Clients or their portfolio companies, including boards of charitable and educational institutions, public companies and former portfolio companies, and receive compensation in connection with such services and roles. Moreover, King Street personnel reserve the right to manage their own personal investments, whether or not through a formal family office or estate planning structure, to establish trusts, endowments, charitable programs, foundations or similar arrangements, and to pay or receive compensation relating to the foregoing. Such personal investment activities, including those conducted through family offices or similar arrangements, can require time, attention and resources and can give rise to conflicts of interest between the personal financial interests of such personnel and the interests of the Advisory Clients. Although King Street has adopted policies and procedures designed to mitigate certain of these conflicts, there can be no assurance that such measures will be effective in eliminating all such conflicts. To the extent an investment opportunity is received that is unsuitable for an Advisory Client, in King Street’s sole discretion, King Street and its personnel reserve the right to refer such opportunity to third parties or to make personal investments in the relevant opportunity, but will not in such circumstances be required to share in or reimburse the relevant Advisory Client for due diligence or other expenses (including broken deal expenses) incurred by the Advisory Client in connection with the Advisory Client’s consideration of the relevant investment opportunity. King Street’s principals, employees, affiliates and related persons will use their best efforts in connection with the purposes and objectives of the Advisory Clients and will devote so much of their time and effort to the affairs of the Advisory Clients as is, in their judgment, necessary to accomplish the purposes of the Advisory Clients and as it deems appropriate to perform its duties in accordance with the Governing Documents of each Advisory Client. However, there is no obligation that they devote any specific amount or percentage of their time to the affairs of the Advisory Clients. A copy of King Street’s Code of Ethics may be obtained upon written request directed to: Chief Compliance Officer, King Street Capital Management, L.P., 299 Park Avenue, 40th Floor, New York, NY 10171 or by calling (212) 812-3130. Material Non-Public or Confidential Information; Other Regulatory Restrictions As a result of King Street’s extensive operations, King Street frequently comes into possession of confidential or material non-public information concerning an entity in which certain Advisory Clients have invested, or propose to invest, and the possession of such information may restrict, by law, internal policies or otherwise, King Street’s ability to buy or sell particular securities or instruments of the issuer on behalf of its Advisory Clients (or to take other actions relating to such securities or instruments), thereby limiting the investment opportunities or exit strategies available to the Advisory Clients. On the other hand, at times, King Street, in an effort to avoid restrictions for its Advisory Clients, elects not to receive, or actively avoids exposure to, information relating to a particular investment that other market participants or counterparties are eligible to receive or have received. As a result, King Street may not possess all of the information relating to the investment that other investors (or prospective investors), including without limitation, lenders, portfolio managers or other market participants, may have, and consequently may from time to time take actions (including, without limitation, purchasing, selling or making other decisions) or refrain from taking actions with respect to investments that it would not take or refrain from taking were it in possession of material non-public information known to other market participants. In addition, the general partner, King Street and/or certain investors in a Fund may be required by law or otherwise to disclose confidential information relating to a Fund, its investors or actual or potential portfolio

investments, including as a result of public records, the Freedom of Information Act or similar laws applicable to certain investors. Any such disclosure could adversely affect an Advisory Client by, among other things, diminishing competitive advantages, limiting exit alternatives or adversely affecting realized prices, and while the general partner reserves the right to seek to limit or resist such disclosure to the extent permitted by law, there can be no assurance that such efforts will be successful, and any related costs may be borne by the Fund. Similarly, anti-money laundering, anti-boycott and economic and trade sanction laws and regulations in the U.S. and other jurisdictions may prevent King Street or an Advisory Client from entering into transactions with certain individuals or jurisdictions. The U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and other governmental bodies administer and enforce laws, regulations and other pronouncements that establish economic and trade sanctions on behalf of the U.S. Among other things, these sanctions may prohibit transactions with or the provision of services to, certain individuals or portfolio companies owned or operated by such persons, or located in jurisdictions identified from time to time by OFAC. Additionally, antitrust laws in the U.S. and other jurisdictions give broad discretion to the U.S. Federal Trade Commission, the U.S. Department of Justice and other U.S. and non-U.S. regulators and governmental bodies to challenge, impose conditions on, or reject certain transactions. In certain circumstances, securities regulation, antitrust or other restrictions relating to one Advisory Client’s acquisition of an investment may preclude other Advisory Clients from making an attractive acquisition or require one or more other Advisory Clients to sell all or a portion of certain portfolio companies owned by them. As a result of any of the foregoing, an Advisory Client may be adversely affected because of King Street’s inability or unwillingness to participate in transactions that may violate such laws or regulations, or by remedies imposed by any regulators or governmental bodies. Any such laws or regulations may make it difficult or may prevent an Advisory Client from pursuing investment opportunities, require the sale of part or all of certain portfolio companies on a timeline or in a manner deemed undesirable by King Street or limit the ability of one or more portfolio companies from conducting their intended business in whole or in part. Consequently, there can be no assurance that any Advisory Client will be able to participate in all potential investment opportunities that fall within its investment objectives. Participation or Interest in Advisory Client Transactions King Street does not generally buy or sell securities for its own account except in connection with the Risk Retention Rules as discussed above. However, King Street or its affiliates have an interest, as general partner or otherwise, in one or more of the Advisory Clients. In addition, certain members, directors, officers and employees of King Street and its affiliates own, buy and/or sell interests in the Advisory Clients. Accordingly, King Street and/or its affiliates and employees have a substantial interest in certain of the Advisory Clients managed by King Street. If King Street’s or its affiliates’ interests in an Advisory Client are substantial, the Advisory Client is treated as a principal account of King Street for certain purposes, to the extent required by law. Additionally, an Advisory Client has invested, and under certain circumstances, may in the future invest, in securities of an issuer in which a King Street control person or other affiliate has a control or material beneficial ownership position. To the extent any principal account participates in transactions in securities or other instruments in which other Advisory Clients participate, King Street will ensure that such principal account participates in accordance with King Street’s policies and procedures on allocation of investments and applicable legal and regulatory requirements, if any, and that relevant conflicts of interest are addressed consistent with any applicable fiduciary duty, as further described in Item 8 (Methods of Analysis, Investment Strategies and Risk of loss) above. In certain cases, King Street has determined, and may in the future determine, that it would be in the best interest of a Fund to provide an opportunity for investors to obtain liquidity for all or a portion of their

