Stone House Partners: investment adviser

Cohen and Richard M. Cohen, our sole members. TYPES OF ADVISORY SERVICES Our private investment fund clients include SH Capital Partners, L.P., a Delaware limited partnership (the “Onshore Fund”), and SH Capital Offshore, LTD, a Cayman Islands exempted company (the “Offshore Fund” and together with the Onshore Fund, each, a “Fund” and together, the “Funds”). The Offshore Fund invests substantially all of its assets in, and conducts its investment activities indirectly through, the Onshore Fund, pursuant to a mini-master feeder structure. We provide investment management services to the Funds primarily with respect to investments in publicly-traded equity securities. We generally are responsible for investing and re-investing the assets of the Funds in accordance with the investment objectives, policies and guidelines set forth in their offering and governing documents. Information about each Fund is set forth in its confidential memorandum and applicable governing documents. Investment in a Fund does not, in and of itself, create an advisory relationship between an investor in such Fund and us. See Item 8 below. INVESTMENT RESTRICTIONS We provide investment advice to the Funds in accordance with the investment objectives, policies and guidelines set forth in the applicable offering and governing documents, and not in accordance with the individual needs or objectives of any particular investor in the Funds. Investors generally are not permitted to impose restrictions or limitations on the management of the Funds. Notwithstanding the foregoing, we may enter into side letter agreements with one or more investors in a Fund that alter, modify or change the terms of the interests held by those investors. ASSETS UNDER MANAGEMENT As of December 31, 2025, we had approximately $169.8 million in regulatory assets under management. All of these assets were managed on a discretionary basis.

Onshore Fund With respect to the Onshore Fund, we generally are entitled to receive an asset-based management fee, payable at the beginning of each calendar quarter in advance, equal to (i) one-fourth (1/4) of two percent (2%) of the capital account balance of each Class A limited partner, (ii) one-fourth (1/4) of two percent (2%) of the capital account balance of each Class B limited partner, (iii) one-fourth (1/4) of one and one-half percent (1.5%) of the capital account balance of each Class C limited partner, (iv) one-fourth (1/4) of one and one-half percent (1.5%) of the capital account balance of each Class D limited partner and (v) one-fourth (1/4) of one and one-half percent (1.5%) of the capital account balance of each Class E limited partner. Subject to certain limitations (including the high water mark described below), at the end of each fiscal year, one of our affiliates may be entitled to receive a performance allocation equal to (i) 20% of each Class A limited partner’s allocable share of net profits for the applicable fiscal year, (ii) 20% of each Class B limited partner’s allocable share of net profits for the applicable fiscal year, (iii) 15% of each Class C limited partner’s allocable share of net profits for the applicable fiscal year, (iv) 20% of each Class D limited partner’s allocable share of net profits for the applicable fiscal year, (v) 20% of each Class E limited partner’s allocable share of net profits for the applicable fiscal year and (vi) 30% of each Class F limited partner’s allocable share of net profits for the applicable fiscal year. The performance allocation is subject to a “high water mark” limitation. As a result, after the first fiscal period in which a performance allocation is earned, the performance allocation for subsequent periods applies only to the extent that a limited partner’s pro rata share of net profits measured on a cumulative basis, net of any losses, for all periods since admission exceeds the highest level of such cumulative net profits achieved through the close of any prior year since admission. Offshore Fund The Offshore Fund invests substantially all of its assets in, and conducts its investment activities indirectly through, the Onshore Fund, pursuant to a mini-master feeder structure, and the management fee and performance allocation with respect to the Offshore Fund is calculated at the Onshore Fund level. In order to track the management fee and performance allocation attributable to each investor in the Offshore Fund, the Onshore Fund establishes a separate account within the capital accounts of the Onshore Fund which corresponds to each shareholder in the Offshore Fund. With respect to the Offshore Fund, we generally are entitled to receive an asset-based management fee, payable at the beginning of each calendar quarter in advance, equal to (i) one-fourth (1/4) of two percent (2%) of the net asset value of the separate account attributable to each Class A shareholder, (ii) one-fourth (1/4) of one and onehalf percent (1.5%) of the net asset value of the separate account attributable to each Class B shareholder, (iii) one-fourth (1/4) of one and one-half percent (1.5%) of the net asset value of the separate account attributable to each Class D shareholder and (iv) one-fourth (1/4) of one and one-half percent (1.5%) of the net asset value of the separate account attributable to each Class E shareholder. Subject to certain limitations (including the high water mark described below), at the end of each fiscal year, one of our affiliates may be entitled to receive a performance allocation equal to (i) 20% of the net profits allocated to the separate account attributable to each Class A shareholder, (ii) 15% of the net profits allocated to the separate account attributable to each Class B shareholder, (iii) 20% of the net profits allocated to the separate account attributable to each Class D shareholder, (iv) 20% of the net profits allocated to the separate account attributable

to each Class E shareholder and (v) 30% of the net profits allocated to the separate account attributable to each Class F shareholder. The performance allocation is subject to a “high water mark” limitation. As a result, after the first fiscal period in which a performance allocation is earned, the performance allocation for subsequent periods applies only to the extent that a shareholder’s pro rata share of net profits measured on a cumulative basis, net of any losses, for all periods since admission exceeds the highest level of such cumulative net profits achieved through the close of any prior year since it purchased shares. Funds Each investor in a Fund generally is required to represent that it is a “qualified client” as such term is defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); provided that our affiliate may waive the performance allocation with respect to any investor that does not qualify as a “qualified client.” Our advisory fees with respect to the Funds and each investor generally are not negotiable. However, we may enter into side letters or similar arrangements with certain investors that grant different terms (including the reduction or elimination of fees) to such investors than the terms generally applicable to other investors. PAYMENT OF FEES Onshore Fund Management fees are payable by limited partners quarterly, in advance, as of the beginning of each calendar quarter. Management fees are deducted directly from the capital account(s) of each limited partner. In the event that the Onshore Fund is dissolved, a limited partner withdraws or our advisory services are terminated prior to the end of any calendar quarter, then an amount equal to a pro rata portion of the management fee, based on the actual number of days remaining in such quarter, will be refunded to the applicable limited partner(s). Management fees are also prorated with respect to capital contributions made by limited partners during a calendar quarter. Performance allocations are calculated and re-allocated from each capital account of a limited partner to our affiliate as of the end of each fiscal year (and at such other times as set forth in the partnership agreement). Performance allocations are allocated directly from each capital account of a limited partner to one of our affiliates. Offshore Fund Management fees are payable by shareholders quarterly, in advance, as of the beginning of each calendar quarter. Management fees are deducted directly from the separate account(s) of each shareholder. In the event that the Offshore Fund is dissolved, a shareholder redeems its shares or our advisory services are terminated prior to the end of any calendar quarter, then an amount equal to a pro rata portion of the management fee, based on the actual number of days remaining in such quarter, will be refunded to the applicable shareholder(s). Management fees are also prorated with respect to capital contributions made by shareholders during a calendar quarter. Performance allocations are calculated and re-allocated from each separate account of a shareholder to our affiliate as of the end of each fiscal year (and at such other times as set forth in the Offshore Fund’s offering documents). Performance allocations are allocated directly from each separate account of a limited partner to one of our affiliates. OTHER FEES AND EXPENSES In addition to management fees and performance allocations, each Fund generally bears all costs and expenses relating to its operations and/or activities, including but not limited to organizational expenses, legal, auditing and accounting expenses (including the maintenance of books and records), costs for the preparation of financial statements, tax returns and Schedule K-1, if applicable, expenses of the meetings of the investors, if any, and other expenses associated with the acquisition, holding and disposition of investments, as well as extraordinary expenses, such as litigation. Clients generally are responsible for and pay all brokerage and custodial fees. See Item 12 below.

COMPENSATION FOR THE SALE OF SECURITIES OR OTHER INVESTMENT PRODUCTS Neither we nor any of our supervised persons accept compensation for the sale of securities or other investment products.

Each investor in the Funds generally is required to represent that it is, among other things, an “accredited investor,” as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and a “qualified client,” as such term is defined in Rule 205-3 under the Advisers Act.

