D1 Capital Partners L.P.: investment adviser

Fund General Partners Our registration on Form ADV also covers D1 Capital Partners GP LLC (the “Hybrid Fund General Partner”), D1 Capital Partners GP Sub LLC (the “Master Fund General Partner”) and D1 Private Fund GP LLC (the “Private Fund General Partner”, and collectively with the Hybrid Fund General Partner and the Master Fund General Partner, the “Fund General Partners”), which are each limited liability companies organized under the laws of the state of Delaware. The Fund General Partners are affiliates of the Investment Adviser and serve or may serve as the general partners of pooled investment vehicles that are U.S. or offshore partnerships. The Fund General Partners’ facilities and personnel are provided by the Investment Adviser. The Principal Owner is the sole owner and the managing member of, and controls, the Hybrid Fund General Partner and the Private Fund General Partner. The Hybrid Fund General Partner is the sole owner and managing member of the Master Fund General Partner. 3. Co-Investment General Partners Our registration on Form ADV also covers D1 Series Holdings GP LLC (the “Series LLC Managing Member”), D1 Lion Holdings GP LLC (the “Lion General Partner”), D1 Jasper Holdings GP LLC (the “Jasper General Partner”), D1 SX Holdings GP LLC (the “SX General Partner”), D1 CL Holdings GP LLC (the “CL General Partner”), D1 Uncharted Holdings GP LLC (the “Uncharted General Partner”), D1 Aria Holdings GP LLC (the “Aria General Partner”), D1 Flame Holdings GP LLC (the “Flame General Partner”), D1 Opus Holdings GP LLC (the “Opus General Partner”) and D1 Kilowatt Holdings GP LLC (the “Kilowatt General Partner”, and collectively with the Series LLC Managing Member, the Lion General Partner, the Jasper General Partner, the SX General Partner, the CL General Partner, the Uncharted General Partner, the Aria General Partner, the Flame General Partner and the Opus General Partner, the “CoInvestment General Partners”), which are all limited liability companies organized under the laws of the state of Delaware. The Co-Investment General Partners are affiliates of the Investment Adviser and serve

as the general partners or the managing members of pooled investment vehicles that are U.S. or offshore partnerships or limited liability companies. The Co-Investment General Partners’ facilities and personnel are provided by the Investment Adviser. The Hybrid Fund General Partner is the sole owner and the managing member of, and controls, each Co-Investment General Partner.

B. Description of Advisory Services This Brochure generally includes information about us and our relationships with our clients. While much of this Brochure applies to all such clients, certain information included herein applies to specific clients only. 1. Advisory Services We serve as the investment adviser, with discretionary trading authority, to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”). The Funds include: •

D1 Capital Partners Onshore LP, a Delaware limited partnership (the “Hybrid Domestic Fund”);

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D1 Capital Partners Offshore LP, a Cayman Islands exempted limited partnership (the “Hybrid Offshore Fund”, collectively with the Hybrid Domestic Fund, the “Hybrid Feeder Funds”);

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D1 Capital Partners Offshore Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Hybrid Offshore Feeder Fund”), which invests all of its investable assets into the Hybrid Offshore Fund;

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D1 Capital Partners Intermediate LP, a Cayman Islands exempted limited partnership (the “Hybrid Intermediate Fund”), into which the Hybrid Offshore Fund invests all of its investable assets;

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D1 Capital Partners Master LP, a Cayman Islands exempted limited partnership (the “Hybrid Master Fund”, and together with the Hybrid Feeder Funds, the Hybrid Offshore Feeder Fund, and the Hybrid Intermediate Fund, the “Hybrid Funds”), which serves as the master fund into which the Hybrid Domestic Fund and the Hybrid Intermediate Fund invest all of their investable assets through a “master feeder” structure (the investable assets of the Hybrid Offshore Fund and the Hybrid Offshore Feeder Fund are indirectly invested, through the Hybrid Intermediate Fund, into the Hybrid Master Fund);

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D1 Private Fund Onshore LP, a Delaware limited partnership (the “Private Domestic Fund”);

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D1 Private Fund Offshore LP, a Delaware limited partnership (the “Private Offshore Fund”, and collectively with the Private Domestic Fund, the “Private Funds”);

The Hybrid Fund General Partner serves as the general partner of the Hybrid Domestic Fund, the Hybrid Offshore Fund and the Hybrid Intermediate Fund. The Hybrid Offshore Feeder Fund is governed by its Board of Directors. The Master Fund General Partner serves as the general partner of the Hybrid Master Fund. In addition to the investment advisory services that we provide to the Funds, we have entered into, and expect in the future to enter into, co-investment arrangements with third parties (including, but not limited to, certain investors in the Funds), whereby we provide advisory services to vehicles that make investments alongside the Funds (“Co-Investment Entities”) (such Co-Investment Entities may include managed accounts or investment funds formed for a single investor or group of affiliated investors). The Investment Adviser established and operates two Co-Investment Entities that co-invest in certain opportunities alongside the Private Funds, D1 Private Co-Investment Fund Onshore LP, a Delaware limited partnership (the “Private Co-Investment Domestic Fund”) and D1 Private Co-Investment Fund Offshore LP, a Delaware limited partnership (the “Private Co-Investment Offshore Fund”, and collectively with the Private Co-Investment Domestic Fund, the “Private Co-Investment Fund”). Certain of the Co-Investment Entities are established and operated by the Investment Adviser or an affiliate for the purpose of co-investing in a single opportunity (the “Co-Investment Vehicles”). Currently, the Co-Investment Vehicles established and operated by us and our affiliates are D1 Lion Holdings LP (the general partner of which is the Lion General Partner), D1 Jasper Holdings LP (the general partner of which is the Jasper General Partner), D1 SX Holdings LP (the general partner of which is the SX General Partner), D1 CL Holdings LP (the general partner of which is the CL General Partner), D1 Uncharted Holdings LP (the general partner of which is the Uncharted General Partner), D1 Aria Holdings LP (the general partner of which is the Aria General Partner), D1 Aria Holdings-A LP (the general partner of which is the Aria General Partner), D1 Flame Holdings LP (the general partner of which is the Flame General Partner), D1 Opus Holdings LP (the general partner of which is the Opus General Partner) and D1 Kilowatt Holdings LP (the general partner of which is the Kilowatt General Partner). The Investment Adviser also manages D1 Capital Series LLC (“Series LLC”), a Delaware series LLC that is a Co-Investment Vehicle beneficially owned by personnel of the Investment Adviser (and former Investment Adviser-Related Investors (as defined in Item 11)). The Series LLC issues a new series for each co-investment as detailed in Section 7.B.(1) of Part 1A of the Investment Adviser’s Form ADV. The managing member of the Series LLC (and each series thereof) is the Series LLC Managing Member. We also provide advisory services to Co-Investment Entities that are established and operated by third parties. These arrangements are structured as “investment consulting” arrangements whereby the specific Co-Investment Entity invests in the privately-offered securities of a single issuer, generally as a part of the same transaction with other clients of the Investment Adviser. The Investment Adviser provides ongoing investment advice and monitoring services to such Co-Investment Entities, and the owner of the Co-Investment Entity is contractually prohibited from selling its investment until the relevant client of the Investment Adviser sells or deems realized its holdings in the applicable securities, or otherwise pursuant

