Himalaya Capital: investment adviser

LL Group, LLC and LL Group (Offshore), LLC serve as the General Partners (each, a “GP”, and collectively “GPs”) of the Master Fund and the Offshore Feeder Fund, respectively. Both of the GPs are Delaware limited liability companies under common control with Himalaya Capital. C. We manage HCI’s investments in accordance with investment objectives set forth in HCI’s Limited Partnership Agreements (“LPAs”). The investment management services Himalaya Capital provides to HCI includes control over HCI’s investment decisions, execution of discretionary trades in a manner consistent with HCI’s investment strategies, and arrangement and execution of certain administrative duties, including arranging for an annual financial audit and contracting with a fund administrator and other duties. HCI’s investors are admitted as limited partners (“Limited Partners”) but are not considered our clients. We generally do not provide any individualized investment advice or tailor our advisory services to the needs of Limited Partners. D. Himalaya Capital does not participate in wrap fee programs. E. As of December 31, 2025, we managed approximately $21,392,207,523 in regulatory assets under management on a discretionary basis.

HCI bears all reasonable out-of-pocket costs and expenses (other than Himalaya Capital’s general overhead expenses) incurred in connection with the operation or business of HCI, including all investment expenses (including brokerage commissions, expenses related to the purchase and sale of illiquid securities, clearing and settlement charges, custodial fees, bank service fees and interest expenses), expenses incurred in connection with the offering and sale of limited partnership interests, and extraordinary expenses related to HCI. D. Himalaya Capital does not require the prepayment of fees. However, as discussed above in Item 5.C, HCI reimburses Himalaya Capital for certain expenses after such expenses are incurred, subject to the terms of HCI’s LPAs. E. Neither Himalaya Capital nor any of its supervised persons accept compensation for the sale of securities or other investment products. HCI has entered into side letters in the past and may do so in the future at its discretion.

Each GP’s receipt of incentive allocations is intended to align Himalaya Capital’s interests with those of HCI and its Limited Partners, and to provide Himalaya Capital with a greater incentive to manage assets well. The nature of performance-based fees, however, may create potential conflicts of interest between Himalaya Capital and its supervised persons, and HCI and its Limited Partners. For example, a performance-based fee arrangement may create an incentive for Himalaya Capital to make investments on behalf of HCI that are riskier, more speculative, or exhibit more volatility, than in the absence of a performance-based fee. Furthermore, because the incentive allocation may be based in part on unrealized gains, Himalaya Capital may also have an incentive to seek a higher valuation of HCI’s investments, especially of securities with no readily ascertainable market values. We seek to mitigate these potential conflicts of interests in a number of ways. First, the Portfolio Manager is invested in HCI to a significant degree relative to his net worth; therefore, any gains or losses to HCI will affect him directly and materially. Second, HCI’s LPAs generally require (i) publicly traded securities held by HCI to be valued based upon the closing price on the securities market at which such securities are primarily traded; and (ii) securities that are not publicly traded to be valued reasonably in accordance with generally accepted accounting principles, until such securities have been sold or become publicly traded on an established securities market. These valuation mechanisms are designed to, among other things, prevent overstatement of HCI’s investment portfolio for the purposes of calculating incentive allocations. Himalaya Capital does not represent that the incentive allocation’s amount or calculation is consistent with the performance-based fees charged by other investment advisers under the same or similar

circumstances. The incentive allocation may be higher or lower than the performance-based fees charged by other investment advisers for the same or similar services.

Prospective investors are strongly encouraged to carefully evaluate the following and review the applicable LPA, subscription agreement, offering documents, and/or other governing documents (collectively, “Fund Documents”) in their entirety and consult their own legal, tax, and financial advisors prior to investing in HCI. Information provided below is qualified in its entirety and may be supplemented and/or superseded by information provided in the applicable Fund Documents. Himalaya Capital seeks to achieve capital appreciation for HCI over a very long period of time while minimizing the risk of permanent capital impairment by identifying and acquiring global securities, usually at a deep discount to intrinsic value. We try to invest mostly, but not exclusively, in securities issued by companies that we have identified as having substantial “economic moat” and long-term growth potential but trading at market prices well below intrinsic value. We have traditionally focused on companies in, or related to, Greater China, the U.S., Japan, and South Korea, and we expect this focus to continue, but have the ability to invest in other markets as we deem appropriate. We are not limited with respect to the types of investment strategies we may employ, or the markets or instruments in which HCI may invest. Over time, and as markets change, we will seek to take advantage of opportunities whenever and wherever they may arise. Intrinsic Value and Long-Term Investing. Himalaya Capital is committed to identifying and investing in securities that we believe are trading at a deep discount to their “intrinsic value.” We believe that

