JZ Partners: investment adviser

We serve as the manager for JZCP, an investment fund publicly listed outside the United States, and as the management company and general partner for certain private equity collective investment vehicles, including EMF, Fund III, JZHL and Fund A (collectively with JZCP, the “Funds”). The Funds may make both equity and debt investments, depending upon the circumstances. As part of our activities on behalf of the Funds, we:

Identify investment opportunities;

Structure investments;

Monitor, evaluate and make decisions regarding the timing and disposition of investments; and

Provide other related services.

As of the date of this brochure, JZAI had approximately $517,475,669 in regulatory assets under management (in respect of unfunded capital commitments and invested capital) in relation to the Funds to which it provides advice on a discretionary basis. We do not provide non-discretionary advice to the Funds. Throughout this brochure, we disclose conflicts of interest and provide summaries of a number of our policies and procedures designed to detect and address these conflicts and others. In addition, conflicts of interest and specific risks are identified in the organizational / offering documents of Funds that we manage. Certain investment limitations for the Funds are also set out in their organizational documents. Please request a copy of the relevant Fund’s most current organizational / offering documents for a description of other conflicts and risks that might exist, and the relevant investment limitations.

Management Fees JZCP Pursuant to the JZCP Advisory Agreement, JZCP pays us a quarterly base management fee calculated at an annual rate of 1.5% of JZCP’s gross assets (excluding certain assets specified in the JZCP Advisory Agreement) for each quarterly period. The base management fee is payable in arrears upon the earlier of (1) the 45th day following the end of the applicable fiscal quarter and (2) the finalization of the financial statements of JZCP for such fiscal quarter; provided that the JZCP Advisory Agreement provides that payments in advance on account of the base management fee may be made.

Fund A, L.P. Fund A, L.P. pays us a management fee up to the amount specified in Fund A L.P.’s organizational documents. During the “commitment period” of Fund A, L.P., the fee is typically equal to 2.5% of the aggregate capital commitment of the Fund’s investors, and after the commitment periods ends (or upon such other events as may be specified in each Fund’s organizational documents), the fee is 0.75% of invested capital, subject to any fee offsets described in the organizational documents. Mr. Zalaznick and other investors who invest in Fund A, L.P. through the general partner of Fund A, L.P. do not pay management fees. The management fee is accrued and payable in advance; typically it is called 3-4 months in advance, but never 6 months or more in advance. In the event of an early termination of Fund A, L.P. we will return to Fund A, L.P. the proportionate amount of the management fee for the portion of the semi-annual period after the termination date. Management fees are not negotiable. EMF and JZHL EMF and JZHL do not pay us a management fee. Fund III Fund III pays us a management fee up to the amount specified in Fund III’s organizational documents. During the “commitment period” of Fund III, the fee is typically equal to 2.0% of the aggregate capital commitment of the Fund’s investors, and after the commitment periods ends (or upon such other events as may be specified in each Fund’s organizational documents), the fee is 1.0% of invested capital, subject in both periods to any fee offsets described in the organizational documents. Mr. Zalaznick and other investors, including JZCP, who invest in Fund III through the general partner of Fund III do not pay management fees. The management fee is accrued and payable in advance; during each quarterly period beginning from and after the effective date of Fund III and continuing throughout the term of Fund III, Fund III will generally pay us a quarterly fee in advance on the first day of each respective quarterly period. Transaction Fees, Break-Up Fees, Commitment Fees, and Monitoring Fees JZCP With respect to JZCP, pursuant to the JZCP Advisory Agreement, we may earn:

In the case of an acquisition, a fee payable by the company of up to 2% of the total acquisition price (including any deferred or other consideration and transaction costs).

In the case of a disposal, a fee of up to 2% of either (i) the total sale proceeds on a sale of the equity capital or all or substantially all the assets of a portfolio company or (ii) the total market capitalization of a company on a listing on a public market, to be paid by the portfolio company or its shareholders.

Monitoring fees, to be negotiated at the date of each relevant acquisition, payable by the applicable portfolio company and not exceeding 3% per annum of the net income of such portfolio company before interest, depreciation, taxes, amortization and other non-cash charges of the company as shown by the latest quarterly or other accounts of such portfolio company (audited if annual and available). On a deal-by-deal basis, when we believe it is standard in the industry of the portfolio company and appropriate under the circumstances, we may include provisions in the consultancy arrangement under which the fees that would be due to us over an extended period of time would become immediately due and payable by the applicable portfolio company. These provisions, which are generally triggered in the event of a sale of the portfolio company by JZCP, may, in the aggregate, result in substantial payments to us, and will reduce the value of the portfolio company and reduce the proceeds received by JZCP.

