White Hat Capital Partners LP: investment adviser

Pursuant to each Fund’s confidential private placement memorandum, limited partnership agreement and subscription documents (“Governing Documents”), White Hat generally strives to create long-term concentrated portfolios of small and mid-cap technology companies. The Funds are intended for investment by certain qualified investors as described in response to Item 7, below such investors are referred to herein as “Investors” or “Limited Partners”. C.

Client Tailored Services and Client Imposed Restrictions

D.

Wrap Fee Programs

E.

Amounts Under Management

Advisory services are tailored to achieve the Clients’ investment objectives. Generally, White Hat has the authority to select which and how many securities and other instruments to buy or sell without consultation with the Fund or its Investors. However, Investors in WHSO (defined below) retain approved rights with respect to initiation of new investments. The Firm does not tailor advisory services to the individual needs of any Client’s underlying investors, except as may be set forth in each relevant Governing Document. White Hat does not participate in wrap fee programs.

As of December 31, 2025, White Hat has approximately $171,442,952 of assets under management on a discretionary basis.

Item 5 – Fees and Compensation A.

Fee Schedule

The fees and compensation payable to White Hat are negotiable and vary among its Clients. However, the range of compensation is generally as follows: 1.

Management Fee

White Hat Strategic Partners I LP (“WHSP I”) During the Investment Period, the Fund will pay to the Firm, on the last day of each calendar quarter, a fixed fee for management services equal to (i) 0.375% (1.5% annualized) of each Investor’s capital commitment plus 0.1875% (0.75% annualized) of the balance of each Investor’s tracking account as of the end of such calendar quarter and (ii) 0.3125% (1.25% annualized) of each founder Investor’s capital commitment plus 0.125% (0.5% annualized) of the balance of each founder Investor’s tracking account as of the end of such calendar quarter.

Following the Investment Period, the Fund will pay to the Firm, on the last day of each calendar quarter, a fixed fee for management services, equal to (i) 0.5% (2.0% annualized) of the balance of each Investor’s tracking account as of the end of such calendar quarter, and (ii) 0.375% (1.5% annualized) of the balance of each founder Investor’s tracking account as of the end of such calendar quarter (such fixed fee for management services payable pursuant to this sentence and the preceding sentence, the “Management Fee”) The Management Fee is calculated and paid in arrears but is amortized monthly by the Fund over the quarter for which such Management Fee is earned. White Hat Strategic Partners II LP (“WHSP II”)

The Fund will pay to the Firm, on the last day of each calendar quarter, a Management Fee for management services equal to (i) 0.4375% (1.75% annualized) of each Investor’s capital commitment and (ii) 0.375% (1.5% annualized) of each founder Investor’s capital commitment.

The Management Fee is calculated and paid in arrears on the last day of each calendar quarter but is amortized monthly by the Fund over the quarter for which such Management Fee is earned. White Hat Structured Opportunities LP (“WHSO”)

WHSO shall pay to the Firm a monthly Management Fee. The WHSO Management Fee shall be calculated at the rate of approximately 0.10417% (i.e., 1.25% per annum) multiplied by the total invested capital. The WHSO Management Fee shall be paid monthly in arrears and calculated prior to any distributions as of such month end; provided that amounts payable to the Firm and shall be reduced dollar-for-dollar by any “Commitment Fee” (detailed below in

Investors making capital commitments to any of the Funds managed by the Firm subsequent to the initial closing dates may be subject to pay Management Fees on their capital commitment retroactive to the initial closing date. Installments of the Management Fee payable for any period other than a full calendar quarter will be adjusted on a pro rata basis according to the actual number of days in such period. The General Partner may waive, reduce or modify the Management Fee for certain Investors in the Funds. 2.

Performance-based Fees

The General Partner is entitled to receive performance-based compensation provided certain conditions are met, consistent with the Governing Documents of each Fund. The General Partner is entitled to receive up to between 17.5% and 20% carried interest from the Funds, depending on fee class, which is calculated after Investors receive a return of their capital contributions to a Fund and achieve a preferred return of a specified rate, subject to catch-up allocations to the General Partner. The General Partners may waive, reduce or modify the performance-based compensation for certain Investors in the Funds.

The performance-based compensation will only be charged to accounts of those Investors who are “qualified clients” as defined in Rule 205-3 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). 3.

Other Fees

The Firm or its affiliates may earn fees from services provided or related to portfolio investments or in connection with portfolio investments or prospective portfolio investments, such as, without limitation, advisory fees, due diligence fees, structuring fees, servicing fees, directors’ fees, break-up fees or any similar fees (collectively, “Ancillary Fees”). Generally, future Management Fees borne by the Limited Partners participating in the investment to which any Ancillary Fees relate, in the discretion of the Firm, will be reduced (but not below zero), by an amount up to 100% of the amount of such Ancillary Fees.

Previously, WHSO paid the Firm an annual Commitment Fee in respect of the WHSO interests equal to 1.25% p.a. of the WHSO capital commitments for the initial two year commitment period. B.

Payment of Fees

Management fees, performance-based fees, and third-party fees (discussed below) are deducted from Client assets. Management fees, which are paid in arrears, are withdrawn at

the end of the month or quarter, as applicable in the description above. Performance-based fees are determined as of the last business day of the calendar year and as of any date on which an Investor makes a withdrawal or receives a distribution from such Investor’s capital account(s). C.

Other Fees and Expenses

White Hat renders certain services to the Funds at its own expense and is generally responsible for overhead costs including office rent, utilities, furniture and fixtures, employee compensation, and payroll taxes.

Clients shall pay such costs and expenses as White Hat shall reasonably determine to be necessary, appropriate, advisable or convenient to carry on its business and realize its objective, including but not limited to: (i) Management Fees; (ii) all general investment expenses (i.e., expenses which White Hat reasonably determines to be directly related to the investment of the Client’s assets, including those that are not consummated); (iii) all administrative, legal, organization, accounting, auditing, record-keeping, tax form preparation, fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Fund, including any governmental, regulatory, licensing, filing or registration fees or taxes (including fees and expenses incurred in connection with the preparation and filing of Section 13 filings, Section 16 filings and other similar regulatory filings); (iv) fees, costs and expenses of third-party service providers that provide such services; and, (v) any extraordinary expenses, among other expenses.

White Hat’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the Clients. Such charges, fees and commissions are exclusive of and in addition to White Hat’s Management Fee, and White Hat shall not receive any portion of these commissions, fees, and costs. Please see Item 12 of this Brochure regarding brokerage. D.

Prepayment of Fees

E.

Outside Compensation for the Sale of Securities

Investors generally do not have the right to a withdrawal from the Funds until such time as the Funds distribute funds in accordance with the Governing Documents of the Funds or is liquidated. As such, there is generally not a situation in which the Firm will be required to return pre-paid fees to Investors in the Funds. Neither White Hat nor its supervised persons accepts compensation for the sale of securities or other investment products outside of its association with White Hat.

