Khrom Capital Management: investment adviser

In a mini-mater structure, a Cayman Islands based fund contributes its investible assets into Khrom Investments Fund, LP and participates on a pro rata basis in the profits and losses of Khrom Investments Fund, LP and bears a pro rata portion of the expenses of Khrom Investments Fund, LP, based on the respective capital account balances of all parties investing in Khrom Investments Fund, LP.

An affiliate of Khrom Capital serves as the general partner to Khrom Investments Fund, LP and affiliates of Khrom Capital serve as directors of the offshore feeder fund. The private fund is managed only in accordance with its own investment objectives and is not tailored to any particular private fund investor (each an “investor”). Khrom Capital currently manages one private fund. The Fund employs a fundamental value strategy, in which Khrom Capital seeks to invest as much as possible in stocks (or other instruments) of companies that Khrom Capital knows well and whose shares it believes offer above average rates of return for investors. To a lesser extent and primarily during periods in which the research does not turn up favorable investment candidates, Khrom Capital may invest in investment grade bonds, U.S. government securities, or money market instruments. Khrom Capital will not invest in securities under its fundamental value strategy merely for the sake of investing. If the Khrom Capital feels that the market does not offer significant attractive opportunities, then a large portion of the Partnership's funds may be invested in the aforementioned low‐risk or risk‐free assets until Khrom Capital sees an opportunity to invest in securities with higher potential returns. Since Khrom Capital does not provide individualized advice to the investors in the private fund, investors must consider whether a particular private fund meets their investment objectives and risk tolerance prior to investing. Information about the private fund can be found in its offering documents, including its Private Placement Memorandum (“PPM”). However, the private fund relies on certain registration exclusions available under the Investment Company Act of 1940, as amended (“IC Act”) and exemptions available under the Securities Act of 1933, as amended (“Securities Act”). Therefore, this brochure is designed solely to provide information about Khrom Capital and should not be considered an offer of interest in any Khrom Capital private fund. Any such offer may only be made by delivery to the prospective investor of the PPM for the private fund under consideration. Khrom Capital currently provides advice to a private fund but reserves the right to provide advice to other types of clients.

Finally, Khrom Capital charges reduced or no management and/or performance-based fees to Khrom Capital, its affiliates, current and former employees and their family members, and current and former consultants. Khrom Capital has no obligation to disclose the specific details of such

arrangements or to offer such additional rights, terms, or conditions to all investors. Performance-Based Fees Please see the “Performance-Based Fees and Side-by-Side Management” section. Expenses Khrom Capital and/or the applicable general partner of the clients are authorized to incur expenses on behalf of the clients; when this occurs, the appropriate client reimburses Khrom Capital and/or the applicable general partner in the amount of such expenses. The applicable general partner or Khrom Capital will be responsible for certain ordinarily recurring and other reasonable expenses of the clients such as rent, travel (except for travel related to the Private Fund Investments 1), supplies, secretarial expenses, charges for furniture and fixtures, telephone, stationery, employee insurance, payroll taxes, compensation of the general partner’s professional and administrative personnel. The clients shall be responsible for all their expenses, other than Overhead Expenses, including expenses for investments specific to the relevant client. The Company shall be authorized to incur and pay all expenses on behalf of the clients in connection with the client’s business which it deems necessary or desirable, and to charge or to be reimbursed by the clients for those expenses. The clients may share certain expenses. The Fund and the Offshore Fund bear their own expenses including, but not limited to, transaction and trading-related expenses (e.g., commissions and brokerage charges, other prime brokerage fees, clearing and settlement charges, interest expenses, expenses relating to short sales, stock borrow fees, financing expenses, data services, investment bankers, appraisers, bank service fees and related transactional expenses) 2; order management systems, as well as other analytical systems; compensation payable to research consultants engaged to evaluate or appraise particular investments; all research-related expenses with respect to potential and actual investments; all travel-related expenses (including first-class or business-class travel) incurred in connection with Private Portfolio Investments only; appraisals for Private Portfolio Investments and any other difficult to value investments; news and quotation equipment and services (including Bloomberg and similar subscriptions); systems and software used in connection with the operation of the private fund and investment related activities; costs associated with shareholder engagement of portfolio companies, such as expenses related to event hosting and production, public presentations, websites, public relations and public affairs, government relations, consultants, forensic and other analyses, investigations, litigation, proxy contests, solicitations, tender offers, and any expenses of director or executive nominees proposed by the Company; defending the private fund (or the Company, the applicable general partner or any other indemnified party) against any threatened or actual litigation associated with any potential or actual investments; any other legal fees related to the investment activities of the private fund, including potential or actual investments of the private fund; legal expenses related to potential or actual government or regulatory actions with respect to A private fund investment is an entity created to pool money from multiple investors—often referred to as limited partners. Each investor makes an investment in the fund by purchasing an interest in the fund entity, and the adviser uses that money to make investments on behalf of the fund. Please see the “Brokerage Practices” section below for further information about Khrom Capital’s brokerage practices and other trading-related matters.

the private fund (including but not limited to expenses relating to regulatory or similar investigations, inquiries, “sweeps,” and any resulting fines and any litigation or threatened litigation); expenses related to the Fund and Khrom Capital’s regulatory filings (e.g., expenses related to the Company’s or any of its affiliates’ registration with the Securities and Exchange Commission or any international regulatory body or regime, such as expenses incurred in connection with preparing and updating Form ADV, Form PF, blue sky, Hart-Scott-Rodino, Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, the Financial Instruments and Exchange Act , the Foreign Exchange and Foreign Trade Act, as amended, and other applicable law, non-U.S. and other corporate filing fees and expenses) made in connection with the private fund’s business and other regulatory expenses; taxes (including but not limited to partnership taxes); organizational expenses and initial and ongoing offering expenses (including legal fees); governmentally imposed expenses; administrative expenses; custodians, and any other applicable regulations and any ongoing costs associated with such filings, expenses of and relating to any Alternative Investment Fund Managers; any expenses incurred through investments in partnerships or other entities (including registered investment companies) engaged in investment activities; directors expenses and other similar expenses; accounting expenses (including third party accounting services, if any), audit (including custody audit, if any) and tax preparation expenses (including preparation costs of financial statements, tax returns and reports to private fund investors); any and all fees and expenses relating to representation by the tax matters partner or the partnership representative, as applicable, of the relevant private fund and the private fund investors; expenses to which the indemnification provisions of the relevant governing document apply; the general partner’s Directors & Officers and Errors & Omissions insurance and Cyber Security Insurance policies; the costs of such insurance as may be obtained to provide for the protection of the clients and indemnified parties against claims covered by the indemnification provisions of the relevant governing document (except as otherwise provided in such agreement); the cost of the Investment Managers’ compliance program management fee; other ordinary and extraordinary expenses associated with the operation of the private fund; and any other similar expenses to those described above. For the avoidance of doubt, “similar expenses” refers to any expenses that are similar in type and nature to the expenses described above. Further information with respect to the fees and other expenses incurred by the client, and ultimately the underlying investors, can be found in each client’s governing document. Private Fund Withdrawal Rights and Associated Fees Khrom Capital and/or the applicable general partner of the private fund have the authority to allow withdrawals other than at the time periods specified in each private fund’s PPM. If Khrom Capital and/or the applicable general partner of the private fund allow an investor in a private fund to withdraw capital from the private fund prior to the end of a quarter, the investor, in the case of any private fund subject to a management fee, incurs a pro-rated management fee for the period in which the withdrawn assets remained invested in the Fund as applicable. The applicable private fund’s general partner reserves the right to waive the applicable notice period and/or allow other than annual withdrawals for certain current and former Khrom Capital employees and their family members. Additionally, the applicable general partner is not subject to lockup periods with respect to its interests in the private fund. Any investor that makes a withdrawal from a private fund will not be able to withdraw that portion of