interests in that Fund prior to the end of the Fund’s term or the liquidation of the Special Investment. In such situations, King Street expects to seek to raise capital from third parties who wish to directly or indirectly acquire interests in a Fund or in one or more investments of a Fund, including through the creation of a new fund or similar continuation or successor vehicle. In such cases, the purchasers are generally required to make commitments to a successor fund and/or its parallel funds advised by King Street. Because King Street and/or its affiliates will have the opportunity to earn additional management fees and/or receive additional performance compensation and other economic benefits in respect of such transactions, and because each purchaser’s commitment to acquire interests in a successor fund and/or its parallel funds could be conditioned upon completion of the transaction, King Street will have a conflict of interest in determining transaction terms and participants. Advisory Client Interests in Other Advisory Clients Certain Advisory Clients have invested, and are expected to invest in the future, indirectly in the interests of other Advisory Clients. Such ownership creates conflicts of interest and in certain instances could provide an incentive for King Street to take actions that benefit certain Advisory Clients over the interests of other Advisory Clients. In determining how to resolve any such conflicts, King Street expects to act in a manner that it believes is fair and reasonable under the circumstances. Interests in RTCM and the Rockford Tower CDOs Certain Advisory Clients, King Street, RTCM, and their respective affiliates invest (directly or indirectly) in the interests of Rockford Tower CDOs. In particular, certain Advisory Clients and King Street each maintain an indirect ownership interest in RTCM and, to the extent required by and sufficient to satisfy applicable Risk Retention Rules, RTCM holds Risk Retention Interests in the Rockford Tower CDOs. RTCM’s purchase of interests in the Rockford Tower CDOs has given, and may in the future give, RTCM majority control positions in Rockford Tower CDOs. Any such control position or investment could provide an incentive to take actions that vary from the interests of the other holders of the Rockford Tower CDO securities. Particularly, in such a case King Street would have the ability to exercise voting rights, including control rights, with respect to matters as to which the holders of securities are entitled to vote, including, without limitation, any vote to direct a redemption or refinancing and any vote to accelerate or not to accelerate the payment of certain Rockford Tower CDO securities. In addition, RTCM and any Fund or Rockford Tower CDO have acquired, and may in the future acquire, securities in any other Rockford Tower CDO, and RTCM has owned, and may in the future own, a higher percentage of securities in one Rockford Tower CDO (or one tranche of the applicable Rockford Tower CDO) versus another Rockford Tower CDO (or another tranche of such Rockford Tower CDO). RTCM acts in its own interests with respect to such securities and in certain cases such interests conflict with or are adverse to the interests of other holders of securities in such Rockford Tower CDOs and Funds that invest in such Rockford Tower CDOs. Furthermore, King Street’s interests in RTCM (and any direct or indirect interests in the Rockford Tower CDOs) are likely to diverge from the interests of the relevant Funds that invest in RTCM (and/or the Rockford Tower CDOs). Liability Insurance The relevant liability standards under insurance coverage procured by King Street are expected to vary by carrier, and such standards are expected to vary from time to time depending on, for example, coverage features or limitations then-available from the carrier at the time of insurance contract renewal. As a result, insurance coverages from time to time are expected to vary from relevant liability and/or indemnity standards in the Governing Documents. Advisory Clients generally will be responsible for insurance premiums, as set forth in the Governing Documents, regardless of whether the liability and/or indemnity