In addition, we have the ability to invest client assets in other financial instruments, including, without limitation, common stocks, preferred stocks, limited partnership interests, warrants, equity derivatives, convertible securities, listed and unlisted options, shares of beneficial interest, convertible preferred obligations, and rights, options, puts and calls with respect to any of the foregoing. We are not subject to limitations on the amount of client capital which may be allocated to any one investment. Accordingly, our portfolio may be heavily concentrated from time-to-time. Our overall investment philosophy is value-driven and predicated on fundamental analysis. We invest with a bottom-up approach, focusing on individual companies. We generally do not invest client assets with a macroeconomic focus or in industries that we do not believe we fully understand. The investment strategies summarized above are not intended to be comprehensive. For more information regarding the investment strategies of each Fund, please see the applicable governing and/or offering documents of each Fund. We generally make a relatively limited number of investments and engage in a buy and hold investment strategy wherein securities are held for a relatively long period of time, regardless of short term market fluctuations or stock price volatility. We may invest a substantial portion of client assets in an individual investment, generally resulting in a highly concentrated, undiversified portfolio. CERTAIN RISK FACTORS There can be no assurance that clients or investors will achieve their investment objectives or that investments will be successful. Our investment strategies involve a substantial degree of risk, including risk of complete loss. Nothing in this brochure is intended to imply, and no one is or will be authorized to represent, that our investment strategies are low risk or risk free or that they will achieve the investment objectives. Our investment strategies are appropriate only for sophisticated persons who fully understand and are capable of bearing the risks of investment. The various risks outlined below are not the only risks associated with our investment strategies and processes and may not necessarily apply to each client or investor. With respect to the Funds, the following risks are qualified in their entirety by the risks set forth in the applicable offering documents. General Market and Economic Conditions. Changes in general global, regional and U.S. economic, market, and geopolitical conditions and national and international political circumstances and developments and other circumstances and occurences (including, without limitation, wars, epidemics, pandemics, outbreaks of disease, terrorist acts, security operations, bank failures or financial institution instability, disruptions in the financial industry, natural disasters, high inflation or deflation, recessions, government operations, changes in interest rates, availability of credit, commodity prices, economic or market uncertainty, changes in laws (including laws relating to taxation or regulation of the Funds’ investments), trade barriers, trade wars, tariffs, protectionist regulatory policies, unemployment rates, release of economic or employment data, and global or regional supply chain disruptions, delays and issues), as well as changes in government or regulatory policy precipitated by the foregoing, may affect our and the Funds’ activities. These and other factors, conditions and circumstances may affect the level and volatility of commodities or investment prices, the correlations and relationships between the prices of various commodities and investments, and the liquidity of the Funds’ investments in ways that impair the Funds’ profitability or result in losses. Unpredictable or unstable market, economic and other conditions and developments, or changes in market and economic conditions, may also result in reduced opportunities to find suitable and appropriate investments to deploy capital, impair or adversely affect the value of investments, or

make it more difficult to exit and realize value from investments. From time to time, including during the beginning of the COVID-19 global pandemic and during 2008-2009, various markets around the world have experienced extreme periods of volatility, illiquidity, correlation with other market, negative (or positive) performance, and other disruptions and conditions that would previously have been viewed as extremely unlikely or even impossible. Such market, economic and financial developments have led to large losses and insolvencies at numerous financial and investment firms soon thereafter, and significant governmental interventions. For example, during the second half of 2008, the state of the U.S. and worldwide economy deteriorated into a severe recession which lasted several years. If a similar economic or market or financial event or situation were to occur in the future, the Funds could experience a reduction in attractive investment opportunities and the Funds’ investments could be impaired or affected in many ways that cannot be predicted or prevented. The short-term and the longer-term impact of these events are uncertain, but they could continue to have a material effect on general economic conditions, consumer and business confidence and market liquidity. Any economic downturn resulting from a recurrence of such marketplace events and/or continued volatility in the financial markets could adversely affect the financial resources of entities owned by the Funds. Additionally, there has been significant discussion, dialogue and recent actions regarding significant changes to U.S. trade policies, legislation, treaties, trade policies and tariffs affecting various countries and trade partners. Tariffs, protectionist or nationalist policies, and other trade restrictions or actions imposed by the U.S. government and any further similar changes in U.S. trade policy have triggered some, and could trigger additional, retaliatory actions by affected countries and trade partners, resulting in “trade wars”. In addition, trade tensions between the European Union and China have also escalated, with the European Union considering measures to address Chinese overcapacity in certain industries (e.g., the electric vehicle, solar, wind, semiconductor and pharmaceutical industries). Such measures, and potential Chinese retaliation, may affect global markets and sectors in which Funds invest. At this time, it is unknown whether and to what extent additional new legislation will be passed into law, pending or new regulatory proposals will be adopted (including with respect to bank reform), international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on the Funds or their investments. Investments can be expected to be sensitive to the performance of the overall economy. Moreover, a serious pandemic, recent bank failures, government shutdown, work stoppage, natural disaster, armed conflict, threats of terrorism or terrorist attacks and the impact of military or other action could severely disrupt global, national and/or regional economies. A resulting negative impact on economic fundamentals and consumer and business confidence may negatively impact market value, increase market volatility and reduce liquidity, all or any of which could have an adverse effect on the performance of the Funds’ investments, the Funds’ returns and the Funds’ ability to make and/or dispose of investments. No assurance can be given as to the effect of these events on the Funds or their investment objectives. There can be no assurance that general market and economic developments in the future will not have a material adverse effect on us or the Funds. The Funds could incur material losses even if we react quickly to difficult market, financial or economic conditions, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from rapid changes in market or economic conditions in the future. Investors should realize that markets for the Funds’ investments can correlate strongly with each other (or cease to correlate) at times or in ways that are difficult for the us to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market, economic or other conditions. The particular or general types of market, financial or economic conditions in which the Funds may incur losses or experience unexpected performance volatility cannot be predicted, and the Funds may materially underperform other investment funds or vehicles with substantially similar investment objectives and approaches. Regulatory Developments. The legal, tax and regulatory environment worldwide for investment advisers, private investment funds, other alternative investment vehicles and the financial services industry continues to evolve, and changes in the regulation of and laws applicable to investment advisers, private investment funds and vehicles, and their trading and investing activities may have a material adverse effect on the ability of the Funds to pursue their investment program and the value of investments held by the Funds. There has been an increase in scrutiny of the financial services and alternative investment industry by governmental agencies and self-regulatory organizations. Such scrutiny may increase our or the Funds’ exposure to potential liabilities and to additional legal, compliance, tax, regulatory and other related costs. New laws and regulations or actions taken by regulators that

restrict the ability of the Funds’ to pursue their investment program or conduct business with brokers and other counterparties could have a material adverse effect on us and the Funds. U.S. and international financial reforms and regulatory actions have added and may continue to add costs to our legal, operational, regulatory, administrative and compliance obligations and increase the amount of time that we and our personnel spend on non-investment-related activities. U.S. and international financial reforms and regulatory actions, and other laws and regulations, could cause certain investment strategies or processes in which we or the Funds currently engage or may otherwise have engaged to become not viable, economically or practically. U.S. and international financial reforms and regulatory actions, and other laws, could have a material adverse impact on the profit potential of the Funds. Among other possible effects, such legislation, regulations and actions could change the functioning of capital markets in unpredictable ways, limit the scope of the Funds investment activities, limit access to financing, increase margin or collateral requirements, limit leverage, require disclosure of confidential information, change applicable accounting requirements, impose new taxes or impose significant administrative burdens, which divert resources, time and attention. Consequently, the Funds may not be capable of, or successful at, preserving the value of their investments, generating positive investment returns or effectively managing its risks. This brochure cannot address or anticipate every possible current or future law, rule, regulation or action that may affect us, the Funds or our or their respective businesses. Such laws, rules, regulations or actions may have a significant or materially adverse impact or effect on us or the Funds or the operations or activities of us or the Funds, including, without limitation, restricting the types of investments the Funds may make, requiring the Funds to disclose the identity of underlying investors, or otherwise. Enhanced Reporting Requirements. The SEC has adopted and amended various rules that impose enhanced reporting obligations on registered investment advisers and private funds. For example, the SEC has adopted amendments to Form PF. The SEC has extended the compliance date for certain of these amendments to October 1, 2026. At that time, Form PF filers will be required to report separately for each component fund of masterfeeder and parallel fund structures, identify and report trading vehicles, and provide additional information regarding private fund assets, financing, investor concentration, and performance. In addition, the SEC has also adopted amendments to Form N-PX that require institutional investment managers to report how they voted (or did not vote) on executive compensation matters, commonly referred to as “say-on-pay” votes. Compliance with these enhanced reporting requirements imposes significant administrative burdens and costs on us, including costs associated with systems and processes to collect, validate, and report the required information, as well as personnel time devoted to regulatory compliance rather than investment-related activities. These costs may be borne directly by a Fund or may indirectly affect a Fund through their impact on the our operations. Presidential Administration. The Donald J. Trump administration has enacted, and is seeking to enact, sweeping changes to numerous areas of law and regulation. Any such changes could significantly or materially impact or affect the Funds and/or their investments. Specific legislative, executive and regulatory proposals proposed or implemented by the current presidential administration that could materially impact the Funds and/or their investments include, without limitation, changes to tariffs and customs duties, trade agreements, import and export regulations, sanctions and export controls, immigration policy, income tax regulations and the federal tax code, healthcare and health related regulations, climate policies, environmental regulations, crypto regulation, artificial intelligence regulation, data privacy, critical minerals and supply chain policy, foreign investment restrictions, federal agency restructuring, public company reporting requirements, antitrust enforcement, and securities regulation and enforcement. Changes in U.S. federal policy, including tax, trade and other policies, and at regulatory agencies occur over time through policy and personnel changes following elections, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions remain highly uncertain. Neither us nor any of our affiliates or personnel can predict the ultimate impact or