its capital account that is in Private Portfolio Investments (please see definition below under “Types of Investments”) until such Private Portfolio Investments are liquidated, determined by the applicable general partner to no longer be Private Portfolio Investments, or otherwise allowed at the discretion of the applicable general partner. In addition, the applicable general partner may, in its sole discretion, reserve and withhold from distribution a reasonable estimate of expenses due with respect to such withdrawing investor’s capital account. Side Letters Khrom Capital has entered into side letter agreements with certain investors granting them, among other things, greater portfolio transparency, additional rights to reports, reductions in fees, and more favorable redemption rights in comparison to the standard investment terms applicable to other investors per the disclosures in each private fund’s PPM. Side letter agreements may also include key person provisions, restrictions with respect to permitted investment sectors and limit certain investment activities as well as the allocations of Private Portfolio Investments. In addition to the foregoing, the General Partner shall be authorized to enter into one or more side letter agreements with any Limited Partner (without notice to or consent of any other Limited Partner) in order to implement or document the exercise of the General Partner's discretionary authority under any provision of the Partnership Agreement, or to modify the terms of the Partnership Documents with respect to such affected Limited Partner. Such side letter agreements may result in certain Limited Partners receiving preferred terms regarding fees, liquidity, reporting or access to information, notices of certain events, or other investment terms in comparison to the terms governing the investment of other Limited Partners. Accordingly, Limited Partners who have side letter agreements may be deemed to hold a different class of Interests than other Limited Partners. In particular, the General Partner may, in its sole discretion, waive or reduce the Incentive Allocation charged to any Limited Partner, or otherwise agree with such Limited Partner to vary the terms of such fee or allocation. The General Partner has entered into side letter agreements with certain Limited Partners. Khrom Capital has no obligation to disclose the specific details of such arrangements or to offer such additional rights, terms, or conditions to all investors.

Performance-based fees may create an incentive for Khrom Capital to make riskier or more speculative investments on behalf of the private fund than would be the case in the absence of such fees. In addition, the performance-based fees received by the general partners of the Fund reflect both realized and unrealized gains and losses. Accordingly, members of the general partners of the Fund could earn performance-based fees on unrealized gains that the Fund might ultimately never

realize. Finally, Khrom Capital charges reduced or no management and performance-based fees to Khrom Capital, its affiliates, current and former employees and their family members, and current and former consultants. Khrom Capital has no obligation to disclose the specific details of such arrangements or to offer such additional rights, terms, or conditions to all investors.

Nonetheless, this brochure is designed solely to provide information about Khrom Capital and should not be considered as an offer of interest in any Khrom Capital private fund. Any such offer may be made only by delivery to the prospective investor of the PPM for the private fund under consideration. Client investors may include high net worth individuals and a variety of institutional investors (e.g., trusts, employee benefit plans, endowments, foundations, public pension plans, sovereign wealth funds, corporations, private fund of funds, and other types of entities). Certain clients or investors in the private fund may expose Khrom Capital to potential conflicts of interest. Investments by such parties may expose Khrom Capital to potential conflicts of interest with respect to proxy voting decisions and investment decisions and could expose Khrom Capital to risks relating to the receipt of material non-public information or other confidential information relating to the company in question. In addition, Khrom Capital employees have made, or may make, contributions to charitable organizations that have invested in the clients. Khrom Capital may have a conflict between acting in the best interest of the clients and making decisions that build goodwill with the aforementioned types of investors so they will maintain or increase their investments in the private fund. Please see the “Code of Ethics, Insider Trading Policies and Procedures and Personal Trading Policies and Procedures” sections for additional information about Khrom Capital’s insider trading policy and the “Proxy Voting” section for additional information about Khrom Capital’s proxy voting policies and procedures. When accepting new investors, the clients generally require a minimum investment of $1 million but may accept lesser amounts at the discretion of Khrom Capital and/or the general partner of the relevant clients.

The primary strategy of the Partnership consists of its fundamental value strategy, in which the Partnership seeks to invest as much as possible in stocks (or other instruments) of companies that Khrom Capital knows well and whose shares it believes offer above average rates of return for investors. To a lesser extent and primarily during periods in which Khrom Capital's research does not turn up favorable investment candidates, Khrom Capital may invest in investment grade bonds, U.S. government securities, or money market instruments. Khrom Capital will not invest in securities under its fundamental value strategy merely for the sake of investing. If Khrom Capital feels that the market does not offer significant attractive opportunities, then a large portion of the Partnership's funds will be invested in the aforementioned low‐risk or risk‐free assets until Khrom Capital sees an opportunity to invest in securities with higher potential returns. In selecting equity securities for this strategy, Khrom Capital seeks to identify companies that it understands well and that possess certain characteristics. Essentially, Khrom Capital attempts to identify companies whose stocks, in its analysis, are trading at a substantial discount to the company's intrinsic value. Khrom Capital determines a company's intrinsic value by examining various characteristics including durable and sustainable competitive advantages of the business, its cash flow generation potential, the growth of those cash flows, the potential return on capital the company can achieve when it reinvests earnings, and executive management's track record and incentive structure, amongst other variables. Khrom Capital assesses these and other important metrics by analyzing companies from the "bottom‐up" – scouring available regulatory filings, financial statements, and industry journals. In implementing this strategy, the Partnership usually invests in stocks or bonds, but will also invest in derivative securities, such as options and convertible debt, if those investments are trading at substantial discounts to Khrom Capital's opinion of intrinsic value and/or are a better way, in Khrom Capital's opinion, to take advantage of underpriced underlying securities. In this strategy, the Partnership has no particular market capitalization requirements and purchases securities with a long‐term investment horizon (typically 1–5 years), seeking to achieve long term capital appreciation as the markets realize the value of the investments over time. Securities acquired in the context of this strategy are typically sold when Khrom Capital believes they are no longer undervalued; there has been a fundamental change in the company or industry affecting Khrom Capital's estimate of intrinsic value; or Khrom Capital believes that there exist more undervalued securities with higher return potential in which to invest. Short sales by the Partnership will take place within the context of this strategy. Khrom Capital will utilize short sales (including the use of options) to hedge against risk.