to specified sale limitations in relevant agreements. Each such Co-Investment Entity is operated by its owner, and the Investment Adviser does not execute transactions on such Co-Investment Entity’s behalf. Note that the term “Co-Investment Entities” as defined herein refers only to such vehicles to which we provide investment advisory services (which includes certain vehicles that do not bear management fees or incentive allocations). In addition to such arrangements, we may cause our clients to invest in a joint venture or other vehicle in which third parties are invested where we do not provide investment advisory services to either the third parties or the vehicle – such vehicles are not included within the definition of “Co-Investment Entities”. As used herein, the term “client” generally refers to each Fund and to each Co-Investment Entity. 2. Investment Strategies and Types of Investments We implement a global equity long-short strategy and also invest in private companies, with flexibility to invest in securities, instruments and other assets that are perceived by us to offer the highest risk-adjusted returns. The Principal Owner has permitted, and expects to continue to permit, certain personnel to make discretionary trades subject to the Investment Adviser’s internal policies and procedures. We focus our research primarily on the technology, media and telecom (“TMT”), industrials, healthcare, consumer, real estate and financial services sectors. Geographically, our investments primarily will be in North America, Europe and Asia. There are no sector or geographic limitations on our investments, however, and we may invest in other sectors and geographic areas that we find attractive over time. Our clients’ public investments long portfolio generally consists of securities of mid- and largecapitalization issuers that we believe meet certain criteria. These criteria will likely include, without limitation, excellent management teams, sustainable competitive advantages and/or strong growth prospects. The focus of our short portfolio generally is not to minimize volatility or “hedge” the portfolio’s long positions. Rather, we generally take short positions if we believe that such securities are likely to exhibit significant downside performance over the medium term. With respect to public investments, we primarily express our investment theses by investing in publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed income instruments and other financial instruments permitted under our clients’ governing documents. We may also use foreign exchange or other instruments for hedging and other purposes. Our clients’ private investments are primarily, although not exclusively, later-stage, minority stakes in companies. With respect to private investments, we generally focus on investments that we believe are likely to offer liquidity within five years, but we may make investments with shorter or longer time horizons. We pursue private investments across all of the sectors that we cover. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and investment strategies pursued and investments made by us on behalf of our clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each client’s investment objectives and guidelines. The investment

strategies we pursue are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. In addition to the Principal Owner, Theodore Gleser, Andrew Wynne, David Silverman, Jonathan Bregman and Adam Agress have limited discretion with respect to public investments made by the Funds, subject to the Investment Adviser’s internal policies and procedures. Additional information about Mr. Gleser, Mr. Wynne, Mr. Silverman, Mr. Bregman and Mr. Agress is available in Part 2B of the Investment Adviser’s Form ADV.

C. Availability of Customized Services for Individual Clients Our investment decisions and advice with respect to each client will be subject to each client’s investment objectives and guidelines, as set forth in its respective governing and offering documents.

D. Wrap Fee Programs We do not currently participate in any Wrap Fee Programs.

E. Assets Under Management We manage, on a discretionary basis, approximately $40,160,910,862 of client regulatory assets under management. This figure for regulatory assets under management was determined as of December 31, 2025.

The Investment Adviser may, without the consent of Hybrid Fund investors, cause the Management Fee to be charged to and paid (without duplication) at the level of the Hybrid Master Fund, any trading subsidiary or any special purpose vehicle, or, in the case of the Hybrid Offshore Fund, the Hybrid Intermediate Fund rather than at the level of the Hybrid Feeder Funds. For the purposes of calculating the Management Fee, certain investments of the Hybrid Funds designated by the Investment Adviser as “private investments” will be valued at the lower of (i) initial cost of such investments, as adjusted for partial realizations (or deemed realizations), and (ii) fair value (which may be at cost) as of the end of the applicable month, as determined by the Investment Adviser. The specific calculation methodology for the Management Fee is detailed in the Hybrid Funds’ governing documents, as well as additional information regarding the Management Fee. Each Hybrid Feeder Fund offers several classes of interests into which investors may invest, as detailed further in the applicable Fund’s offering documents. The management fee rate differs among such classes of interest and therefore the specific Management Fee amounts charged to investors will be determined by the specific investor’s class of interests. In the sole discretion of the Hybrid Fund General Partner, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. (b) Incentive Allocation Generally, at the end of each fiscal year of the Hybrid Funds, the Hybrid Fund General Partner is entitled to an incentive allocation (the “Incentive Allocation”) determined separately with respect to each capital account established for an investor. The Hybrid Domestic Fund allocates to the Hybrid Fund General Partner the Incentive Allocation directly and the Hybrid Offshore Fund allocates to the Hybrid Fund General Partner the Incentive Allocation indirectly, through the Hybrid Intermediate Fund. The Investment Adviser may, without the consent of Hybrid Fund investors, cause the Incentive Allocation to be allocated and distributed (without duplication), from the Hybrid Master Fund, any trading subsidiary or any special purpose vehicle, rather than from the Hybrid Domestic Fund or, indirectly through the Hybrid Intermediate Fund, the Hybrid Offshore Fund.

In the event that a Hybrid Feeder Fund is terminated or an investor withdraws or is distributed amounts other than at the end of a fiscal year, then for purposes of determining the Incentive Allocation allocable at such time to the Hybrid Fund General Partner, net capital appreciation will be determined as if such dates were the end of the fiscal year, subject to certain adjustments. Each Hybrid Feeder Fund offers several classes of interests into which investors may invest, as detailed further in the Fund’s offering documents. The incentive allocation rate and manner of calculation of the Incentive Allocation differs among such classes of interest and therefore the specific Incentive Allocation amounts charged to investors will be determined by the specific investor’s class of interests and the investments of the Hybrid Funds in which the capital account of the specific investor participates (which, for the avoidance of doubt, will differ among capital accounts as a result of variables including, without limitation, the timing of the specific investor’s contribution to that capital account and the percentage of such contribution that is available from time to time for investments designated by the Investment Adviser as “private investments”). For example, for certain classes of interest, the Incentive Allocation allocated in respect of the specific investor’s capital account will be an amount equal to the result of (i) the applicable incentive allocation rate multiplied by (ii) the amount of the net capital appreciation allocated to such capital account for such fiscal year reduced by the Management Fee debited to such capital account for such fiscal year (or, if the Investment Adviser causes the Management Fee to be charged to and paid by the Hybrid Master Fund, a trading subsidiary or a special purpose vehicle, rather than the Hybrid Fund, the amount of the Management Fee indirectly borne by such capital account at the level of the Hybrid Master Fund, a trading subsidiary or a special purpose vehicle, as applicable, for such fiscal year) taking into account any gains or losses from investments designated by the Investment Adviser to be “private investments” that have been realized or deemed realized and “private investment income”, but reduced to the extent of any balance in such capital account’s “loss recovery account”. Certain other classes of interest are subject to a “progressive incentive allocation”, pursuant to which the Incentive Allocation due in respect of such interests is calculated separately (and in a different manner) with respect to the portion of the capital account that is invested in public investments and the portion of the capital account that is invested in “private investments”, and any losses are netted between such portions of the capital account, as described in more detail in the Fund’s offering documents. The specific calculation methodology for the Incentive Allocation is detailed in the Funds’ governing documents, as well as additional information regarding the Incentive Allocation. Additional details regarding the incentive allocation paid by all classes of interests are contained in the applicable Fund’s governing documents. In the sole discretion of the Hybrid Fund General Partner, the Incentive Allocation may be waived, reduced or calculated differently with respect to certain investors. 2. The Private Funds (a) Management Fee Generally, each Private Fund pays the Investment Adviser a Management Fee for each quarter equal to one-fourth of the product of the Management Fee rate applicable to the relevant investor (typically between 1.75-2% per annum) and the fee base for that period. During the Commitment Period (as defined in the Private Funds’ offering documents), the fee base is the investor’s aggregate capital commitments; after the Commitment Period, the base is such investor’s Actively Invested Capital (as defined in the Private