standards in King Street’s insurance coverage are higher or lower than that set forth in the Governing Documents. Confidential Information. Given the highly competitive nature of the investment industry and the markets in which the Advisory Clients invest, King Street will generally seek confidentiality protections in its agreements with the Advisory Clients, limited partners, service providers and counterparties. Notwithstanding anything contained in any such agreements, including an Advisory Client’s governing documents, nothing shall prohibit any person from reporting possible violations of federal or state laws or regulations to any federal or state governmental agency, including, but not limited to, the Department of Justice, the U.S. Securities and Exchange Commission, Congress, and any agency inspector general, or from making other disclosures that are protected under the whistleblower provisions of federal or state laws or regulations. Furthermore, nothing herein or in any such other documents shall require any person to notify King Street that they have made such reports or disclosures.

Item 12. Brokerage practices

General King Street has sole discretion to determine, subject to each Advisory Client’s investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the exchanges, broker-dealers and other financial intermediaries to use in effecting transactions for the Advisory Clients, and the commission rates to be paid for such transactions. A more detailed discussion of how King Street makes use of this authority follows. King Street is authorized to determine the broker or dealer to be used for each securities transaction for the Advisory Clients.

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In selecting brokers or dealers to effect portfolio transactions, King Street will seek “best execution” taking into account such factors as King Street determines to be relevant, which may include price (including the applicable brokerage commission or mark-up or mark-down), size of the order, difficulty of execution, the operational facilities and reliability of the firm involved, the firm’s promptness of execution, adequacy of the firm’s trading infrastructure, technology and capital, the quality of service rendered to King Street or its affiliates in other transactions, confidentiality considerations, the firm’s financial stability and reputation, special execution capabilities, access to underwritten offerings, secondary markets and over-the-counter investment opportunities, the availability of bonds or stocks to borrow for short trades, the firm’s ability to accommodate any special execution or order handling requirements that may surround a particular transaction, any research or brokerage products or services provided by such brokers or dealers, and such other factors as King Street deems appropriate. King Street need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost or spread available. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various services they provide. Actual business received by a broker-dealer may be less than the suggested allocations, but can (and often does) exceed the suggestions because transactions are allocated on the basis of all the considerations described above. Each Advisory Client’s securities transactions can be expected to generate a substantial amount of brokerage commissions and other compensation, all of which the Advisory Clients, not King Street, are obligated to pay. King Street has sole discretion in deciding which brokers and dealers each Advisory Client uses and in negotiating the rates of compensation each Advisory Client pays. In addition to using brokers as agents and paying commissions, each Advisory Client is permitted to buy or sell securities directly from or to dealers acting as principals at prices that include mark-ups or mark-downs, and is

permitted to buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters or dealers. In addition, from time to time, King Street executes over-the-counter trades on an agency basis rather than on a principal basis. In these situations, the brokerdealer used by each Advisory Client may acquire or dispose of a security through a market-maker (a practice known as interpositioning). The transaction may thus be subject to both a commission and a mark-up or mark-down. King Street believes that the use of a broker-dealer in such instances can provide anonymity in connection with a transaction. In addition, a broker-dealer may, in certain cases, have greater expertise or ability in accessing the markets and executing a transaction. In light of the fact that certain Advisory Clients’ investment programs include trading as well as investments, short-term market considerations will frequently be involved. King Street believes that the turnover of the portfolios of such Advisory Clients (and, therefore, brokerage related expenses) is substantially greater than the turnover rates of certain other types of investment vehicles. Soft Dollars From time to time, the Advisory Clients pay a broker or dealer commissions (or mark-ups or mark-downs with respect to certain types of riskless principal transactions) at a higher rate than that which another broker or dealer might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by the broker or dealer. The use of any commissions or soft dollars to pay for research or brokerage products or services will fall within the safe harbor created by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”). Products or services furnished or paid for by brokers or dealers may include, without limitation, research products and services, such as research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, performance measurement data, consultations, economic and market recommendations, general reports, quotation services, as well as other brokerage products and services, such as special execution capabilities, clearance, settlement, net pricing, online pricing, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, financial strength and stability, efficiency of execution and error resolution, availability of stocks to borrow for short sales, custody, recordkeeping and similar services. Research obtained by the use of commissions arising from an Advisory Client’s portfolio transactions from time to time is used by King Street in its other investment activities and to service other Advisory Clients, and therefore the Advisory Clients that generated the commissions used to obtain the research are not necessarily, in any particular instance, the direct or indirect beneficiary of the research provided. Under Section 28(e), research or brokerage services obtained with soft dollars generated by an Advisory Client may be used by King Street to service other Advisory Clients, or clients other than that Advisory Client, if any. Where a product or service obtained with soft dollars provides assistance both within the safe harbor created by Section 28(e) and outside of the safe harbor, each Advisory Client will make a reasonable allocation of the cost that are paid for with soft dollars and pay the remaining portion using King Street’s own hard dollars. The portion of the cost of such products and services that King Street allocates to be paid for with soft dollars generated by an Advisory Client will be borne indirectly by the Advisory Client, rather than directly by King Street. Neither the management fees nor the performance-based compensation will be reduced as a result of the use of soft dollars. While soft dollars have been, and may in the future be, used as described above, third-party research-related products or services and brokerage services generally will be paid for directly by the Advisory Clients as an expense. King Street may derive substantial direct or indirect benefits from the use of soft dollars, as they may not otherwise have to produce, develop or acquire such research, products or services. Accordingly, the relationships with brokerage firms that provide soft dollar services present conflicts due to the ability to influence the judgment of King Street in allocating brokerage business of the Advisory Clients and create a conflict of interest in using the services of those brokers or dealers to execute the Advisory Clients’ brokerage transactions.