purchasing securities at deep discounts provides a margin of safety for HCI while maximizing potential profitability. In choosing individual securities for HCI, Himalaya Capital tends to focus on long-term potential for capital appreciation (often in the five to ten-year range or longer). We largely avoid entering into transactions that attempt to limit volatility risk, such as “shorting” (except in very special situations when we have identified an opportunity that furthers HCI’s investment goals). Nor do we engage in active day-to-day trading in order to protect short-term performance. Instead, we rely on discounted valuations to reduce the risk of overall portfolio loss over the long term. We believe this strategy will produce better returns for HCI over the long term than it would be able to achieve with a strategy of going both long and short to smooth out volatility and improve short-term returns. To accomplish such long-term appreciation, we expect volatility in the interim. Occasional, and sometimes long lasting, declines in reported net asset value, computed on the basis of quoted market prices of the securities held, will be inevitable. Such declines are acceptable because of our long time horizon and how we define “risk.” We view real risk as the permanent impairment of capital rather than mere market price volatility. We do not believe we can reduce this kind of risk by frequently engaging in short transactions. We believe that there are only a finite number of excellent investment opportunities, and that there is a limit as to the number of opportunities that a portfolio manager can physically investigate and understand well. Thus, we believe a portfolio manager should only concentrate on a few excellent investment targets at any given time. To go beyond those few excellent targets without understanding new opportunities well, will only serve to increase the chances of permanent capital loss. We believe a widely diversified portfolio managed by otherwise reasonably competent managers who are less informed about their investments is “riskier” than a concentrated portfolio managed by the same managers in which every position is well researched and well understood. Therefore, in order to reduce real portfolio risk, we are willing to accept temporary and even prolonged volatility within a more concentrated group of carefully selected investments. Margin of Safety. Benjamin Graham wrote in his book “The Intelligent Investor” that “in the short run the market is a voting machine, but in the long run it is a weighing machine.” (The Intelligent Investor, pg. 477). We believe that market price fluctuation will even out in the long run and the market price of a security will eventually converge to its intrinsic value over the time. Therefore, we do not view market price volatility as risk but as opportunity. In order to avoid the permanent impairment of capital, HCI looks for a “Margin of Safety.” This means buying the security at a deep discount to its intrinsic value when its market price is severely depressed by market volatility. The discount must generally be big enough to justify the possibility of a permanent loss of capital, or its net asset value has to be high enough to provide sufficient protection. By taking this approach, HCI often identifies investment opportunities when the market is in dislocation or when the price of a particular security has experienced a large temporary decline. Circle of Competence and Geographic Focus. We firmly believe in the concept of a circle of competence developed by Warren Buffett. Mr. Buffett believes that with tireless long-term effort, investors can build their circle of competence, which will give them an unparalleled insight and understanding of selected industries and companies. Over the past 20-plus years, we believe we have developed in-depth

