Flat Footed LLC: investment adviser

Specialization The investments of each Fund are managed in accordance with the investment objectives, strategies and guidelines applicable to such Fund and are not tailored to any particular investor in the Fund (an “Investor”). The Adviser does not provide individualized investment advice to such Investors with respect to their investment in the Fund; therefore, Investors should consider whether a particular Fund meets their investment objectives, risk tolerance, and financial situation.

In addition, the Adviser may enter into arrangements with certain Clients (or underlying Investors) that may in each case provide for terms of investment that are more favorable to the terms provided to other Clients (or underlying Investors). Such terms may include the waiver or reduction of management and/or incentive fees, the provision of additional information or reports, more favorable transfer rights, and more favorable liquidity rights. Advisory Services to Sub-Advisory Accounts

When applicable, investments for Sub-Advisory account Clients, whether separately managed accounts or fund of one accounts, are managed in accordance with the Clients’ investment objectives, strategies, restrictions and guidelines as set forth in the documents governing the Adviser’s relationship with such Clients or as otherwise communicated to the Adviser by the Clients. Depending on the nature of the relationship, these services may be offered on a discretionary or non‐ discretionary basis and may include the investment and reinvestment of securities, cash and cash equivalents, futures and options held in a Client’s account. If a Client wishes to impose certain restrictions on investing in certain securities or types of securities or is prohibited by applicable law from investing in such securities or types of securities, the Adviser will address those requests on a case‐by‐case basis. Wrap Fee Programs

The Adviser does not participate in wrap fee programs.

Regulatory Assets Under Management As of December 31, 2025, the Adviser manages approximately $2,059,500,000 on a discretionary basis and $0 on a non‐ discretionary basis.

Fees paid to the Adviser are exclusive of all custodial and transaction costs paid to the Client’s custodian, brokers or other third-party consultants. Please see Item 12 – Brokerage Practices for additional information. Fees paid to the Adviser are also separate and distinct from the fees and expenses charged by mutual funds, exchange traded funds (“ETFs”) or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund’s or pool’s prospectus or offering materials). Each Client (and each Investor) should review all fees charged by funds, brokers, the Adviser and others to fully understand the total amount of fees paid by the Client (and each Investor) for investment and financial‐related services. The Adviser may, at its discretion, make exceptions to the foregoing or negotiate special fee arrangements where the Adviser deems it appropriate under the circumstances.

The Adviser currently advises nine Funds, FF Hybrid LP (the “FF Hybrid Fund”), GP Recovery Fund LLC (the “Recovery Fund”), Flat Footed Series LLC – Fund 1 (the “FF Series Fund 1”), Flat Footed Series LLC – Fund 2 (the “FF Series Fund 2”), Flat Footed Series LLC – Fund 3, (the “FF Series Fund 3”) Flat Footed Series LLC – Fund 4 (the “FF Series Fund 4”), Flat Footed Series LLC – Fund 5 (the “FF Series Fund 5”) (collectively the “FF Funds”), FF Disposal LLC (the “FF Disposal Fund”), and Solar Funding Group, LLC (“Solar”). Either the Adviser or the Client may terminate their investment advisory agreement at any time, subject to any written notice requirements in such agreement. In the event of termination in accordance with its terms, any paid but unearned fees will be promptly refunded to the Client based on the number of days that the account was managed, and any fees due to the Adviser from the Client will generally be invoiced or deducted from the Client’s account prior to termination.

The FF Funds generally pays the Adviser an annualized management fee of 0.50%-1.25% (0.125%0.3125% per quarter) as further described in the FF Funds’ offering documents (the “FF Management Fee”). The FF Management Fee is paid quarterly in advance and will be prorated for any partial quarterly period. The FF Management Fee is deducted from the FF Funds. The FF Management Fee paid by the FF Funds are indirectly borne by the Investors in the FF Funds. Generally, the FF Funds pay the FF Management Fee on the aggregate invested capital attributable to each Investor (subject to certain exclusions detailed in the FF Funds’ offering documents), calculated quarterly in advance. The FF Management Fee is generally subject to waiver or reduction by the Adviser in its sole discretion, including in connection with investments made by the FF Funds’ General Partner or its related persons. FF Disposal does not charge a management fee for the 1st two years and then pays to the Adviser an annualized management fee of 1% (0.25% per quarter) for years 3-5 of the investment period. Solar does not pay the Adviser a management fee.