Funds’ offering documents). The Management Fee is payable quarterly in advance and is prorated for partial quarters. The Investment Adviser may, without investor consent, cause the Management Fee to be paid (without duplication) from capital contributions, investment proceeds, borrowings, or other working capital, or be charged and paid at the level of subsidiaries, alternative investment vehicles, or special purpose vehicles with appropriate adjustments. The specific calculation methodology for the Management Fee is detailed in the Private Funds’ governing documents, as well as additional information regarding the Management Fee. The Private Funds do not offer multiple fee classes; instead, the Management Fee rate depends on whether the investor committed capital at the initial closing (1.75% per annum) or at a subsequent closing (2.00% per annum), so specific Management Fee amounts will depend on each investor’s applicable rate and base. Subsequent closing investors also pay make-up management fees for the period prior to their admission. In the Private Fund General Partner’s sole discretion, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. In addition, transaction fees and placement fees attributable to management fee-paying investors generally reduce Management Fees dollar-for-dollar (net of certain expenses in the case of transaction fees), as further set forth in the Private Funds’ governing documents. (b)

Carried Interest

Generally, upon each distribution by the Private Funds, the Private Fund General Partner is entitled to performance-based compensation (the “Carried Interest”) determined separately with respect to each investor under the Private Funds’ distribution waterfall set forth in the Private Funds’ offering documents. After return of contributed capital and an 8% compounded preferred return per annum to the applicable investor, amounts are distributed 100% to the Private Fund General Partner as a catch-up until the Private Fund General Partner has received the relevant Carried Interest Percentage (as defined in the Private Funds’ governing documents) of the sum of the preferred return and the catch-up itself, and thereafter are split between the Private Fund General Partner and the relevant investor at the applicable Carried Interest Percentage. The Carried Interest Percentage for each applicable investor varies between 20% and 25% depending on the Gross and Net MOIC (as defined in the Private Funds’ governing documents) applicable to the investor at the time of each such distribution (where a greater Gross MOIC and Net MOIC can lead to a higher Carried Interest Percentage). The Private Fund General Partner may also, in good faith, adjust allocations and require return of amounts previously distributed to give effect to these terms, or otherwise make adjustments to Carried Interest calculation or payment methodologies as permitted by the Private Funds’ governing documents. Because the Carried Interest Percentage differs with each investor’s Gross and Net MOICs, specific Carried Interest amounts will vary by investor based on each investor’s applicable management fee rate, capital contributions, timing, distributions, and valuations. The Private Fund General Partner may, in its discretion, waive, reduce, or calculate the Carried Interest differently with respect to certain investors; it may also defer or waive Carried Interest for particular investments. The Private Fund General Partner is generally subject to a giveback to ensure the Carried Interest distributions remain consistent with the Private Funds’ offering documents.

Additional details (including the giveback mechanics, distribution waterfall, and definitions of Gross MOIC and Net MOIC) are set forth in the Private Funds’ governing documents. 3. Co-Investment Entities To the extent applicable, all fees for Co-Investment Entities are subject to negotiation and established pursuant to each Co-Investment Entity’s governing documents. To the extent that the advisory agreement for a Co-Investment Entity is terminated or an investor in a Co-Investment Entity withdraws from that vehicle, any unearned prepaid portion of fees will be returned to the Co-Investment Entity or its investors to the extent applicable. Certain Co-Investment Entities are solely owned by Investment AdviserRelated Investors (and former Investment Adviser-Related Investors), and generally do not pay fees or other compensation to the Investment Adviser; however, former Investment Adviser-Related Investors in such vehicles generally will be assessed management fees and performance-based compensation.

B. Payment of Fees Fees and compensation paid to the Investment Adviser or its affiliates by its clients are generally deducted from the assets of such clients. As discussed above, for the Hybrid Funds, Management Fees are generally deducted on a monthly basis and the Incentive Allocation is generally calculated and deducted on an annual basis while for the Private Funds, the Management Fees are typically charged in advance on a quarterly basis and the Carried Interest is paid upon distribution. Certain Co-Investment Vehicles have the option of paying applicable fees in cash or in kind by making transfers of securities to the Investment Adviser.

C. Additional Fees and Expenses Each of the Funds bears its own expenses, as described herein. Expense descriptions included here are intended to be a summary and are not exhaustive. Comprehensive information regarding expense terms is included in applicable clients’ governing documents. Each of the Hybrid Feeder Funds will bear its own expenses and its pro rata share of the Hybrid Master Fund’s expenses and any trading subsidiary or special purpose vehicle’s expenses, including, without limitation, the following: (i) the Management Fee; (ii) expenses related to the research, due diligence, financing (including all amounts borrowed pursuant to a subscription facility or private investment facility, as applicable), monitoring and disposition of actual and prospective investments, whether or not such investment is consummated, including, without limitation, the following: third-party investment sourcing fees, including, without limitation, fees to introducers, intermediaries and brokers (in each case including, without limitation, performance-based fees); fees and expenses related to obtaining research and market data (including, without limitation, any information technology hardware, software or other technology incorporated into the cost of obtaining such research and market data, and including fees and expenses related to obtaining, processing and analyzing research or market data that may be considered “big data” or “alternative data”, including fees and expenses related to performing due diligence (including ongoing due diligence) on potential providers of any of such research or market data services (including, without limitation, “big data” or “alternative data” services)); due diligence expenses including, without limitation, consulting and appraisal fees; travel expenses (including air travel, hotels and meals); brokerage, prime brokerage and futures commission merchant fees, commissions and expenses, as explained further in Item 12; any commissions or other compensation paid to third-party traders not affiliated with the Investment Adviser (“Outsourced Traders”); expenses relating