Khrom Capital’s investment strategy is described in greater detail in each client’s PPM (or governing document, as applicable). Types of Investments Short Selling. From time to time, Khrom Capital will sell short individual stocks and/or stock indices as a means of attempting to reduce risk and increase performance. Stocks are shorted by investors for a variety of reasons including: (i) high multiples of market to book value; (ii) temporary overvaluation due to short‐term market euphoria for a sector; (iii) faulty business model; (iv) poor earnings; (v) questionable accounting practices; (vi) deteriorating fundamentals; and (vii) weak management unable to adapt to changes in technology, regulation or the competitive environment. The shorting of stocks or indices is not expected to be a significant component of the Partnership's investment program. Options. Khrom Capital believes in the use of derivative securities, including options. Khrom Capital will purchase and write put and call options that are traded on national securities exchanges or over‐the‐counter markets, as well as on electronic communications networks. Khrom Capital believes that the possible use of options and other derivatives should help reduce risk and enhance investment performance. Fixed Income Securities. Khrom Capital will invest in corporate, and government issued fixed income securities as part of the strategic operations of the Partnership. Khrom Capital will take advantage of special investment opportunities in the high yield and convertible segments of the fixed income market. Khrom Capital considers these investments to be equity substitutes, with the expectation of providing both current income and capital appreciation. Khrom Capital will also seek opportunities in government issued fixed‐income securities as deemed appropriate. Futures Contracts. Khrom Capital does not intend at this time to invest in commodity futures contracts. If the Partnership determines to trade commodity interests or futures contracts, Khrom Capital will first register with the CFTC as a commodity pool operator under the CEA or seek an exemption from such registration in accordance with applicable CFTC rules and regulations. Event‐Driven Investments. When the opportunity arises, the Partnership will invest in companies based upon certain situations or events, a corporate restructuring, a merger or an acquisition. Leverage. The Partnership may increase the number and extent of its "long" positions by borrowing (e.g., by purchasing securities on margin). Entering into short sales also increases the Partnership's use of leverage. The amount of any borrowing by the Partnership will be limited by regulations imposed by the Federal Reserve Board and by the availability and cost of credit. Khrom Capital intends to employ leverage sparingly, and only to the limited extent necessary to achieve the Partnership's investment objectives. Private Placements. In addition to investing in publicly traded equity securities, the Partnership will in certain cases invest in privately placed unregistered securities that do not have a readily ascertainable market value, or in other types of illiquid assets. Investments in Illiquid Assets may be held in a separate Side Pocket Account, at the discretion of the General Partner, and only those

Limited Partners who are Limited Partners at the time the investment is made may participate in the investment. Other Investments. Khrom Capital will from time to time invest some of the Partnership's assets in short‐term obligations of the United States Government or other governments, certificates of deposit, commercial paper and other money market instruments, including repurchase agreements with respect to such obligations, to enable the Partnership to make investments quickly and to serve as collateral with respect to certain of its investments. If Khrom Capital believes that a defensive position is appropriate because of expected economic or business conditions or the outlook for security prices, or where Khrom Capital determines that opportunities for investing are unattractive, a greater percentage of Partnership assets will be invested in such obligations. The Partnership will also engage in securities lending activities. From time to time, at the sole discretion of Khrom Capital, cash balances in the Partnership's brokerage account may be retained in cash or placed in a money market fund. Sources of Information Khrom Capital's investment ideas may be generated from a wide variety of sources including industry contacts, trade and financial publications, trade shows, investment conferences and stock screens. Company analyses will begin with review of public filings (10‐Ks, 10‐Qs, 8‐Ks, DEF‐ 14As, etc.) and other available information. Particular attention will be paid to a company's balance sheet, including such ratios as cash per share, gross and net working capital per share, and tangible book value per share. Stock price valuation will be assessed from a variety of standpoints in addition to the criteria noted above, including sales and earnings history and outlook, historical and expected cash flows, and comparison with competing and related companies. Material Risks All investment involves a risk of loss and the clients, and their underlying investors could lose money over short or long periods. An investment in the clients may be deemed a speculative investment and is not intended as a complete investment program. It is designed for sophisticated investors who fully understand and can bear the risk of an investment in the clients. No guarantee or representation is made that the clients will achieve their investment objective or that investors will receive a return of their capital. The descriptions contained below are an overview of different risks related to the clients but are not intended to serve as an exhaustive list or comprehensive description of all risks and conflicts that may arise regarding the management and operations of the clients. Investors should review the risks listed in the clients’ PPMs (or governing document, as applicable) prior to investing. Prospective investors should consult their own legal, tax, and financial advisors as to all these risks, and as to an investment in a client generally. Past Performance – There can be no assurance that the clients will achieve their investment objectives. The past investment performance of the clients cannot be construed as an indication of the future results of an investment in the clients. Even though the clients have commenced operations, past performance of the clients should not be construed as an indication of the future results of an investment in the clients. Furthermore, the past performance of the clients does not necessarily indicate that the client will be successful in the future. The client’s results of operations will depend on the availability of suitable investment opportunities for the client and the