The foregoing discussion in Item 5 represents White Hat’s basic compensation arrangements. The management fees and incentive allocations described above are structured to comply with Rule 205-3 under the Advisers Act and applicable state laws. Fees and other compensation are negotiable in certain circumstances and arrangements with any particular Investor may vary. Although White Hat believes its

fees are competitive, lower fees for comparable services may be available from other investment advisers.

Notwithstanding these conflicts, White Hat will allocate transactions and opportunities among the various Client accounts it manages in a manner it believes to be as equitable as possible, considering each account’s objectives, programs, limitations and capital available for investment, but even accounts with similar objectives will often have different investment portfolios.

Performance-based compensation may provide an incentive for White Hat to make riskier or more speculative investments on behalf of a Client than it might make otherwise. Notwithstanding this potential incentive, White Hat will evaluate investments in a manner that it considers to be in the best interest of its Clients, given those Clients’ investment objectives, investment strategies, suitability of the investment, and risk profile.

Prospective Investors are encouraged to thoroughly review a Fund’s Governing Documents, which set forth all of the terms in detail. Though certain Clients may pursue the same strategy, offering terms may differ.

Each Investor generally must be an “accredited investor” (as defined in Regulation D under the Securities Act of 1933), or a “qualified purchaser” (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) as applicable, depending on the Fund

they are subscribing to. The minimum initial investment required ranges between $100,000 and $5,000,000, subject to waiver at the discretion of White Hat.

White Hat seeks to identify companies that meet criteria for business fundamentals and financial characteristics and yet trade at a discount to their intrinsic value. The Firm strives to create long-term concentrated portfolios of publicly traded common stock and structured direct investments. White Hat develops a Value Creation Plan for each portfolio company and strives to connect with the management team and board of directors to align incentives and implement that plan. Investing in securities involves risk of loss that Clients and Investors should be prepared to bear. General Risks of the Funds, the Firm and their Affiliates

No / Limited Operating History. The Funds and the General Partners may be newly-formed entities and have no operating history upon which prospective investors can evaluate their performance. The investment professionals of the Firm have been using investment strategies similar to some of the investment strategies described herein in other private investment funds for several years. The investment program of a Fund should be evaluated on the basis that there can be no assurance that the General Partner’s assessment of the shortterm, intermediate-term or long-term prospects of investments will prove accurate or that a Fund will achieve its investment objective. The past performance of the Firm may not be indicative of the future performance of a Fund.

Dependence on Key Individuals. The success of a Fund is dependent upon the ability of the Firm to manage a Fund and effectively implement a Fund’s investment program. Investors have no authority to make decisions on behalf of a Fund (although the LP Advisory Committee will have a role in approving certain matters pursuant to the terms of a Fund’s partnership agreement). The success of a Fund is dependent upon the expertise of the principals to

develop and implement investment strategies, negotiate and arrange the closing of appropriate transactions and arrange the timely disposition of portfolio investments in order to achieve a Fund’s investment objective. If the Funds were to lose the services of the principals, the Funds would likely be adversely affected.

Limited Liquidity. An investment in a Fund is not liquid because a Limited Partner may not voluntarily withdraw all or any portion of its Interests at any time. In addition, interests are not freely transferable or redeemable. Further, the General Partner may suspend or refuse to make distributions to any Limited Partner if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering and other similar laws and regulations applicable to a Fund, the General Partner, the Firm or any of their service providers. An investment in a Fund is suitable only for sophisticated investors who do not need liquidity with respect to their investment.

In-Kind Distributions. During the term of a Fund, distributions will only be made in cash. After the term of a Fund, the General Partner may make distributions in-kind in lieu of, or in combination with, cash. In-kind distributions may be comprised of, among other things, interests in special purpose vehicles holding the actual investment or of participations in the actual investment that will remain held in a Fund. The valuation of any in-kind distribution will be in accordance with the valuation policy. The value of financial instruments distributed may increase or decrease before such financial instruments can be sold, and the limited partner will incur transaction costs in connection with the sale of such financial instruments. Additionally, financial instruments distributed to a limited partner may not be readily marketable and the fair market value of such instruments determined by a Fund for the purpose of distributions, and the calculation of carried interest on such distributions, ultimately may not be realized. The risk of loss and delay in liquidating such financial instruments will be borne by the Limited Partner, with the result that such Limited Partner may receive less cash than it would have received on the date of any such distribution. Carried Interest Distributions. The General Partner’s receipt of the carried interest distributions may create an incentive for the General Partner to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect.

Valuation of Assets. The General Partner will value the assets and liabilities of a Fund in accordance with the valuation policy. To the extent that a Fund invests in private or restricted securities, the valuation of such securities will be determined by the General Partner, and such valuation will be final and conclusive as to all parties. There is no guarantee that the value determined by the General Partner will represent the value that will be realized by a Fund over time or on the eventual disposition of an investment or that would, in fact, be realized upon an immediate disposition of the investment. Additionally, a Fund’s portfolio of investments will, at any given time, include securities or other financial instruments or obligations that are very thinly traded or for which no market exists or which are restricted as to their transferability under applicable laws. These investments may be extremely difficult to value accurately.

Capital Accounts are not Separate Legal Entities. A creditor of a Fund will generally not be bound to satisfy its claims from assets attributable to a particular capital account. Rather, such creditor generally may seek to satisfy its claims from the assets of a Fund as a whole.

Limited Regulatory Oversight. While a Fund may be considered similar to investment companies, it is not required to, and does not intend to, register as such under the Company Act, or the laws of any other jurisdiction, and, accordingly, the provisions of such statutes (which may provide certain regulatory safeguards to investors) are not applicable. For example, a Fund is not required to maintain custody of its securities or place its securities in the custody of a bank or a member of a U.S. securities exchange in the manner required of registered investment companies under rules promulgated by the SEC. A registered investment company that places its securities in the custody of a member of a U.S. securities exchange is required to have a written custodian agreement, which provides that securities held in custody will be at all times individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company and which contains other provisions complying with SEC regulations. Under the provisions of the Securities Investor Protection Act of 1970, as amended, the liquidation of any such brokerage firms might have a greater adverse effect on a Fund than would be the case if the accounts were maintained to meet the requirements applicable to registered investment companies. Business and Regulatory Risks of Private Investment Funds. The legal and regulatory environment worldwide for private investment funds and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of a Fund to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by a Fund. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions taken by regulators that restrict the ability of a Fund to pursue its investment strategy or employ brokers and other counterparties could have a material adverse effect on a Fund and the Limited Partners’ investments therein. In addition, the Firm may, in its sole discretion, cause a Fund to be subject to certain laws and regulations if it believes that an investment or business activity is in a Fund’s interest, even if such laws and regulations may have a detrimental effect on one or more Limited Partners. In addition, the regulation of derivatives transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effects of any changes in law or interpretations of existing laws on a Fund could be substantial and adverse.

This Brochure cannot address or anticipate every possible current or future regulation that may affect the General Partner and the Firm or their businesses. Such regulations may have a significant impact on a Fund and its operations, including, without limitation, restricting the types of investments a Fund may make, preventing a Fund from exercising its voting rights with regard to certain financial instruments, requiring a Fund to disclose the identity of its investors or otherwise. The General Partner may, in its sole discretion, cause a Fund to be

subject to such regulations if it believes that an investment or business activity is in a Fund’s interest, even if such regulations may have a detrimental effect on one or more Limited Partners. Prospective Limited Partners are encouraged to consult their own advisors regarding an investment in a Fund.

