Olp Capital Management Limited: investment adviser

In its capacity as General Partner, OceanLink has full discretionary authority and exclusive responsibility for the investments, management and control of the Partnership, including all purchases and sales of securities, the admission of additional partners and the acceptance of additional capital from existing partners. The Partnership is managed according to the terms and investment objectives set forth in the Partnership’s Confidential Private Placement Memorandum and other governing documents applicable to the Partnership and provided to investors. Investors reviewing this Brochure should not construe this as an offer to sell or a solicitation of an offer to buy any securities of the Partnership. Any offer or solicitation of interests will be made pursuant to the delivery of a Confidential Private Placement Memorandum for the Partnership, which should be read carefully prior to investing for a further description of the merits and risks of such an investment.

OceanLink also provides investment management services to a SMA. OceanLink requires an investment management agreement be executed for each client detailing its investment authority over the account and any investment guidelines and restrictions. Investment decisions for these accounts will be made in accordance with the SMA client’s investment management agreement. In general, SMA clients are large institutions and OceanLink will have full discretionary authority. In general, OceanLink manages SMA client portfolios on a “pari-passu” basis to the Partnership strategy, meaning that they are managed together and in the same style. However, OceanLink will work with clients to accommodate specific restrictions. As of February 28, 2021, OceanLink had approximately $1,228,075,195 in regulatory assets under management, managed on a discretionary basis.

Partnership management fees will be prorated in the event that additional capital contributions are made on a date other than the start of a calendar quarter or if the Partnership ends on a date other than the last day of a calendar quarter. OceanLink waives management fees for employees, their families and affiliates of the firm. OceanLink reserves the right to negotiate fees with investors in the Partnership when appropriate, typically in the form of a side letter, which is permitted in accordance with the Partnership’s offering documents. Management fees for SMA clients are negotiated on a case by case basis and are outlined in the investment management agreements with each SMA client. Currently, the management fee charged to the SMA is a blended annual rate between 0.25% and 1.0% based on overall fee paying assets under management. Management fees are billed on a quarterly basis in arrears and deducted from the SMA client’s account. OceanLink reserves the right to negotiate fees when appropriate. The management fee will be prorated in the event of a withdrawal or the termination of the investment management agreement on a date other than the last day of a quarter. Other Fees and Expenses SMA clients should understand that the different fees discussed above are specific to what OceanLink charges and do not include certain charges imposed by third parties such as custodial fees, mutual fund fees and other expenses. Client assets may be subject to transaction fees, brokerage fees and commissions and other fees and taxes on brokerage accounts and securities transactions. Clients should

understand that all custodial fees and any other charges, fees and commissions incurred in connection with transactions for an SMA client’s account are generally paid out of the assets in the account and are in addition to the management fees charged by OceanLink. Certain SMA clients reimburse OceanLink for all organizational and operating expenses directly related to their account. Clients should review the fees charged to their account(s) to fully understand the total amount of all fees charged. Clients should understand that lower management fees for comparable services may be available from other investment advisory firms.

Organizational and offering expenses for the Partnership will be paid by the Partnership. The Partnership will also pay all of its own direct operating and investment expenses, including trading costs, lenders’ charges, taxes, fees of the general partner, legal, administration, audit and accounting expenses, banking expenses, tax preparation fees, regulatory filing fees and custodial fees.

Conflicts Related to Performance Allocations OceanLink recognizes that performance allocation fee arrangements create an incentive to recommend investments which can be riskier or more speculative than those which would be recommended under a different fee structure. The firm also recognizes that such fee arrangements create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities and that such fee arrangements create an incentive to favor accounts for which the Principals have a personal capital investment. In order to address these potential conflicts, OceanLink has developed policies and procedures for treating clients in a fair and equitable manner. Policies and procedures require that investment decisions be made based on the best interests of clients, without consideration of OceanLink or its employees’ interests. Specifically, OceanLink has adopted a written policy pursuant to which it seeks to allocate investment opportunities and specific trades among the Partnership and SMA clients in a fair and equitable manner, bearing in mind, among other things, the size, investment objectives, risk tolerance, return targets, diversification considerations and liquidity needs of each client. Final allocation decisions are under the purview of OceanLink. See Item 12 Brokerage Practices for additional details.

OceanLink offers its services to SMA clients, currently a pooled investment vehicle. The required investment amounts for SMA clients are negotiated and may differ substantially.