In addition, the FF Funds, including FF Disposal and Solar, are also responsible for certain of their operating expenses including, without limitation, legal, compliance, accounting (including third-party accounting services), tax, auditing, and administrative fees, as outlined in their offering documents. The FF Funds are also responsible for brokerage commissions and custodial fees paid to third parties.

In the event of a termination of the FF Funds’, including FF Disposal and Solar, investment advisory agreement, fees will be prorated. Any paid but unearned fees will be promptly refunded to the Funds, and any fees due to the Adviser from the Funds will be invoiced or deducted from the Funds prior to termination.

The Adviser and its supervised persons do not receive a brokerage commission or any other compensation attributable to the sale of securities or investment products.

For Investors in FF Disposal, the adviser (and/or an entity designated by the Adviser) will receive 10% carried interest after distributions to members equal 100% of their initial investment plus a 5% internal rate of return. The Investors in Solar do not pay a performance-based fee. The Adviser, in its sole discretion, may waive or reduce any incentive allocation, carried interest or other incentive fee with regard to Investors that are employees or affiliates of the Adviser or relatives of such persons or for other Investors such as large or strategic Investors.

Notwithstanding the foregoing, the Adviser or its affiliates may negotiate or set any incentive allocation, carried interest or other incentive fees or other terms different from the foregoing with respect to a Fund, Sub-Advisory Client or any other Client the Adviser provides management services in the future.

Additionally, the Adviser manages accounts that are charged a performance‐based fee and accounts that are charged another type of fee, such as an hourly or flat fee or account‐based fee. Performance‐ based fees for the Adviser may be up to 15% of the profits generated in the Client’s account. Because the Clients may have different fee structures, a conflict of interest exists where the Adviser must allocate any limited investment opportunities among the Clients and may have an incentive to allocate to (a) a Client with a performance‐based fee structure over Clients that are not charged a performance‐ based fee, and (b) Clients from which the Adviser will receive a greater performance‐ based fee over Clients with a less performance‐based fee. Another potential conflict may arise if the Adviser manages the accounts of its principals and employees on a side‐by‐side basis with third party Clients. The Adviser generally addresses the foregoing conflicts by allocating investment opportunities among those Clients for which participation in the investment opportunity is considered appropriate in a fair and equitable manner, taking into account, among other considerations, whether the risk‐ return profile of the proposed investment is consistent with the

Client’s objectives and the liquidity requirements of the Client. Such considerations may result in allocations on other than a pari passu basis.

Generally, the minimum investment requirement for the FF Hybrid Fund, FF Series Fund 3, FF Series Fund 4, and FF Series Fund 5 is $1,000,000 and for the FF Series Fund 2, is $100,000. The minimum investment for the Recovery Fund, FF Disposal Fund and FF Series Fund 1, and Solar is at the discretion of the general partner. The General Partner of FF Hybrid Fund or the managing member of FF Series Fund 2, and PUP Fund, in its sole discretion, may permit investments that are less than the required minimum investment commitment (or require a different amount), as set forth in the offering and other governing documents of the respective Funds. Minimum account sizes for other Client accounts vary depending on the type of investment advisory services to be performed and in certain circumstances may be negotiable. Separate Client account investment advisory services are generally available to individuals and institutional accounts with a minimum account size at the discretion of the Adviser. The Adviser may allow certain Investors to invest in a Fund on different business terms than other Investors. For example, a Fund may agree to provide certain Investors additional or different information from the information made available to the other Investors in a Fund. The Adviser also may agree to provide certain Investors with a fee arrangement that differs in structure and amount from that generally available to other Investors in the Fund. In determining whether to allow an Investor to participate in a Fund on different business terms, the Adviser may consider a number of different factors including, but not limited to, the Adviser’s belief about whether the different terms will adversely affect the other Investors in a Fund considered as a group; such Investor’s objectives in requesting or accepting such terms; whether such Investor is under legal, regulatory or “best practices” obligations to request such terms; and/or whether granting such terms is in any respect inconsistent with representations made by a Fund or the Adviser to Investors.