MiFID II. The package of European Union market infrastructure reforms known as “MiFID II” increased regulation of trading platforms and firms providing investment services in the European Union. Among its many market infrastructure reforms, MiFID II brought in: (i) significant changes to pre-and post-trade transparency obligations applicable to financial instruments admitted to trading on EU trading venues (including a new transparency regime for non-equity financial instruments); (ii) an obligation to execute transactions in shares and derivatives on an EU regulated trading venue; and (iii) a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments over time, as some of the sources of liquidity exit European markets, and may result in significant increases in transaction costs. Although the full impact of these reforms is difficult to assess at present, it is possible that the resulting changes in the available trading liquidity options and increases in transactional costs may have an adverse effect on the ability of the Firm to execute the investment program.

Assumption of Catastrophe Risks. A Fund may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; war, terrorism and other armed conflicts; cyberterrorism; major or prolonged power outages or network interruptions; and public health crises, including infectious disease outbreaks, epidemics and pandemics. To the extent that any such event occurs and has a material effect on global financial markets or specific markets or issuers in which a Fund invests (or has a material negative impact on the operations of the Firm or the service providers), the risks of loss can be substantial and could have a material adverse effect on a Fund and the limited partners’ investments therein.

Public Health Emergencies. The extent of the impact of any public health emergency on any Fund’s and investment’s operational and financial performance will depend on many factors, including but not limited to the duration and scope of such public health emergency, the extent of any related travel advisories and voluntary or mandatory government restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and spending levels, the extent of government support and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. For this reason, valuations are subject to heightened uncertainty and subject to numerous subjective judgments, any or all of which could turn out to be incorrect with the benefit of hindsight. The effects of a public health emergency may negatively impact the value and performance of the investments, a Fund’s ability to source, manage and divest investments, and a Fund’s ability to achieve its investment objectives, all of which could result in significant losses to a Fund. In implementing a Fund’s investment strategy, the Firm will make a number of assumptions.

There can be no assurances that such assumptions will be correct and unexpected events and developments, including the severity of a public health emergency on economies and specific portfolio companies, may be detrimental to a given Fund and its investments. In addition, the operations of the Firm, and a Funds may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of the personnel of any such entity, including possibly its key personnel, or the personnel of any such entity’s key service providers. The impact to businesses in such circumstances has been and is expected to continue to be substantial. In connection with the impacts of any future public health crisis, Funds may incur heightened legal expenses which could similarly have an adverse impact to their returns. There is also a heightened risk of cyber and other security vulnerabilities during public health emergencies, which could result in adverse effects to a Funds or their investments in the form of economic harm, data loss or other negative outcomes.

Systems Risks. A Fund depends on the Firm to develop and implement appropriate systems for a Fund’s activities. A Fund relies extensively on computer programs and systems to evaluate certain investments, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of a Fund’s activities. In addition, certain of a Fund’s and the Firm’s operations interface with or depend on systems operated by third parties, including market counterparties and other service providers, and a Fund or the Firm may not be in a position to verify the risks or reliability of such third- party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, fire, power loss, telecommunications failures, unauthorized intrusion, computer viruses, worms and disabling devices, natural disasters and other similar events, may interrupt or delay our ability to provide services to our borrowers. Any such defect or failure could cause a Fund to incur significant costs and could have a material adverse effect on a Fund. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect a Fund’s ability to monitor its investment portfolio and its risks. In addition, security breaches, acts of vandalism and developments in computer capabilities could result in a compromise or breach of the technology that a Fund may use to protect borrowers’ personal information and transaction data. Operational Risk. The Funds depend on the Firm to develop the appropriate systems and procedures to control operational risk. Operational risks arising from mistakes made in the confirmation or settlement of transactions, from transactions not being properly booked, evaluated or accounted for or other similar disruption in a Fund’s operations may cause a Fund to suffer financial loss, the disruption of its business, liability to clients or third parties, regulatory intervention or reputational damage. A Fund relies heavily on the Firm’s financial, accounting and other data processing systems. The ability of its systems to accommodate an increasing volume of transactions could also constrain a Fund’s ability to properly manage the portfolio.

Cybersecurity Risk. As part of its business, the Firm processes, stores and transmits large amounts of electronic information, including information relating to the transactions of a Fund and personally identifiable information of the Limited Partners. Similarly, service providers of the Firm and a Fund, especially the administrator, may process, store and transmit such information. The Firm has procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Firm may be susceptible to compromise, leading to a breach of the Firm’s network. The Firm’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Online services provided by the Firm to the Limited Partners may also be susceptible to compromise. Breach of the Firm’s information systems may cause information relating to the transactions of a Fund and personally identifiable information of the Limited Partners to be lost or improperly accessed, used or disclosed. The service providers of the Firm and a Fund are subject to the same electronic information security threats as the Firm. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of a Fund and personally identifiable information of the limited partners may be lost or improperly accessed, used or disclosed.

The loss or improper access, use or disclosure of the Firm’s or a Fund’s proprietary information may cause the Firm or a Fund to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on a Fund and the Limited Partners’ investments therein. Misconduct of Employees and of Third-Party Service Providers. The Firm’s reputation is critical to maintaining and developing relationships with prospective investors, as well as with the numerous third parties with which the Firm and a Fund will do business including the management teams and boards of directors of prospective and existing portfolio companies. In recent years, there have been a number of highly publicized cases involving fraud, conflicts of interest or other misconduct by individuals in the financial services industry, and there is a risk that an employee of or contractor to the Firm could engage in misconduct that adversely affects the investment strategies implemented by the General Partner. It is not always possible to deter such misconduct, and the precautions the Firm takes to detect and prevent such misconduct may not be effective in all cases. Misconduct by an employee of or contractor to the Firm or one of its Affiliates, or even unsubstantiated allegations of such misconduct, could result in both direct financial harm to the General Partner and a Fund, as

well as harm the General Partner’s and a Fund’s reputations, which would have a materially adverse effect on a Fund.

Side Letters; Different Terms of Interests. The Funds and in certain cases the General Partner will have the discretion to waive or modify the application of any provision of a partnership agreement or grant special or more favorable rights with respect to any provision, including, without limitation, the provisions relating to fees, allocations, distributions, transfers, notices and transparency, with respect to any partner, including, without limitation, principals, members or employees (and their respective family members) of the General Partner and its Affiliates and other select third parties. To effect such waivers or modifications or the grant of any special or more favorable rights, a Fund and the General Partner may enter into agreements (“Side Letters”) or issue other interests to certain investors in the future, that provide for, among other things: (i) greater transparency into a Fund’s portfolio; (ii) withdrawal rights upon the occurrence of certain events; (iii) the right to cease making capital contributions upon the occurrence of certain events; (iv) greater information than may be provided to other Investors; (v) different fee and distribution terms; and (vi) more favorable transfer rights. A Fund may issue such interests and a Fund or the General Partner may enter into such Side Letters without notice to, or the consent of, other partners.