outcome of the foregoing on the Funds, their businesses and investments, or the financial services or asset management industry generally, and any prolonged uncertainty as to the nature, timing and extent of any such changes could also have an adverse impact on the Funds and their investment objectives. Future changes enacted by the Trump administration may adversely affect the Funds’ operating environment and therefore their business, operating costs, financial condition and results of operations. Further, any extended federal government shutdown resulting from failing to pass budget appropriations, adopt continuing funding resolutions, or raise the debt ceiling, and other budgetary decisions limiting, delaying deferring, reducing or cancelling government spending, may negatively impact U.S. or global economic conditions, including corporate and consumer spending, and liquidity of capital markets. The current administration has also pursued an assertive foreign policy posture, including military and diplomatic interventions abroad, which may contribute to regional instability, retaliatory actions by foreign governments, disruptions to global markets and supply chains, and broader geopolitical uncertainty that could adversely affect a Fund and its investments. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Funds and their investments, including the ability of the Funds to execute their investment objectives and to receive attractive returns. In addition, any changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing the financial services industry, foreign trade, securities regulation, manufacturing, outsourcing, development and investment in the territories and countries or types of investments in which the Funds are permitted to invest, and any negative sentiments towards the United States as a result of such changes, could adversely affect the performance of the Funds’ investments. Moreover, media (including social media) has the potential to influence public sentiment and escalate tensions both within the U.S. and in international relations, which could cause social unrest and could negatively impact stock markets and economics around the globe as well as the Funds’ investments. Changes in administration policy regarding the regulation or deregulation of federal agencies, including the SEC, FinCEN and other financial regulators, may result in the extension, rescission or modification of recently adopted rules, creating uncertainty as to compliance obligations and the regulatory environment for investment advisers and private funds. In addition, changes in the control of the U.S. legislative and executive branches could result in potential changes in laws and regulations affecting the asset management and private fund industries. The likelihood of occurrence and the effect of any such change is highly uncertain and could have an adverse impact on the Funds and their investments. Trade Policy Instability. On February 20, 2026, in Learning Resources, Inc. v. Trump, the U.S. Supreme Court ruled 6-3 that the International Emergency Economic Powers Act does not authorize the President to impose tariffs, striking down the tariffs that President Trump had imposed by executive order since early 2025. Within hours of the ruling, President Trump announced he would continue to pursue tariff policies using alternative statutory authorities, immediately invoking Section 122 of the Trade Act of 1974 to impose temporary import surcharges of up to 15% ad valorem on virtually all imports into the United States, which is the maximum rate permitted under that statute. Section 122 authorizes such tariffs only for a period of up to 150 days (unless extended by an act of Congress) and for enumerated purposes. These Section 122 tariffs implemented may themselves be subject to legal challenge. The administration has also indicated its intent to expand the use of other tariff authorities, including Section 232 of the Trade Expansion Act of 1962 (national security tariffs) and Section 301 of the Trade Act of 1974 (unfair trade practices). This environment of rapid and unpredictable, including the imposition, modification, suspension, or invalidation of tariffs with little or no advance notice, has caused and may continue to cause substantial volatility in domestic and international financial markets. The Supreme Court’s ruling and the Presidential administration’s immediate pivot to alternative legal authorities demonstrate that tariff policy remains highly fluid, legally contested, and subject to sudden reversal. Businesses have been forced to make pricing, hiring, supply chain, and investment decisions against a backdrop of shifting trade rules. Even if tariff rates decline, policy uncertainty itself may have lasting effects on market conditions, investor sentiment, and the competitive environment.

A Fund and its investments may be adversely affected by these developments directly (through exposure to issuers, sectors, or asset classes sensitive to tariff and trade policy) or indirectly (through macroeconomic effects such as inflation, foreign exchange volatility, supply chain disruption, or tighter financing conditions). Retaliatory measures by foreign governments may compound these effects. We cannot predict the ultimate scope, duration, or legal viability of current or future tariff measures, or the broader economic and market implications of continued trade policy volatility. AML Rules. In August 2024, the U.S. Department of the Treasury and the Financial Crimes Enforcement Network (“FinCEN”) issued a new rule that will subject certain investment advisers to anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) program requirements under the Bank Secrecy Act (“BSA”). The rule will apply to registered investment advisers and exempt reporting advisers who advise private funds, such as hedge funds, private equity funds, and venture capital funds. If not already implemented, these covered investment advisers will need to establish and implement written AML/CFT policies and procedures, conduct ongoing customer due diligence, file suspicious activity reports, and maintain records of transactions (collectively, the “AML Rule”). The AML Rule requires compliance by January 1, 2028. The AML Rule could have a material adverse effect on us and the Funds as it may entail significant risks and costs. For example, we and the Funds could face increased compliance and operational burdens, such as hiring and training staff, developing and testing systems, and conducting audits and reviews. We and the Funds will also need to collect and verify additional personal information from their clients and investors, which could raise privacy and data security concerns, as well as affect client relationships and retention. We and the Funds may also encounter delays and difficulties in executing transactions, especially in cross-border contexts, due to the need to comply with complex and evolving sanctions and AML/CFT laws and regulations in multiple jurisdictions. Moreover, the AML Rule delegates authority to the SEC to examine covered investment advisers’ compliance with the BSA and FinCEN’s regulations, and we and the Funds could face severe legal and regulatory consequences, including civil and criminal penalties, injunctions, and revocations of registrations, for violations of the BSA or FinCEN’s rules. We and the Funds could also be exposed to reputational damage and litigation risks from our or their respective clients, investors, or third parties affected by their AML/CFT activities or failures. FinCEN may consider additional rulemaking in the future, which could further increase the risks and compliance burdens for us and the Funds. Disruption in the Financial Services Industry. Our ability to make investments, secure funding and engage in other transactions could be adversely affected by the actions and stability of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty and other relationships. As a result, defaults by, or even rumors or questions about, one of more financial service institutions, or the industry generally, have historically led to market-wide liquidity problems. Specifically, in March 2023, both Silicon Valley Bank (“SVB”) and Signature Bank were closed and swept into receivership with the Federal Deposit Insurance Corporation (the “FDIC”). In addition, First Republic Bank’s credit rating was downgraded after securing billions in funds from other financial institutions to avoid closure, and Credit Suisse was rescued with a buy-out from UBS. Such failures led to depositors withdrawing their funds from these and other financial institutions, leading to severe market disruption and extreme volatility in the prices of the securities issued by financial institutions. Losses of depositor, creditor and counterparty confidence and could lead to losses or defaults by the Funds or other institutions. In response to the bank failures at SVB and Signature Bank and the resulting market reaction, the Secretary of the Treasury, the Federal Reserve and the FDIC indicated that all depositors of SVB and Signature Bank would have access to all deposits by utilizing the Deposit Insurance Fund, including bridge banks to assume all of the deposit obligations of the failed banks, while leaving unsecured lenders and equityholders of such institutions exposed to such losses. The Federal Reserve also created the Bank Term Funding Program to ensure banks have the ability to meet the needs of their depositors. There is no guarantee that the Department of Treasury, FDIC and the Federal Reserve will provide access to uninsured funds in the future in the event of the closure of other financial institutions (or do so in a timely fashion) and it is uncertain whether these steps by the government will be sufficient to calm the financial markets, reduce the risk of significant depositor withdrawals at