to block trades; expenses relating to short sales; clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and fees related to financings or refinancings; financing costs related to a subscription facility or private investment facility; fees and expenses of proxy research and voting and class action-related services; and fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys and accountants; (iii) organizational and reorganizational expenses; (iv) the Hybrid Funds’ direct or indirect pro rata share of any compensation payable in connection with the management of any private investment by an unaffiliated third party or management team, which may include both asset-based fees and performance-based fees or allocations (which, for the avoidance of doubt, will not reduce the Management Fee or Incentive Allocation payable by the applicable Hybrid Fund unless the private investment is a Blind Pool (as defined below in Item 8)); (v) fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations and/or facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of investments or otherwise manage the applicable Hybrid Funds or any trading subsidiary or special purpose vehicle; (vi) fees and expenses of third-party professionals, including, without limitation, consultants, valuation service providers, attorneys, accountants and third-party administrative fees and expenses, including, without limitation, the costs of engaging or appointing a Money Laundering Reporting Officer, a Deputy Money Laundering Reporting Officer and an Anti-Money Laundering Compliance Officer; (vii) the costs of any litigation or investigation involving activities of the Hybrid Funds or any trading subsidiary or special purpose vehicle; (viii) taxes and third-party audit and tax preparation expenses; (ix) 80% of insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance covering the Fund General Partners, the Investment Adviser and the members, partners, officers, employees and agents of any of them, and each member of the Investment Adviser’s advisory board (the “Advisory Board”); (x) fees and expenses (including, without limitation, director registration fees) of the independent members of the Advisory Board or any trading subsidiary’s or special purpose vehicle’s directors, and fees and expenses of directors of the Hybrid Offshore Feeder Fund (the costs of which shall be borne solely by the investors of the Hybrid Offshore Feeder Fund); (xi) costs of preparing and distributing reports and notices (including, without limitation, all costs incurred to audit such reports, provide access to a database or other internet forum and any other operational, legal, secretarial or postage expenses associated with distribution of the same); (xii) expenses incurred in connection with negotiating and complying with provisions of any side letter agreement, including, without limitation, complying with “most favored nations” election processes in connection therewith and expenses incurred in connection with any transfer of the applicable Fund’s interests or of a Hybrid Fund investor’s admission or withdrawal, unless otherwise charged to or borne by the applicable transferee of the Hybrid Fund investor; (xiii) fees and expenses related to compliance with the rules of any self-regulatory organization or applicable law in connection with the activities of the Funds or any trading subsidiary or special purpose vehicle, including, without limitation, any governmental, regulatory, licensing, filing or registration fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings); (xiv) expenses incurred in connection with the offering and sale of Hybrid Fund interests and other similar expenses related to the applicable Hybrid Fund (excluding fees payable to any placement agent); (xv) expenses incurred in connection with any amendments, modifications, revisions or restatements to the constituent documents of the Hybrid Funds or

any trading subsidiary or special purpose vehicle (other than any such amendments, modifications, revisions or restatements related solely to affairs of the Hybrid Fund General Partners, the Investment Adviser and their respective partners or members and not related to the affairs of such entity); (xvi) expenses incurred in connection with meetings with investors in the Hybrid Funds; (xvii) extraordinary expenses, including, without limitation, indemnification expenses and fees and expenses incurred in connection with any tax audit by any tax authority, including, without limitation, any related administrative settlement and judicial review; and (xviii) fees and expenses incurred in connection with the reorganization, dissolution, windingup or termination of the Hybrid Funds or any trading subsidiary or special purpose vehicle. The expenses borne by the Private Funds and Co-Investment Entities, to the extent that they differ from the expenses listed above, are detailed in the applicable governing documents. The Investment Adviser seeks to allocate expenses related to co-investments (including investments alongside CoInvestment Entities, such as where the Series LLC co-invests alongside other clients) in a manner it deems fair and equitable. Please review Item 11.C of this Brochure for disclosures relating to the allocation of expenses attributable to co-investments. The above description of expenses borne directly or indirectly by clients is not exhaustive. If any of the above expenses are incurred jointly for the account of more than one client, such expenses will generally be allocated among the applicable clients, in proportion to the size of the investment made by each in the activity or entity to which the expense relates, or based on their respective amounts of capital under management or aggregate capital commitments, or in such other manner as the Investment Adviser, in its discretion, considers fair and equitable. However, certain investment-related expenses (e.g., broken deal expenses) will generally not be allocated to the participating Co-Investment Entities and will instead be borne by the Hybrid Funds and/or Private Funds (as applicable), as discussed further in Item 11.C of this Brochure. Furthermore, when the Investment Adviser uses formulas and/or relies on informal estimates and projections with respect to the anticipated related benefits or usages in determining how to allocate expenses, such formulas and estimates may not ultimately reflect the actual benefits or usages. Certain of the Investment Adviser’s determinations with respect to whether specific expenses should be borne by the Investment Adviser or by clients require subjective judgments. The Investment Adviser has a conflict of interest when making such judgments because the Investment Adviser will bear the costs of any expenses not allocated to a client. The Investment Adviser seeks to allocate expenses in a manner that it deems to be fair and equitable. To the extent that expenses properly borne by clients are paid by a Fund General Partner, a CoInvestment General Partner or the Investment Adviser (or any subsidiary thereof), the applicable clients will reimburse such parties for such expenses. The Investment Adviser and its affiliates (including, without limitation, the Principal Owner and employees of the Investment Adviser) may from time to time, but ordinarily do not expect to, earn fees, profits, commissions, options, stocks or other securities in a company and other income from services provided or related to portfolio investments or in connection with portfolio investments or prospective portfolio investments made by a client, such as, without limitation, advisory fees, due diligence fees, structuring fees, servicing fees, directors’ fees, break-up fees or any similar fees (“Ancillary Fees”). The Investment Adviser and its affiliates may determine to receive any Ancillary Fees earned by them in

connection with any such activities, but may also determine, in their sole discretion, to waive receipt of such Ancillary Fees. To the extent the Investment Adviser or its affiliates receive the Ancillary Fees, such Ancillary Fees will generally reduce the Management Fee payable by each particular client that participates in the investment generating such particular payment, as more particularly described in the relevant clients’ governing documents.

D. Prepayment of Fees The Private Funds pay the Management Fee in advance, on a quarterly basis. Investors withdrawing from the Private Funds before the end of a billing period are generally refunded for any prepaid management fees in excess of those applicable to the actual investment period. Otherwise, the Management Fee and the Incentive Allocation and/or Carried Interest (as applicable) are paid in arrears and clients do not pay fees in advance.

E. Additional Compensation and Conflicts of Interest Neither the Investment Adviser nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Such non-fee-bearing clients generally co-invest alongside other clients (although, where the Investment Adviser deems an investment not suitable for other clients, such client can pursue such investment independently). All co-investment decisions are made in accordance with the Investment Adviser’s policies and procedures. We have included information about our policies regarding allocation of investment opportunities in response to Item 11.