General Investment Strategy and Investment Risks

Risk of Loss. No guarantee or representation is made that a Fund’s investment program, including, without limitation, a Fund’s investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time.

No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the Firm (or investments otherwise made by the investment professionals of the Firm) are not necessarily indicative of their future performance.

Nature of Investment. An investment in a Fund requires a long-term commitment, with no certainty of return. There may be little or no near-term cash flow available to Limited Partners. This offering is a non- specified asset offering and prospective Limited Partners will not have an opportunity to evaluate specific assets prior to investing. Active Investing Strategies. Active investing strategies may not be successful. They may result in significant costs and expenses. The Firm will pursue an active ownership role and seek to effectuate corporate changes with respect to an investment. The costs in time, resources and capital involved in such active investing strategies depend on circumstances, which are only in part within the Firm’s control, and may be significant, particularly if litigation against a Fund, the General Partner and/or Firm ensues. In addition, the expenses associated with its investment strategy, including potential litigation or other transactional costs, will be borne by a Fund. Such expenses may reduce returns or result in losses. The success of a Fund’s active investing strategy depends upon, among other things: (i) the Firm’s ability to properly identify portfolio companies whose values can be improved

through corporate and/or strategic action; (ii) a Fund’s ability to acquire sufficient securities of such portfolio companies at an attractive price; (iii) a Fund’s ability to avoid triggering antitakeover and regulatory obstacles while aggregating its position; (iv) the willingness of the management of such portfolio companies and other security holders to respond positively to the Firm’s proposals; and (v) favorable movements in the market price of any such portfolio company’s securities in response to any actions taken by such portfolio company. There can be no assurance that any of the foregoing will occur.

Corporate governance strategies may prove ineffective for a variety of reasons, including: (i) opposition of the management or investors of the subject company, which may result in litigation and may erode, rather than increase, the value of the subject company; (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 the prices of securities; (v) the presence of corporate governance mechanisms such as staggered boards, poison pills and classes of stock with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of a proposed corporate governance change may seek to involve regulatory agencies in investigating the transaction or a Fund and such regulatory agencies may independently investigate the participants in a transaction, including a Fund, as to compliance with securities or other law. Furthermore, successful execution of a corporate governance strategy may depend on the active cooperation of investors and others with an interest in the subject company. Some investors may have interests which diverge significantly from those of a Fund, and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Firm believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the timeframe the Firm anticipates, even if a corporate governance strategy is successfully implemented. Even if the prices for a portfolio company’s securities have increased, no guarantee can be made that there will be sufficient liquidity in the markets to allow a Fund to dispose of all or any of their securities therein or to realize any increase in the price of such securities. Investing in Technology Companies. Investing in securities and other instruments of technology companies involves substantial risks. These risks include: the fact that certain companies in the portfolio of a Fund may have limited operating histories; rapidly changing technologies and products which may quickly become obsolete; cyclical patterns in information technology spending which may result in inventory write-offs, cancellation of orders and operating losses; scarcity of management, engineering and marketing personnel with appropriate technological training; the possibility of lawsuits related to technological patents; changing investors’ sentiments and preferences with regard to technology sector investments (which are generally perceived as risky) with their resultant effect on the price of underlying securities; and volatility in the U.S. stock markets affecting the prices of technology company securities, which may cause the performance of a Fund to experience substantial volatility.

Micro-, Small- and Medium-Capitalization Companies. Investments in securities of micro-, small- and medium-capitalization companies involve higher risks in some respects than do investments in securities of larger “blue-chip” companies. For example, prices of securities of micro- and small-capitalization and even medium-capitalization companies are often more volatile than prices of securities of large-capitalization companies and may not be based on standard pricing models that are applicable to securities of large- capitalization companies. Furthermore, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) may be higher than for larger, “blue-chip” companies. Such companies may also have shorter operating histories upon which to judge future performance, and in many cases, if operating, will have negative cash flow. Finally, due to thin trading in the securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid.

Long-Term. The success of a Fund’s long-term investment strategy depends upon the Firm’s ability to identify and purchase securities that are undervalued and hold such investments so as to maximize value on a long-term basis. In pursuing any long-term strategy, a Fund may forego value in the short-term or temporary investments in order to be able to avail a Fund of additional and/or longer-term opportunities in the future. Return of capital and realization of gains, if any, generally will occur only upon the partial or complete disposition of a portfolio investment. While a portfolio investment may be sold at any time, it is not generally expected that this will occur for a number of years after such an investment has been made. Prior to such time, there generally will be no current return on portfolio investments.

Investments Longer Than Term; In-Kind Distributions. Although the General Partner expects that Fund investments will either be disposed of prior to dissolution of a Fund or be suitable for in-kind distribution at dissolution, a Fund may have to sell, distribute or otherwise dispose of investments on disadvantageous terms and at a disadvantageous time as a result of dissolution.

Significant Positions in Securities; Regulatory Requirements. In the event a Fund acquires a significant stake in certain issuers of securities and such stake exceeds certain percentage or value limits, a Fund may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on a Fund and the Firm. Any such requirements may impose additional costs on a Fund and may delay the acquisition or disposition of the securities or a Fund’s ability to respond in a timely manner to changes in the markets with respect to such securities. In addition, “position limits” may be imposed by various regulators that may limit a Fund’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular issuer’s securities. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. To the extent that a Fund’s position limits were aggregated with an Affiliate’s position limits, the effect on a Fund and resulting restriction on its investment activities may be significant. If at any time positions managed by the Firm were to exceed

applicable position limits, the Firm would be required to liquidate positions, which might include positions of a Fund, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, a Fund might have to forego or modify certain of its contemplated trades.

In addition, if a Fund, acting alone or as part of a group, acquires beneficial ownership of more than 10% of a certain class of securities of a public company or places a director on the board of directors of such a company, under Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), a Fund may be subject to certain additional reporting requirements and may be required to disgorge certain short-swing profits arising from purchases and sales of such securities. Furthermore, in such circumstances a Fund will be prohibited from entering into a short position in such issuer’s securities, and therefore limited in its ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions.

As noted herein, a Fund, acting either alone or as part of a group, may acquire a “control” position in an issuer’s securities. This may subject a Fund to additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability in which the limited liability generally characteristic of business operations may be ignored.