Aggregation of Trades King Street will typically aggregate sale and purchase orders of securities on behalf of the Advisory Clients if King Street believes that such aggregation is reasonably likely to result in an overall benefit to the Advisory Clients based on an evaluation of factors in King Street’s sole discretion. In many instances, the purchase or sale of securities for the Advisory Clients will be effected simultaneously. In certain instances, such transactions are made at slightly different prices, due to the volume of securities purchased or sold. Each Advisory Client that participates in an aggregated order generally will participate at the average price for all of King Street’s transactions in that investment on a given business day (provided, that this policy is subject to the sole discretion of King Street, and with respect to certain instruments such as option contracts, determining the average price may not be possible), with transaction costs shared pro rata based on each Advisory Client’s participation in the transaction. King Street will receive no additional compensation of any kind as a result of an aggregated order. For certain over-the-counter transactions (e.g., bank debt, derivatives), for administrative and operational reasons, King Street in certain instances executes a transaction in an Advisory Client’s name and enters into a participation agreement granting an interest in the relevant investment to other Advisory Clients or vice versa, rather than having each participant purchase its allocable share directly. Furthermore, King Street has established, and may in the future establish, one or more special purpose vehicles in which one or more of the Advisory Clients have invested, and may in the future invest, for tax, legal, operational or other reasons when deemed to be in the interest of the relevant Advisory Clients. In such circumstances, the Advisory Clients have guaranteed, and may in the future guarantee, the obligations of each other and/or any such special purpose vehicles. Allocation of Investment Opportunities King Street and its affiliates and their respective members, directors, officers and employees (“Affiliated Parties”) have conflicts of interest in allocating investments among, and in effecting transactions and taking actions for, the Advisory Clients, including as a result of having differing economic interests in different Advisory Clients. In order to mitigate these conflicts, King Street has adopted policies and procedures pursuant to which investment opportunities are required to be allocated by King Street and its Affiliated Parties on a fair and equitable basis among the Advisory Clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations (a) whether the riskreturn profile of the proposed investment is consistent with the objectives of the Advisory Clients, which objectives may be considered (i) solely in light of the specific investment under consideration or (ii) in the context of the portfolio’s overall holdings and available capital; (b) the potential for the proposed investment to create an imbalance in the portfolio of the Advisory Clients; (c) liquidity requirements of the Advisory Clients; (d) potential tax consequences; (e) legal, contractual or regulatory restrictions; (f) the desire to adjust the risk profile of one or more of the Advisory Clients; (g) there being Advisory Clients with a substantial amount of investable cash (e.g., during a “ramp-up” period) or a substantial reduction in available cash; (h) whether such allocation would create de minimis exposure with respect to such Advisory Clients; and (i) other relevant factors as determined by King Street. In certain instances, such considerations result in allocations among the Advisory Clients on other than a pari passu basis. In addition, the Affiliated Parties generally allocate to Advisory Clients that specialize in investments in a limited set of asset classes, sectors, geographic regions, industries or markets greater than their pari passu share of any investments in such asset classes, sectors, geographic regions, industries or markets. Notwithstanding the foregoing, the Affiliated Parties are generally not under any obligation to share any investment opportunity, idea or strategy with a particular Advisory Client. From the standpoint of the Advisory Clients, simultaneous identical portfolio transactions for each individual Advisory Client tend to decrease the prices received, and increase the prices required to be paid, by each Advisory Client for their portfolio sales and purchases. Further, it may not always be possible or consistent with the investment objectives of each Advisory Client for the same investment positions to be taken or liquidated at the same time or at the same price.