other institutions and thereby reduce the risk of additional bank failures. Inflation Risk. The rate of inflation has been high in recent years and it is currently expected that it may remain high or elevated in the future, especially given the recent market turmoil as a result of the crises in the financial services industry. Inflation and rapid fluctuations have in the past had and are currently having negative effects on economies and financial markets. For example, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. If inflation were to continue at the current level or rise at rates higher than those anticipated in underwriting investments, the effective rate of return on such investments may be reduced. For example, there may be instances where rents and other revenues related to such investments may be fixed by contract for meaningful periods of time whereas related expenses and interest costs may not be. As a result, the recent rise in the rate of inflation (and any additional increase in such rate of or continued elevated inflation rates) could have a material and adverse impact on our or our clients’ investments. Geopolitical Risks and Force Majeure. An unstable geopolitical climate and continued threats of terrorism or war could have a material effect on general economic conditions, market conditions and market liquidity (among other things). In addition, the United States and governments globally have seen a rise in populist and nationalist tendencies, with political parties espousing such themes gaining strength in local and national elections. The continued threat of terrorism and the impact of military or other action have led to and will likely lead to increased volatility in prices for oil and gasoline and could affect certain investments financial results. Further, the United States government has issued public warnings indicating that energy assets might be specific targets of terrorist organizations. As a result of such a terrorist attack or of terrorist activities in general, such investments may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all. In addition, U.S. military or diplomatic interventions abroad, including recently in Venezuela, may result in regional instability and retaliatory actions by foreign governments. Armed conflict between the United States, Israel and Iran, including the potential for such conflict to expand regionally and globally, could further destabilize global markets, disrupt critical shipping lanes such as the Strait of Hormuz, and contribute to broader geopolitical uncertainty that may adversely affect the Funds and its investments. Additionally, the Funds or investments may be affected by force majeure events such as events beyond the control of the party claiming the event has occurred including, without limitation, severe storms, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, and labor strikes. Some force majeure events may adversely affect the ability of a party, including the Funds, any subsidiaries or investment entities utilized by a Fund or counterparties to the Funds or any related investment entities to perform their obligations until they are able to remedy the force majeure event. In certain circumstances, a Fund may be a party to a contract which does not provide a remedy in favor of the Fund if a force majeure event occurs. In this event, the Fund may be required to continue to comply with its obligations (including, but not limited to, payment or performance of its obligations) under the contract even though it may not receive some or all of the benefits to which it is entitled under such contract. Such a circumstance may cause the Funds to suffer economic loss, and such loss may be exaggerated if a force majeure event subsists for an extended period of time. In addition, the cost to an investment or the Funds of repairing or replacing damaged assets resulting from a force majeure event could be considerable. Certain force majeure events such as war or an outbreak of an infectious disease could have broader negative impact on the world economy and international business activity generally. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default with respect to particular investments of the Funds, negatively impact the market value of the Funds’ investments, increase market volatility and cause credit spreads to widen, depress mergers and acquisition's activity, and reduce liquidity, each of which could have an adverse effect on the performance of the investments, the Funds’ returns and the ability of the Funds to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or the Funds or an investment’s ability to recover therefrom. Governmental Intervention. In 2008, the global financial markets underwent disruptions that led to certain significant governmental intervention. Global pandemics and outbreaks of disease, such as COVID-19, have led to,

and may continue to result in or lead to, significant (and in certain cases unprecedented) governmental interventions both in the United States and abroad. Extreme volatility and illiquidity in markets have also in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. Such governmental interventions were and future governmental interventions may be implemented on an “emergency” or unprecedented basis, with little advance notice, thereby suddenly and substantially reducing or eliminating market participants’ ability to anticipate or react to such interventions, to implement certain investment strategies or to manage the risk of outstanding positions. In addition, these interventions are or may be typically unclear in scope and application, resulting in confusion and uncertainty which in itself can be materially detrimental to the efficient functioning of the markets as well as the Funds’ investment strategies, including those that were previously successful. If governmental intervention programs are unwound, there could likewise be uncertainty and adverse effects on the markets. In the case of any future market disruptions, significant economic events, pandemics or other health events, or other events or circumstances, it is impossible to predict what interim or permanent governmental interventions, restrictions (or easing of restrictions) or other actions may be imposed on the markets or the effect of such restrictions on our or the Funds’ investment strategies. For all of the foregoing reasons, among others, governmental interventions and other actions could have a material adverse effect on us, the Funds and their investors. Potential for Fraud. Recent discoveries of fraud in the banking and financial services industry highlight the seriousness of the issue. The scope and long-term nature of such frauds is a testament to how difficult fraud is to detect and prevent. While we attempt to avoid falling victim to fraud, there can be no assurance that we will be able to prevent all types of fraud by parties with whom we and our clients transact business. Changes in Government Policy. Changes in government policy, including monetary, fiscal, tax, trade, inflation, exchange and regulatory policies, among many others, have had and will continue to have a significant effect on the economy, financial markets and our investment strategies. Any such changes could be difficult or impossible to anticipate and could have significant unanticipated or unintended consequences. In addition, changes in policy implemented or threatened by one government often lead to changes in policy by other governments, which have their own significant consequences. As just one example, tariffs imposed by the U.S. government on certain imports from China, Mexico and Canada have led to the imposition of reciprocal tariffs by China, Mexico and Canada on imports from the U.S., and a similar dynamic has occurred in connection with other changes in trade policy implemented or threatened by various governments. Additionally. It is expected that legislation regarding bank reform will be forthcoming given the turmoil in the markets. Any of the foregoing could result in a material adverse effect on the Funds or advisory services to the Funds. Public Health Risk. The Funds and their affiliates and service providers have been materially impacted, and could be materially adversely affected or impacted in the future, by the effects of a widespread outbreak of contagious disease, such as the COVID-19 pandemic, an influenza pandemic or other pandemics, epidemics and public health issues. Public health crises can develop rapidly and unpredictably, which may prevent governments, asset managers, companies or others (including us, the Funds or the Funds’ investments) from taking timely or effective steps to mitigate or reduce any adverse impacts to the Funds and their investments. The extent and duration of any such impacts will depend on future developments, which are highly uncertain and cannot be predicted at this time. Any outbreak of contagious diseases and other adverse public health developments, together with any resulting disruptions or restrictions on travel, quarantines or “stay‐at‐home” orders, social distancing policies and/or quarantines imposed or recommended by governments and private parties in the jurisdictions where the Funds or their investments are based (together, the “Isolation Measures”), could have a material and adverse effect on the Funds and their investments, including by disrupting or otherwise adversely affecting the human capital, business operations or financial resources of the Funds, their investments, or their respective service providers (which could, in turn, adversely impact the ability of such service providers to fully support the administration and operations of the Funds or their investments). In addition, a significant outbreak of contagious diseases in the human population, and any containment or other remedial measures imposed (including Isolation Measures), may result in a widespread health crisis that could

severely disrupt global, national and/or regional economies and financial markets and cause an economic downturn that could adversely affect the performance of the Funds and/or their investments. Although the long‐term economic fallout of any future pandemic or outbreak of disease is or will be difficult to predict, it may contribute or lead to market volatility and lead to an economic slowdown given the disruption to supply chains across sectors and industries worldwide, which may reduce investment activity more generally and materially and adversely affect the Funds and/or their investments. To the extent an epidemic or pandemic is present in jurisdictions in which we have offices or other operations or investments, it could affect the ability of us and our affiliates to operate effectively, including the ability of personnel to function, communicate and travel to the extent necessary to carry out the investment strategies and objectives of the Funds. The impact of a health crisis such as the COVID-19 pandemic, and other epidemics, pandemics and outbreaks of disease that may arise in the future, depends on the duration and spread of the outbreak, the severity, the actions to contain, slow down or halt the spread of the virus or treat its impact, and how quickly and to what extent normal or semi-normal economic and operating conditions can resume, which could affect the global economy in ways that cannot necessarily be foreseen at the present time. A health crisis may exacerbate other pre-existing political, social and economic risks. Any such impact could adversely affect the Funds’ performance, resulting in losses. A pandemic and actions, measures and steps taken by governments around the world in response to such pandemic may cause material disruptions to (or otherwise materially impact or affect) business operations and activities of service providers on which we and the Funds rely (including administrators, custodians and counterparties). It may also adversely impact the Funds’ investments, our ability to access markets or implement our or the Funds’ investment strategies in the manner originally contemplated, the valuation of investments, or the net asset value of a Fund. Terrorist Attacks, War and Natural Disasters. Terrorist activities, anti-terrorist efforts, other armed conflicts involving the United States or its interests abroad, wars and natural disasters may adversely affect any region or country, its financial markets and global economies and markets, and could prevent the Funds and their investments from meeting their respective investment and risk management objectives and other obligations. The potential for future terrorist attacks, the national and international response to terrorist attacks, other acts of war or hostility and natural disasters have created many economic and political uncertainties in the past and may do so in the future, which may adversely affect any region or country and world financial markets and Funds for the short or long-term in ways that cannot presently be predicted. In February 2022, an armed conflict escalated between Russia and Ukraine and Russia invaded Ukraine. In response to Russia’s invasion of Ukraine, the United States, the European Union and various other countries and organizations have announced various sanctions against Russia, Russia-backed separatist regions in Ukraine and certain banks, companies, government officials and other individuals in Russia and Belarus. The sanctions announced by the U.S. and other countries to date include restrictions on selling or importing goods, services, or technology in or from affected regions and travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia. The U.S. and other countries could impose wider or more significant sanctions and take other actions should the conflict further escalate or deteriorate.In October 2023, following a series of attacks by Hamas on Israeli civilian and military targets, Israel declared war on Hamas in Gaza. The Ukraine-Russian and Israel-Hamas conflicts have led to, and may continue to lead to, significant political, geopolitical, economic and market turmoil and volatility, including dramatic increases in oil and gas prices and further supply chain disruptions. For example, Houthi attacks on commercial shipping vessels in the Red Sea and Suez Canal, which are related to the Israel-Hamas war, have disrupted global supply chains, resulting in increased shipping costs, freight surcharges, shipment delays, reduced shipping capacity and caused other significant supply chain impacts. It is not possible to predict the broader consequences of these conflicts, or the sanctions imposed or applied as a result thereof, which could include further sanctions, embargoes, trade actions, cyberattacks, regional instability, geopolitical shifts, conflicts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets, all of which could adversely impact the Funds or investment’s business, financial condition and results of operations. Although a ceasefire between Israel and Hamas was reached in late 2025, the prospects for a lasting settlement remain uncertain, and the risk of renewed hostilities or broader