Inside Information. From time to time, the Firm or its affiliates, or members of a group of investors or managers with which the Firm is acting, may work with the management team of a company in which a Fund has invested or proposes to invest in order to design an alternate strategic plan and assist them in its execution, and may secure the appointment of persons selected by the Firm or other members of the group to the company’s management team or board of directors. In the course of such activities, the Firm may come into possession of material, non-public information concerning such company, and the possession of such information may limit the ability of the Firm to cause a Fund to buy or sell the securities issued by such company. Therefore, a Fund may be required to refrain from buying or selling such securities at times when the Firm might otherwise wish to cause a Fund to buy or sell such securities. Risks of Investments Generally. All investments risk the loss of capital. No guarantee or representation is made that a Fund’s investment program will be successful. A Fund’s investment program involves, without limitation, risks associated with limited diversification and concentration, investments in speculative assets and the use of speculative investment strategies and techniques, interest rates, currencies, volatility, tracking risks in hedged positions, credit deterioration or default or prepayment risks, systems risks and other risks inherent in a Fund’s activities. Certain investment techniques of a Fund (e.g., use of leverage indirectly through leveraged investments) can, in certain circumstances, magnify the impact of adverse market moves to which a Fund may be subject. In addition, a Fund’s investments may be materially affected by conditions in technology markets, the financial markets and overall economic conditions occurring globally and in particular countries or markets where a Fund may invest its assets.

A Fund’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Limited Diversification. In the normal course of making investments on behalf of a Fund, the General Partner will be concentrated within the technology sector. In addition, it is possible that the General Partner may select investments that are concentrated in a particular subsegment within the technology sector. Such concentration of risk may increase the losses suffered by a Fund or reduce its ability to hedge its exposure and to dispose of depreciating assets. Limited diversity could expose a Fund to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those financial instruments or assets.

Risk of Limited Number of Investments. A Fund intends only to participate in a limited number of portfolio investments and, as a consequence, the aggregate return of a Fund may be substantially adversely affected by the unfavorable performance of even a single portfolio investment. Although it is the intention of the General Partner to diversify a Fund’s portfolio, subject to the restrictions described herein, the inability of the General Partner to satisfactorily achieve this objective could adversely affect the performance of a Fund. In addition, a Fund’s investments will be targeted in the technology industry. A Fund could be adversely affected if business conditions underlying the technology industry were to deteriorate.

Competition; Availability of Investments. The markets in which a Fund may invest are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that the General Partner will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, the public equity markets and other investors may reduce the availability of investment opportunities. Competitive investment activity by other firms and institutions will reduce a Fund’s opportunity for profit by generally increasing price pressure on desired assets, reducing mispricings in the market as well as the margins available on those mispricings that can still be identified. Illiquidity. Certain securities and other investments held by a Fund may be illiquid because, for example, they are subject to legal or other restrictions on transfer or there is no liquid market for such securities and investments. Valuation of a Fund’s investments may be difficult or uncertain, including with respect to securities, because there may be limited information available about the issuer. In addition, the market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and a Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than

does the sale of securities eligible for trading on national securities exchanges or in the overthe-counter markets. A Fund may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Even those markets which the General Partner expects to be liquid can experience periods, possibly extended periods, of illiquidity. Occasions have arisen in the past where previously liquid investments have rapidly become illiquid. Consequently, it may be relatively difficult for a Fund to dispose of certain investments at favorable prices in connection with adverse market developments or other factors.

Reliance on Portfolio Company Management Team. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although the General Partner and the Firm will be responsible for monitoring the performance of each investment, and a Fund seeks to invest in companies operated by strong management, there can be no assurance that the existing management team, or any successor, will be able to operate the portfolio company in accordance with a Fund’s plans. The success of each portfolio company depends in substantial part upon the skill and expertise of each portfolio company’s management team. Additionally, portfolio companies will need to attract, retain, and develop executives and members of their management teams. The market for executive talent is, notwithstanding general unemployment levels or developments within a particular industry, extremely competitive. There can be no assurance that portfolio companies will be able to attract, develop, integrate, and retain suitable members of its management team and, as a result, a Fund may be adversely affected thereby.

Risk in Managing Portfolio Companies and Effecting Operating Improvements. The success of a Fund’s investment strategy will depend, in part, on the ability of a Fund to effect improvements in the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that a Fund will be able to successfully identify and implement such improvements.

Risks Relating to Due Diligence of and Conduct at Portfolio Companies. Before making portfolio investments, the General Partner and/or the Firm will typically conduct due diligence that they deem reasonable and appropriate based on the facts and circumstances applicable to each portfolio investment. When conducting due diligence and making an assessment regarding an investment, the General Partner and/or the Firm will rely on the resources available to it, including information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation that the General Partner and/or the Firm carries out with respect to any investment opportunity may not reveal or highlight all relevant facts that may be necessary or helpful in evaluating such investment opportunity. Moreover, such an investigation will not necessarily result in the portfolio investment being successful. There can be no assurance that attempts to provide downside protection with respect to portfolio investments will achieve their desired effect and potential investors should regard an investment in a Fund as being speculative and having a high degree of risk. In the event of fraud by any portfolio company or any of its

Affiliates, a Fund may suffer a partial or total loss of capital invested in that portfolio company. A Fund will rely upon the accuracy and completeness of information made available by portfolio companies in the due diligence process, and it cannot guarantee such accuracy or completeness. Borrowing for Cash Management Purposes. A Fund has the authority to borrow for cash management purposes. The rates at and terms on which a Fund can borrow will affect the operating results of a Fund.

Uncertainty of Estimates and Financial Projections. Estimates or projections of market conditions, commodity prices and supply and demand dynamics are key factors in evaluating potential investment opportunities. These estimates are subject to wide variances based on changes in underlying commodity prices and technical assumptions. There can be no assurance that projected results will be obtained and actual results may vary significantly from projections or assumptions.

General Economic and Market Conditions. The success of a Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Fund’s investments), trade barriers, currency exchange controls and national regulation and changes in laws and rules, and international political circumstances (including wars, terrorist acts or security operations). These factors may affect the level and volatility of securities prices and the liquidity of a Fund’s investments. Volatility or illiquidity could impair a Fund’s profitability or result in losses. There is particular uncertainty about the prospects for growth in the U.S. economy as the country attempts to recover from the recent serious recession. Various factors influence this uncertainty, including, but not limited to, high current unemployment, rising government debt levels, tax increases, prospective Federal Reserve policy shifts, the withdrawal of government interventions into the financial markets, changing U.S. consumer spending patterns, pending legislation and regulation, and changing expectations for inflation and deflation. These and other factors and general market conditions could adversely affect the performance of a Fund and value of its assets. There can be no assurance that governmental or other actions will improve these conditions in the near future or that any changes would not adversely impact a Fund and its assets.

The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, certain non-U.S. economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non18

U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. The effects of rapid and significant changes in economic conditions, severely limited availability of credit, increased volatility of financial markets and other factors are difficult to predict.

Capital Calls. Capital calls will be issued by the General Partner from time to time at the discretion of the General Partner, based upon the General Partner’s assessment of the needs and opportunities of a Fund. To satisfy such capital calls, limited partners may need to maintain sufficient assets that can be readily converted to cash. Except as specifically set forth in the Partnership Agreement, each limited partner’s obligation to satisfy capital calls will be unconditional. A limited partner’s obligation to satisfy capital calls will not in any manner be contingent upon the performance or prospects of a Fund or upon any assessment thereof provided by the General Partner. Notwithstanding the foregoing, the General Partner will not be obligated to call 100% of the limited partner’s capital commitments during a Fund’s term.