King Street’s allocation of investment opportunities in the manner discussed herein may not, and often will not, result in proportional allocations among the relevant Advisory Clients, and such allocations in certain instances are more or less advantageous to some such Advisory Clients relative to others. There can be no assurance that an Advisory Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made, will be as favorable as they would be if the conflicts of interest to which King Street may be subject, discussed herein, did not exist. Capital Introduction Services From time to time, broker-dealers (including, without limitation, prime brokers) and other counterparties assist the Advisory Clients in raising additional funds from investors by introducing an Advisory Client to prospective investors, including by permitting the Advisory Client to participate in capital introduction programs provided by the broker-dealer or its affiliates. Subject to best execution, King Street is permitted to direct brokerage through such broker-dealers or engage such broker-dealers for the provision of prime brokerage services. While King Street confirms that no additional brokerage compensation is charged in respect of such services and no requirements are imposed regarding any particular level of business, King Street nevertheless faces a conflict of interest in that it has an incentive to select a broker-dealer for the Advisory Clients based on King Street’s interest in receiving investor referrals, rather than on the Advisory Clients’ interest in receiving most favorable execution. Execution Risk: Trade Errors King Street’s trading activity for the Advisory Clients involves multiple instruments, multiple broker-dealers and counterparties and multiple strategies. Further, the execution of the trading and investment strategies employed by King Street for the Advisory Clients may require a high volume of trades, complex trades, difficult to execute trades, use of negotiated terms with counterparties such as in the use of derivatives, and the execution of trades involving less common or novel instruments. King Street has trained the trading and operational staff devoted to executing, settling and clearing such trades. However, in light of the foregoing, some slippage, trade errors and miscommunications with broker-dealers and counterparties occur and result in losses to the Advisory Clients. King Street endeavors to detect trade errors quickly and correct and/or mitigate any such errors in an expeditious manner. To the extent an error is caused by a counterparty, such as a broker-dealer, King Street will attempt to recover any loss associated with such error from such counterparty. Any costs or losses resulting from trade errors or order errors are generally borne by an Advisory Client unless such errors are due to actions by King Street for which King Street would not be entitled to indemnification. See Item 16 (Investment Discretion). Moreover, King Street has a conflict of interest in determining whether a trade error is indemnifiable. Given the large volume of transactions executed by King Street on behalf of the Advisory Clients, investors should assume that trade errors (and similar errors) will occur and that the Advisory Clients will be responsible for any resulting losses.

Item 13. Review of accounts

Depending on the type of Advisory Client, King Street performs various daily, monthly and/or quarterly reviews of their portfolios. These reviews are conducted by various groups within King Street, including: (i) the managing member; (ii) portfolio managers, (iii) investment committee members, traders and research analysts who monitor and review positions and risk; (iv) certain back office personnel who are responsible for valuation, confirmations, settlements, position reconciliation and allocating profits and losses of the Advisory Clients; and (v) certain risk management personnel.

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Investors in the Funds generally receive (i) periodic reports containing information regarding the Fund, (ii) annual GAAP audited financial information, and (ii) annual tax information necessary for each investor’s tax return. For Rockford Tower CDOs, an independent trustee is responsible for preparing periodic reports and distributing them to investors. In addition, King Street provides to certain investors, prospective investors and certain other parties, upon request, on such terms as King Street determines, in its sole discretion, certain information relating to the relevant Advisory Client’s portfolio investments.

Item 14. Client referrals and other compensation

King Street does not currently provide investment advice to any clients other than the Advisory Clients, and from time-to-time utilizes solicitation arrangements in connection with soliciting investors for Funds. King Street will in the future enter into additional arrangements to provide investment advice to other clients. Broker-dealers (including, without limitation, prime brokers) and other counterparties provide a variety of services, including underwriting and capital introduction services. King Street is not required to direct any volume of business in return for these services. However, it has an incentive to maintain relationships with these firms based on their prior and continued services.

Item 15. Custody

King Street is deemed to have custody over the assets of the Funds under the Advisers Act because of the authority of King Street and its affiliates over the accounts and assets of these Funds. Although investors in the Funds do not receive statements directly from their respective qualified custodians, they do receive the applicable Fund’s annual financial statements audited by an independent public accounting firm. See Item 13 (Review of Accounts). The audited financial statements are prepared in accordance with generally accepted accounting principles and distributed within 120 days of the applicable Fund’s fiscal year end as required by the Advisers Act. Investors in the Funds are urged to carefully review such statements.