performance of its investments. Reliance on the Company – All of the client’s investment opportunities will be selected by the Company, and the quality of its decisions will determine each client’s success or failure. Investors in the private fund will not have an opportunity to select or evaluate any investments, or to review the related securities positions at any time. Past performance is not indicative of future returns for any particular client. Dependence on Key Individuals – The success of the clients depends upon the ability of Khrom Capital’s investment team to continue to develop and implement investment strategies that achieve the clients’ investment objectives. If Khrom Capital were to lose the services of Mr. Khrom or were to lose a significant number of other key investment team members, the consequence to the clients could be material and adverse and could lead to the premature termination of the clients. Further information with respect to dependence on key individuals can be found in each client’s governing document. Other Clients Managed by the Company and General Partners – In the instance of additional investment vehicles, neither the Company nor the general partners will devote their resources and time exclusively to the current clients’ business. The general partners, the Company and their respective affiliates will devote so much of their time to the affairs of the current clients as they deem necessary and appropriate to manage the business and activities of the current clients. Expedited Transactions – Investment analyses and decisions by Khrom Capital will often be undertaken on an expedited basis in order for the clients to take advantage of investment opportunities. In such cases, the information available to Khrom Capital at the time of an investment decision will be limited, and Khrom Capital may not have access to the detailed information necessary for a full evaluation of the investment opportunity. In addition, Khrom Capital from time to time relies upon expert consultants in connection with its evaluation of proposed investments. There can be no assurance that the advice provided by these consultants will accurately evaluate such investments. Inside Information – Khrom Capital from time to time will decline to pursue certain investment opportunities or exit strategies on behalf of its clients in order to avoid being in possession of material non-public information in respect of an issuer where such possession would limit Khrom Capital’s ability to trade in the securities of such borrower or issuer. Alternatively, Khrom Capital may decline to receive material non-public information in order to avoid trading restrictions, even though access to such information might have been advantageous and other market participants are in possession of such information. Khrom Capital has implemented procedures that are designed to control the flow of, and prohibit the misuse of, material non-public information by Khrom Capital and its employees. In addition, in circumstances when an investor receives, in connection with its investment in the clients, material non-public information concerning specific issuers, such investor’s flexibility to buy or sell securities issued by such borrowers or issuers or otherwise use such information will similarly be limited or restricted under applicable securities laws. Khrom Capital receives and generates various kinds of investment-related data and other information, including related to trends and budgets and financial, industry, market, business operations, customers, suppliers, competitors, and other metrics. This information may, in certain instances,

include material non-public information received or generated in connection with actual or prospective investments of Khrom Capital’s clients. Khrom Capital expects to use this information in a manner that may provide a material benefit to Khrom Capital, its affiliates, or to certain clients without compensating or otherwise benefiting the client from which such information was obtained. Portfolio Concentration – Khrom Capital from time to time expects to concentrate each client’s portfolio of investments on a few select borrowers or issuers. Concentration in a particular borrower or issuers means that the relevant client’s performance may be materially impacted by the performance of that particular borrower or issuer and may present more risks than if the relevant clients were more broadly diversified. Additionally holding a large position in a single borrower or issuer reduces liquidity. Sector Concentration – Khrom Capital from time to time expects to concentrate each client’s portfolio of investments in a particular commercial sector. Concentration in a particular commercial sector means that the relevant client’s performance may be materially impacted by the performance of that particular sector and may present more risks than if the relevant clients were more broadly diversified across industries and sectors. Active Investing Strategies – “Active investing” strategies may prove ineffective for a variety of reasons, including, among other things: (i) opposition of the management or shareholders of the subject company, which may result in litigation; (ii) intervention of a governmental agency; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) market conditions resulting in material changes in securities prices; (v) corporate governance mechanisms such as composition of the board appointed by the management; and (vi) inability of the clients to acquire sufficient securities of such portfolio companies at a sufficiently attractive price. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or the clients and such regulatory agencies may independently investigate the participants in a transaction as to compliance with securities or other law. Further, successful execution of active investing strategies may depend on the active cooperation of shareholders and others with an interest in the subject company. Some of such actors may have interests which diverge significantly from those of the clients and some of those actors may be indifferent to the actions proposed by Khrom Capital. Moreover, securities which Khrom Capital believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at the price and/or within the time frame Khrom Capital anticipates even if an active investing strategy is successfully implemented. General Economic and Market Risk – The value of a client’s investments could be affected by factors affecting the economy and securities markets generally, such as real or perceived adverse economic conditions, supply and demand for particular instruments, changes in the general outlook for certain markets or corporate earnings, interest rates, announcements of political information, natural disasters, outbreaks of disease or adverse investor sentiment generally. The market value of the client’s investments may decline for a number of reasons, including increases in defaults resulting from changes in overall economic conditions and widening of credit spreads. Unfavorable market conditions may also increase funding costs, limit access to the capital markets or result in credit terms changing or credit becoming unavailable. These events could have an adverse effect

on the client’s investments and the client’s overall performance. The clients are subject to the risk that natural disasters and geopolitical and other events (e.g., wars, terrorism and outbreaks of disease) will disrupt securities markets and adversely affect global economies and markets, thereby decreasing the value of a client’s investments. Events such as war, terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Those events could also have an acute effect on individual issuers or related groups of issuers. These risks could also adversely affect individual issuers or related group of issuers, securities markets, interest rates, auctions, secondary trading, ratings, credit risk, inflation, deflation and other factors relating to the client’s investments. At such times, the clients’ exposure to the risks described elsewhere in this section will likely increase. Market disruptions can prevent clients from implementing its investment program for a period of time and achieving its investment objective. For example, a disruption may cause client’s derivatives counterparties to discontinue offering derivatives on some underlying commodities, securities, reference rates, or indices or to offer such products on a more limited basis, or the current economic crisis may strain the U.S. Treasury’s ability to satisfy its obligations. Market uncertainty may have a significant impact on the business of the clients. Among other things, the level of investment opportunities may decline from Khrom Capital’s current expectations. One possible consequence is that the clients may take a longer than anticipated period to invest capital and/or the clients may be relatively concentrated in a limited number of investments. Consequently, during this period, the returns (if any) realized by investors may be substantially adversely affected by the unfavorable performance of a small number of these investments. Although Khrom Capital may believe that certain market dislocations may result in attractive investment opportunities, the client may not be able to time the acquisition or disposition of its investments correctly, which could result in further depreciation in values. Changes in U.S. social, political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the jurisdictions in which a client may invest, and any negative sentiments towards the U.S. as a result of such changes, could adversely affect the performance of a client’s investments. In particular, the outcome of U.S. presidential and other elections creates uncertainty with respect to the legal and regulatory regimes in which the clients and their investments operate, which could have a material adverse impact on the clients and their investments. In addition, negative sentiments towards the U.S. among non-U.S. customers and among non-U.S. employees or prospective employees could adversely affect sales or hiring and retention, respectively, in investments. Investment and Trading Risks – The clients will invest substantially all available capital in securities, especially in equity securities. Equity markets in general are subject to fluctuations, and fluctuations are often greater within certain sectors (oil and gas, healthcare, and technology, for example). Furthermore, fluctuations tend to be greater for securities that have limited liquidity, and a relatively low per-share price. No assurance can be given that the investment portfolio will generate any income or appreciate in value or avoid substantial losses. To a limited extent, the clients’ investment programs utilize such investment techniques as margin transactions, short sales, leverage, and options on securities, which practices can, in certain circumstances, significantly increase the risks to which the clients may be subject. The clients are also subject to the risk of the