Directors’ fees from a company in respect of a maximum of four persons and not exceeding $90,000 per annum in aggregate.

Without duplication of any of the foregoing, reasonable transaction advisory fees in connection with specific events (such as, for example, refinancings, securities offerings and business acquisitions and dispositions) for which fees are customarily payable to third party advisors.

Fund A With respect to Fund A, we may earn (1) break-up and similar fees with respect to potential investments that are not ultimately completed, (2) transaction, commitment and similar fees with respect to transactions that are consummated, and (3) monitoring fees in connection with certain of our personnel serving as directors or advisors to portfolio companies. The amount and determination of these fees are disclosed in the organizational documents for the relevant Fund. With respect to monitoring fees, on a deal-by-deal basis, when we believe it is standard in the industry of the portfolio company and appropriate under the circumstances, we may include provisions in the consultancy arrangement under which the fees that would be due to us over an extended period of time would become immediately due and payable by the applicable portfolio company. These provisions, which are generally triggered in the event of a sale of the portfolio company by Fund A, may, in the aggregate, result in substantial payments to us, and will reduce the value of the portfolio company and reduce the proceeds received by Fund A. These fees are determined by us on a transaction by transaction basis, and are generally calculated based on the total enterprise, transaction or financing value of the portfolio company involved in the transaction (or potential transaction, as applicable). These fees are paid directly to us by the Funds’ portfolio companies (or potential portfolio companies). Break-up fees, transaction fees and commitment fees are payable upon the failure of the transaction to conclude, or the consummation of the transaction, as applicable; monitoring fees are payable on terms set out in agreements between us and Fund portfolio companies related to the business and financial advisory services that we or our personnel will provide to the portfolio companies. The management fees paid by Fund A are reduced by a portion of any transaction, break-up fees, commitment fees, and monitoring fees we receive. The amount of this reduction for Fund A is 80%. The amount of these fee offsets are also disclosed to investors in Fund A’s annual report. We encourage Fund investors to review the organizational documents of their Fund for additional information regarding the terms applicable to their Fund. JZHL and EMF With respect to JZHL and EMF, we may earn (1) break-up and similar fees with respect to potential investments that are not ultimately completed, (2) transaction, commitment and similar fees with respect to transactions that are consummated and (3) monitoring fees in connection with certain of our personnel serving as directors or advisors to portfolio companies. Fund III With respect to Fund III, we may earn (1) break-up and similar fees with respect to potential investments that are not ultimately completed, (2) transaction, commitment and similar fees with respect to transactions that are consummated and (3) monitoring fees in connection with certain of our personnel serving as directors or advisors to portfolio companies. Management fees are reduced, but not below zero, by an amount equal to the sum of (a) 100% of Fund III’s pro-rata share (excluding the GP) of all advisory fees, topping and break-up fees, and transaction fees, and (b) 100% of the investor’s capital contributions used to pay placement fees and any organizational expenses in excess of €1,000,000 (excluding the GP). The amount of these fee offsets are also disclosed to investors in Fund III’s annual report. We encourage Fund investors to review the organizational documents of their Fund for additional information regarding the terms applicable to their Fund.

Additional Expenses The investment strategies we employ for the Funds generally do not involve the purchase or sale of publicly offered securities, and as such, does not typically entail expenses related to brokerage commissions, although occasionally public securities may be used as investments and related brokerage and other expenses may arise. Please refer to Item 12 for additional information regarding the factors we consider in selecting broker-dealers and other service providers for transactions, and in determining the reasonableness of their compensation. In addition, the investment strategies we employ for the Funds may involve expenses paid by the Funds that are related to legal, tax, regulatory and other issues, as well as the costs of other service providers and intermediaries, such as investment banks, that may be involved in the purchase or divestment of Fund portfolio holdings. Our fees are exclusive of these costs, as well as other transaction fees, custodial fees, organizational costs, and other related costs and expenses, all of which are incurred by the Funds (either directly, or indirectly if the expenses are paid by the Fund’s portfolio companies). In addition, Funds also bear expenses of the Funds’ administrator(s) and certain other service providers. Related Matters: Transaction Fees. Because we generally receive transaction fees based on investments and dispositions of certain of the Funds’ portfolio holdings, we may have an incentive to make investments, or to divest portfolio holdings, under circumstances that may not in the best interest of a Fund or its investors. However, we believe our interests generally align with other investors in the Funds because Mr. Zalaznick is a major investor in each Fund, and, additionally in the case of Fund A and Fund III, such fees are shared with its other investors through a fee offset. The greater the proceeds of the sale of a portfolio holding, the greater the gains by the Fund, and the greater fees we receive. Nonetheless, if we determine that a conflict exists, or may be perceived to exist, we bring the issue to the attention of the relevant Fund’s limited partner advisory committee (“LPAC,” composed of certain unaffiliated Fund investors) or Board of Directors (in the case of JZCP) for its approval (although EMF does not have an LPAC). In the case of EMF, we default to the Board of Directors of JZCP as JZCP is a 75% limited partner in EMF. Alternative Investment Vehicles. With respect to the Funds, sometimes certain Fund investors, for legal, regulatory, or tax reasons, would be disadvantaged if an investment was made directly in a portfolio investment by their Fund. In these circumstances, we may permit these investors to invest alongside the Fund, on the same terms as the Fund, through an alternative investment vehicle (“AIV”). Fund investors that invest through an AIV pay the same portion of fees and expenses as they would have if they had invested through the Fund, and have their capital commitment to the Fund reduced by the amount of assets invested through the AIV(s). Parallel Funds. With respect to Fund A, JZHL, EMF and Fund III, sometimes instead of creating AIVs, we may determine to create parallel funds or feeder funds that provide investors with the same economic experience as they would have had they invested in the main fund to which it relates, except as required to differ based on legal, regulatory or tax reasons (each such Fund, a “Parallel Fund”). Except as specifically noted in this brochure, we treat Parallel Funds, and the main Funds to which they relate, equally in all respects.