Item 16. Investment discretion

Except in certain limited circumstances, King Street exercises sole discretion in managing the investments of each Advisory Client, based on each Advisory Client’s particular investment objectives, policies and strategies and in accordance with each Advisory Client’s Governing Documents. For more information, please see Item 4 (Advisory Business). Investment guidelines and restrictions are set forth in the respective Governing Documents for each Advisory Client. When selecting securities and determining amounts, King Street observes the investment policies, limitations and restrictions of the relevant Advisory Client for which it advises pursuant to its Governing Documents.

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For SMAs, King Street enters into an investment management agreement with each client pursuant to which it is authorized to supervise and direct the investment of the account and to execute transactions and related documentation on the client’s behalf in accordance with that agreement. Each such agreement generally sets forth the applicable investment guidelines, restrictions and scope of King Street’s authority.

Purchase and sale transactions (including derivatives transactions and loan participations) have been and may in the future be “crossed” (i.e., effected between Advisory Clients, including Advisory Clients deemed

to be principal accounts for this purpose) if the holdings are independently considered appropriate for purchase and sale by different Advisory Clients, or to adjust the exposure of certain portfolio securities holdings among the Advisory Clients. Such transactions are subject to the following guidelines: (i) they will be effected at a price determined in accordance with each Advisory Client’s valuation policies for the particular securities or assets; and (ii) no extraordinary brokerage commissions or fees (i.e., except for customary transfer fees or commissions paid to a third party for effecting the transfer) or other remuneration will be paid in connection with any such transaction. In addition, subject to any limitations set forth in the applicable Governing Documents, King Street reserves the right to have one Advisory Client invest, directly or indirectly, in the interests of other Advisory Clients. Such ownership creates conflicts of interest, and in certain instances could provide an incentive for King Street to take actions that benefit one or more Advisory Clients over another. In determining how to resolve any such conflicts, King Street seeks to act in a manner that it believes is fair and reasonable under the circumstances. In some circumstances a cross trade will be viewed as a “principal transaction” due to the ownership interest in one or more of the Advisory Clients by King Street, its affiliates or their personnel. To the extent that such a transaction constitutes a principal transaction under the Advisers Act, appropriate consent to the trade will be obtained from the relevant Advisory Clients, as applicable, in accordance with the requirements of the Advisers Act and their Governing Documents, which, in the case of the Funds, generally include approval by a board of directors, advisory committee or independent reviewer. Any decision of a board of directors, advisory committee and/or independent reviewer to approve or disapprove a transaction will be binding on all investors in the relevant Fund. Cross Transactions – King Street has in the past, and is expected to in the future, determine in certain circumstances that it is in the best interests of a particular Advisory Client and of another Advisory Client that the particular Advisory Client should invest in an existing portfolio company of another Advisory Client, or to cause a particular Advisory Client to (i) acquire all or a portion of the interests in one or more portfolio companies from another Advisory Client (including situations where a new Advisory Client is organized by King Street solely for this purpose), or (ii) make a primary investment in such other Advisory Client’s portfolio company. This may be done for various reasons, including but not limited to, to reduce transaction costs, increase execution efficiency, and/or capitalize on opportunities for liquidity and risk management. Such transactions create conflicts of interest because, by not exposing such buy and sell transactions to market forces, an Advisory Client may not receive the best price otherwise possible, or King Street might have an incentive to improve the performance of one Advisory Client by selling underperforming assets to another Advisory Client or by selling attractive assets to another Advisory Client that is seeking to raise capital, in each case in order, for example, to earn fees. These conflicts are heightened to the extent the relevant securities are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what may ultimately be the underlying investment’s fair value. Depending on the transaction structure, such transaction may disproportionately benefit the purchasing or selling Advisory Client (or King Street as a result of its interests in the Advisory Client), and the other Advisory Client may incur expenses or forgo gains that would have been obtained had it not exited such company or companies. The acquisition by an affiliated Advisory Client may also lead to the other Advisory Client holding the remaining portion of the company, if any, longer than it otherwise would have if it had instead disposed of the entire asset, which will increase the risk for loss. Additionally, in connection with such transactions, King Street, its affiliates, and/or their personnel (i) generally have significant investments, or intentions to invest, in the Advisory Client that is selling and/or purchasing such an investment; or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). King Street and its affiliates receive management fees or other fees in connection with their management of the relevant