failure of any exchanges on which its positions trade and of their clearinghouses. Leveraged Investments – From time to time, the clients invest in companies that have a significant amount of indebtedness. In addition, certain investments incur significant indebtedness in connection with various corporate transactions, such as acquisitions, self-tender offers, recapitalizations, and others. A highly leveraged company is generally more sensitive to downturns in its business and to changes in prevailing economic conditions than is a company with a lower level of debt. In addition, companies with a significant level of debt may be limited in their ability to fund expenditures and to react to changes in their businesses and industries and may be restricted in their ability to borrow additional funds. Risks Related to Pandemics and Other Diseases – Events such as health pandemics or outbreaks of disease may lead to increased short-term market volatility and may have adverse long-term effects on the U.S. and world economies and markets generally. For example, in 2019, COVID- 19 spread to numerous countries, prompting precautionary government-imposed closures and restrictions of certain travel and businesses in many countries. Health pandemics or outbreaks could result in a general economic decline in a given region, or globally, particularly if the outbreak persists for an extended period of time or spreads globally. This could have an adverse impact on the clients, or the client’s ability to source new investments or to realize its investments. Pandemics and similar events could also have an acute effect on individual issuers or related groups of issuers and could adversely affect securities markets, interest rates, auctions, secondary trading, ratings, credit risk, inflation, deflation, and other factors relating to the client’s or Khrom Capital’s operations. Additionally, the risks related to health pandemics or outbreaks of disease are heightened due to uncertainty as to whether such an event would qualify as a force majeure event. If a force majeure event is determined to have occurred, a counterparty to a client may be relieved of its obligations under certain contracts to which it is a party, or, if it has not, the client may be required to meet their contractual obligations, despite potential constraints on their operations and/or financial stability. Either outcome could adversely impact the client’s performance. Foreign Securities – The clients trade foreign securities. Investments in securities of non-U.S. issuers (including foreign governments) and securities denominated or whose prices are quoted in non-U.S. currencies pose currency exchange risks (including blockage, devaluation, and nonexchangeability) as well as a range of other potential risks which could include, depending on the country involved, expropriation, confiscatory taxation, political or social instability, government protectionism, illiquidity, price volatility, and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and there may be less government regulation and supervision of non-U.S. companies and investments. Non-U.S. companies may not be subject to accounting, auditing, and financial reporting standards and requirements comparable to or as uniform as those of U.S. companies. There may also be difficulty in enforcing legal rights outside of the United States. Transaction costs of investing in non-U.S. securities markets are generally higher than in the U.S. Investments in securities denominated or whose prices are quoted in non-U.S. currencies also pose particular risks. Such risks include blockage, devaluation, non-exchangeability, and fluctuations in the rate of exchange, and costs associated with currency conversion. Currency exchange rates may fluctuate significantly over short periods of time. Currency exchange rates generally are determined by the forces of supply and demand in the foreign exchange markets and the relative

merits of investments in different countries, actual or perceived changes in interest rates, and other complex factors. Currency exchange rates also can be affected unpredictably by intervention by the U.S. or non-U.S. governments or central banks, by the failure to so intervene, or by currency controls or political developments in the U.S. or elsewhere. Additional risks include: (i) the imposition or modification of foreign exchange controls; (ii) the unpredictability of international trade patterns; (iii) the possible imposition of non-U.S. taxes on income and gains recognized with respect to such non-U.S. investments; (iv) differences between U.S. and non-U.S. markets, including, without limitation, potential price volatility in, and relative illiquidity of, some non-U.S. markets; (v) different bankruptcy laws and customs; (vi) less developed corporate laws regarding, among other things, fiduciary duties and the protection of investors; (vii) price volatility; and (viii) economic, social and political risks, including, without limitation, government protectionism, restrictions on non-U.S. investment and repatriation of income and capital and the risks of economic, social, and political instability (including, without limitation, the risk of war, terrorism, social unrest, or conflicts). While Khrom Capital will take these factors into consideration in making investment decisions for a client, no assurance can be given that Khrom Capital will be able to successfully evaluate and minimize these risks. Potential Exposure of Assets – From time to time, the clients leverage their investment positions by borrowing funds from securities broker-dealers, banks, or others. Whenever a client uses financing extended by broker-dealers to leverage its portfolio, it may be subject to changes in the value that broker-dealers ascribe to a given security or position, the amount of margin required to support such security or position, the borrowing rate to finance such security or position, and/or such broker-dealers’ willingness to continue to provide any such credit to the client. Assets of a client are, from time to time, be deposited as margin with brokers. Such assets need not be segregated and may become available to the creditors of such brokers in the event of the insolvency of such brokers. Securities pledged by a client as collateral with a prime broker may be available to the creditors of such prime broker in the event of such prime broker’s insolvency. In certain circumstances, a prime broker also may have the discretion to liquidate a client’s assets held by such prime broker on short notice, so that the client can meet its financing obligations. The forced liquidation of all or a portion of a client’s portfolio at distressed prices could result in significant losses to the client. In particular, it could be subject to a “margin call,” pursuant to which it would either be required to deposit additional funds or securities with the broker-dealer or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the client’s assets, the client might not be able to liquidate assets quickly enough to satisfy its margin requirements. Additionally, securities held in a margin account could be rehypothecated, resulting in those shares becoming unavailable for voting. Derivatives – The clients, directly or indirectly, use various derivative instruments including, but not limited to, options contracts, futures contracts, forward contracts, options on futures contracts, indexed securities and swap agreements for hedging and risk management purposes. The clients also use derivative instruments to approximate or achieve the economic equivalent of an otherwise permitted investment (as if a client directly invested in the loans, claims or securities of the subject issuer) or if such instruments are related to an otherwise permitted investment. The clients’ use of derivative instruments involves investment risks and transaction costs to which the appropriate client would not be subject absent the use of these instruments and, accordingly, may result in losses greater than if they had not been used. The use of derivative instruments may have risks