Generally, such fees are 20% of the net proceeds from the divestment of a Fund’s portfolio holdings after the return of capital and applicable fees and expenses, except that: in the case of JZCP, there is no return of fees and expenses; in the case of JZCP and EMF, such fees are subject to a cumulative “high water mark”; and, in the case of Fund A, JZHL and Fund III, such fees are subject to a preferred return. Because JZCP invests in other funds managed by us, JZCP’s

investments in these funds are structured to avoid charging duplicative management fees or performance-based fees. Currently, our receipt of performance-based fees from JZCP based on capital gains is subject to a contractual waiver, and as a result, we do not anticipate receiving performance-based fees from JZCP based on capital gains until such time that JZCP’s Board of Directors and JZAI mutually agree to reinstate such fees. Our receipt of performance-based income is in accordance with Section 205 and Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). However, because all Funds pay us roughly equivalent performance-based fees, we generally believe that we do not face conflicts related to the side-by-side management of accounts which do pay performance-based fees along with accounts that do not. With respect to Parallel Funds, this potential conflict is addressed because each Parallel Fund invests pro rata alongside the main Fund to which it relates. This potential conflict is also mitigated because many of our Funds do not have investment strategies, lifecycles and objectives that overlap—often an investment suitable for one Fund would not be within the investment strategy of another; provided that the investment strategies of JZCP and Fund A do overlap as to micro-cap investments that are made side-by-side pursuant to the terms of a memorandum of understanding that is approved by JZCP’s shareholders and fully disclosed to Fund A’s investors (the “MOU”). When we determine, subject to the MOU, that a potential equity investment would be recommended to both JZCP and Fund A, each such Fund will generally participate alongside each other, pro rata based upon allocable equity capital (taking appropriate account of capital allocated, set aside, or reserved for other purposes). As such, we believe that we rarely face conflicts that would raise the possibility of unfair treatment among our Fund clients. As of December 31, 2023, Fund A has effectively run out of capital commitments. As such, Fund A will no longer be participating in new platform investments alongside JZCP. Fund A may continue to participate in follow-on investments in Fund A portfolio companies, in a smaller percentage than that set forth in the MOU. Fund A’s internal allocation between Fund A, L.P. and its three parallel funds will continue in the same pro rata percentage as before. From time to time we may, if we determine in our reasonable good faith discretion, permit certain strategic investors (which may include existing Fund investors, third party funds and advisers, and other strategic investors) (“CoInvestors”) to invest in a potential investment alongside a Fund through a co-investment vehicle (“Co-Investment Vehicle”). We will typically seek out Co-Investors if we do not believe that a Fund should purchase all the securities available for purchase in connection with a portfolio investment based on various factors, such as: the risk level of the potential investment; capital available for investment; portfolio diversification; capital requirements; or other reasons. In the event that additional capital investment is called for after an initial investment is made alongside a Fund, CoInvestors generally have the right (but not the obligation) to invest additional capital through their Co-Investment Vehicle pro rata with the Fund based on the size of their original investments (or else be diluted). We strive to ensure that the Funds purchase securities on terms that are no less advantageous than the terms on which such Fund’s Co-Investors make their purchase of securities. Further, we also try to ensure that the terms of the coinvestment provide that Co-Investors must dispose of any securities of the applicable portfolio company that are the same as those purchased by a Fund at the same time and on the same economic terms and conditions as the Fund. We generally do not receive compensation from Co-Investors or their Co-Investment Vehicles, which mitigates our incentive to favor Co-Investors over the Funds, or to provide investment opportunities to Co-Investors in amounts greater than we believe necessary or appropriate in light of the Fund’s investment or potential investment Nonetheless, we may develop goodwill through making co-investment opportunities available, including goodwill with current Fund investors who may be solicited to invest in any new Funds we organize in the future.