regional conflict persists. In February 2026, armed conflict between the United States, Israel, and Iran commenced, and military operations are ongoing by all parties. The conflict has resulted in attacks on military and strategic targets in Iran, retaliatory missile and drone attacks by Iran against Israel and U.S. military installations across the Persian Gulf region, and the involvement of additional regional actors. The conflict has disrupted global markets, caused significant volatility in financial markets, and created uncertainty regarding its duration and scope, including potential disruption to critical shipping lanes such as the Strait of Hormuz. It is not possible to predict the broader consequences of this conflict, or any similar future conflicts, and any sanctions, embargoes, trade actions, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, currency exchange rates and financial markets that result could impact a Fund’s business, financial condition and results of operations. Investment Risks in General. All investments risk the loss of capital. No guarantee or representation is made that client investment programs will be successful. Certain investment techniques utilized by us will, in certain circumstances, maximize the impact of adverse market moves to which our clients are or will be subject. The performance of any particular investment is subject to numerous factors that are neither within our control nor predictable by us. Such factors include a wide range of economic, political, competitive and other conditions that may affect investments in general or specific industries or companies. As a result of the nature of investment activities, it is possible that our clients’ financial performances may fluctuate substantially from period to period. Clients and investors could lose a substantial portion or all of their investment. Investment Selection and Market Risk. “Investment selection risk” is defined herein as the risk that we may not select and size positions appropriately within the portfolio. An associated “market risk” arises from the influence of the movements of the overall market or the value of the individual investments in the portfolio. The profitability of a significant portion of client investment programs depends to a great extent upon correctly predicting the future price movements and/or general value of securities and other investments. There can be no assurance that we will be able to accurately predict these price movements or future valuation, nor can assurance be given that a client’s investment portfolio will generate any returns or otherwise appreciate in value. With respect to our investment strategy, there is also market risk. For these reasons, the portfolio may also incur losses. Short Sales. Our clients may make short sales. In a short sale, the seller sells a security that it does not own, typically a security borrowed from a broker or other counterparty. Because the seller remains liable to return the underlying security that it borrowed from the broker or counterparty, the seller must purchase the security prior to the date on which delivery to the broker or dealer is required. The making of short sales exposes clients to the risk of liability for the market value of the security that is sold, which is an unlimited risk in theory due to the lack of an upper limit on the price to which a security may rise. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase or that securities will be available for clients to borrow at reasonable costs. If a request for a return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, in which case a client or account may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. A similar result can occur whenever widespread investor sentiment or activity causes a large and rapid increase in the price of a stock, regardless of the reason and even without a “short squeeze.” For example, during 2021 retail investors appear to have caused the securities of GameStop Corp (GME), AMC Entertainment Holdings, Inc. (AMC) and other “meme stocks” to increase in price rapidly to levels that did not seem justified by normal fundamental analysis. The efforts of these retail investors pushed the price of GameStop stock to record levels in a very short period of time, and many hedge funds and other investors lost billions of dollars as they were forced to close out their short positions on GameStop stock in connection with the short squeeze. This type of situation is likely to reoccur in the future, as social media and popular commission free trading platforms have made it easier for a large number of retail investors to act in a similar manner, causing unexpected price changes in securities and disrupting the trading strategies of hedge funds and other institutional investors. In addition, controversy relating to GameStop and other “meme stocks” has led to SEC and

Congressional scrutiny and could result in greater regulation of short selling and other investment activities. On October 13, 2023, the SEC adopted Rule 13f-2 and related Form SHO pursuant to the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which requires institutional investment managers that meet or exceed certain specified thresholds to report certain short positions and short activity information on Form SHO, and the SEC may adopt or enact additional rules requiring public disclosure of short positions in the future. These new rules and related requirements will require additional monitoring and reporting of short positions, thereby increasing the administrative, regulatory and compliance burdens and costs for us and the Funds. Following a Fifth Circuit ruling remanding Rule 13f-2 to the SEC for further consideration of its cumulative economic impact, the SEC granted temporary exemptive relief from compliance with Rule 13f-2 and from reporting short sales on Form SHO until January 2, 2028. The nature, timing, and ultimate effect of Rule 13f-2, including whether it will be finalized, rescinded, or further modified following the Fifth Circuit’s remand, remain uncertain. Equity Risks. We invest client assets in equity and equity derivative securities. The value of these securities generally varies with the performance of the issuer and movements in the equity markets generally and for specific sectors. As a result, clients may suffer losses if we invest client assets in equity securities of issuers whose performance falls below market or our expectations or if the equity markets generally or specific sectors decline and we have not adequately hedged against such a decline. Clients are exposed to risks that issuers will not be able to fulfill their contractual obligations, such as delivering marketable common stock upon conversions of convertible securities, registering restricted securities for public resale and maintaining listings on exchanges. Small Cap Investments. At any time, our portfolio may include significant investments in smaller sized companies of a less seasoned nature whose securities are traded in the over-the-counter market. The stocks of such companies may be more volatile in price and have lower trading volumes than the larger capitalization stocks included in the S&P 500 Index. Our investments in such companies may represent significant amounts of the actively traded shares of the respective issuers. Accordingly, the aggregate market value of such investments in such companies may not be representative of the actual proceeds that would accrue to our clients in the event of sale. Long Term Nature of Investments. We generally utilize a buy and hold investment strategy in which we buy securities on behalf of our clients and hold them for a relatively long period of time, regardless of short-term factors such as market fluctuations or stock price volatility. Client investments are suitable only for prospective investors who can bear the risk of fluctuations in the value of their investment. Discretion and Changes in Investment Strategy. We have discretion in choosing client investments and generally have the right to modify the selection criteria or hedging techniques (if any) used without the consent of clients or investors. Any of the investment strategies, analytical models, or trading techniques may have operational or theoretical shortcomings, which could result in unsuccessful trades and, ultimately, losses to our clients. In addition, any new investment strategy or hedging technique developed may be more speculative than earlier techniques and may increase the risk to clients and investors. Concentration. Client investments are not required to be diversified to any material extent and our investment strategy tends to favor a highly concentrated portfolio. Accordingly, at any given time, it is likely that client investments or portfolio risks will be concentrated in only a few industries, companies, geographic regions, asset types, strategies or other areas of risk. This limited diversity could expose our clients to losses disproportionate to market movements in general. Even if we attempt to control risks and diversify the portfolio, risks associated with different assets may be correlated in unexpected ways, with the result being that our clients face concentrated exposure to certain risks. In addition, many investment funds pursue similar strategies, which creates the risk that many funds would be forced to liquidate positions at the same time, reducing liquidity, increasing volatility and exacerbating losses. Competition. The markets in which we participate, as well as other markets and strategies, in which we may participate, are extremely competitive. There can be no assurance that we will be able to identify or successfully pursue attractive investment opportunities in this environment. Clients and investors should expect that client investments will involve substantially more company-specific and market risk and associated volatility in the future than in the past, as arbitrage and similar opportunities are further reduced or eliminated. We compete with many firms that have substantially greater financial resources, more favorable financing arrangements, larger research