including, among others, leverage risk, volatility risk, duration mismatch risk, correlation risk and counterparty risk. In addition, depending on the type of derivative transaction, the clients’ selection of brokers may be limited due to counterparty limitations, conflicts of interest, and other similar factors. Derivative instruments, especially when traded in large amounts, may not be liquid in all circumstances, so that in volatile markets the clients may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the clients may conduct its transactions in derivative instruments may prevent prompt liquidation of positions, subjecting the clients to the potential of greater losses. Derivative instruments that may be purchased or sold by the clients may include instruments not traded on an exchange and/or cleared at a clearing house. Derivative instruments not traded on exchanges and/or cleared at a clearing house are also not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions. In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on an exchange. Additionally, when a company defaults or files for protection from creditors (e.g., U.S. chapter 11 proceedings), the use of derivative instruments presents special risks associated with the potential imbalance between the derivatives market and the underlying securities market. In such a situation, physical certificates representing such securities may be required to be delivered to settle trades and the potential shortage of such actual certificates relative to the number of derivative instruments may cause the price of the actual certificated debt securities to rise, which may adversely affect the holder of such derivative instruments. The risk of nonperformance by the counterparty on such an instrument may be greater and the ease with which the clients can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange traded or cleared instrument. The stability and liquidity of derivative investments depend in large part on the creditworthiness of the parties to the transactions. If there is a default by the counterparty to such a transaction, the clients will under most normal circumstances have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in a loss to the clients. Furthermore, there is a risk that any of such counterparties could become insolvent. In the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that the clients’ ability to exercise remedies, such as the termination of transactions, netting of obligations or realization on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States and various other jurisdictions. Such regimes provide governmental authorities with broad authority to intervene when a financial institution is experiencing financial difficulty. It should be noted that in purchasing derivative instruments, the clients typically will not have the right to vote on matters requiring a vote of holders of the underlying investment. Moreover, derivative instruments, and the terms relating to the purchase, sale or financing thereof, are also typically governed by complex legal agreements. As a result, there is a higher risk of dispute over interpretation or enforceability of the agreements. It should also be noted that the regulation of derivatives is evolving in the United States and in other jurisdictions and is expected to increase,

which could impact the clients’ ability to transact in such instruments and the liquidity of such instruments. Hedging Transactions – Although Khrom Capital is not obligated to, and often will not, hedge its exposure, the clients utilize financial instruments from time to time both for investment purposes and to seek to hedge against fluctuations in the value of the clients’ portfolios as a result of changes in currency exchange rates, market interest rates, and equity prices. Such instruments may include forward contracts, stock index futures, options, swaps, caps, and floors. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of portfolio positions or prevent losses if the values of such positions decline, but establishes other positions designed to gain from those same developments, thus moderating the decline in the portfolio positions’ value. Such hedging transactions also limit the opportunity for gain if the value of the portfolio position should increase. Moreover, it may not be possible for the clients to hedge against an exchange rate, interest rate or equity price fluctuation that is so generally anticipated that the clients are not able to enter into a hedging transaction at a price sufficient to protect the clients from the decline in value of the portfolio position anticipated as a result of such a fluctuation. Although Khrom Capital will attempt to limit the clients’ derivative transactions to those with wellknown and well-capitalized firms where it is permitted to trade over-the-counter, Khrom Capital is not restricted from dealing with any particular counterparty or from concentrating any or all of its derivative transactions with one counterparty. Moreover, Khrom Capital’s internal credit function which evaluates the creditworthiness of the Company’s counterparties could prove insufficient. The success of the clients’ hedging transactions will be subject to Khrom Capital’s ability to correctly predict movements in the direction of interest rates and equity prices. Therefore, while the clients may enter into such transactions to seek to reduce interest rate or equity value risks, unanticipated changes in interest rates could result in a poorer overall performance for the clients than if they had not engaged in any such hedging transaction. In addition, the degree of correlation between price movements of the instruments used in a hedging strategy and price movements in the portfolio position being hedged may vary. Moreover, for a variety of reasons, Khrom Capital might not seek to establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent Khrom Capital from achieving the intended hedge or expose Khrom Capital to a risk of loss. The successful use of hedging and risk management transactions requires skills complementary to those needed in the selection of the clients’ portfolio holdings. Limited Operating History – There can be no assurance that the Fund will achieve its investment objective. The past investment performance of Khrom Capital cannot be construed as an indication of the future results of an investment in the Fund. Even though the Fund has commenced operations, past performance of the Fund should not be construed as an indication of the future results of an investment in the Fund. Cybersecurity Risk – Cybersecurity attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information (including confidential information of investors) and corruption of data. Khrom Capital, its clients (as well as third-party service providers) may face cybersecurity threats to gain unauthorized access to sensitive information, including, without limitation,

information regarding the investors and clients’ investment activities, or to render data or systems unusable, which could result in significant losses. If such events were to occur, they could lead to losses of sensitive information or capabilities essential to Khrom Capital and its clients could have a material adverse effect on their reputations, financial positions, results of operations, or cash flows, could lead to financial losses from remedial actions, loss of business, or potential liability, or could lead to the disclosure of investors’ personal information. Litigation – Some of the tactics that Khrom Capital may use involve litigation. The Partnership could be a party to lawsuits either initiated by it, or by a company in which the Partnership invests, other shareholders of such company, or U.S. federal, state and non‐U.S. governmental bodies. There can be no assurance that any litigation or regulatory investigation, once begun, will be resolved in favor of the clients. As a result, the clients may be exposed to the risk of monetary damages and other sanctions or remedies. Litigation and regulatory investigations may require significant amounts of the Company’s time, and the expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments, and related indemnification expenses, would generally be borne by the clients. Such expenses may be significant and will reduce returns and/or may result in losses, or could, under some circumstances, require investors to return to the clients distributed capital and earnings. Cash Management – The Company may, in its discretion, at any time elect to hold a significant or insignificant percentage of the capital of the clients in cash or cash equivalents for a variety of reasons. The percentage of capital held in cash or cash equivalents, including considering leverage, could have a material adverse impact on the performance of the clients, depending on a variety of factors including fund performance. Terms – The percentage of profits Khrom Capital is entitled to receive and the terms applicable to such performance allocations varies among investors of the clients of Khrom Capital. Expense Allocation – Khrom Capital seeks to allocate expenses fairly, equitably, and consistently with the documents governing the Company’s relationship with each client. When allocating expenses, Khrom Capital must interpret each client’s governing documentation and make determinations whether expenses are allocated and paid, in full or in part, by a client, clients, and/or the Company, which creates a conflict of interest. Such determinations are inherently subjective and there can be no assurance that a different manner of calculation would not result in a particular client bearing less (or more) expenses.