knowledge about traditional industries such as consumer products, utilities and financial services, as well as newer, innovative areas such as alternative energy, semiconductors, the Internet, and artificial intelligence. In the foreseeable future, HCI is likely to continue to invest in these industries and we may expand our circle of competence into other industries. Over time, we have also developed deep understanding of the capital markets in North America and select East Asian countries that are strongly influenced by Confucianism, including Greater China, Japan, and South Korea. Today we tend to find better opportunities in Asia than in North America, especially in Greater China. However, market disruptions around the world will provide opportunities across global markets from time to time. As a general matter, HCI’s current portfolio principally invests in equity securities issued by companies based in or with significant connections to Greater China, Japan, South Korea and the United States. Management Relationships. In monitoring HCI’s investments, Himalaya Capital will seek to know the management teams of the companies in which we invest. In our experience, company management teams often seek the advice of long-term investors that have a deep understanding of their businesses. We do not seek to be an “activist” investor or to direct or influence management, but we will provide advice when we deem it appropriate. Types of Investments. We seek for HCI to invest mostly in securities that are traded in the public market, but up to 40% of HCI’s total net asset value may be invested in private companies that fall within HCI’s investment philosophy. In certain circumstances, we may decide that it is advisable for HCI to take a controlling position in a company, or to buy a company outright, either alone or as part of an acquisition group. HCI will not guarantee or otherwise make itself liable for any of the debts of the companies in HCI’s portfolio. Additionally, HCI may invest in governmental obligations, or it may maintain cash or cash-equivalent funds, including direct or indirect demand deposits, certificates of deposit, time deposits, money market instruments or similar investments. Side Pocket Investments. From time to time, we will designate one or more investments in the portfolio as “Side Pocket Investments.” Only Limited Partners on the date a Side Pocket Investment is designated shall participate in that investment. A Side Pocket Investment will effectively operate as its own minipartnership on the same terms as HCI with respect to allocations of net profit and net loss and the General Partners’ incentive allocation. A Side Pocket Investment will continue to be treated as such until it is sold or we determine that it should be part of the regular portfolio. Leverage. We may cause HCI to borrow at any time using margin accounts or other forms of secured or unsecured debt. Ordinarily, debt will be small or moderate, but it may be expanded to up to 50% of HCI’s net asset value when we are confident in the wisdom of so expanding the use of it. Also, in order to avoid a forced sale of assets, HCI may elect to maintain a debt amount that was once permitted despite subsequent declines in the value of assets. Since inception of the firm, we have borrowed to pay investor redemptions, but we have used very little leverage. Risks. The material risks associated with Himalaya Capital’s investment strategy for HCI include, but are not limited to, the following: A. Strategy and Portfolio Risks • general investment and trading risks, including the risk of loss of capital; • risks associated with investments in undervalued securities;

competition from established investment funds, many of which have much greater capital resources than HCI; • risks associated with maintaining a concentrated portfolio, which can magnify losses suffered by HCI in the event any particular investment made by HCI declines in value; • asset allocation risks; • risks associated with non-controlling, minority investments; • risks associated with investments in small cap public equities, which often involve higher risks than investments in larger, more stable companies; B. Liquidity and Market Risks • risks associated with investments in illiquid investments or thinly traded investments; • limited ability of Limited Partners to withdraw from HCI; • volatility risk; • limited visibility into HCI’s holdings; • risks associated with changes in interest rates; • risks associated with inflation, including the potential for reduced real returns, increased input and labor costs, adverse impacts on portfolio company profitability, and negative effects on economic activity resulting from governmental efforts to control inflation; C. Securities and Transaction Risks • risks associated with HCI taking significant positions in the securities of a public company; • risks associated with private investments in public entities; • risks associated with any investment made by HCI in junior securities, debt securities and options; • risks associated with any use of leverage by HCI, including the magnification of losses as a result of such use of leverage; • risks associated with the use of leverage by HCI’s portfolio companies, including any inability by a portfolio company to generate adequate cash flow to meet debt service; • risks associated with any hedging activities by HCI; D. Geographic, Geopolitical and Macroeconomic Risks • risks associated with investments in foreign securities; • currency exchange risks; • risks associated with economic, political and social instability, including armed conflict or war; • risks associated with geopolitical tensions in East Asia, including potential conflict between the PRC and Taiwan and North Korea-related instability, which may adversely affect regional markets, capital flows and the value of HCI’s investments; • risks associated with geopolitical conflict in the Middle East, including disruptions to global energy markets and supply chains that may indirectly affect Asian economies and portfolio companies; • risks associated with epidemics, pandemics and other health risks or infectious disease outbreaks adversely impacting global economic output; E. Regulatory and Compliance Risks • risks associated with Himalaya Capital’s possession of material nonpublic information, including restrictions on the ability of HCI to trade in the securities of an issuer with respect to which it has such information; • regulatory risks in both U.S. and Chinese jurisdictions, including trading restrictions, capital markets regulations, taxation, and burdens that may affect business operations, asset valuations, and investor returns.

risks associated with U.S. and international economic sanctions, including OFAC-administered programs, that may restrict HCI’s ability to hold or transact in securities of certain countries, entities or individuals; • risks associated with the U.S. Outbound Investment Rule (31 CFR Part 850), which prohibits or requires notification of certain U.S. person investments in Chinese companies in covered sectors, including semiconductors, quantum technologies and artificial intelligence; F. Operational Risks • risks associated with cybersecurity failure by HCI’s portfolio companies or Himalaya Capital itself; and • risks associated with fraudulent conduct by HCI’s portfolio companies.