Failure to Make Capital Contributions. If a limited partner fails to pay when due installments of its capital commitment to a Fund, and the contributions made by non-defaulting limited partners are inadequate to cover the defaulted capital contribution, a Fund may be unable to pay its obligations when due. As a result, a Fund may be subjected to significant penalties that could materially adversely affect the returns to the limited partners (including non-defaulting limited partners). If a limited partner defaults, it may be subject to various penalties as provided in the Partnership Agreement, including, without limitation, forfeiture of a portion of its interest.

Early Termination of a Fund. If, pursuant to and in accordance with the terms of the Partnership Agreement, the Investment Period is cancelled earlier than anticipated or if a Fund is dissolved and terminated prematurely, a Fund may not be able to accomplish its objectives and may be required to dispose of its investments at a disadvantageous time or make an in-kind distribution (resulting in limited partners not having their capital invested and/or deployed in the manner originally contemplated). Access to Information. In response to questions and requests and in connection with due diligence meetings and other communications, a Fund and the Firm may provide additional information to certain limited partners and prospective limited partners that is not distributed to other limited partners and prospective limited partners. Such information may affect a prospective limited partner’s decision to invest in a Fund. Each limited partner is responsible for asking such questions as it believes are necessary in order to make its own investment decisions, must decide for itself whether the limited information provided by the Firm and a Fund is sufficient for its needs and must accept the foregoing risks. It is expected that limited partners that designate representatives to participate on the LP Advisory Committee may by virtue of such participation have more information about a Fund and its portfolio investments in certain circumstances than other limited partners generally and may be disseminated information in advance of communication to other limited partners generally.

Other Risks Necessity for Counterparty Trading Relationships; Counterparty Risk. A Fund expects to establish relationships to obtain financing, derivative intermediation and prime brokerage services that permit a Fund to trade in any variety of markets or asset classes over time; however, there can be no assurance that a Fund will be able to maintain such relationships or establish such relationships. An inability to establish or maintain such relationships would limit a Fund’s trading activities and could create losses, preclude a Fund from engaging in certain transactions, financing, derivative intermediation and prime brokerage services and prevent a Fund from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships before a Fund establishes additional relationships could have a significant impact on a Fund’s business due to a Fund’s reliance on such counterparties. Some of the markets in which a Fund may affect its transactions are “over-the-counter” or “interdealer” 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 a Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing a Fund to suffer a loss. In addition, in the case of a default, a Fund 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 Fund has concentrated its transactions with a single counterparty or small group of counterparties.

Furthermore, there is a risk that any of a Fund’s counterparties could become insolvent and/or the subject of insolvency proceedings. If one or more of a Fund’s counterparties were to become insolvent or the subject of insolvency proceedings in the United States (either under the Securities Investor Protection Act or the United States Bankruptcy Code), there exists the risk that the recovery of a Fund’s securities and other assets from a Fund’s prime brokers or broker-dealers will be delayed or be of a value less than the value of the securities or assets originally entrusted to such prime broker or broker-dealer. In addition, a Fund may use counterparties located in jurisdictions outside the United States. Such local counterparties are subject to the laws and regulations in foreign 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 a Fund’s 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 a Fund and its assets.

A Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, a Fund’s internal credit

function which evaluates the creditworthiness of its counterparties may prove insufficient. The ability of a Fund to transact business with any one or more counterparties, the lack of complete and “foolproof” evaluation of the financial capabilities of a Fund’s counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by a Fund.

Co-Investments with Third Parties. A Fund may co-invest with third parties through joint ventures or other entities. Such investments may involve risks in connection with such thirdparty involvement, including the possibility that a third-party co-venturer may have financial difficulties resulting in a negative impact on such investment; may have economic or business interests or goals that are inconsistent with those of a Fund; or may be in a position to take (or block) action in a manner contrary to a Fund’s investment objectives. In those circumstances where such third parties involve a management group, such third parties may enter into compensation arrangements relating to such investments, including incentive compensation arrangements. Such compensation arrangements will reduce the returns to participants in the investments and create potential conflicts of interest between such parties and a Fund.

Delayed Schedules K-1. A Fund may be unable to provide final Schedules K-1 to limited partners until significantly after April 15 of the following year. The General Partner will endeavor to provide limited partners with estimates of the taxable income or loss allocated to their investment in a Fund on or before such date, but final Schedules K-1 will not be available until completion of a Fund’s annual audit (which may be six months or more after year-end). In such cases, limited partners would be required to obtain extensions of the filing date for their income tax returns at the Federal, state and local level.

Systemic Risk. Credit risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which a Fund interacts on a daily basis. Equity Securities. A Fund will invest in equity and equity-related securities of U.S. and nonU.S. companies. Equity securities fluctuate in value in response to many factors, including the activities, results of operations and financial condition of individual companies, the business market in which individual companies compete, industry market conditions, interest rates and general economic environments and movements in the equity markets in general. As a result, a Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Firm’s expectations or if equity markets generally move in a single direction and a Fund has not hedged against such a general move. In addition, events such as domestic and international political instability, terrorism and natural disasters may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by a Fund.

Leverage for Investment Purposes. The use of leverage will allow a Fund to make additional investments, thereby increasing its exposure to assets, such that its total assets may be greater than its capital. However, leverage will also magnify the volatility of changes in the value of a Fund’s portfolio. The effect of the use of leverage by a Fund in a market that moves adversely to its investments could result in substantial losses to a Fund, which would be greater than if a Fund were not leveraged. Borrowing for Cash Management Purposes. A Fund has the authority to borrow for cash management purposes. The rates at and terms on which a Fund can borrow will affect the operating results of a Fund.

Collateral. The instruments and borrowings utilized by a Fund to leverage investments may be collateralized by all or a portion of a Fund’s portfolio. Accordingly, a Fund may pledge its securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the securities pledged to brokers to secure a Fund’s margin accounts decline in value, a Fund could be subject to a “margin call”, pursuant to which a Fund must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The banks and dealers that provide financing to a Fund can apply essentially discretionary margin, “haircut”, financing and collateral valuation policies. Changes by counterparties in any of the foregoing may result in large margin calls, loss of financing and forced liquidations of positions at disadvantageous prices. Lenders that provide other types of asset-based or secured financing to a Fund may have similar rights. There can be no assurance that a Fund will be able to secure or maintain adequate financing. Hedging Transactions. A Fund may utilize securities for risk management purposes in order to: (i) protect against possible changes in the market value of a Fund’s investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect a Fund’s unrealized gains in the value of its investment portfolio; (iii) facilitate the sale of any securities; (iv) enhance or preserve returns, spreads or gains on any security in a Fund’s portfolio; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of a Fund’s securities; (vii) protect against any increase in the price of any securities a Fund anticipates purchasing at a later date; or (viii) act for any other reason that the Firm deems appropriate. A Fund will not be required to hedge any particular risk in connection with a particular transaction or its portfolio generally. The Firm may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While a Fund may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for a Fund than if it had not engaged in any such hedging transaction. Moreover, the portfolio will always be exposed to certain risks that cannot be hedged.