The Adviser’s strategic approach is to invest each portfolio in accordance with the investment plan that has been developed specifically for each Client or Fund. The Adviser has historically focused on a select few, heavily researched, high conviction ideas. The Adviser views this model as a superior way to invest as compared to managing an evergreen portfolio of 30‐40 names. In addition, the Adviser believes this helps avoid the need to always be invested, regardless of the quality of the opportunity set.

The Funds

The FF Hybrid Fund and Recovery Fund

The Adviser’s current investment strategy for the FF Hybrid Fund is generally to invest substantially all of its assets in a mix of special situation equity, credit, and related securities. The Adviser intends to focus its investment program on asset-based and asset-heavy industries. One investment objective of the Partnership is to capitalize on earnings deterioration of distribution companies. To achieve its objective, the Adviser expects primarily to take short positions in publicly traded equity securities on behalf of the FF Hybrid Fund. The Adviser will use a disciplined, value‐oriented approach to identify securities whose market values differ materially from their fundamental worth. The Adviser believes that a compelling portfolio of investments can be created by building short positions in overvalued businesses with declining fundamentals and deteriorating competitive positions, in particular, businesses in the distribution sector.

The Adviser expects to take short positions in publicly traded equity securities, but may also invest in total return swaps, listed or custom equity put options, short positions in corporate bonds, or reasonably related equity, credit or other financial instruments, some of which may substitute for, add to, complement or hedge short positions. In addition to the leverage that is inherent in a short sale, swap, option or similar financial instrument, the FF Hybrid Fund may enter into securities transactions on margin in order to employ additional leverage when it deems such action to be appropriate, although it has not done so to date. Rather than entering into short sales directly, the FF Hybrid Fund may enter into swap transactions that provide comparable exposure.

Another investment objective of the FF Hybrid Fund is to capitalize on distortions and dislocations in securities of asset-heavy companies with complex capital structures, particularly those that may be overlooked because they are time consuming to research. To achieve this objective, the FF Hybrid Fund expects primarily to take long positions in publicly traded special situation equity securities and readily traded credit securities. The FF Disposal Fund

The purpose of FF Disposal is to serve as a fund through which the assets of its investors may be utilized to make one or more investments in the securities of a portfolio company, which investment(s) will be made through a special purpose vehicle. The FF Series Fund 1

FF Series Fund 1 investments will be in asset-heavy businesses with multi-tiered or complex capital structures.

The Investment Manager expects to invest in a mix of stressed high yield bonds, dislocated term loans, and related income generating securities, such as listed preferred stocks. The FF Series Fund 2, FF Series Fund 3, FF Series Fund 4, FF Series Fund 5

FF Series Fund 2, FF Series Fund 3, FF Series Fund 4, and FF Series Fund 5 were formed to invest in the dislocated credit and equity securities of, each, a single issuer, which the Adviser believes to be an attractive opportunity due to its potential for delivering asymmetric returns, and to take any and all actions necessary, appropriate, desirable, incidental or convenient to or for the furtherance or accomplishment of the above purposes. The Solar Fund

The Solar Fund was formed to make direct and indirect investments(s) in a portfolio company and to take any and all actions necessary, appropriate, desirable, incidental or convenient to or for the furtherance or accomplishment of the above purpose. Designated Investments Although it has no intention of doing so at the current time, and may never do so, for purposes of flexibility, the FF Hybrid Fund has given itself the right to allocate up to ten percent (10%) of its partners’ or members’ capital into related, exceptional, less-liquid investment opportunities (“Designated Investments”) that may arise, or that it may discover under its normal course of business.

Risk of Loss While the Adviser generally seeks to diversify Clients’ investment portfolios [(except as described above with respect to the Funds)/and the Fund’s investments] across various asset classes in an effort to reduce the risk of loss, all investment portfolios are subject to risks. Accordingly, there can be no assurance that Client investment portfolios or the Fund will be able to fully meet their investment objectives and goals, or that investments will not lose money. Below is a description of several of the principal risks that Client investment portfolios and the Funds face. However, each prospective Investor and Client should carefully review the applicable offering and other governing documents before deciding to invest with the Adviser.