Investment portfolios typically are heavily concentrated and hold approximately 20 positions. OceanLink has established short positions from time to time with respect to equity securities viewed to be overvalued. Subject to limitations and on an infrequent basis, borrowing through margin lending agreements is also employed. B. Certain Risks Relating to Investment Strategy All investing involves the risk of loss and the investment strategy offered by OceanLink could lose money over short or long periods. Below is a description of risks entailed in OceanLink’s investment strategy that a client and/or an investor should consider prior to making an investment with OceanLink. The list is not intended to be a complete list of all relevant risks. For investors in the Partnership, please review the Confidential Private Placement Memorandum for a complete list of risks. Foreign Investment Considerations Special risks associated with securities of foreign companies add to the complexity and usual risks inherent in domestic investments. Such special risks include fluctuations in foreign exchange,

political or economic instability in the country of issue and the possible imposition of exchange controls or other laws or restrictions. In addition, securities’ prices in foreign markets are generally subject to different economic, financial, political and social factors than are the prices of securities in U.S. markets. With respect to some foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on liquidity of securities or political or economic developments. Moreover, less information may be publicly available concerning certain of the foreign issuers of securities than is available concerning U.S. companies. Foreign companies are also generally not subject to uniform accounting, auditing and financial reporting standards or to practices and requirements comparable to those applicable to U.S. companies. Trading foreign investments may be particularly difficult depending on the foreign jurisdiction. Small Cap Issuers At any given time, OceanLink can have significant investments in smaller-to-medium sized companies of a less seasoned nature. Securities of such issuers often involve significantly greater risks than the securities of larger, better-known companies due to reliance on one or a few product lines, limited capital resources, lack of management depth and other factors. Smaller cap companies can have limited liquidity, making it difficult for a client to move in or out of the issuer. Emerging Markets Some of the countries in which the issuers of securities in which we invest include “emerging markets,” many of which have experienced political, economic and/or social instability. Many emerging market countries have also experienced dramatic swings in the value of their national currency. There can be no assurance given that such instability or such fluctuations will not occur in the future and, if they do occur, that they will not have a material adverse effect on the client performance. The laws and regulations in some of the countries in which we invest are subject to frequent changes driven by the economic, social and political instability. The legal systems in certain countries may be transitional and the laws regulating securities transactions, protection of investors and ensuring market discipline, which are customary in countries with developed securities markets, may not be available. Where the legal and regulatory framework is in place, the enforcement may be inadequate or insufficient when compared with the United States. Some of the countries where we invest may not recognize regulation by the exchanges and selfregulatory organizations as law that can be enforced through the judiciary or by means otherwise available to the investors in developed markets. Some of the countries where we invest currently or in the future have or may in the future have introduced foreign exchange control regulations, which can limit the ability of the account to repatriate the dividends, interest or other income from the investments or the proceeds from sale of securities.

Risks associated with the investments in the emerging markets, including, but not limited to, the risks described above, could adversely affect the performance of clients and result in substantial losses. Foreign Currency Transactions and Exchange Rate Risk Some investments are denominated in non-U.S. currencies and in other financial instruments, the price of which is determined with reference to such currencies. To the extent unhedged, the value of an account’s net assets is subject to fluctuations in exchange rates as well as with price changes of the account’s investments in the various local markets and currencies. Forward currency contracts and options may be utilized to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be available or, even if undertaken, effective. Highly Volatile Markets Price movements of forward contracts and other derivative contracts are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments and interest rate-related options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Concentration of Investments Client accounts hold a relatively small number of securities positions, each representing a relatively large portion of the account’s capital. Portfolios will be heavily concentrated with the top positions possibly representing a majority of the portfolio. Losses incurred in these positions could have a material adverse on an account’s overall financial condition and the account will be dependent upon the success of a limited number of investments. Short Sales We may engage in short sales by selling securities that the account does not own at the time of sale. By doing so, the account will become obligated to purchase and deliver securities against the short position. Short sales theoretically involve unlimited loss potential, if the market price of securities sold short continuously increases. The availability of shares to borrow to execute a short can change quite dramatically and quickly. This presents a risk not faced with long positions. Dramatic changes in the availability of borrowed securities for shorting is an event not typically addressable through fundamental security analysis. Short squeezes or short covering rallies can be quite detrimental to overall profits. Private Investments in Public Equities (PIPE) PIPE transactions typically involve the purchase of securities directly from a publicly traded company or its affiliates in a private placement transaction, generally at a discount to the market

price of the company’s common stock. Equity issued in this manner is often subject to transfer restrictions and is therefore less liquid than equity issued through a registered public offering. In a PIPE transaction, a client may bear the price risk from the time of pricing until the time of closing. OceanLink may be subject to lock-up agreements that prohibit transfers for a fixed period of time. In addition, because the sale of the securities in a PIPE transaction is not registered under the 1933 Act, the securities are “restricted” and cannot be immediately resold by the investors into the public markets. Accordingly, PIPE securities may be deemed illiquid. General Derivative Considerations The use of derivatives involves risks different from, or possibly greater than, the risks associated with investing directly in securities or more traditional investments, depending upon the characteristics of the particular derivative and the account’s portfolio as a whole. Derivatives entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the account’s performance. Because derivatives are bi-lateral contracts, these investments include counter-party risk in addition to the risks associated with the underlying investment. Leverage OceanLink uses leverage in the course of managing client portfolios. While the use of leverage can substantially improve the return on invested capital, such use also increases the losses to which the portfolio is subject. Borrowings will usually be from securities brokers and dealers and will typically be secured by the client’s securities and other assets. Under certain circumstances, a broker-dealer will demand an increase in the collateral that secures the client’s obligations and if the client were unable to provide additional collateral, the broker-dealer could liquidate assets held in the account to satisfy the account’s obligations to the broker-dealer. Liquidation in that manner could have adverse consequences. In addition, the amount of the client’s borrowings and the interest rates on those borrowings, which will fluctuate, has a significant effect on the client’s profitability. Non-Transferability of Interests; Limited Withdrawal Rights The Partnership agreements contain significant restrictions on the transferability of the Interests. Interests are not ordinarily transferable except with the prior written consent of the OceanLink. The grant or denial of such consent is in OceanLink’s sole discretion. Subject to the lock-up and the gate described in relevant agreements, investors have the right to liquidate all or any part of their Interests by withdrawing capital from the Partnership only on a limited basis (i.e., quarterly). Material Inside Information Clients should be aware that if OceanLink comes into possession of material inside information of an issuer, it will be unable to trade securities issued by such issuer for all accounts under management until the information is made public.