We implement a global equity long-short strategy and also invest in private companies, with flexibility to invest in securities, instruments and other assets that are perceived to offer the highest riskadjusted returns. We focus our research primarily on the TMT, industrials, healthcare, consumer, real estate and financial services sectors. Geographically, our investments primarily are in North America, Europe and Asia. There are no sector or geographic limitations on our investments, however, and we may invest in other sectors and geographic areas that we find attractive over time. Our clients’ long portfolio generally consists of securities of mid- and large-capitalization issuers that we believe meet certain criteria. These criteria will likely include, without limitation, excellent management teams, sustainable competitive advantages and/or strong growth prospects. The focus of our short portfolio generally is not to minimize volatility or “hedge” the portfolio’s long positions. Rather, we generally take short positions if we believe that such securities exhibit significant downside over the medium term. With respect to public investments, we primarily express our investment theses by investing in publicly traded equities. We may also invest in equity and credit derivatives, convertibles, other fixed income instruments and other financial instruments permitted under our clients’ governing documents. We may also use foreign exchange or other instruments for hedging and other purposes. Our clients’ private investments are primarily, although not exclusively, later-stage, minority stakes in companies. With respect to private investments, we generally focus on investments that we believe are likely to offer liquidity within five years, but we may make investments with shorter or longer time horizons. We pursue private investments across all of the sectors that we cover. This section summarizes key features of our investment program. Please refer to the applicable client’s governing documents for additional details of the investment program.

B. Material, Significant or Unusual Risks Relating to Investment Strategies The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients that we advise. These risk factors include only those risks we believe to be

material, significant or unusual and relate to particular significant investment strategies or methods of analysis that we employ. The investment program that we pursue on behalf of our clients is speculative and entails substantial risks. There can be no assurance that our clients’ investment objectives will be achieved. The investment program is designed for sophisticated investors who are able to bear a substantial loss of capital and for whom our strategies do not constitute a complete investment program. We use a variety of investment techniques, each of which can involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which our clients’ investment portfolios may be subject. The following risk factors and other relevant risks could have a material adverse effect on our clients. Prospective clients and Fund investors should carefully consider the risks involved in a client relationship with the Investment Adviser or an investment in the Funds, including those discussed below, and consult their own legal, tax and financial advisers with respect to such risks. The following list of risk factors cannot be and is not intended to be exhaustive. Additional or new risks not addressed below may affect client investments. Client assets may be invested, directly or indirectly, on margin or otherwise, in: interests commonly referred to as securities and other financial instruments issued by, entered into by or referenced to U.S. or non-U.S. entities and other assets, including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; interests in real estate and real estate-related assets, including real estate partnerships and real estate investment trusts (“REITs”); bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; commodities; physical and intangible assets; interest rate, currency, commodity, equity and other derivative products, including (i) futures contracts (and options thereon) relating to stock indices, currencies, U.S. government securities and securities of non-U.S. governments, other financial instruments and all other commodities, (ii) swaps, options, swaptions, warrants, caps, collars, floors and forward rate agreements, (iii) spot and forward currency transactions and (iv) agreements relating to or securing such transactions; repurchase and reverse repurchase agreements; loans; structured finance instruments; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; contract and other claims; executory contracts; participations; mutual funds, exchange-traded funds and similar financial instruments; money market funds; Portfolio Funds (as defined below); obligations of the United States or any non-U.S. government, or any country, state, governmental agency or political subdivision thereof; commercial paper; certificates of deposit; bankers’ acceptances; choses in action; trust receipts; and any other obligations and instruments or evidences of indebtedness of whatever kind or nature that exist now or are hereafter created (in our response to Item 8, all such items being called herein “Securities”); in each case, of any person, whether or not publicly traded or readily marketable. Risk of Loss No guarantee or representation is made that a client’s investment program, including such clients’ 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 Investment Adviser (or investments made by the

investment professionals of the Investment Adviser) are not necessarily indicative of future performance. Long/Short The success of the long/short investment strategy that the Investment Adviser pursues for its clients depends upon the Investment Adviser’s ability to identify and purchase Securities that are undervalued and identify and sell short Securities that are overvalued. The identification of investment opportunities in the implementation of the long/short investment strategies that we pursue on behalf of our clients is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. In the event that the perceived opportunities underlying clients’ positions were to fail to converge toward, or were to diverge further from, values expected by the Investment Adviser, clients may incur a loss. In the event of market disruptions, significant losses can be incurred which may force the Investment Adviser to close out one or more client positions. Furthermore, the valuation models used to determine whether a position presents an attractive opportunity consistent with the Investment Adviser’s long/short strategies may become outdated and inaccurate as market conditions change. Event Driven The success of any “event-driven” strategies that the Investment Adviser employs will depend upon the Investment Adviser’s ability to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s Securities. If the event fails to occur or does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Investment Adviser had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value, but fail to implement it, which can result in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to clients of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can also be prevented or delayed by a variety of factors. Short Selling General Risk The success of the short selling investment strategy that the Investment Adviser pursues for its clients depends upon the Investment Adviser’s ability to identify and sell short Securities that are overvalued. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying Security could theoretically increase without limit, thus increasing the cost to clients of buying those Securities to cover the short position. Borrowing and Counterparty Risk There can be no assurance that clients will be able to maintain the ability to borrow Securities sold short. In such cases, clients can be “bought in” (i.e., forced to repurchase Securities in the open

market to return to the lender). There also can be no assurance that the Securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing Securities to close out a short position can itself cause the price of the Securities to rise further, thereby exacerbating the loss. Even though the Investment Adviser causes the clients to secure a “good borrow” of the Security sold short at the time of execution, the lending institution may recall the lent Security at any time, thereby forcing clients to purchase the Security at the then-prevailing market price, which may be higher than the price at which such Security was originally caused by the Investment Adviser to be sold short by clients. In addition, the clients may be required to provide additional margin to their counterparties, including their prime brokers, on short notice if the price of a Security underlying a short position suddenly rises. If clients are unable to deliver the additional margin required, the Investment Adviser may need to cause the clients to prematurely close out the short position at unattractive prices, thereby resulting in a substantial loss. Depending on the timing and magnitude of a price increase in respect of an open short position, clients may be required to liquidate long positions to meet margin requirements, thereby further increasing the losses (or decreasing the gains) of the clients’ portfolios. Further, fees charged to the clients for borrowing Securities may be substantial, and will decrease any gains (or increase losses) associated with a short position. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the clients may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Short-Squeeze Risk A so-called “short squeeze” can occur when the price of Securities in which clients have an open short position rises sharply in a short time frame. The rapid rise may be a result of (i) multiple short sellers seeking to cover their short positions in the same time frame by purchasing the Security, resulting in a rapid price increase; (ii) market participants collectively purchasing a significant amount of shares, thereby causing a substantial increase in the price of such Securities; or (iii) one or more lenders of a Security that was used to facilitate a short position suddenly demanding the return of the Security that has been loaned. A “short squeeze” may result in the Investment Adviser having to cause clients to prematurely close out a short position at relatively unattractive high prices, potentially resulting in a substantial loss. Further, the risk of a “short squeeze” likely will increase if other short sellers, market participants and/or lenders become aware of a client’s short positions, including as a result of legally required reporting with respect to a client’s ownership of options to purchase the underlying Security being shorted. Certain market participants, such as