Derivative Instruments Generally. A Fund will enter into derivative transactions. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty,

legal risk and operations risk. Derivatives traded over-the-counter may not have an authoritative source of valuation and the models used to value such derivatives is subject to change. Special risks may apply in the future that cannot be determined at this time with respect to certain other derivative instruments that are not presently contemplated for use or that are currently not available. The regulatory and tax environment for derivative instruments in which a Fund may participate is evolving, and changes in the regulation or taxation of such securities may have a material adverse effect on a Fund.

Call and Put Options. A Fund may incur risks associated with the sale and purchase of call options and put options. Under a conventional cash-settled option, the purchaser of the option pays a premium in exchange for the right to receive upon exercise of the option (i) in the case of a call option, the excess, if any, of the reference price or value of the underlier (as determined pursuant to the terms of the option) above the option’s strike price or (ii) in the case of a put option, the excess, if any, of the option’s strike price above the reference price or value of the underlier (as so determined). Under a conventional physically-settled option structure, the purchaser of a call option has the right to purchase a specified quantity of the underlier at the strike price, and the purchaser of a put option has the right to sell a specified quantity of the underlier at the strike price. A purchaser of an option may suffer a total loss of premium (plus transaction costs) if that option expires without being exercised. An option’s time value (i.e., the component of the option’s value that exceeds the in-the-money amount) tends to diminish over time. Even though an option may be in-the-money to the purchaser at various times prior to its expiration date, the purchaser’s ability to realize the value of an option depends on when and how the option may be exercised. For example, the terms of the transaction may provide for the option to be exercised automatically if it is in-the-money on the expiration date. Conversely, the terms may require timely delivery of a notice of exercise, and exercise may be subject to other conditions (such as the occurrence or non-occurrence of certain events, such as knock-in, knock-out or other barrier events) and timing requirements, including the “style” of the option.

Uncovered option writing (i.e., selling an option when the seller does not own a like quantity of an offsetting position in the underlier) exposes the seller to potentially significant loss. The potential loss of uncovered call writing is unlimited. The seller of an uncovered call may incur large losses if the reference price or value of the underlier increases above the exercise price by more than the amount of any premiums earned. As with writing uncovered calls, the risk of writing uncovered put options is substantial. The seller of an uncovered put option bears a risk of loss if the reference price or value of the underlier declines below the exercise price by more than the amount of any premiums earned. Such loss could be substantial if there is a significant decline in the value of the underlier.

Swap Agreements. A Fund will likely enter into swap agreements. These agreements are individually negotiated and can be structured to include exposure to a variety of different types of investments, asset classes or market factors. Depending on their structure, swap agreements may increase or decrease a Fund’s exposure to, for example, equity securities.

Swap agreements can take many different forms and are known by a variety of names. A Fund is not limited to any particular form of swap agreement if consistent with a Fund’s investment objective. Whether a Fund’s use of swap agreements will be successful depends on the Firm’s ability to select appropriate transactions for a Fund. Swap transactions may be highly illiquid and may increase or decrease the volatility of a Fund’s portfolio. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. A Fund also bears the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure of a Fund to post or maintain required collateral. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets, including potential government regulation, could adversely affect a Fund’s ability to terminate existing swap transactions or to realize amounts to be received under such transactions. Other Derivative Instruments. A Fund will enter into swaps and/or other derivative instruments. It may take advantage of opportunities with respect to certain other derivative instruments that are not currently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the investment objective of a Fund and believed by the Firm to be legally permissible. Special risks may apply to instruments that are invested in by a Fund in the future that cannot be determined at this time or until such instruments are developed or invested in by a Fund. Certain swaps, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, the risk of non-performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty, legal risk and operations risk.

Debt Instruments Generally. A Fund may invest in private and government debt securities and instruments. It is likely that many of the debt instruments in which a Fund invests may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer’s ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these instruments and may have an adverse impact on the value of such instruments. It also is likely that any such economic downturn could adversely affect the ability of the issuers of such instruments to repay principal and pay interest thereon and increase the incidence of default for such instruments. Global Investments. A Fund may invest a portion of its assets outside the United States. In addition to business uncertainties, such investments may be affected by political, social and economic uncertainty affecting a country or region. Many financial markets are not as developed or as efficient as those in the United States, and as a result, liquidity may be reduced and price volatility may be higher. The legal and regulatory environment may also

be different, particularly as to bankruptcy and reorganization. Financial accounting standards and practices may differ, and there may be less publicly available information in respect of such non-U.S. issuers.

Laws that govern private and foreign investment and transactions in financial instruments in non-U.S. countries may be relatively new and untested. As a result, a Fund may be subject to a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and lack of enforcement of existing regulations. Furthermore, it may be difficult to obtain and enforce a judgment in certain non-U.S. countries in which assets of a Fund may be invested. There can be no assurance that this difficulty in protecting and enforcing rights will not have a material adverse effect on a Fund and its operations. Furthermore, it may be difficult to obtain and enforce a judgment in a court outside of the United States.

Artificial Intelligence and Machine Learning. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to White Hat, the Funds and the Portfolio Companies. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Funds invest, and any such changes could create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of White Hat, the Funds and the Portfolio Companies make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect White Hat, the Funds, the Portfolio Companies and their operations. Additionally, White Hat, the Funds and the Portfolio Companies could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to White Hat, use AI Technologies in their business activities. The Firm will not be able to control the use of AI Technologies in third-party products or services, including those provided by White Hat’s and its affiliates’ service providers. Additionally, the Firm and its personnel reserve the right to use AI Technologies in connection with the Firm’s business activities, including to support White Hat’s due diligence and investment activities. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors affecting the Firm’s decision-making and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on the Firm, the Funds and the Portfolio Companies. More information about the Clients’ investments and the associated risk factors is available in the Governing Documents.

The foregoing list of risk factors does not purport to be a complete enumeration or explanation of every risk involved in an investment with White Hat. Prospective Investors and Clients should read the entire Brochure as well the Governing Documents that may be provided by White Hat and consult with their own advisers prior to engaging White Hat’s services.

in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions: (a) at all times the interests of Client must be paramount; (b) personal transactions must be conducted consistent with the Code in manner that avoids any actual or potential conflict of interest; and (c) no inappropriate advantage should be taken of any position of trust and responsibility. Employees covered by the Code have certain trading restrictions and reporting obligations of their personal securities transactions. Each Employee is provided with a copy of the Code and must annually certify that they have received it and have complied with its provisions. In addition, any Employee who becomes aware of any potential violation of the Code is obligated to report the potential violation to the Chief Compliance Officer.

White Hat will provide a copy of its Code of Ethics to Clients and prospective Clients upon request. Such a request may be made by submitting a written request to White Hat at the address on the cover page to this Brochure. B.

Recommendations Involving Material Financial Interests

C.

Investing Personal Money in the Same Securities as Clients

D.

Trading Securities At/Around the Same Time as Clients’ Securities

Neither White Hat nor its related persons recommends to Clients, or buys or sells for Client accounts, securities in which White Hat or a related person has a material financial interest.