Management Risks. While the Adviser manages Client investment portfolios and the Funds based on the Adviser’s experience, research and proprietary methods, the value of Client’s investment portfolios and the Funds will change daily based on the performance of the underlying securities in which they are invested. Accordingly, Client’s investment portfolios and the Funds are subject to the risk that the Adviser allocates assets to asset classes that are adversely affected by unanticipated market movements and the risk that the Adviser’s specific investment choices could underperform their relevant indexes. Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, pandemics, political and diplomatic events and trends, and tax laws may adversely affect the business prospects or perceived prospects of companies. While the Adviser performs due diligence on the companies in whose securities it invests, economic conditions are not within the control of the Adviser and no assurances can be given that the Adviser will anticipate adverse developments.

Pandemics. The impact of epidemics and pandemics could greatly affect the economies of many nations including the United States, individual companies, and the market(s). Pandemics may cause

extreme volatility and disruption in both the U.S. and global markets causing uncertainty and risks to economic growth, etc. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social, and economic risks in certain countries and globally. Also, pandemics may result, as this outbreak of coronavirus has resulted, in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellation of travel, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Effects of Health Crises and Other Catastrophic Events. Health Crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect of the Funds’ investments and the Adviser’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods or business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for Fund portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Adviser and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Potential Use of Shareholder Activism. The Clients may attempt to build strong relationships with company management. In certain cases, the Partnership’s attempts to influence a company's management may result in the Clients taking or being granted a seat or seats on a company's board of directors. In this case, there exists the risk that the Clients will be restricted in transacting in or redeeming its investment in that company as a result of, among other things, legal restrictions on transactions by company directors or affiliates. Because there is substantial uncertainty concerning the outcome of transactions involving the target companies in which the Clients may invest, there exists a potential risk of loss by the Clients of its entire investment in such situations.

Moreover, as a result of the potential employment of shareholder or creditor activism as Client strategy and the possibility that the Clients may participate in or otherwise engage in restructuring or similar activities, it is possible that the Clients may become involved in litigation (as either plaintiff or defendant), pursue proxy solicitations or oppose shareholder votes, and/or engage public relations firms to assist in such endeavors. Litigation and proxy solicitations, or opposition thereof, entail potentially significant expense and the possibility of counterclaims against the Clients. Ultimately, judgments may be rendered against the Clients for which the Clients may not carry insurance. Risks Related to Alternative Investment Vehicles. From time to time and as appropriate, the Adviser may invest a portion of a Client’s portfolio or the Funds in alternative vehicles. The value of Client investment portfolios or the Funds will be based in part on the value of alternative investment vehicles in which they are invested, the success of each of which will depend heavily upon the efforts of their respective managers. When the investment objectives and strategies of a manager are out of favor in the market or a manager makes unsuccessful investment decisions, the alternative investment vehicles managed by the manager may lose money. A Client account or the Funds may lose a substantial percentage of its value if the investment objectives and strategies of many or most of the alternative investment vehicles in which it is invested are out of favor at the same time, or many or most of the managers make unsuccessful investment decisions at the same time.

Equity Market Risks. The Adviser will generally invest portions of Client assets and the Funds directly into equity investments, primarily stocks, or into pooled investment funds that invest in the stock

market. As noted above, while pooled investment funds have diversified portfolios that may make them less risky than investments in individual securities, pooled investment funds that invest in stocks and other equity securities are nevertheless subject to the risks of the stock market. These risks include, without limitation, the risks that stock values will decline due to daily fluctuations in the markets, and that stock values will decline over longer periods (e.g., bear markets) due to general market declines in the stock prices for all companies, regardless of any individual security’s prospects.

Fixed Income Risks. The Adviser may invest portions of Client assets or the Funds directly into fixed income instruments, such as bonds and notes, or may invest in pooled investment funds that invest in bonds and notes. While investing in fixed income instruments, either directly or through pooled investment funds, is generally less volatile than investing in stock (equity) markets, fixed income investments nevertheless are subject to risks. These risks include, without limitation, interest rate risks (risks that changes in interest rates will devalue the investments), credit risks (risks of default by borrowers), or maturity risk (risks that bonds or notes will change the value from the time of issuance to maturity).