Under the Code, in general, all personnel of Khrom Capital, including directors, officers, and employees, must put the interests of the Khrom Capital’s Clients first and must act honestly and fairly in all respects in dealings with Clients. For a more detailed discussion of the Code and conflicts of interest policies, please see Item 11.

The Chief Compliance Officer (“CCO”) or their designee, among other things, monitors employee brokerage accounts in an attempt to prevent employees and the clients from engaging in improper personal securities transactions and to otherwise detect and prevent potential conflicts of interest. Khrom Capital has adopted the Code of Ethics (“the Code”). The Code has several goals. First, the Code is designed to assist Khrom Capital in complying with applicable laws and regulations governing its investment advisory business. Under the Advisers Act, Khrom Capital owes fiduciary duties to its Client. Pursuant to these fiduciary duties, the Code requires Khrom Capital associated persons to act with honesty, good faith, and fair dealing in working with Client. In addition, the Code prohibits associated persons from trading or otherwise acting on insider information. Next, the Code sets forth guidelines for professional standards for Khrom Capital’s associated persons (managers, officers, and employees). Under the Code’s Professional Standards, Khrom Capital expects its associated persons to put the interests of its Clients first, ahead of personal interests. In this regard, Khrom Capital’s associated persons are not to take inappropriate advantage of their positions in relation to Khrom Capital’s Clients. Third, the Code sets forth policies and procedures to monitor and review the personal trading activities of associated persons. Khrom Capital’s associated persons may not invest in the same securities recommended to Clients, except as provided below. The Code’s personal trading policies include procedures for limitations on personal securities transactions of associated persons, including generally disallowing trading by an associated person in any security any Client account trades or considers trading and the creation of a restricted securities list, reporting and review of personal trading activities and pre-clearance of certain types of personal trading activities. These policies are designed to discourage and prohibit personal trading that would disadvantage Clients. Statement on Insider Trading Khrom Capital and/or its employees may come into possession of material non-public or other

confidential information which, if disclosed, might affect an investor’s decision to buy, sell, or hold a security. Under applicable law, Khrom Capital and its employees are prohibited from improperly disclosing or using such information for their personal benefit or for the benefit of any other third party. Accordingly, should Khrom Capital and/or its employees come into possession of material non-public or other confidential information with respect to any company, they may be prohibited from communicating such information to, or using such information for the benefit of, Khrom Capital’s clients and their underlying investors. Khrom Capital has adopted a Statement on Insider Trading (“insider trading policy”) in accordance with Section 204A under the Advisers Act, which establishes procedures to prevent the misuse of material non-public information by Khrom Capital and its employees. Participation by Khrom Capital Personnel in Private Fund Profits Certain employees of Khrom Capital are permitted to invest directly in the private fund and will participate in the private fund’s investments, pro rata, in accordance with their capital account balances. In addition, certain of Khrom Capital’s employees hold interests indirectly in the general partners and/or management companies of the clients and in this manner, share in revenue generated by clients (e.g., performance allocation and/or management fee revenue). Finally, investments by Khrom Capital current and former employees and consultants, their family members are generally subject to no or reduced management fees and/or performance fees.

Accordingly, the Prime Broker will receive substantial brokerage commissions and/or margin interest related to the securities transactions of the Partnership. The Partnership's securities will be held at the Prime Broker. Khrom Capital is not committed to continue its prime brokerage and custodial relationships with the Prime Broker for any minimum period and will enter into prime broker or custodial relationships with one or more other brokers or financial institutions from time to time at its discretion. Khrom Capital is deemed to have custody of client funds and securities because it has the authority to obtain client funds or securities, for example, by deducting advisory fees from a client's account or otherwise withdrawing funds from a client's account. Khrom Capital will be subject to Rule 206(4)‐2 under the Advisers Act (the "Custody Rule").

However, it will not be required to comply (or will be deemed to have complied) with certain requirements of the Custody Rule with respect to the Partnership because it will comply with the provisions of the so‐called "Pooled Vehicle Annual Audit Exception," which, among other things, requires that the Partnership be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that the Partnership distribute its audited financial statements to all investors within 120 days of the end of its Fiscal Year. The Prime Broker is a "qualified custodian" as such term is defined in the Custody Rule. Khrom Capital will maintain client assets in compliance with the Custody Rule. General Khrom Capital will be responsible for the placement of the portfolio transactions of the Partnership and the negotiation of any commissions or spreads paid on such transactions. Portfolio investments normally will be purchased through brokers on securities exchanges or directly from the issuer or from an underwriter or market maker for the investments. Purchases of portfolio investments through brokers may involve a commission to the broker. Purchases of portfolio investments from dealers serving as market makers include the spread between the bid and the asked price. Execution of Transactions In placing portfolio transactions and negotiating commission rates, Khrom Capital will seek to obtain the best execution for the Partnership, taking into account the following factors: (i) the ability to effect prompt and reliable executions at favorable prices (including the applicable dealer spread or commission, if any); (ii) the operational efficiency with which transactions are effected, taking into account the size of order and difficulty of execution; (iii) the financial strength, integrity and stability of the broker; (iv) the reputation of the broker; (v) the firm's risk in positioning a block of securities; (vi) efficiency of execution and error resolution; (vii) the quality, comprehensiveness and frequency of available research services considered to be of value; and (viii) the competitiveness of commission rates in comparison with other brokers satisfying Khrom Capital's other selection criteria. Khrom Capital is authorized to pay higher prices for the purchase of securities from or accept lower prices for the sale of securities to brokerage firms that provide it with such investment and research information or to pay higher commissions to such firms if Khrom Capital determines such prices or commissions are reasonable in relation to the overall services provided. Research services furnished by brokers will include written information and analyses concerning specific securities, companies or sectors; market, financial and economic studies and forecasts; statistics and pricing or appraisal services; discussions with research personnel; and invitations to attend conferences or meetings with management or industry consultants. Khrom Capital is not required to weigh any of these factors equally. Information so received is in addition to and not in lieu of services required to be performed by Khrom Capital, and neither the Incentive Allocation nor the Management Fee are reduced as a consequence of the receipt of such supplemental research information. Research services provided by broker/dealers used by the Partnership will be utilized by Khrom Capital or its affiliates (including other investment funds managed by such persons) in connection with their other investment activities. Since commission rates in the United States are negotiable, Khrom Capital's selection of brokers on the basis of considerations which are not limited to applicable commission rates may at times result in the Partnership being charged higher transaction costs than