White Hat’s policies and procedures prohibit its Employees and related persons from trading ahead of Clients in the same instruments that White Hat buys or sells for Client accounts. However, there may be circumstances in which White Hat, its Employees and/or related persons have holdings in the same instruments that White Hat buys or sells for Client accounts, and it or they may own securities, or options on securities, of issuers whose securities are subsequently bought for Client accounts because of White Hat’s recommendations regarding a particular security. White Hat’s policy as to such transactions is that neither White Hat nor any of its Employees or related persons are to benefit from price movements that may be caused by transactions for Client accounts or otherwise White Hat addresses this conflict by requiring Employees to sign and adhere to White Hat’s Code of Ethics and to report personal securities holdings and transactions to White Hat. As discussed above, from time to time, White Hat, its Employees, or related persons of White Hat may buy or sell securities for themselves that White Hat also recommends to the Client. White Hat will document any transactions that could be construed as conflicts of interest and will transact Client business before the business of its Employees and/or related persons when similar securities are being bought or sold.

brokers and clearing and settlement capabilities, subject at all times to principles of best execution, in accordance with White Hat’s policies and procedures. In selecting broker/dealers to execute transactions, White Hat need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. White Hat believes that the broker-dealers that it recommends provide competitive transaction and custody costs, helping clients to eliminate or control costs and optimize the custodial structure to the benefit of account holders. When possible, White Hat seeks to pre-negotiate preferred terms for its clients providing clients with the benefits associated with the economy of scale and custodial knowledge of the firm.

Certain brokers utilized by White Hat may provide general assistance to White Hat, including, but not limited to technical support, consulting services, and consulting services related to staffing needs. In selecting a broker, White Hat may consider the broker’s general assistance and consulting services. To the extent White Hat would otherwise be obligated to pay for such assistance, it has a conflict of interest in considering those services when selecting a broker. 1.

Research and Other Soft Dollar Benefits

White Hat may effect transactions with broker-dealers who provide research services (collectively, “soft-dollar items”) to White Hat that assist White Hat in making investment and trading decisions on behalf of its Clients. The negotiated commissions paid to broker-dealers supplying soft-dollar items may not represent the lowest obtainable commission rates. In any such arrangement, the amount of the commission paid must be reasonable in relation to the value of the brokerage and soft-dollar items provided by the broker-dealer, viewed in terms of either the particular transaction or White Hat’s overall responsibilities with respect to its Clients. White Hat intends to comply with the soft-dollar “safe harbor’ afforded by Section 28(e) under the 34 Act.

When White Hat uses Client brokerage commissions to obtain soft-dollar items, it receives a benefit because it does not have to produce or pay for such soft-dollar items. However, White Hat believes that such soft dollar items may provide the Clients with benefits by supplementing the research and services otherwise available to the Clients. In addition, the research and other benefits resulting from a brokerage relationship benefit all Client accounts or White Hat’s operations as a whole.

White Hat may have an incentive to select or recommend a broker-dealer based on its interest in receiving the soft-dollar items, rather than on the Client’s interest in receiving most favorable execution. White Hat periodically reviews the execution performance of its brokers to ensure that any potential conflicts of interests are resolved. To the extent that White Hat does engage in such “soft dollar” arrangements, the Client may be charged a brokerage commission in excess of that which another broker might charge for

effecting the same transaction if White Hat determines in good faith that such commission is reasonable in relation to the value of the brokerage, research, other services and soft dollar relationships provided by that broker, viewed in terms of either the specific transaction or White Hat’s overall responsibilities to the portfolios over which White Hat exercises investment authority.

Soft-dollar items, whether provided directly or indirectly, may be utilized for the benefit of White Hat’s and its affiliates’ other accounts. Soft-dollar items are not limited to those Clients who may have generated a particular benefit although certain soft dollar allocations are connected to particular clients or groups of clients. Soft dollar benefits are not proportionally allocated to any accounts that may generate different amounts of the soft dollar benefits. White Hat may receive soft dollar credits based on principal, as well as agency, securities transactions with brokerage firms.

Within the last fiscal year, White Hat used “soft-dollars” to receive broker-dealer research reports, company financial data and economic data.

A broker from which White Hat obtains soft dollar services generally establishes “credits” based on past transactional business (including markups and markdowns on principal transactions), which may be used to pay for specified expenses. In some cases the process is less formal and a broker simply may suggest a level of future business that would fully compensate the broker for services or products it provides. White Hat monitors the soft dollar services provided to ensure that appropriate transactions are executed with a soft dollar provider. 2.

Brokerage for Client Referrals

3.

Directed Brokerage

White Hat does not consider, in selecting or recommending broker-dealers, client referrals from a broker-dealer. White Hat may receive referrals in the future and if it does it will appropriately amend this Brochure. White Hat does not accept directed brokerage arrangements. Securities transactions are executed by brokers selected by White Hat in its discretion and without the consent of the Clients or Fund Investors. White Hat may enter into directed brokerage arrangements only in its discretion. B.

Aggregating Trading for Multiple Client Accounts

White Hat may (but is not required to) combine orders on behalf of one Client account with orders for other Client accounts for which it or its principals have trading authority, or in which it or its principals have an economic interest. When it does, White Hat will generally allocate the securities or proceeds arising out of those transactions (and the related transaction expenses) on an average price basis among the various participants. White Hat believes combining orders in this way will, over time, be advantageous to all participants. However, the average price could be less advantageous to a Client than if that Client had been the only account effecting the transaction or had completed its transaction before the other participants. Because of White Hat’s relationship to the Clients it manages by virtue of its

position as an investment manager, there may be circumstances in which transactions for those entities may not, under certain laws, regulations and internal policies, be combined with those of some of White Hat’s and its affiliates’ other Clients, which may result in less advantageous execution for those Clients. White Hat may place orders for the same security for different Clients at different times and in different relative amounts due to differences in investment objectives, cash availability, size of order and practicability of participating in “block” transactions. The level of participation by different Clients in the same security may also be dependent upon other factors relating to the suitability of the security for the particular Client.

In addition, White Hat and/or its related persons or Clients may buy or sell specific securities for its or their own account that are not deemed appropriate for Client accounts at the time, based on personal investment considerations that differ from the considerations on which decisions as to investments in client accounts are made. Where execution opportunities for a particular security are limited, White Hat attempts in good faith to allocate such opportunities among Clients in a manner that, over time, is equitable to all clients.

Each Fund’s Investors receive written reports regarding the relevant Fund’s activities as provided for in the Governing Documents of the Funds, including quarterly unaudited reports of each Fund’s performance for the prior calendar quarter. What Hat uses its commercially reasonable efforts to also provide Investors with annual audited financial statements for the Funds within 120 days of the Funds’ fiscal year end.

Although many proxy proposals can be voted in accordance with White Hat’s proxy voting guidelines, some proposals will require special consideration, and White Hat will make a decision on a case-by-case basis in these situations.

Where a proxy proposal raises a material conflict between White Hat’s interests and the interests of the Clients, White Hat will seek to resolve the conflict in the best interest of the Clients. Clients may obtain a copy of White Hat’s complete proxy voting policies and procedures upon request. Clients may also obtain information from White Hat about how White Hat voted any proxies on behalf of their account(s).