retail investors, may speculate by purchasing Securities subject to a short squeeze, thereby driving the price even higher. If such speculation is conducted in a coordinated or targeted manner, for example, through social media platforms, the losses to the clients could be material. Legal Restrictions and Reporting-Related Risk Certain jurisdictions have enacted restrictions on short selling (including wholesale bans, at times) as well as public disclosure requirements. If additional short selling restrictions and disclosure requirements are enacted, the prices of the instruments in which the Investment Adviser causes the clients to invest may be materially affected and the ability of the Investment Adviser to take advantage of opportunities for short selling may be significantly reduced. Specifically, on October 13, 2023, the SEC adopted new rule 13f-2 (“Rule 13f-2”) of the Exchange Act (as defined below). Rule 13f-2 requires institutional investment managers to report equity security short positions to the SEC on new Form SHO. While the Form SHO information that the Investment Adviser will file with the SEC (if any) is treated as confidential, the SEC plans to publish aggregated data derived from Form SHO submissions within a month of the end of each reporting period. This information published by the SEC will be the aggregated gross short position for each class of equity security and the aggregate of the net activity reported by all reporting managers for each equity security. In addition, each month the SEC also plans to publish similar aggregated Form SHO data for the prior 12 months that reflect updated information that accounts for any changes that result from amendments and restatements to Form SHO filings. Rule 13f-2 went into effect on January 2, 2024. The initial Rule 13f-2 reporting period was originally scheduled for January 2025. On February 7, 2025, the SEC announced a one-year temporary exemption from compliance with Rule 13f-2 until January 2, 2026, and on December 3, 2025, the SEC announced a further temporary exemption from compliance with Rule 13f-2 reporting until January 2, 2028. In addition, in September 2025, a U.S. Court of Appeals held that the SEC had not properly considered the cumulative economic impact of Rule 13f-2 and remanded the rule to allow the SEC to consider and quantify the economic impact of such rule (although such court did not vacate Rule 13f-2). In response to such opinion of such court, the Commissioner of the SEC has directed the SEC staff to evaluate Rule 13f-2 in light of such court’s opinion and make recommendations for appropriate SEC action, including potential changes to the rule and adjustments to the related compliance date. While the short position information provided by the Investment Adviser to the SEC will be confidential and not available to the public, market participants will now have monthly visibility, albeit on an aggregate basis, into the magnitude of open short positions with respect to a particular issuer. The disclosure that will be provided pursuant to Rule 13f-2 increases the risk that a “short squeeze” could occur in one or more short positions the Investment Adviser causes to be maintained by clients because market participants will now have broad and regularly recurring information regarding the open short positions. Long-Term

The success of the Investment Adviser’s long-term investment strategy depends upon the Investment Adviser’s ability to identify and purchase Securities that are undervalued and hold such Securities so as to maximize value on a long-term basis. In pursuing any long-term strategy, the Investment Adviser may cause clients to forego value in the short-term or temporary investments in order to be able to avail clients of additional and/or longer-term opportunities in the future. Consequently, clients may not capture maximum available value in the short-term, which may be disadvantageous, for example, for Fund investors who withdraw all or a portion of their investments in the Funds before such long-term value may be realized by the applicable Fund. Short-Term Market Considerations The Investment Adviser’s trading decisions may, from time to time or in certain cases, be made on the basis of short-term market considerations, and the portfolio turnover rate could result in significant trading related expenses. Leverage and Borrowing Leverage for Investment and Cash Management Purposes The Investment Adviser has the authority to cause its clients to use and incur leverage through a variety of techniques, including dollar rolls, margin financing, options, futures, repurchase agreements, contracts, short sales, swaps (including total return swaps) and other derivative instruments, for any proper purpose of its clients, including to (i) make or leverage investments, (ii) cover operating expenses (including Management Fees), (iii) make deposits in lieu of, or in advance of, capital contributions, (iv) enable clients or any special purpose vehicle or trading subsidiary to issue or cause the issuance of letters of credit, (v) provide funds for distributions to Fund investors (including the satisfaction of withdrawal requests) or (vi) otherwise carry out the business of its clients. In addition, some of the investments held by client portfolios may themselves have leverage embedded in them. The amount of leverage that the Investment Adviser causes clients to utilize may be significant. Clients generally have no pre-determined limitations on the amount of leverage to be deployed in connection with the investment program. However, the Private Funds and certain Co-Investment Entities are subject to leverage limitations on borrowings and guarantees, as set forth in the applicable governing documents. Clients’ leverage amount will depend on the investment strategies employed by the Investment Adviser and specific market opportunities, among other things. The use of leverage will allow the Investment Adviser to cause its clients to make additional investments, thereby increasing clients’ exposure to assets, such that their total exposure may be greater than their capital. However, leverage will also magnify the volatility of changes in the value of client portfolios. Thus, while leverage presents opportunities for increasing the total return on investments, it has the effect of potentially magnifying losses as well. Accordingly, any event that adversely affects the value of an investment is likely to be magnified to the extent leverage is utilized. The cumulative effect of the use of leverage by the Investment Adviser on behalf of its

clients in a market that moves adversely to clients’ investments could result in substantial losses to clients, which would be greater than if clients were not leveraged. The rates at and terms on which the Investment Adviser will cause its clients to borrow will affect such clients’ operations and resulting performance. Collateral The instruments and borrowings utilized by the Investment Adviser to leverage client investments will be collateralized by all or a portion of client portfolios. Accordingly, the Investment Adviser will cause a client to pledge its Securities in order to borrow or otherwise obtain leverage for investment or other purposes. Should the Securities pledged to brokers to secure such clients’ margin accounts decline in value, those clients could be subject to a “margin call”, pursuant to which the Investment Adviser must cause those clients to 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 clients 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 clients may have similar rights. There can be no assurance that the Investment Adviser will be able to secure or maintain adequate financing for its clients. Costs Borrowings will be subject to interest, transaction and other costs, and other types of leverage also involve transaction and other costs. Any such costs may or may not be recovered by the return on client portfolios. Subscription Facility Clients have incurred, and are expected in the future to incur, indebtedness under one or more credit facilities pursuant to which they will pledge investor capital commitments (each such facility, a “Subscription Facility”). The terms and obligations applicable to Fund investors or Co-Investment Entity investors arising from the use of Subscription Facilities are further detailed in the applicable governing documents for the Fund or Co-Investment Entity. The Subscription Facilities (sometimes referred to as subscription credit lines, or capital call facilities) are utilized by clients to make investments prior to the receipt of capital from an investor that has a capital commitment to a Fund, and for broader cash management purposes. From the investor’s perspective, such facilities can smooth cash flows and ease the administrative burden of responding to capital calls. In addition, such facilities permit the private fund to have ready access to cash in the event short-term funding obligations arise, which fund sponsors consider allows for efficient cash management (as opposed to holding larger cash reserves). The use of such facilities can impact internal rates of return (i.e., if such facilities are drawn upon, the delay in calling capital