it could otherwise obtain. The Partnership is not required to allocate either a stated dollar or stated percentage of its brokerage business to any broker for any minimum time period and will review such relationships from time to time. Directed Brokerage Khrom Capital may also direct some Partnership brokerage business to brokers who refer prospective investors to the Partnership. Because such referrals, if any, are likely to benefit Khrom Capital but will provide an insignificant (if any) benefit to Limited Partners, Khrom Capital will have a conflict of interest with the Partnership when allocating Partnership brokerage business to a broker who has referred investors to the Partnership. To prevent Partnership brokerage commissions from being used to pay investor referral fees, Khrom Capital will not allocate Partnership brokerage business to a referring broker unless Khrom Capital determines in good faith that the commissions payable to such broker are not materially higher than those available from non‐referring brokers offering services of substantially equal value to the Partnership. Trade Aggregation and Allocation Khrom Capital does not aggregate trades because we manage only one pooled investment vehicle. “New Issues” Khrom Capital allocates new issues of equity securities registered under the Securities Act (“new issues”) in accordance with FINRA Rules 5130 and 5131. This may, in certain circumstances, limit or restrict certain clients or investors from participating in any profits and losses from new issues. Trade Error Policy As a general practice, Khrom Capital attempts to cause any broker or other service provider responsible for a trade error to reimburse affected clients for any losses resulting from the trade error. If Khrom Capital causes a trade error, the identification and resolution will be on a case- bycase basis, taking into account the particular circumstances of the situation. Such resolution will include a determination of what party, or parties will bear the costs of resolving the trade errors (i.e., the firm, the account, or a responsible third-party, such as the broker-dealer), including whether the Client should be reimbursed and if so, by whom. The particular standards for resolving trade errors will also be provided for in a private placement memorandum or an investment advisory agreement, as applicable. In all cases, Khrom Capital will be guided by its fiduciary duty. Finally, if a trade error results in a gain, the gain will accrue to the benefit of the affected client accounts. The limitation on Khrom Capital’s liability to clients for losses is described in the offering documents. The self-assessment by Khrom Capital as to whether a trade error loss resulted from bad faith, gross negligence, or willful misconduct may expose Khrom Capital to a potential conflict of interest. Khrom Capital may have an incentive to determine that it does not have to reimburse its clients for trade error losses. To mitigate this conflict, Khrom Capital’s trade error procedures require Khrom Capital to resolve any trade error in a reasonable, practicable, timely and efficient manner. Khrom Capital will maintain a log to detail any trade errors, if any, and the action taken. Additionally, the CCO will review the Trade Error Log and a record of trades on a periodic basis as they determine appropriate

under the circumstances.

Khrom Capital generally supplies monthly capital account balance statements with periodic reports to investors that will include investment and market summaries as well as the performance of the applicable client versus that of a benchmark selected based on applicable governing documents or for comparison to broad market performance. Each investor in an onshore private fund also receives a Schedule K-1 for tax purposes. To comply with Rule 206(4)-2 (the “Custody Rule”) of the Advisers Act, annual audit reports are generally provided within 120 days following a client’s fiscal year end, or earlier as required by the Custody Rule. Certain investors may receive additional information and reporting from Khrom Capital and/or the general partners of the Client, upon verbal request, through written side letter agreements, or consulting agreements, and such information may affect an investor’s decision to request a withdrawal of its interests or make additional subscriptions. Khrom Capital’s CCO, CFO, and/or Head of Investor Relations and Marketing, as relevant, internally reviews the information provided to investors in order to detect and prevent potential concerns with respect to information flow, such as a combination of enhanced transparency and liquidity that could benefit particular investors to the detriment of other investors.

The applicable general partner will also reimburse this third-party solicitor for certain expenses. The applicable general partner retains discretion to compensate this third-party solicitor based upon any other compensation structure. Such third-party solicitors will receive fees from the applicable general partner that will be based on the subscription amounts of investors, ongoing fees based upon the performance of investors’ interests in the private fund or based on other compensation structures as determined by the applicable general partner in its discretion.

Investors in onshore and offshore private fund will receive audited financial statements annually, prepared in accordance with generally accepted accounting principles, within 120 days after the end of the fiscal year of each such private fund. Additional disclosure regarding custody of client assets can be found in the Company’s Form ADV Part 1 filing with the SEC.

Investors cannot place restrictions on Khrom Capital’s investment discretion with respect to the private fund. However, Khrom Capital will enter into side letter agreements with certain large or strategic investors granting, among other things, requested restrictions with respect to permitted investment sectors.

believe voting serves its clients’ best interests. Material conflicts of interest could arise in certain circumstances, such as, for example, where a client or investor is associated with the company soliciting the proxy or actively supporting or opposing a proxy proposal, or where a partner or executive officer of Khrom Capital has personal or other business relationships with participants in a proxy contest (such as a company director or a proponent of the proxy proposal). Khrom Capital takes steps to identify the existence of any material conflicts of interest relating to the securities to be voted and/or the issues at hand. For example, Khrom Capital’s employees must disclose to the CCO any potential personal conflicts known to them and potential conflicts based on business relationships or dealings. In considering whether a material conflict of interest exists, the CCO from time to time will consult with other persons in Khrom Management that they deem relevant in making a determination. In the absence of a finding of a material conflict of interest relating to the proxy vote at hand, the recommendation to vote the proxy as directed by the applicable portfolio manager(s), or their designee, with assistance from the investment team, as necessary, or to abstain from voting the proxy, shall be deemed to have been made in the best interests of Khrom Capital’s clients. Investors can obtain a copy of Khrom Capital’s written proxy voting policies and procedures as well as information on how Khrom Capital voted proxies for the clients by requesting such information. Please contact Khrom Capital at info@khromcapital.com.