Short Sales. The Adviser, on behalf of its Clients or the Funds, may from time to time sell securities short in anticipation of the realization of a gain if the securities sold short should decline in market value. A short sale is affected by selling a security that the Client does not own or selling a security which the Client owns, but that it does not deliver upon consummation of the sale. In order to make delivery to the buyer of a security sold short, the Client must borrow the security. In so doing, it incurs the obligation to replace that security, whatever its price may be, at the time it is required to deliver it to the lender. The Client must also pay to the lender of the security any dividends or interest payable on the security during the borrowing period and may have to pay a premium to borrow the security. This obligation must, unless the Client then owns or has the right to obtain, without payment, securities identical to those sold short, be collateralized by a deposit of cash and/or marketable securities with the lender. A short sale of a security involves the risk of a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position and a theoretically unlimited loss to the Client.

Lack of Diversification. Client accounts or the Funds may not have a diversified portfolio of investments at any given time, and a substantial loss with respect to any particular investment in an undiversified portfolio will have a substantial negative impact on the aggregate value of the portfolio. Leverage. The Funds may allow the Adviser or one of its affiliates to borrow money on behalf of the Funds and to invest the proceeds thereof for the Fund’s investment portfolio. While the use of leverage may increase potential gains, the Funds would also be subject to greater risk of loss in the event that investments acquired with borrowed money decline in value.

Options Transactions. The purchase or sale of an option involves the payment or receipt of a premium payment by the investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security or other instrument for a specific price at a certain time or during a certain period. Purchasing options involve the risk that the underlying instrument does not change the price in the manner expected so that either the option expires worthless and the investor loses its entire investment in the option, or the option is later sold at a substantial loss. Although an option buyer’s risk is generally limited to the cost of its purchase of the option, an investment in an option may be subject to greater fluctuation than an investment in underlying stocks. The risk for a writer of a put option is that the price of underlying stocks may fall below the exercise price. Over‐ the‐counter options also involve counterparty solvency risk.

Foreign Currency Risk. Currency risk is the risk that the fair value of an investment will fluctuate because of changes in foreign exchange rates. Investments that are denominated in non-U.S. currency are subject to the risk that the value of a particular currency will change in relation to one or more other currencies. Among the factors that may affect currency values are trade balances, the level of short-term interest rates, differences in relative values of similar assets in difference currencies, longterm opportunities for investment and capital appreciation, and political developments. Swap Agreements and Contracts for Differences. Swap contracts are two‐party contracts entered into primarily by institutional investors for periods ranging from a few weeks to a number of years. Under a typical swap, one party may agree to pay a fixed rate or a floating rate determined by reference to a specified instrument, rate, or index, multiplied in each case by a specified amount (“notional amount”), while the other party agrees to pay an amount equal to a different floating rate multiplied by the same notional amount. The Adviser may enter into swaps.

Under current law, “swaps” (as defined in Section 1.3 of the Commodity Exchange Act (the “CEA”) and applicable regulations) are regulated by the U.S. Commodity Futures Trading Commission, while “security‐based swaps” (as defined in Section 1.3 of the CEA and applicable regulations) are regulated by the SEC. “Swaps” include, but are not limited to, certain foreign exchange and currency swaps, forwards and options, interest rate swaps and options, commodity swaps, and swaps referencing broad‐based securities indices. “Security‐based swaps” include, but are not limited to, swaps referencing single securities or narrow‐based securities indices.

Swaps are either subject to a bilateral agreement with a counterparty or are cleared through a central clearing organization. To the extent the Adviser invests in swaps, forwards, options and other “synthetic” or derivative instruments that are not cleared on a central exchange, counterparty exposures can develop, and the Adviser takes the risk of nonperformance by the other party on the contract. Swaps, forwards, futures, options and other “synthetic” or derivative instruments that are cleared by a central clearing organization, which generally are supported by guarantees of the clearing organization’s members, daily marking‐to‐market and settlement, and segregation and minimum capital requirements applicable to intermediaries, are subject to different risks, including the creditworthiness of the central clearing organization and its members. The regulation of derivatives continues to evolve and regulatory developments in the future could restrict the Adviser’s ability to engage in swap transactions or increase the cost or uncertainty involved in such transactions.