staffs and more securities traders than are available to us. Risks of Realization on Investments. Given the nature of the investments made by us on behalf of our clients, there is a risk that we may be unable to realize client investment objectives by sale or other disposition of client investments at attractive prices or will otherwise be unable to complete a suitable exit strategy. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic conditions and changes in laws, regulations, fiscal policies or political conditions. In addition, we generally are not able to sell investments in privately held companies unless their sale is registered under applicable securities laws or unless an exemption from such registration requirements is available. In some cases clients and investors may also be prohibited by contract from selling such securities for a period of time or otherwise be restricted from disposing of such securities. Furthermore, the types of investments made may require a substantial length of time to liquidate. Off-Balance Sheet Risk. In the normal course of business, we may invest client assets in financial instruments with off-balance sheet risk. These instruments include forward contracts, swaps and securities and options contracts sold short. An off-balance sheet risk is associated with a financial instrument if such instrument exposes the investor to an accounting and economic loss in excess of the investor’s recognized asset carrying value in such financial instrument, if any; or if the ultimate liability associated with the financial instrument has the potential to exceed the amount that the investor recognizes as a liability in the investor’s statement of assets and liabilities. Additionally, in the normal course of business, we, on behalf of our clients, may purchase long positions in option contracts that do not have off-balance sheet-risk. Hedging Transactions. We may utilize financial instruments on behalf of our clients, both for investment purposes and for risk management purposes, in order to: (a) protect against possible changes in the market value of a client’s investment portfolio resulting from fluctuations in the securities markets and changes in interest rates; (b) protect a client’s unrealized gains in the value of the client’s investment portfolio; (c) facilitate the sale of any such investments; (d) enhance or preserve returns, spreads or gains on any investment in a client’s portfolio; (e) hedge against a directional trade; (f) hedge the interest rate or currency exchange rate on any of a client’s liabilities or assets; (g) protect against any increase in the price of any securities we anticipate purchasing on behalf of a client at a later date; or (h) for any reason that we deem appropriate. The success of hedging strategies depend, in part, upon our ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the portfolio investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of our hedging strategy is subject to our ability to continually recalculate, readjust and execute hedges in an efficient and timely manner. While we may enter into hedging transactions on behalf of our clients to seek to reduce risk, such transactions may result in a poorer overall performance for the client than if we had not engaged in such hedging transactions. For a variety of reasons, we may not seek to establish a perfect correlation between the hedging instruments utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent clients from achieving the intended hedge or expose clients to risk of loss. We will not be required to hedge any particular risk in connection with a particular transaction or client portfolios generally. Moreover, it should be noted that the portfolio will always be exposed to certain risks that may not be hedged. The successful utilization of hedging and risk management transactions requires skills complementary to those needed in the selection of client portfolio holdings. Risks of Derivatives. Clients may use derivative instruments. In many cases, derivatives provide the economic equivalent of leverage by magnifying the potential gain or loss from an investment in much the same way that incurring indebtedness would. Many derivatives provide exposure to potential gain or loss from a change in the market price of an investment (or a basket or index) or other event or circumstance in a notional amount that greatly exceeds the amount of cash or assets required to establish or maintain the derivative contract. Accordingly, relatively small price movements in the underlying investment or other events or circumstances may result in immediate and substantial losses to clients. In some cases, a client’s exposure under a derivative contract will be limited to the amount invested (for example, when a client buys a call option). In other cases, the derivative contract will create an open-ended obligation (for example, when a client writes a call option). Many derivatives,

particularly those negotiated over-the-counter, are substantially illiquid or could become illiquid under certain market conditions. As a result, it may be difficult or impossible to determine the fair value of the client’s interest in such contracts. Many derivative contracts involve exposure to the credit risk of the counterparty, because the client acquires no direct interest in the underlying investment, but instead depends on the counterparty’s ability to perform under the contract. Further, if and when the client takes economic exposure through a derivative, it generally does not have any voting rights and may not be able to pursue legal remedies that would be available if it invested directly in the underlying investment. Many derivatives also involve substantial legal risk and uncertainty, because the terms of the contract may be difficult to draft, apply, interpret and enforce, particularly in the context of unforeseen market conditions or events. In many cases, the counterparty has discretion (either pursuant to the express terms of the contract or in practice) to interpret the contract, make required calculations and demand or withhold payments in the manner most favorable to the counterparty and most unfavorable to clients. An adverse interpretation or calculation under one derivative contract could trigger cross-defaults with other contracts and could have a materially adverse effect on client liquidity and performance. Any dispute concerning a derivative contract could be expensive and time consuming to resolve, particularly given the potential for complex and novel legal issues and the involvement of multiple legal jurisdictions. Even a favorable resolution could come too late to prevent cross-defaults, trading losses and material liquidity problems. Volatility Risk. Client investment programs may involve the purchase and sale of equity derivatives and other financial instruments that are valued to some extent based on expected, implied or realized volatilities of various securities. Fluctuations or prolonged changes in the volatility of securities, therefore, can materially and adversely affect the value of securities held by client portfolios. Relative Value and Directional Movements. The success of our clients’ investment strategies depends upon our ability to accurately predict future price movements or the convergence of market prices toward the theoretical values expected by us. Any such attempt to predict future price movements is inherently risky and inaccurate. Often, price movements are determined by factors that were not anticipated by us and over which we have no control, and our analysis of known factors may prove to be incorrect, in each case potentially resulting in substantial losses for our clients. Risks of Foreign Investments. We may invest client assets in financial instruments of foreign corporations, including those in developing nations and emerging markets. Investing in the financial instruments of companies outside of the United States involves certain considerations not usually associated with investing in financial instruments of U.S. companies, including political and economic considerations, such as greater risks of expropriation, nationalization and general social, political and economic instability; imposition of withholding and other taxes on dividends, interest, capital gains and other income; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict client investment opportunities or their ability to repatriate funds. Such considerations also apply to, and could increase the risks associated with, holding positions in custodian accounts located in or governed by the laws of other countries. In addition, accounting and financial reporting standards that prevail outside of the United States generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the United States than for those located in the United States. Financial instruments traded on foreign exchanges and the foreign nationals or entities that trade these instruments are generally not subject to the jurisdiction of the SEC or the U.S. Commodity Futures Trading Commission or other securities laws and regulations of the United States. Accordingly, the protections accorded to clients under such laws and regulations may be unavailable for transactions on foreign exchanges and with foreign counterparties. Portfolio Turnover. We generally are not restricted in effecting client transactions by any specific limitations with regard to their portfolio turnover rate. Although not anticipated, client investment policies might result in substantial portfolio turnover. Investments may be sold for a variety of reasons, such as a more favorable investment opportunity or other circumstances bearing on the desirability of a continued position in such investments.

Leverage and Liquidity Risks. Clients may borrow funds to utilize leverage when we deem appropriate, including to enhance client returns and for cash management purposes (e.g., short-term borrowings to make investments in anticipation of additional subscriptions and to fund withdrawals). Clients may borrow funds from brokers, banks and other lenders to finance its investing and trading operations, which borrowings may be secured by client assets. The use of such leverage can, in certain circumstances, maximize the losses to which a client’s investment portfolio may be subject. Any event that adversely affects the value of an investment would be magnified to the extent that a particular asset or a client as a whole is leveraged. The cumulative effect of the use of leverage by a client in a market that moves adversely to the client’s investments could result in a substantial loss to the client, which would be greater than if the client was not leveraged. Leverage may be achieved through, among other methods, direct borrowing and purchases of securities on margin and the use of options and other derivatives. Further, the current economic environment and investor concerns regarding the U.S. or international financial systems has caused some lenders to impose more stringent restrictions on terms of credit and additional adverse economic changes could result in further restrictions being imposed or a general reduction in the amount of credit available in the markets in which the Funds will seek to invest. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact the Funds’ ability to make investments and generate returns. The use of margin and short-term borrowings creates several risks for clients. If the value of a client’s securities falls below the margin level required by a prime broker, additional margin deposits would be required. If a client is unable to satisfy any margin call by a prime broker, then the prime broker could liquidate the client’s position in some or all of the financial instruments that are in the client’s accounts at the prime broker and cause the client to incur significant losses. Furthermore, secured counterparties and lenders may have the right to sell, pledge, rehypothecate, assign, use or otherwise dispose of collateral posted by a client. This could increase exposure to the risk of a counterparty default since, under such circumstances, the client may be unable to recover the posted collateral promptly or may be unable to recover all of the posted collateral. The occurrence of defaults may trigger cross-defaults under the client’s agreements with other brokers, lenders, clearing firms or other counterparties, creating or increasing a material adverse effect on the performance of the client. The purchase of options and other derivative instruments generally involves little or no margin deposit and, therefore, will provide substantial leverage. Accordingly, relatively small price movements in these financial instruments may result in immediate and substantial losses to clients. In addition, certain of the companies in which we may invest client assets may have significant leverage. The leveraged capital structures of our clients and companies in which we make client investments also increase exposure to adverse economic factors such as rising interest rates, downturns in the economy and/or deterioration in the condition of the company or its industry. Such increased exposure to adverse economic factors may decrease the overall return on investment realized by our clients from the overall return on investment that may have been realized if leveraged capital structures had not been used by our clients or the companies in which we make client investments. Interest Rate Risks. Interest rate risk refers to the risks associated with market changes in interest rates. Interest rate changes have recently affected and may continue to affect the value of debt investments indirectly (especially where there is a fixed interest rate) and directly (especially where there is an adjustable interest rate). Rising interest rates have recently negatively impacted, and to the extent of additional increases in such rates will continue to negatively impact, the price of fixed rate debt instruments. To the extent interest rates fall in the future, such falling interest rates are generally expected to have a positive effect on price. Adjustable rate instruments also react to interest rate changes in a similar manner, typically to a lesser degree. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment schedules. In addition, recent interest rate increases have, and any additional future interest rate increases generally will, result in financing for property purchases and improvements being more costly and difficult to obtain. Further, increases in interest rates after an investment has been acquired by the Funds may negatively impact the valuation of such investment. Counterparty Risks. We enter into many transactions with third parties (i.e., borrowers, custodians, prime brokers, etc.) in which the failure or delay of the third party to perform its obligations under a contract with a Fund could