Advisory Clients involved in such a transaction, and generally are entitled to share in the investment profits of the relevant Advisory Clients. Any incremental costs and expenses associated with any such investment generally will be borne by such Advisory Clients on a pro rata basis. To address these conflicts of interest, in connection with effecting such transactions, King Street will follow any applicable investment allocation requirements of the relevant Advisory Clients (e.g., the Governing Documents of certain Advisory Clients may provide for the rebalancing of investments at certain times and at a cost set forth in those Governing Documents so that these Advisory Clients’ resulting ownership of investments are generally proportionate to the relative capital commitments or investable assets, as applicable under the relevant Governing Documents, and King Street’s written policies and procedures regarding investment allocation. King Street’s General Counsel or Chief Compliance Officer will be responsible for confirming that King Street (i) considers its respective duties to each Advisory Client; (ii) determines whether the purchase or sale and price or other terms are comparable to what could be obtained through an arm’s length transaction with a third party on commercially reasonable terms; and (iii) obtains any required approvals of the transaction’s terms and conditions. In addition, the relevant Advisory Client general partners (each, a “General Partner”) reserve the right to seek to mitigate such conflicts by seeking the opinion of an unaffiliated third party (including the use of a consultant or investment banker to opine as to the fairness of a purchase or sale price). However, the General Partner does not always expect to obtain such an opinion or consent. While King Street may (but is not required to) engage an independent valuation firm selected by King Street that would either value such investments or review King Street’s valuations, there can be no assurance that such valuations will be accurate. The General Partner also may determine that the willingness of a third-party to make an investment on substantially the same economic terms demonstrates the fairness of the relevant transaction to the Advisory Client under then-current market conditions. Further, Advisory Clients nearing the end of their term are expected from time to time to sell their interest in commonly held investments to other Advisory Clients with more time remaining in their term, which gives rise to the conflicts of interest discussed herein. Conflicts of interest are also heightened in the foregoing transactions to the extent the partners of the General Partner are assigned varying percentages of carried interest from Advisory Clients in the same investment, or if economic terms, performance and/or the potential for carried interest vary between Advisory Clients, particularly when one Advisory Client sells its portion of such investment to another Advisory Client, which could cause a portion of such carried interest to become “crystallized.” The General Partner intends to conduct such transactions in a manner that the General Partner believes to be fair and equitable to each Advisory Client under the circumstances, including a consideration of the potential present and future benefits with respect to each Advisory Client. From time to time, for strategic and other reasons, a co-investor or co-invest vehicle (including a coinvesting or companion Fund) purchases a portion of an investment from one or more Advisory Clients after such Advisory Clients have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Advisory Client investor capital contributions and/or use of an Advisory Client credit facility. Any such purchase from an Advisory Client by a co-investor or co-invest vehicle generally occurs relatively soon after the Advisory Client’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could occur well after the Advisory Client’s initial purchase. Where appropriate, and in King Street’s sole discretion, in accordance with the relevant Advisory Clients’ Governing Documents and King Street’s written policies and procedures, King Street reserves the right to charge interest on the purchase to the coinvestor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Advisory Client for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by such relevant Advisory Client.

There can be no assurance that the return on a particular Advisory Client’s investments (either on a gross or net basis) will be the same as the returns obtained by another Advisory Client participating in a given transaction, that such investments will have the same time horizon or that any such conflict of interest between a particular Advisory Client and another Advisory Client can be resolved in a manner that is beneficial to each Advisory Client. In that regard, actions may be taken for one or more Advisory Clients that adversely affect other Advisory Clients. Inter‑Client Creditor Arrangements; Cross‑Collateralization – King Street is permitted, on behalf of one or more Advisory Clients, to negotiate, structure, or consent to credit arrangements with a borrower that include cross‑default, cross‑collateralization, or similar provisions. Under certain scenarios, such provisions permit an Advisory Client that holds debt secured by one set of assets of a borrower to deem such debt in default as a result of a default by the borrower with respect to separate indebtedness held by another Advisory Client and secured by different assets of the same borrower, or require that proceeds from the sale, refinancing, or other disposition of a borrower’s assets be applied, in whole or in part, to repay or reduce indebtedness held by one or more other Advisory Clients, rather than being applied solely to the indebtedness directly associated with the assets sold or as may otherwise be intended by the borrower. Such arrangements are intended to enhance recoveries, strengthen creditor protections, and/or improve the overall credit position of certain Advisory Clients. However, the enforcement of cross‑default or cross‑collateralization provisions could accelerate defaults, trigger remedies, or divert collateral value in a manner that provides a greater benefit to one Advisory Client over another Advisory Client. Similarly, the allocation of asset sale proceeds to repay indebtedness held by other Advisory Clients may reduce or delay the borrower’s ability to reduce other debts and stabilize its operations. As a result, these credit arrangements could negatively impact an Advisory Client. Decisions regarding whether to negotiate, agree to, or enforce cross‑default, cross‑collateralization, or proceeds‑sharing provisions involve subjective judgments by King Street that could have the effect of favoring one Advisory Client or group of Advisory Clients over others. In addition, King Street’s desire to preserve relationships with borrowers, counterparties, or other Advisory Clients, to manage portfolio‑wide risk, or to protect the reputation or performance of certain strategies could influence such decisions. There can be no assurance that any particular Advisory Client will not be adversely affected by these arrangements or by King Street’s exercise of discretion in connection with them. Direct Lending – From time to time, King Street expects one or more Advisory Clients, in lieu of participating in direct lending activity, to acquire interests in loans (directly or through one or more separately or jointly-owned special purpose entities) from other Advisory Clients solely on a secondary basis on terms that are fair and reasonable to the participating Advisory Clients. In such a transaction, one or more Advisory Clients would originate loans and, after those loans have been held for certain holding periods, offer to sell a portion of such loans to other Advisory Clients at the then-current fair market values of such loans. Since (i) the decision by certain Advisory Clients to originate the loans and (ii) the decision by the other Advisory Clients to acquire a portion of such loans would be made as separate, independent decisions, it is possible from time to time that certain loans originated by Advisory Clients are not subsequently transferred or sold to such other Advisory Clients. During the period that an Advisory Client holds loans prior to offering them for sale to other Advisory Clients, such loans could increase in value. To the extent that the Advisory Client holding the loan is not successful in consummating any such participation, assignment or sale, the Advisory Client will likely be forced to hold such excess until such time as it can be disposed of. In addition, an Advisory Client could hold investments that are sold or called before such investments are available for sale to other Advisory Clients, which could impact overall performance. As a result, Advisory Clients that tend to invest in a parallel manner could hold different investments in their respective loan portfolios, and the Advisory Client holding the loans would bear all of the risk of the loans during any specified holding period (and would benefit from any appreciation in value