Credit Risk. The Adviser cannot control, and Clients are exposed to the risk that financial intermediaries or security issuers may experience adverse economic consequences that may include impaired credit ratings, default, bankruptcy or insolvency, any of which may affect portfolio values or management. This risk applies to assets on deposit with any broker utilized by a Client, notwithstanding asset segregation and insurance requirements that are beneficial to Clients generally. In addition, exchange trading venues or trade settlement and clearing intermediaries could experience adverse events that may temporarily or permanently limit trading or adversely affect the value of securities held by Clients. Finally, any issuer of securities may experience a credit event that could impair or erase the value of the issuer’s securities held by a Client.

Legislative and Tax Risk. Performance may directly or indirectly be affected by government legislation or regulation, which may include, but is not limited to: changes in investment adviser or securities trading regulation; change in the U.S. government’s guarantee of ultimate payment of principal and interest on certain government securities and changes in the tax code that could affect interest income, income characterization, and/or tax reporting obligations. In certain circumstances, a Client may incur taxable income on his or her investments without a cash distribution to pay the tax due.

Cybersecurity Risks. The Adviser and its service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from cyber‐attacks and hacking by other computer users, and to avoid the resulting damage and disruption of hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. In general, cyber‐attacks are deliberate, but unintentional events may have similar effects. Cyber‐attacks may cause losses to Clients by interfering with the processing of transactions, affecting the Adviser’s ability to calculate net asset value or impeding or sabotaging trading. Clients may also incur substantial costs as the result of a cybersecurity breach, including those associated with the forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, and the dissemination of confidential and proprietary information. Any such breach could expose the Adviser to civil liability as well as regulatory inquiry and/or action. In addition, Clients could be exposed to additional losses as a result of unauthorized use of their personal information. While we have established business continuity plans, incident response plans and systems designed to prevent cyber‐attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Similar types of cybersecurity risks also are present for issuers of securities in which we invest, which could result in material adverse consequences for such issuers and may cause a Client’s investment in such securities to lose value.

Potential Conflicts of Interest: The Adviser offers the right to participate, directly or indirectly, in investment opportunities available to the FF Hybrid and Recovery Funds, in whole or in part, to investors (including current or prospective investors), another Fund (including Flat Footed Series LLC), individuals, groups, partnerships, corporations and/or persons affiliated with the Adviser (including investment professionals (including the portfolio managers) and non-investment professionals). Allocations of such opportunities are made in the sole discretion of the Adviser. The eligibility parameters and offering terms applicable to any such investment opportunity (e.g. fees and/or performance-based compensation) will be established in the sole discretion of the Adviser. Co-investment opportunities are generally offered to a limited number of potential co-investors. The Adviser may consider a wide range of factor when offering co-investment opportunities including, but not limited to, (i) whether a potential co-investor expressed interest in being presented with coinvestment opportunities in connection with an investment (or prospective investment) in FF Hybrid or Recovery Funds or another Fund; (ii) whether the potential co-investor has the financial resources to provide the requisite capital in a timely manner; (iii) whether a potential co-investor has a history of participating in opportunities and/or the sophistication and experience to promptly diligence and respond to the co-investment opportunity; (iv) the size of a potential co-investor’s commitment (or potential commitment) to one or more clients of the Adviser and the overall strategic benefit to other Funds alongside which such co-investment may be made; (v) the legal or regulatory constraints to which the proposed investment is expected to give rise; (vi) an tax efficiencies or adverse tax consequences related to the proposed co-investment; and (vii) other facts or circumstances that the Adviser deems appropriate or relevant in their sole discretion. These factors will lead the Adviser to favor some co-investors over others with respect to the frequency with which such co-investors are offered co-investment opportunities.

From time to time, the FF Hybrid and Recovery Funds and/or other Funds may make an investment with the expectation of offering a portion of such investment as a co-investment opportunity as described above. However, if the Adviser is not successful in offering a co-investment opportunity to one or more potential co-investors, in whole or in part, the FF Hybrid and Recovery Funds and/or other Funds may consequently hold a greater concentration and have more exposure in the related investment opportunity.