These transactions are comprised of loans and high-yield securities that we believe will provide current income with the potential for capital appreciation through equity participations. Listed Bank Debt. These transactions include both senior secured debt and second lien loans, which provide income and can provide capital appreciation if purchased below par value. Other Debt and Equity Opportunities. These transactions can include distressed debt and structured financings, derivatives and opportunistic purchases of publicly traded securities (directly, or through collective investment vehicles). Risks of Investing: Investing in securities involves risk of loss that the Funds’ investors should be prepared to bear. Some of the primary risks involved in the investment strategies we employ for the Funds include: Illiquid Investments. Many of the investments made as part of our strategy are illiquid. Our ability to sell the Funds’ investments in micro-cap buyouts, real estate investments, mezzanine loans, high-yield securities, senior secured debt and second lien loans, and other debt and equity opportunities at short notice or to receive a fair price in response to economic and other conditions may be limited. Any securities and loans which we may purchase for the Funds in connection with privately negotiated transactions may be subject to contractual or other restrictions on transfers and may not be registered under relevant securities laws, resulting in restrictions on their transfer, sale, pledge or other disposition except in a transaction that is exempt from the registration requirements of, or is otherwise in accordance with, those laws. These restrictions may adversely affect the marketability and liquidity of the Funds’ investments. Senior secured debt, mezzanine loans and second lien loans are typically issued as private loans which have no, or a limited, trading market and therefore such investments will be illiquid. In addition, where there is not a readily available market for these investments, the ability to deal in any such investment or obtain reliable information about the secondary market value of such investment or risks to which such investment is exposed may be limited. As a result of this illiquidity, the ability to sell such investments on short notice or to receive a fair price in response to changes in economic and other conditions may be limited. Limited Number of Investments. While we generally seek to diversify JZCP’s portfolio across various sectors, our investment strategy for Fund A, JZHL, EMF and Fund III involves ownership of a relatively limited number of investments at any one time.

Risks Investing in Companies that Have Been Involved in Private Equity or Venture Capital Financing. Many of the debt and equity investments made as part of our strategy are made in companies that have been subject to private equity or venture capital type buy-outs, which are exposed to significant risks. Such risks include the following:

These companies may be highly leveraged and subject to significant debt service obligations, stringent operating and financial covenants and/or risks of default under financing and other contractual arrangements, which could trigger severe adverse consequences for the company and for the value of a Fund’s investment in such company if a default were to occur;

These companies may have limited financial resources, especially if they are “distressed companies,” and may be unable to meet their obligations under their securities, which may be accompanied by a deterioration in the value of their equity securities or any collateral or guarantees provided with respect to their debt;

These companies typically have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions and market conditions, as well as general economic downturns;

These companies are more likely to depend on the management talents and efforts of a small group of people and, as a result, the death, disability, resignation or termination of one or more of those people could have a material adverse impact on their business and prospects and the investment made;

These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position; and

Executive officers, directors and the employees of these companies may be named as defendants in litigation which may be expensive or distracting.

Risks of Investing in Real Estate. Investments in real property are subject to varying degrees of risk. Real estate values are affected by a number of factors, including, but not limited to changes in the general economic climate, local conditions, the quality and philosophy of management, competition based on rental rates, attractiveness and location of the properties, physical condition of the properties, financial condition of buyers and sellers of properties, quality of maintenance, insurance and management services, and changes in operating costs. If investments do not generate sufficient revenues or proceeds to meet their operating expenses, including debt service and capital expenditures, a Fund’s cash flow may be adversely affected. Real estate historically has experienced significant fluctuations and cycles in value and a Fund may buy and/or sell investments at less than optimal times. Real estate values are also affected by such factors as government regulations (including those governing usage, improvements, zoning and taxes); interest rate levels; the availability of financing; participation by other investors in the financial markets; potential liability under changing laws; acts of God, including earthquakes, hurricanes and other natural disasters; outbreaks of infectious disease, pandemics, or other significant public health concerns; acts of war; and acts of terrorism (any of which may result in uninsured losses). Risks of Investing in Senior Secured Debt, Mezzanine and Second Lien Loans, High-Yield Securities and Other Debt. Our investment strategy may involve investments in senior secured debt, mezzanine and second lien loans, high-yield securities and other debt and fixed income securities. A wide range of factors could adversely affect the ability of borrowers to make interest or other payments on such loans and securities. These factors include adverse changes in the financial condition of those borrowers, or the industries or regions in which they operate; systemic risk in the financial system; changes in law and taxation; a downturn in general economic conditions; changes in interest rates, governmental regulations or other policies and natural disasters, outbreaks of infectious disease, pandemics, or other significant public health concerns, terrorism, social unrest and civil disturbances. The value of a Fund’s debt investments may be affected by unscheduled prepayments. The terms of most debt investments permit the borrower to pre-pay the loan at will or require the loan to be prepaid on the occurrence of