As previously discussed in further detail in Item 6 above, conflicts of interest between Himalaya Capital and HCI may arise due to a GP’s receipt of incentive allocations from HCI. The manner in which we address these potential conflicts is discussed in further detail in Item 6 above. Additionally, to the extent that the Portfolio Manager and/or other representatives of Himalaya Capital serve on the board of a portfolio company in which HCI invests (each, a “Portfolio Company”), conflicts of interest may arise involving a Portfolio Company. We will seek to identify any conflicts that exist between the interests of Himalaya Capital and HCI. This examination will generally include a review of the relationship between Himalaya Capital and its related persons, and Portfolio Companies and their respective affiliates, to determine whether a Portfolio Company or its affiliates have a conflicting relationship with Himalaya Capital or a Limited Partner. In order to reduce such potential conflicts of interest, HCI’s LPAs require director fees received by the Portfolio Manager for serving on the board of a Portfolio Company (net of taxes) to either be assigned to HCI or be applied as an offset against expenses otherwise payable by HCI. D. Himalaya Capital does not recommend or select other investment advisers for its clients and does not receive compensation from those advisers that creates a material conflict of interest or have other business relationships with those advisers that create a material conflict of interest.

requirements that employees submit regular reports regarding their personal holdings to our Chief Compliance Officer; Governing brokerage practices and soft dollar policies; Governing use of advertising and promotional materials; Governing conflicts of interests; and Recordkeeping requirements.

Himalaya Capital employees are required to certify their compliance with the Code of Ethics on an annual basis. Limited Partners and prospective Limited Partners may request a copy of our Code of Ethics by contacting us at the address or phone number listed on the cover page of this Brochure. B. Neither Himalaya Capital nor any of its related persons recommend to HCI, or buy or sell for HCI’s account, securities in which we or any related persons have a material financial interest (other than any indirect financial interest arising from our or such related person’s investment in HCI). C. Himalaya Capital generally restricts itself, its principals and its related persons from investing in securities issued by a company in which HCI has a position or a company in which we are contemplating an investment (the “Portfolio Company” or “Portfolio Companies”). However, associated persons occasionally acquire beneficial ownership in Portfolio Companies. This occurs where an access person’s family member acquires interests in a Portfolio Company through automatic receipt of shares, such as through an employee stock option plan. In these situations, Himalaya Capital shall grant the access person the ability to divest of such Portfolio Company securities if doing so does not otherwise conflict with the trading activity of HCI (such as described in section D below). D. Neither Himalaya Capital nor any of its related persons recommend to HCI, or buy or sell for HCI, securities at or about the same time that Himalaya Capital or its related persons buy or sell the same securities for our own respective accounts.

financial strength and responsiveness. We generally use only self-generated research and seldom use external research. Accordingly, we generally do not select brokers on account of research, statistical or other information services provided by the broker. At this time, it is Himalaya Capital’s policy not to use “soft dollars” to pay for any product or services or otherwise enter into any “soft dollar” arrangement with any broker-dealer. B. We only advise HCI, a mini-master fund complex where trades are substantially exclusively executed at the Master Fund level. As a result, we generally do not aggregate client transactions. Nevertheless, we have adopted policies and procedures to provide equal and fair treatment among clients and to prevent one client from receiving preferential treatment over another to the extent that we aggregate client trades.

Additionally, HCI is audited annually by an independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board, and Limited Partners receive the relevant audited financial statements prepared in accordance with generally accepted accounting principles within 120 days of HCI’s fiscal year end.

Under these policies and procedures, we seek to vote proxies in a manner we believe to be in the best interests of HCI, taking into account relevant factors, including: (i) the impact on the value of the securities owned by HCI and the returns on those securities; (ii) alignment of a Portfolio Company’s management’s interests with HCI’s interests, including establishing appropriate incentives for management; (iii) the ongoing relationship between HCI and its Portfolio Companies, including the continued or increased availability of information about such Portfolio Companies; (iv) industry business and practices; and (v) any applicable requirements in the Governing Documents. We review each proposal submitted for a vote on a case-by-case basis to determine whether it is in the best interest of HCI. In some instances, we may determine that it is in HCI’s best interest to “abstain” from voting or not to vote at all. In general, individual Limited Partners do not have the ability to direct our votes on behalf of HCI. Limited Partners may request our proxy voting log, further information regarding how we voted a particular proxy, or a copy of our proxy voting policies and procedures by contacting us at the address or phone number listed on the cover page of this Brochure.