Private Equity Risks. Private equity–related investments have a high degree of risk and often require long‐term commitment. A private equity fund typically makes a limited number of investments, resulting in a high degree of risk with respect to each investment. Upon disposition of an investment, a private equity fund may be required to make representations about the business and financial affairs of the disposed investment or may be responsible for the contents of disclosure documents under applicable securities laws. These arrangements may lead to contingent liabilities which might lead to losses.

Limitations of Disclosure. The foregoing list of risks does not purport to be a complete enumeration or explanation of the risks involved in investing in investments. As investment strategies develop and change over time, Clients may be subject to additional and different risk factors. No assurance can be made that profits will be achieved or that substantial losses will not be incurred.

In addition, as the Adviser manages multiple Clients, it may have conflicts of interest in allocating time and resources to such other Clients. As a result of the foregoing, the Adviser and its personnel may have conflicts of interest in allocating their time and activity between Clients, in allocating investments among Clients and other entities, and in effecting transactions between Clients and other entities, including ones in which the Adviser or its personnel may have a greater financial interest. To address these potential conflicts of interests in its material relationships, the Adviser has adopted policies and procedures, including a Code of Ethics (the “Code”) (as described in Item 11). Under the Code, in general, all personnel of the Adviser, including directors, officers, and employees of the Adviser, must put the interests of the Adviser’s Clients first and must act honestly and fairly in all respects in dealings with Clients. For a more detailed discussion of the Code and conflicts of interest policies, please see Item 11.

Next, the Code sets forth guidelines for professional standards for the Adviser’s associated persons (managers, officers, and employees). Under the Code’s Professional Standards, the Adviser expects its associated persons to put the interests of its Clients first, ahead of personal interests. In this regard, the Adviser’s associated persons are not to take inappropriate advantage of their positions in relation to the Adviser’s Clients. Third, the Code sets forth policies and procedures to monitor and review the personal trading activities of associated persons. The Adviser’s associated persons may not invest in the same securities recommended to Clients, except as provided below. The Code’s personal trading policies include procedures for limitations on personal securities transactions of associated persons, including generally disallowing trading by an associated person in any security any Client account trades or considers trading and the creation of a restricted securities list, reporting and review of personal trading activities and pre‐clearance of certain types of personal trading activities. These policies are designed to discourage and prohibit personal trading that would disadvantage Clients. The Code also provides for disciplinary action as appropriate for violations.

Participation or Interest in Client Transactions As outlined above, the Adviser has adopted procedures to protect Client interests when its associated persons invest in the same securities as those selected for or recommended to Clients. In the event of any identified potential trading conflicts of interest, the Adviser’s goal is to place Client interests first. While the Adviser infrequently transfers securities from one Client account to another Client account (each such transfer, a "Cross Trade"), the Adviser would only so do if the Adviser determined the Cross Trade was the in best interests of both Clients. Further the Adviser would seek to ensure that any such Cross Trade is consistent with the investment objectives and policies of each Client account involved in the trade and applicable law, as well as with the Adviser’s fiduciary duty and obligation to seek to obtain best execution for each Client.

To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Client by the Adviser or its personnel, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of Clients (and Investors therein) and approved or disapproved by (i) an advisory board comprised of representatives of such Clients (and Investors therein); (ii) independent members of a board of directors; or (iii) a committee consisting of one or more persons selected by the Adviser (or its affiliates), and any valuation approved by such a committee may, in the discretion of the committee, be determined by an independent third party that has appropriate experience in providing such valuations.

execution capability net price reliability and financial stability clearance and settlement size of the transaction difficulty of transaction general reputation custodial and other services provided by the broker/dealer that are expected to enhance general portfolio management capabilities, block trading coverage of a particular security research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis) availability of stocks to borrow short

Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision‐making process. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker‐dealer and other relevant parties such as custodians); trading software operated by a broker‐dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post-trade matching of trade information; and services required by the Securities and Exchange Commission or a self‐regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, the Adviser may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system, trade analytical software or proxy services). In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision‐ making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision‐making responsibilities will be paid through brokerage commissions generated by Client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Investment Manager from its own resources.

Research and brokerage services obtained by the use of commissions arising from the Client's portfolio transactions may be used by the Adviser in its other investment activities, and thus, a Client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research

or brokerage services provided.