certain events. Additionally, a borrower may be entitled to require a lender to be replaced with another lender if the borrower is required to deduct withholding tax from payments made to that lender. Unscheduled prepayments are influenced by changes in interest rates and a variety of economic, geographic and other factors beyond our control and consequently cannot be predicted with certainty. Risks of Investing in Subordinated Debt. Mezzanine and second lien loans are typically subordinated in right of payment and rank junior to senior obligations. Such mezzanine and second lien loans have substantially greater credit and recovery risk than more highly rated debt obligations. Many portfolio companies will be highly leveraged, thus increasing the risk that their operations may not generate sufficient cash flow to service all of their debt obligations. In the event of default by an issuer in relation to such loans, holders of the issuer’s more senior debt will be entitled to payments in priority to holders of mezzanine and second lien loans and high-yield securities. Senior lenders will typically be entitled to block payments on mezzanine and second lien loans and high-yield securities if there is a senior payment or other default. There may also be structural subordination features that divert payments of interest and principal to more senior classes of debt. Second priority liens on collateral securing loans may be subject to control by senior creditors with first priority liens. If there is a default, the value of the collateral may not be sufficient to repay in full both the first priority creditors and the Funds, as holders of a second priority lien. Investors in subordinated securities or loans are generally subject to inter-creditor arrangements under which they do not have the right to call a default or may be limited in their right to call a default or vote on remedies following a default unless more senior securities or loans have been paid in full. As a result, a shortfall in payment to investors in subordinated securities or loans may not result in the default being declared on the relevant investment. Some mezzanine and second lien loans do not entitle the holder(s) to interest payable in cash. For these investments, the interest is rolled up and capitalized into the loan. Such loans have substantial credit risk as there is no return to the holder of the loan until the loan, plus all the interest, is repaid in full. Investing Without Control. Our investment strategy generally involves making investments that result in having control of portfolio companies. However, from time to time, we may make investments that do not result in the Funds holding a controlling stake in portfolio companies, even though the terms of investment may impose certain restrictive covenants on portfolio companies. When the Funds invest in portfolio companies they do not control, they are subject to the risk that a portfolio company may make business decisions that we disagree with, if those decisions are not strictly prohibited by a restrictive covenant. Some investments may be “club” investments in which two or more private equity firms serve together or collectively as equity sponsors. In club deals, other equity sponsors usually have governance rights and may pursue investment approaches with which we may not concur. Funds may not be able to realize some or all of the benefits that we believe will be created in such investments, and we may be unable to exit any such investment at a time when we believe it is beneficial to do so. Where a Fund has a debt investment in such a portfolio company, the management of such company, as representatives of the holders of their common equity, may take risks or otherwise act in ways that do not serve the Fund’s interests as a debt investor. As a result, a portfolio company may make decisions that could decrease the value of the Fund’s investment. Coronavirus and Public Health Emergencies. In late 2019, an outbreak of a novel and highly contagious form of coronavirus (“COVID-19”) occurred and affected over 200 countries globally. The outbreak of COVID-19 resulted in numerous deaths, and many governments reacted by instituting quarantines, curfews, prohibitions on travel and the closure of offices, businesses, schools, retail stores, and other public venues, including certain infrastructure structures and facilities. In some instances, measures adopted to restrict the spread of COVID-19 continue to have, a material and adverse impact on global commercial activity, markets, and economies, and have contributed to market volatility. It remains uncertain what the impact of COVID-19 (and the impact of measures put in place to restrict its spread) will be in the long term. Any public health emergency, including any outbreak of COVID-19 or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on a client and its investments and could adversely affect