Cybersecurity As the use of the internet and other technologies has become more prevalent in the course of business, OceanLink has become more susceptible to operational and financial risks associated with cyber security. Cyber security incidents can result from intentional attacks, such as obtaining unauthorized access to information systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or information, corrupting data or inciting operational disruptions. Cyber security incidents can also result from unintentional events, such as the inadvertent release of sensitive information. Any such incident with respect to OceanLink or any of its service providers may affect business operations, potentially resulting in financial losses, privacy violations, transaction disruptions, legal and regulatory infractions and fines, reputational damage and compensation and/or additional compliance costs. There is no guarantee that any measures designed to reduce the risks associated with cyber security incidents will be effective, particularly since OceanLink does not directly control the cyber security defenses or plans of their service providers, financial intermediaries or the companies with which they do business

an employee already holds a security held by an OceanLink client, they will not be required to sell it, but will not be permitted to sell such security without pre-approval from the Chief Compliance Officer. Employees are required to provide periodic reporting to the Chief Compliance Officer on their personal securities accounts and transactions. Restrictions on personal securities trading apply to employees and any accounts in which they have beneficial ownership, beneficial interest or investment discretion. A copy of OceanLink’s Code of Ethics is available upon request by contacting OceanLink at the address or telephone number listed on the first page of this brochure.

However, the General Partner determines in good faith that the amount of each such commission paid to a broker is reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of either the particular transaction to which the commission relates or the General Partner’s overall responsibilities with respect to accounts as to which the General Partner exercises investment discretion. OceanLink does not currently participate in any formal soft dollar arrangements and does not compensate any broker/dealer or custodian for referring clients. OceanLink’s selection of a broker or dealer for transactions takes into account such relevant factors as (i) price, (ii) the broker’s or dealer’s facilities, reliability and financial responsibility, (iii) when relevant, the ability of the broker to effect securities transactions, particularly with regard to such aspects as timing, order size and execution of the order and (iv) the broker’s or dealer’s recordkeeping capabilities. In some instances, SMA clients will direct OceanLink to transact through a specific broker/dealer. In such circumstances, the client is responsible for negotiating the terms and arrangements for their account with that broker/dealer. OceanLink will not seek better execution services or prices from other broker/dealers or be able to aggregate the client’s transactions (unless via a “step-out” trade), for execution through other broker/dealers, with orders for other accounts advised or managed by OceanLink. As a result, OceanLink may not obtain best execution on behalf of such client, who may pay materially disparate commissions, greater spreads or other transaction costs, or receive less favorable net prices on transactions for the account than would otherwise be the case. Orders for the same security entered on behalf of more than one client will generally be aggregated (i.e., blocked or bunched) provided that aggregation is in the best interests of all participating clients.

All clients participating in each aggregated order will receive the average price and subject to minimum ticket charges, pay a pro-rata portion of commissions. While OceanLink maintains authority to select the executing broker for the Partnership, certain SMA clients request that trades be directed to a particular broker-dealer. Because of these requirements, OceanLink currently utilizes a rotational method so that over time no single account has been treated more favorably than any other account. A rotation schedule will be maintained to ensure that trades will be directed to a different broker first to ensure the fair and equitable treatment of all clients.

Each proxy voted outside of management recommendations is examined to determine if there are any material conflicts of interest related to the proxy in question. If OceanLink detects a material conflict of interest in connection with a proxy solicitation, the conflict is documented and reviewed by the Chief Compliance Officer. One or more of the following methods may be used to resolve the conflict: • • • • •

Voting in accordance with the recommendation of another independent third party/fiduciary; Disclosing the conflict to the client and obtaining consent before voting; Suggesting the client engage another party to vote the proxy on its behalf; In the case of a conflict of interest resulting from a particular employee’s personal relationships, removing such employee from the decision-making process with respect to such proxy vote; or Any other method as is deemed appropriate under the particular facts and circumstances, given the nature of the conflict.

All proxies that OceanLink receives will be treated in accordance its proxy voting policy. A copy of OceanLink’s proxy voting policies and procedures, as well as specific information about how OceanLink has voted in the past, is available by contacting OceanLink at the addresses or telephone number on the front page of this brochure.