during such period), and could be forced to retain a disproportionate amount of the loan if the other Advisory Clients elected not to purchase them. Any such transactions raise conflicts of interest, including, but not limited to, the incentive for King Street to cause an Advisory Client to sell a loan to a different Advisory Client at a price higher or lower than the price that could have been paid to or received from a third party, as the case may be. The significant investment of King Street and its affiliates in various Advisory Clients also creates a conflict of interest in selling such loans originated by those Advisory Clients. These conflicts are heightened to the extent the relevant instruments are illiquid or do not have a readily ascertainable value, and there generally can be no assurance that the price at which such transactions are entered into represent what would ultimately be the underlying investment’s fair value.

Item 17. Voting client securities

King Street has adopted written proxy voting policies and procedures intended to satisfy the requirements of Rule 206(4)-6 under the Advisers Act. King Street will vote proxies in the best interest of the applicable Advisory Client and in accordance with its proxy voting policies and procedures. The proxy voting policy provides, among other things, that in general, if there is a conflict of interest or potential conflict of interest between the applicable Advisory Client, on the one hand, and King Street, on the other, the proxy will be voted in the best interest of the applicable Advisory Client.

Read the rest of Item 17 (359 more words)

If King Street determines that any such conflict of interest exists or may be perceived to exist when voting a proxy, King Street, in accordance with its proxy voting policy, may seek to resolve such conflict by: (i) delegating the voting decision for such proxy proposal to an independent third party; (ii) delegating the voting decision to an independent committee of partners, members, directors or other representatives of the Advisory Clients, as applicable; (iii) informing an investing SMA Advisory Client or the investors in the investing Funds, as applicable, of the conflict of interest and obtaining consent to vote the proxy as recommended by King Street; or (iv) obtaining approval of the decision from a King Street legal officer and/or the King Street Conflicts Committee. In general, King Street’s proxy voting policy is to vote in accordance with the recommendation of the company’s management, unless, in King Street’s sole discretion, such recommendation is not in the best interests of the investing Advisory Clients. The Advisory Clients do not have the right to direct King Street on how to vote on a particular matter. There have been, and may in the future be, circumstances when refraining from voting a proxy is in an Advisory Client’s best interest including, without limitation, when and if King Street determines that the cost of voting the proxy exceeds the expected benefit to the Advisory Client. Furthermore, the Advisory Clients invest in non-U.S. securities. The laws and regulations governing shareholder rights and voting procedures differ around the world, and in certain countries, the requirements, restrictions or costs involved with voting may outweigh any benefit that the Advisory Clients would receive by voting the proxies involved. In such cases, King Street may decide, in its sole discretion, it is in the best interests of the Advisory Clients not to vote the applicable proxies. A copy of King Street’s Proxy Voting Policies and Procedures and information on how an Advisory Client’s securities have been voted may be obtained by submitting a written request directed to: Chief Compliance Officer, King Street Capital Management, L.P., 299 Park Avenue, 40th Floor, New York, NY 10171 or by calling (212) 812-3130.

Item 18. Financial information

There is no current financial condition that is reasonably likely to impair King Street’s ability to meet its contractual commitments to the Advisory Clients.

Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.