can distort returns by shortening the period in respect of which the internal rate of return is calculated). Additionally, because the use of such facilities is not universal among fund managers, the use of such facilities makes it more challenging for investors to compare reported returns across similar private funds. Such facilities give rise to partnership expenses, which can limit any positive leverage impacts on returns and decrease multiples on invested capital for investors. Lastly, the terms and provisions that may apply to such facilities may pose legal risks for investors, including, without limitation, transfer restrictions, documentation requests and other requirements of lenders. PI Facility The following risks are particularly relevant to the PI Facility maintained by certain of the Hybrid Funds, although the general risks associated with leveraged credit facilities may apply to all clients that may utilize such facilities. Certain clients have entered into and incurred indebtedness under a credit facility, and may in the future enter into and incur indebtedness under additional credit facilities, in each case, directly or indirectly, through one or more trading subsidiaries or special purpose vehicles, secured by, among other things (a) an assignment, pledge, mortgage, charge or other security interest in one or more private investments, trading subsidiaries, special purpose vehicles and collateral accounts and (b) a commitment to provide credit support on the basis of a portfolio of public investments (such a facility, a private investment facility (“PI Facility”)). The use of a PI Facility creates a number of risks, including: (i) the PI Facility creates leverage on those clients’ private investment portfolios which may result in the magnification of losses in the event one or more Private Investments are unsuccessful (for such purposes, “Private Investments” means investments that at the time the client makes such investment the Investment Adviser believes the investment should be held for an indeterminable period of time or should be held as a Private Investment as a matter of fairness to prevent dilution or for other reasons deemed appropriate by the Investment Adviser); (ii) certain Fund investors may receive greater benefits from the PI Facility than others (depending on such investors’ level of private investment participation), not all investors in such Funds will receive the potential benefit (or will be affected by certain of the potential negative impacts) of the PI Facility, and certain Fund investors may benefit (or be affected by the potential negative impacts) in a manner that is disproportionate to their interests in the Private Investments; (iii) the PI Facility creates additional cross-liability risk among certain Funds and their investors, including potentially those investors who do not participate in the applicable Private Investments, (iv) investments may be used to satisfy obligations of its Participating Series (for such purposes, “Participating Series” means the allocation of capital accounts that will be available for Private Investments) to the extent (x) other parts of a client’s portfolio are used as credit support under a PI Facility or (y) at the applicable date of withdrawal, a private investment expense reserve is established with assets of other parts of a client’s portfolio, (v) certain investors within a Fund will have an increased level of leverage associated with their interests (direct or indirect) in the applicable Fund entering into the PI Facility, which will result in different returns for those investors, and (vi) the PI Facility contains certain covenants and requirements that could restrict or modify portfolio management decisions (the “PI Facility Investment Restrictions”). The PI Facility

Investment Restrictions include covenants and requirements that relate to both the private investments collateralized under the applicable PI Facility as well as public investments to the extent such public investments are used to provide credit support with respect to the applicable PI Facility. While the Investment Adviser believes that the PI Facility Investment Restrictions should generally not be expected to modify the manner in which such client portfolios are managed, the PI Facility (including the PI Facility Investment Restrictions) may modify the manner in which such clients’ investment program is implemented, including by having an influence on the timing of the sale of private investments. Lending of Portfolio Securities The Investment Adviser expects to, and does, require certain clients to lend Securities on a collateralized and an uncollateralized basis from client portfolios to creditworthy securities firms and financial institutions. While a securities loan is outstanding, clients will continue to receive the equivalent of the interest or dividends paid by the issuer on the Securities, as well as interest on the investment of the collateral or a fee from the borrower. The risks in lending Securities, as with other extensions of secured credit, if any, consist of possible delay in receiving additional collateral, if any, or in recovery of the Securities or possible loss of rights in the collateral, if any, should the borrower fail financially. Diversification and Concentration The Investment Adviser causes its clients to invest across a broad array of sectors and strategies, including the TMT, industrials, healthcare, consumer, real estate and financial services sectors. Furthermore, the Investment Adviser expects to cause its clients to invest across a broad array of geographic regions: primarily in North America, Europe and Asia, and opportunistically in other areas. With respect to clients’ public investment portfolios, the Investment Adviser expects that its clients’ top ten largest public investments will typically comprise a majority of the clients’ public portfolios and the Investment Adviser may select investments that are concentrated in a limited number or types of Securities. Similarly, client portfolios may become significantly concentrated in Securities related to a single or a limited number of issuers, industries, sectors, strategies, countries or geographic regions. This limited diversification may result in the concentration of risk, which, in turn, could expose clients to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in such Securities. Lack of Control The Investment Adviser will cause clients to invest in equity securities and debt instruments of companies that it does not control, which clients will acquire through market transactions or through purchases of Securities directly from the issuer or other shareholders. Such Securities will be subject to the risk that the issuer may make business, financial or management decisions with which the Investment Adviser does not agree or that the majority stakeholders or the management of the issuer may take risks or otherwise act in a manner that does not serve its clients’ interests. Notwithstanding the foregoing, the principal and/or employees of the Investment Adviser have held, and expect in the future to continue to hold, board seats or advisory board seat positions with portfolio companies. In addition, even when employees of the Investment Adviser do not hold board seats or advisory board seat positions, the Investment Adviser from time to time engages with the management of companies in which it invests with