a client’s ability to fulfill its investment objectives. The extent of the impact of any public health emergency on the operational and financial performance of a client will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of a client’s investments as well as the ability of a client and source, manage and divest investments and achieve its investment objectives, all of which could result in significant losses to the client. In addition, the operations if a client, its investments and the registrant may be significantly impacted, or even halted, either temporarily or on a long-term basis, as a result of government quarantine and curfew measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any such entity’s personnel. Other Risks: Funds may also be subject to material risks that are not described above. Additional risks are disclosed in the organizational / offering documents of each Fund. We encourage Fund investors to carefully review the full description of risk factors presented in their Fund’s organizational / offering documents. Recent turmoil in the banking sector has affected financial institutions globally. Although we continue to monitor the Funds’ custodial arrangements and intend to take such steps as we deem necessary to ensure the safeguarding of Fund assets of which we are deemed to have “custody” within the meaning of the Advisers Act, there can be no certainty as to how the current instability may affect other institutions that hold or effect transactions in Fund assets or whether the value of the Funds’ assets may be negatively affected as a consequence. Methods of Analysis: JZAI calls upon the experience of its team in sourcing, negotiating, closing, following and ultimately disposing of the Funds’ investments. Analysis includes financial modeling, comparable analysis, macro and micro economic due diligence and other relevant activities. We negotiate and close transactions, identifying and attempting to mitigate potential negative issues. Following investments involves gathering and reviewing monthly, quarterly or semiannual financial statements, meeting with the management teams of portfolio companies, and other activities. Disposing of investments includes finding, negotiating and closing sales and other dispositions of these investments in which we have significant board representation. Inside Information. We may from time to time come into the possession of material non-public information regarding a company in the course of pursuing a transaction on behalf of a Fund. Under the federal securities laws, we may be prohibited from acting on that information under certain circumstances. Accordingly, a Fund may be prohibited from purchasing interests in the company, or may be required to continue to hold interests already held, for the period in which we remain in possession of material non-public information.

According to the Settlement Order, the SEC found that, between December 2018 and May 2022, JZAI did not sufficiently perform certain activities contemplated by JZAI’s policies and procedures, including conducting training sessions for its supervised persons concerning JZAI’s compliance and ethics policies, spot-checks of books and

records required to be maintained by JZAI, and periodic inspections of relying advisers of JZAI. The Order also recognized that JZAI took remedial acts promptly and cooperated with the SEC staff. In addition to the monetary penalty, the Settlement Order included findings of violations of Sections 206(4) of the Advisers Act and Rule 206(4)-7 thereunder, a cease-and-desist provision, and a censure. As JZAI previously disclosed, on May 26, 2023, Miguel Rueda and Ole Groth, two individuals formerly associated with JZAI’s relying advisers JZ Asset Management, LLC and JZ Asset Management UK LLP, and certain of their associates filed a lawsuit in New York State Supreme Court against JZAI, JZI, David W. Zalaznick, John W. Jordan, II, JZ Fund III GP, L.P., and JZ Fund III, L.P. That action is styled Gedesco Finance S.L. et al. v. Zalaznick et al., Index No. 154809/2023. The complaint, which is publicly available, asserted claims for defamation, tortious interference with contract and with business relations, and indemnification against JZAI and the other defendants based principally on alleged defamatory statements related to the New York Action. The defendants moved to dismiss the complaint in its entirety on August 28, 2023. On or about February 29, 2024, while the motion to dismiss was pending, the plaintiffs obtained leave from the court to amend their complaint, and on March 19, 2024, filed an amended complaint (i) adding new claims for breach of contract, conversion, and breach of fiduciary duty against JZAI, JZI, Zalaznick, Jordan, and Fund III GP based on plaintiffs’ alleged entitlement to certain investment distributions and (ii) supplementing their defamation claims with additional factual allegations. The amended complaint is publicly available. The defendants moved to dismiss the new and amended claims on or about April 8, 2024, and a hearing on the motions to dismiss was held on or about April 30, 2024. On August 22, 2025, the Court issued an order dismissing all claims except two breach of contract claims against JZAI. On January 26, 2026, the parties filed a stipulation agreeing to discontinue the action with prejudice, and on February 7, 2026, the Court dismissed the matter with prejudice. In addition, Zalaznick, Jordan, JZI, JZAI and certain of JZAI’s advised funds and affiliates are involved in other litigations in Spain involving Messrs. Rueda and Groth and/or their associates. JZAI does not believe that those litigations will materially affect its operations or those of its relying advisers or advised funds.

Given JZAI’s focus on smaller companies, real estate and debt investments, our Funds generally are not competing for investment opportunities with TJC. However, we have in the past invested assets of the Funds in debt obligations or preferred equity issued by portfolio companies controlled by a TJC Fund, on a fully disclosed basis. The interests of our Funds, as debtholders, may diverge from the interests of the TJC Fund as an equity holder. To address such conflicts, we have procedures in place requiring that all such transactions are either:

Made on arms-length, market terms as separately agreed upon by an unaffiliated investor; or

Approved by JZCP’s Board of Directors or its shareholders, as determined in accordance with applicable laws and regulations.