have a material adverse effect on such Fund. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of a counterparty’s insolvency on us, our clients’ and their assets. Changing circumstances and market conditions, generally beyond our control, could impair our ability to access our existing cash, cash equivalents or investments. Investors should assume that the insolvency of any of our financial institutions, prime brokers or other counterparties would result in the loss of all or a substantial portion of our clients’ assets held by such financial institution, prime broker or counterparty. Although the Funds are not a borrower or party to any financial instruments with SVB, Signature or any other financial institution currently in receivership, the effects from such bank failures have extended to First Republic Bank, which serves as one of the Funds’ custodian. If any of the Funds’ financial institutions or counterparties, including First Republic Bank, were to be placed into receivership, there is no guarantee that the Department of the Treasury, the Federal Reserve or the FDIC will intercede to provide the Funds or other depositors with access to balances in excess of the $250,000 FDIC insurance limit, that the Funds’ would be able to access their existing cash, cash equivalents or investments, or that the Funds would be able to adequately fund investments, any of which could have a material adverse effect on the Funds and/or the investors. Any losses would be borne by the Investors. In addition, if any of our counterparties are unable to access funds pursuant to such instruments or lending arrangements with such a financial institution, such parties’ ability to pay their obligations to us or to enter into new commercial arrangements requiring additional payments to us could be adversely affected. In this regard, counterparties to credit agreements and arrangements with banks in receivership, and third parties such as beneficiaries of letters of credit (among others), may experience direct impacts from the closure of such financial institutions and uncertainty remains over liquidity concerns in the broader financial services industry. Some of the markets in which we may effect client transactions are “over-the-counter” or “inter-dealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange-based” markets. This exposes clients to the risk that a counterparty will not settle a transaction due to a credit or liquidity problem, thus causing clients to suffer a loss. In addition, in the case of a default, a client could become subject to adverse market movements while replacement transactions are executed. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement or where a client has concentrated its transactions with a single counterparty or small group of counterparties. See “Brokerage and Custody.” We may use counterparties located in jurisdictions outside the United States. Such counterparties are subject to the laws and regulations in non-U.S. jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to client assets are subject to substantial limitations and uncertainties. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a counterparty, it is impossible to generalize about the effect of their insolvency on clients and their assets. Clients are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. Moreover, our internal process for evaluating the creditworthiness of its counterparties may prove insufficient. The ability of a client to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of the client’s counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by our clients. Cyber Security Breaches and Identity Theft. We, our clients and our respective service providers depend on information technology systems and, notwithstanding the diligence that we may perform on such service providers, we may not be in a position to verify the risks or reliability of such information technology systems. We, our clients and our respective service providers are subject to risks associated with a breach in cybersecurity. “Cybersecurity” is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. Our, our clients’ and our service providers’ information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures,

infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although we and our affiliates have implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, we and/or our clients may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in our and our clients’ operations 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). Such a failure could harm our or our clients’ reputations, subject any such entity and its respective affiliates to legal claims and otherwise affect its business and financial performance. Such damage or interruptions to information technology systems may cause losses to our clients or individual Investors by interfering with our or any affiliates’ operations. Clients may also incur substantial costs as the result of a cybersecurity breach, including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination of confidential and proprietary information and reputational damage. Any such breach could expose one or more of our clients or us to civil, legal or regulatory liability as well as regulatory inquiry and/or action, and clients may be required to indemnify us against any losses incurred in connection therewith. Cybersecurity issues and risks are currently a major focus area of the SEC and other regulatory authorities. Regulation S-P. In May 2024, the SEC adopted material amendments to Regulation S-P, which governs the treatment of consumers’ nonpublic personal information by covered institutions, including registered investment advisers. The amendments impose new requirements on covered institutions to adopt written policies and procedures for incident response programs designed to address unauthorized access to or use of customer information, and to notify affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization. Covered institutions must provide such notice as soon as practicable, but not later than 30 days after the covered institution becomes aware that unauthorized access to or use of customer information has occurred or is reasonably likely to have occurred. The notice must include details about the incident, the types of sensitive customer information involved, and contact information for the covered institution. The amendments also significantly expand the obligations of covered institutions with respect to their service providers. Covered institutions must take steps to ensure that service providers maintain appropriate safeguards for customer information and must require that service providers notify the covered institution within 72 hours of becoming aware that a breach in security has occurred resulting in unauthorized access to a customer information system maintained by such service provider. The compliance date for “larger entities” (including registered investment advisers with at least $1.5 billion in assets under management) was December 3, 2025, and the compliance date for “smaller entities” (including registered investment advisers with less than $1.5 billion in assets under management) is June 3, 2026. Compliance with these requirements has imposed, and will continue to impose, additional operational and compliance costs on us and the Funds, including costs associated with enhancing incident response capabilities, revising service provider agreements, implementing monitoring systems, and preparing for potential breach notifications. Moreover, there is a risk that service providers may fail to comply with their obligations under Regulation S-P, including by failing to implement adequate safeguards for customer information, failing to detect security breaches in a timely manner, or failing to provide timely notification to us of security incidents. Any such failure by a service provider could result in delayed detection and response to data breaches, increased harm to affected individuals, regulatory scrutiny or enforcement action against us or a Fund, reputational damage, litigation, and significant financial losses. While we intend to implement policies and procedures reasonably designed to oversee service providers’ compliance with applicable data protection requirements, we cannot guarantee that service providers will comply with all such requirements or that such compliance will be adequate to prevent all unauthorized access to or use of customer information. Artificial Intelligence and Machine Learning Developments. Recent technological advances in artificial intelligence and machine learning technology (collectively, “Machine Learning Technology”), including OpenAI’s release of its