Because many of those services could benefit the Adviser, it may have a conflict of interest in allocating Client brokerage business. In other words, the Adviser could have an incentive to execute Client transactions through a broker or dealer that provides valuable services or products and pay transaction commissions charged by that broker or dealer which may be higher than Adviser might otherwise be able to negotiate. The Adviser could also have an incentive to cause Clients to engage in more securities transactions that would otherwise be optimal in order to generate soft dollars with which to acquire research products and services.

Although the Adviser will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between the Adviser and its Clients.

In selecting brokers and negotiating commission rates, the Adviser will consider the financial stability and reputation of brokerage firms, and the research, brokerage or other services provided by such brokers. The Adviser may place transactions with a broker or dealer that refers potential Investors to the Funds advised by the Adviser (or an affiliate), if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker‐dealer in recognition of the referral of potential Investors.

When appropriate, the Adviser may, but is not required to, aggregate Client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will generally be allocated securities based on the average price achieved for such trades. More specifically, each Client that participates in an aggregated order will participate at the average share price for all of the Adviser’s transactions in that security or other instrument on a given business day and transaction costs will be shared pro rata based on each Client's participation in the transaction. No Client will be favored over any other Client as a result of such aggregation. Brokerage commission rates will not be reduced because of such aggregation. In some instances, average pricing may result in higher or lower execution prices than otherwise obtainable by a single Client. The Adviser believes that its aggregation policy is lawful and consistent with its duty to seek best execution for all its Clients. During the last fiscal year, the Adviser directed Client transactions to particular brokers based on each broker’s reputation, financial strength and stability, efficiency of execution and error resolution, the size of the transaction and the market for the security, and the comprehensiveness and frequency of available research services and products provided by the broker.

Morgan Stanley & Co, LLC. and BofA Securities, Inc. (the “Prime Brokers”) are the current Prime Brokers for the Adviser.

The Adviser’s authority may be subject to conditions imposed by a Client, examples of which may include: (i) where the Client restricts or prohibits transactions in a certain industry, issuer or security and/or (ii) where the Client directs that some or all account transactions be effected through specific brokers or dealers. In the latter case, the Client is responsible for negotiating the terms and conditions (including, but not limited to, commission rates) relating to all services to be provided by such brokers. The Adviser will assume no responsibility for obtaining the best prices or any particular

commission rates for transactions with or through any such broker for such Client’s account. A Client must recognize that it may not obtain rates as low as it might otherwise obtain if the Adviser had the discretion to select brokers or dealers other than those chosen by the Client. Any Client providing instructions to Adviser regarding the direction of brokerage transactions must notify Adviser in writing if the Client desires Adviser to cease executing transactions with or through any such broker or dealer.

Consistent with legal requirements under the Advisers Act, the Adviser enters into written agreements with Solicitors under which, among other things, Solicitors are required to disclose their compensation arrangements to prospective Clients before such Clients enter into an agreement with the Adviser. To address potential conflicts of interest, the Adviser generally requires Solicitors to provide details, or the Adviser provides details, of any referral fees relating to a particular potential Client or potential Investor to that Client or Investor at the time of any solicitation activities. Any compensation paid to such placement agents that the Adviser may engage, will not impact the fees paid by Investors in the Fund.

foreign financial institutions.

Rule 206(4)‐2 imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles subject to audit and delivery if each pooled investment vehicle (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of fund adviser) of its fiscal year‐end. The Adviser relies upon this audit exception with respect to the Funds.

If a material conflict of interest over proxy voting arises between the Adviser and a Client, the Adviser will vote all proxies in accordance with the policy described above. If the Adviser determines that this policy does not adequately address the conflict of interest, the Adviser will notify the Client of the conflict and request that the Client consent to the Adviser’s intended response to the proxy solicitation. If the Client consents to the Adviser’s intended response or fails to respond to the notice within a reasonable time specified in the notice, the Adviser will vote the proxy as described in the notice. If the Client objects in writing to the Adviser’s intended response, the Adviser will vote the proxy as the Client directs. A Client can obtain a copy of the Adviser’s proxy voting policy and a record of votes cast by the Adviser on behalf of that Client by sending an email to ir@flatfootedllc.com.