In addition, TJC and JZAI have established information barriers which are intended to limit the flow of investment information between TJC and JZAI. These information barriers help further address the potential conflicts described above. Mr. Jordan and Mr. Zalaznick, together with JZCP, have invested in an investment manager, Spruceview Capital Partners LLC (“Spruceview”), and one officer of JZAI sits on the board of Spruceview. Spruceview’s strategy involves making investments in third party alternative investment funds on behalf of clients and managing investment funds. In connection with the investment and as a method of protecting our Fund’s interests, Spruceview

is required to consult with us with respect to certain matters that affect Spruceview, including with respect to Spruceview’s overall strategy, operations, and other matters. However, we do not have any authority or control over Spruceview’s day-to-day operations, investment decisions or other activities that relate to management of Spruceview’s fund(s). We and Spruceview coordinate certain compliance activities to ensure that the businesses operate independently and limit information sharing. Formerly, JZAI had a business relationship with a third-party investment adviser, Orangewood Partners Management LLC (“Orangewood”), under which JZAI provided office space and certain back-office and administrative services to Orangewood. In addition, certain personnel of the Registrant, including Mr. Jordan and Mr. Zalaznick, have invested in one or more funds raised by Orangewood and in some cases may receive a portion of Orangewood’s performance-based fees. Until April 2022, the Registrant, through relying advisers (most recently, JZEM), served as investment manager to EMF-B and the Side-Car Fund, private funds of which the general partner is a special purpose entity affiliated with the Registrant. On April 4, 2022, the Registrant agreed with EMF-B and the Side-Car Fund that JZEM would no longer serve as their investment adviser, and EMF-B and the Side-Car Fund each entered into a management agreement with a new manager that is not affiliated with the Registrant, Alvarez & Marsal Europe LLP. Under the new management agreement for each of the two funds and amendments to their limited partnership agreements, the Registrant’s affiliate continues to serve as general partner of each fund but delegates its authority to the new unaffiliated manager. Related persons of the Registrant also continue to own limited partnership interests in both EMF-B and the Side-Car Fund. However, the Registrant (including its relying advisers) no longer provides investment advice to EMF-B or the Side-Car Fund, and such funds are no longer investment advisory clients of the Registrant (including its relying advisers).

The Code places restrictions on personal trades by certain of our personnel. These personnel are prohibited from participating in initial public offerings, are required to pre-clear all personal securities transactions involving limited offerings, and are prohibited from making personal transactions in securities of companies held by the Funds and certain related securities. Fund investors and prospective investors may receive a copy of the Code upon request by contacting us at the address or telephone number listed on the first page of this document. Interest in Client Transactions. As noted in Item 10 and elsewhere, one of our affiliated entities serves as the general partner of each of Fund A, JZHL, EMF and Fund III. In addition, many of our personnel invest in the Funds alongside other investors—indeed, many investors might choose not to invest in our Funds if we did not put our own capital at risk. These investments in our Funds may, particularly during the initial raising of a Fund, constitute a significant portion of committed capital before other investors are admitted. As a result, to the extent we engage in a “cross” trade between two client accounts, it may result in a “principal” trade as a result of our high proportionate ownership of some Funds. In any such instance, we conduct these principal trades in accordance with all applicable requirements under the Advisers Act, on a fully disclosed basis and with the consent of the Board of Directors of JZCP, the LPAC of Fund III or JZHL, and/or investors in the affected Funds, to the extent applicable. With respect to Fund A, JZHL, EMF and Fund III, our personnel are prohibited from divesting their interest in a Fund prior to the Fund’s liquidation so long as they remain employees of JZAI or its affiliates. Mr. Zalaznick and other personnel may divest their interest in JZCP solely in accordance with applicable laws and regulations. We