ChatGPT application and the rapid proliferation of generative artificial intelligence tools and large language models, pose risks to us, the Funds, their investments and their investors. The use of Machine Learning Technology by us, our personnel, or our service providers creates risks relating to cybersecurity, threats to proprietary and confidential information, potential intellectual property violations, inadvertent disclosure of personal information in violation of applicable data protection laws, and the risk that artificial intelligence-generated outputs may be inaccurate, incomplete, or misleading. If and to the extent we utilize Machine Learning Technology in connection with our business activities, including investment activities, we intend to adopt and implement, and periodically evaluate and/or adjust, internal policies governing use of Machine Learning Technology by our personnel. Notwithstanding any such policies adopted or implemented us, our personnel, and other associated persons could, unbeknownst to us, utilize Machine Learning Technology in contravention of such policies. We, in addition to our Funds and their investments, could be further exposed to the risks of Machine Learning Technology if third-party service providers or any counterparties, whether or not known to us, also use Machine Learning Technology in their business activities. We will not be in a position to control the use of Machine Learning Technology in thirdparty products or services. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material, non-public information) — either by third parties in contravention of non-disclosure agreements, or by our personnel in contravention of our policies, contractual or other obligations or restrictions to which any of the foregoing or any of their affiliates or representatives are subject, or otherwise in violation of applicable laws or regulations relating to treatment of confidential and/or personally identifiable information (including material, non-public information) — into Machine Learning Technology applications, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. Independent of its context of use, Machine Learning Technology is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Machine Learning Technology utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error — potentially materially so — and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Machine Learning Technology. To the extent that we, the Funds or their investments are exposed to the risks of Machine Learning Technology use, any such inaccuracies or errors could have adverse impacts on us, the Funds and their investments. Conversely, to the extent competitors of the Funds and their investments utilize Machine Learning Technology more extensively than the Funds and their investments, there is a possibility that such competitors will gain a competitive advantage. Machine Learning Technology and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Use of Artificial Intelligence, Data Analytics, and Similar Tools. From time to time, we and our affiliates may utilize artificial intelligence, machine learning, data analytics and similar tools that collect, aggregate, and analyze data (collectively, “Data Tools”) in connection with the management of the Funds and/or the Funds’ portfolio. There are significant risks involved in utilizing Data Tools and no assurance can be provided that the usage of such Data Tools will enhance the Funds’ portfolio or assist the Funds or their investments in being more efficient or profitable. For example, certain Data Tools may utilize historical market or sector data in their analytics. To the extent that such historical data is not indicative of the current or future conditions in the applicable market or sector, or the Data Tools fail to filter biases in the underlying data or collection methods, the usage of Data Tools may lead us to make determinations on behalf of the Funds, including potentially purchase and sale decisions, that have an adverse effect on the Fund and their investments. While Data Tools may improve the efficiency of data analytics and reduce investment costs, there is no assurance that returns from investments utilizing Data Tools will be higher than they would be if investment decisions were made solely using human analytics or that the expenses related to Data Tools directly or indirectly borne by the Funds will outweigh such reduced investment costs or outweigh such risks. Data Tools may also be subject to data herding and interconnectedness (i.e., multiple market participants utilizing the same data), which may adversely impact the markets in which the Funds invest, and in turn, the Funds’ investments. In addition, the use of Data Tools may enhance cybersecurity risks and operational and technological risks. The technologies underlying Data Tools and their use cases are rapidly developing, and remain subject to existing laws, including privacy, consumer protection, and federal equal opportunity laws. As a

result, it is not possible to predict all of the legal, operational, or technological risks related to the use of Data Tools. Moreover, Data Tools are the subject of evolving review by various regulatory agencies, including the SEC and the U.S. Federal Trade Commission, and changes in the regulation of the use of Data Tools may adversely affect our ability to use Data Tools to manage the Funds and their investments. THE FOREGOING RISK FACTORS DO NOT PURPORT TO BE A COMPLETE DESCRIPTION OF ALL OF THE RISKS ASSOCIATED WITH OUR INVESTMENT STRATEGIES. PROSPECTIVE CLIENTS AND INVESTORS SHOULD READ THIS BROCHURE AND ALL OTHER APPLICABLE DISCLOSURE MATERIALS IN THEIR ENTIRETY BEFORE MAKING ANY INVESTMENT DECISIONS.

We also maintain certain policies and procedures designed to prevent employees and principals from misusing material non-public information. We will furnish a copy of our code of ethics to clients and investors upon request. PERSONAL TRADING Access persons generally are prohibited from purchasing or selling individual securities in their personal trading accounts (without the prior written consent or approval of the Chief Compliance Officer). Notwithstanding the foregoing, access persons generally are permitted to purchase or sell index securities and mutual funds for their own personal accounts. Our Code of Ethics sets forth our practice of monitoring and supervising the personal securities transactions of access persons. Pursuant to our policies, none of our supervised persons should prefer his or her own interest to that of an advisory client (or place his/her own interests above the interests of our advisory clients) or make personal investment decisions based on the investment decisions of advisory clients. To supervise compliance with our Code of Ethics, we require all of our access persons to provide annual securities holdings reports and at least quarterly transaction reports to the Chief Compliance Officer. The Chief Compliance Officer reviews such reports on a periodic basis to ensure compliance with our policies and procedures and in an attempt to identify any red flags. Our Code of Ethics also requires that all access persons obtain pre-approval before directly or indirectly acquiring a beneficial ownership interest in any initial public offering or private placement. We have also established a restricted list that contains securities in which access persons may not trade. Securities on the restricted list generally include issuers about which the firm has inside information or has entered into a relationship likely to lead to inside information (as well as any additional securities that may be restricted for other reasons). We also strictly prohibit “front-running” client accounts (which is the practice of executing orders for an employee’s personal account while taking advantage of advance knowledge of pending orders from its clients). OTHER ACTIVITIES We and/or one or more of our affiliates may, directly or indirectly, organize, sponsor and/or manage other limited partnerships or other pooled investment vehicles (each, a “Related Fund”) in the future. No such Related Fund shall be precluded from co-investing with the Funds. Mr. Cohen currently serves, and Mr. Cohen and/or any of our employees may in the future serve, on the management committees, boards of directors, or in other capacities of various companies in which the Funds invest. Mr. Cohen and/or such employees may receive compensation (whether in the form of incentive awards or otherwise) in their capacities as a director, officer or agent of such companies. We have adopted various policies and procedures to address potential conflicts of interest arising from outside business activities, including but not limited to, providing that any compensation received by Mr. Cohen and/or any of our employees with respect to such company in which the Funds invest will be held for the benefit of (and/or transferred to) the Funds for the Funds’ benefit. We devote such time to each client’s affairs as we deem consistent with the client’s goal of achieving its investment objectives. Notwithstanding the foregoing, neither we nor any of our affiliates are prohibited from engaging in any activity whatsoever permitted by applicable law. Subject to our policies and procedures described above, we and our affiliates may engage and hold interests in other business ventures of every kind and description for our own accounts including, without limitation, other investment entities similar to our clients,

whether or not such business ventures are in direct or indirect competition with our clients, and whether or not any investor also has an interest therein, without having to account to us or any client for any profits or other benefits derived therefrom and without incurring any obligation to offer any interest in any such activity to clients or investors.

Because commission rates in the United States as well as other jurisdictions are negotiable, selecting brokers on the basis of considerations which are not limited to applicable commission rates may at times result in higher transaction costs than would otherwise be obtainable. BEST EXECUTION In placing orders for the purchase and sale of securities, we generally seek best net execution, which includes both commissions and execution prices. Orders are placed with brokers or dealers which we believe to be responsible and provide effective execution of client orders under conditions most favorable to client accounts. SOFT DOLLAR PRACTICES We may use soft dollars generated by client accounts to pay for certain research and/or related services provided by brokers described above. The term “soft dollars” refers to the receipt by an investment manager of products and services (including research) provided by brokers without any cash payment by the investment manager, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment manager. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Using soft dollars to obtain investment research and/or related services creates a conflict of interest between us and our clients. Soft dollars may be used to acquire products and services that are not exclusively for the benefit of clients which paid the commissions and that may primarily or exclusively benefit us. If we are able to acquire these products and services without expending our own resources (including management fees paid by clients), our use of soft dollars would tend to increase our profitability. Furthermore, we may have an incentive to select or recommend brokers based on our interest in receiving research or other products or services, rather than on our clients’ interest in receiving most favorable execution. We may cause clients to pay commissions (or markups or markdowns) higher than those charged by other brokers in return for soft dollar benefits. Soft dollar benefits generally are used to service all of our clients. We seek to allocate soft dollar benefits among client accounts in a fair and equitable manner under the circumstances, but there can be no assurance that we will be successful in this regard. At this time, we have no existing formal soft dollar arrangements in place and have no present intention to enter into soft dollar arrangements in the future, other than with respect to research and other similar items provided by brokers. During the last fiscal year, we did not acquire any soft dollar items. Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides a safe harbor to advisers who use soft dollars generated by client accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to us in the performance of investment decision-making responsibilities. We intend that any soft dollars that we receive in connection with client-related matters would be within the limitations set forth in Section 28(e) of the Exchange Act. BROKERAGE FOR CLIENT REFERRALS In selecting or recommending brokers, we generally do not consider whether we or our related persons receive

client or investor referrals from such brokers. DIRECTED BROKERAGE We do not recommend, request or require clients to direct us to execute transactions through a specified brokerdealer. We also do not permit a client to direct brokerage for order execution purposes.

In addition, we may provide additional information to certain clients and/or investors that is not distributed to other clients and/or investors.

We attempt to provide such statements to investors within 120 days after the end of each fiscal year, but there can be no assurance that we will be successful in this regard. Qualified custodians do not provide statements directly to investors in the Funds.