believe our personal investments, in conjunction with these restrictions, help align our interests with those of our investors. Gifts and Entertainment. In order to provide the quality of services that the Funds and investors expect, it is necessary for us to establish, maintain and enhance relationships with Fund investors and prospective Fund investors, as well as various professionals in the investment industry and the industries of the various portfolio companies held by the Funds, such as attorneys, consultants, investment brokers, investment bankers, and other service providers and professionals (collectively, “Relationship Parties”). Establishing meaningful and long-term relationships in these and other areas can be important factors in our ability to source investment opportunities for the Funds, as well as efficiently financing, managing and disposing of Fund assets. We and many Relationship Parties value important and long-standing relationships, and as such, we and our employees may invite, or be invited by, Relationship Parties to participate in activities that could be considered lavish entertainment, such as sporting events, concerts, golf and other outdoor outings and other recreational activities (collectively, “Events”). The primary benefits that we and the Funds receive from our sponsorship and participation in these Events is to originate and further strengthen our relationships with Relationship Parties. We believe that working to have such relationships is important to help ensure that we are provided with the opportunity to capitalize upon active sources of investment opportunities, as well as to receive critical and reliable services and information. While we believe employee sponsorship and participation in these Events is beneficial to the Funds for the reasons described above, our subsequent selection and retention of such Relationship Parties as service providers could be viewed as a form of reimbursement for attending such Events. We recognize and acknowledge our fiduciary duty to the Funds, and as such, no such Events or activities that we sponsor or participate in are permitted to influence our due diligence process in the acquiring, financing, managing, and disposing of investments or fulfilling our fiduciary duty to the Funds. To address this potential conflict, our policies and procedures require all of our personnel to report their planned sponsorship of and participation in Events, and all other gifts and entertainment involving Relationship Parties, to our Chief Compliance Officer or his designee (“CCO”) for review. The CCO is also required to approve any Events or other gifts in excess of certain thresholds. The CCO may determine to prohibit the sponsorship or participation in any particular Event, or the giving or receipt of any gift, if he believes the Event or gift raises concerns related to the frequency, lavishness or benefit of the Event or the gift. We also have policies and procedures in place to help us monitor, and limit, the political contributions that our personnel make to public officials and candidates for elected office in accordance with the requirements of Rule 206(4)-5 under the Investment Advisers Act of 1940.

We do not consider research provided by broker-dealers in selecting broker-dealers for such transactions, and we do not have any soft dollar arrangements with broker-dealers nor directed brokerage arrangements. Nonetheless, Fund investors should expect that Fund transactions will generate certain costs, even where we do not use a broker-dealer (e.g., costs incurred related to legal expenses, investment bankers, environmental experts, and other service providers), all of which are borne by the Funds, and not by us. Trade Aggregation Because we typically only trade on behalf of a single Fund at any given time, we generally do not have the opportunity to aggregate the purchase or sale of securities for multiple clients. However, to the extent that we enter into a transaction on behalf of a Fund and any Parallel Funds (and one or more AIVs), the transaction is “aggregated” in that each entity participates in the transaction pro rata with its interest. Moreover, in the event that

two Funds are in their “investment” phase at the same time, as explained in Item 6 above, the Funds will invest alongside each other, pro rata (taking appropriate account of capital allocated, set aside, or reserved for other purposes). Transactions with Fund Investors We and our affiliates sometimes enter into transactions with certain Fund investors (including allowing them to be Co-Investors, as described in Item 6, above). The terms of these transactions are negotiated on an arm’s-length basis. However, we and our affiliates are subject to a conflict of interest when determining such terms because we may benefit from retaining the investor or providing them an incentive to invest in future Funds.

unaudited semi-annual financial statements prepared in accordance with IFRS with (i) descriptive investment information for each JZCP investment and (ii) narrative summary financial information for each JZCP investment; and

audited annual financial statements prepared in accordance with IFRS with (i) valuations of each JZCP investment as of year-end and (ii) an overview of JZCP’s investment activities for such fiscal year, including narrative descriptive investment information of each JZCP investment.

In the case of Fund A, L.P. we provide its investors with:

unaudited quarterly financial statements prepared in accordance with GAAP;

audited annual financial statements prepared in accordance with GAAP with valuations of each Fund A, L.P. investment as of year-end; and

within 180 days after the end of each fiscal year (subject to reasonable delays in the event of late receipt of any necessary financial statements or other information necessary to prepare tax returns), Fund A L.P.’s tax return and its investor’s forms K-1.

In the case of EMF, we provide its investors with:

unaudited quarterly financial statements prepared in accordance with GAAP; and

audited annual financial statements prepared in accordance with GAAP with valuations of each EMF investment as of year-end, as directed by JZCP’s board of directors.

In the case of JZHL and Fund III, we provide each Fund’s respective investors with:

unaudited quarterly financial statements prepared in accordance with GAAP; and

audited annual financial statements prepared in accordance with GAAP with valuations of each respective Fund’s investments as of year-end.

Our personnel may also sit on the boards of portfolio companies to which we provide non-advisory services and, as such, may exercise voting authority with respect to various issues faced by the portfolio companies. To the extent that we face any real or perceived conflicts of interest in voting on these matters, we may bring the issue to the attention of the relevant Fund’s Board of Directors or LPAC, as applicable, for its review. Clients may request a copy of our proxy policies and the proxy voting record relating to their account by contacting us at the address or telephone number listed on the first page of this document.