a view to sharing ideas regarding the business and affairs of such companies. In addition, the Investment Adviser may cause clients to share control over certain investments with co-investors, which may make it more difficult for the Investment Adviser to implement its investment approaches or exit the investment when it would otherwise cause its clients to do so. The occurrence of any of the foregoing could have a material adverse effect on clients and the investors’ investments therein. Hedging Transactions Notwithstanding that the Investment Adviser will generally not utilize short-selling as a strategy for hedging client transactions, the Investment Adviser causes certain clients to utilize Securities for risk management purposes in order to: (i) protect against possible changes in the market value of clients’ investment portfolio resulting from fluctuations in the markets and changes in interest rates; (ii) protect clients’ unrealized gains in the value of their investment portfolio; (iii) facilitate the sale of any Securities; (iv) enhance or preserve returns, spreads or gains on any Security in client portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any clients’ Securities; (vii) protect against any increase in the price of any Securities the Investment Adviser anticipates causing clients to purchase at a later date; or (viii) act for any other reason that the Investment Adviser deems advisable. The Investment Adviser will not be required to cause clients to hedge any particular risk in connection with a particular transaction or portfolios generally. Moreover, the Investment Adviser may be unable to anticipate the occurrence of a particular risk and, therefore, may be unable to attempt to hedge against it. While the Investment Adviser causes certain clients to enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for those clients than if they had not engaged in any such hedging transaction. Moreover, client portfolios will always be exposed to certain risks that cannot be hedged. Discretion of the Investment Adviser; New Strategies and Techniques While the Investment Adviser will generally seek to employ the representative investment strategies and techniques discussed herein, the Investment Adviser (subject to the policies and control of the Fund General Partners, as applicable) has considerable discretion in the types of Securities that clients may trade and has the right to modify the investment strategies and techniques used to invest the assets of client portfolios without the consent of clients or Fund investors. Additionally, the strategies that the Investment Adviser may pursue on behalf of its clients are not limited to the strategies described herein; furthermore, such strategies may change and evolve materially over time. The Investment Adviser has broad latitude with respect to the management of the risk parameters of client portfolios. Prospective clients and Fund investors should recognize that by investing in a client vehicle, they are placing their capital indirectly under the full discretionary management of the Investment Adviser and authorizing the Investment Adviser indirectly to trade for the client portfolio (directly or through any Outsourced Traders) using whatever strategies in such manner as the Investment Adviser may determine. New investment strategies and techniques may not be thoroughly tested in the market before being employed and may have operational or theoretical shortcomings which could result in unsuccessful trades and, ultimately, losses to clients. In addition, any new investment strategy or technique developed by the Investment Adviser may be more speculative than earlier investment strategies and techniques and may involve material and as-yetunanticipated risks. Clients and Fund investors generally will not be informed of any changes in the Investment Adviser’s strategies, techniques, discretionary approach and tactics. There can be no assurance

that the Investment Adviser will be successful in applying its approach and there is material risk that an investor may suffer significant impairment or total loss of its capital. Counterparty Risk The Investment Adviser has established, and may in the future establish additional, relationships for its clients to obtain financing, derivative intermediation and prime brokerage services that permit its clients to trade in a variety of markets or asset classes over time. However, there can be no assurance that the Investment Adviser will be able to establish or maintain such relationships on behalf of its clients. An inability to establish or maintain such relationships could limit clients’ trading activities, create losses, preclude clients from engaging in certain transactions or prevent clients from trading at optimal rates and terms. Moreover, a disruption in the financing, derivative intermediation and prime brokerage services provided by any such relationships could have a significant impact on the Investment Adviser’s and the clients’ business due to clients’ reliance on such counterparties. The Investment Adviser at times expects to, and has, caused certain clients to effect transactions in the “over-the-counter” or “OTC” derivatives markets. The stability and liquidity of OTC derivatives transactions depends in large part on the creditworthiness of the parties to the transactions. In the OTC markets, the Investment Adviser causes certain clients to enter into a contract directly with dealer counterparties which may expose such clients to the risk that a counterparty will not settle a transaction in accordance with its terms because of a solvency or liquidity problem with the counterparty. Delays in settlement may also result from disputes over the terms of the contract (whether or not bona fide). In addition, clients will likely have, from time to time, a concentrated risk in certain counterparties, which may mean that if such counterparty were to become insolvent or have a liquidity problem, losses would be greater than if the Investment Adviser had caused its clients to enter into contracts with multiple counterparties. Certain OTC derivative contracts require that the clients post collateral. If there is a default by a counterparty, clients will typically have contractual remedies pursuant to the agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in the net asset value of applicable client portfolios being less than if the Investment Adviser had not caused its clients to enter into the transaction. Furthermore, there is a risk that any of such counterparties could become insolvent and/or the subject of insolvency proceedings. In such case, the recovery of clients’ Securities from such counterparty or the payment of claims in respect of such Securities may be significantly delayed and the Investment Adviser may recover substantially less for clients than the full value of the Securities entrusted to such counterparty. Collateral that the Investment Adviser causes clients to post to their counterparties that is not segregated with a third party custodian may not have the benefit of customer-protected “segregation” of such clients. In the event that a counterparty were to become insolvent, clients may become subject to the risk that they may not receive the return of posted collateral or that such collateral may take some time to return. In addition, the Investment Adviser may cause clients to use counterparties located in jurisdictions outside the United States. Such local counterparties usually are subject to laws and regulations in non-U.S. jurisdictions that are designed to protect customers in the event of their insolvency. However, the practical

effect of these laws and their application to the clients’ assets are subject to substantial limitations and uncertainties. Because of the range of possible factual scenarios involving the insolvency of a counterparty and the potentially large number of entities and jurisdictions that may be involved, it is impossible to generalize about the effect of such an insolvency on client portfolios and the assets of such portfolios. Clients should assume that the insolvency of any such counterparty would result in significant delays in recovering clients’ Securities from or the payment of claims in respect of such Securities by such counterparty and a loss to the applicable clients, which could be material. Competition; Availability of Investments Certain markets in which the Investment Adviser causes clients to invest are extremely competitive for attractive investment opportunities. As a result, there can be no assurance that the Investment Adviser will be able to identify or successfully pursue attractive investment opportunities in such environments, including the current one. Also, if competition for a limited universe of attractive investments further intensifies, the Investment Adviser may only be able to arrange for clients’ participation in such investments on terms that, under normal circumstances, would be viewed as undesirable, or the Investment Adviser may decide to forego investments in otherwise attractive opportunities due to undesirable terms. Subject to the Investment Adviser’s policies and procedures, the personnel of the Investment Adviser expect to, and do, discuss with other market participants, such as other investment managers, including investment managers of Portfolio Funds in which clients have made a seed or similar investment, information regarding existing and potential investments (including information that would otherwise be maintained confidentially). While these interactions are intended to benefit clients, there is a risk that the sharing of such ideas could result in increased competition for potential investments, and result in the Investment Adviser not being able to make certain investments for clients in the amounts or at the prices that would have been obtainable had the personnel not shared such information. Volatility Risk The investment program that the Investment Adviser pursues on behalf of its clients will involve the purchase and sale of relatively volatile Securities and/or investments in volatile markets. Fluctuations or prolonged changes in the volatility of such Securities and/or markets can adversely affect the value of Securities held by clients. Credit Ratings In general, the credit rating assigned by a nationally recognized rating agency to a Security represents such rating agency’s opinion of the safety of the principal and interest payments of the rated instrument based on available information. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such Securities. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. Clients can be expected to incur

losses if the Investment Adviser causes such clients to make investments based on credit ratings that subsequently change in a way not favorable to the clients’ investment objective. Co-Investments The Investment Adviser causes the Funds to co-invest (and has previously caused the Funds to coinvest) with one or more Co-Investment Entities, investors in the Funds, investors in Co-Investment Entities, or other third parties (including affiliates of the Investment Adviser, the Fund General Partners, and their respective members, partners, officers or employees or affiliates of any of them), through joint ventures or other structures, and in particular, the Principal Owner and the Investment Adviser-Related Investors (as detailed further in Item 11, below) may co-invest with clients whether or not the particular coinvestment opportunity is offered to investors, investors of certain clients or other third-party investors. Third-party involvement with an investment may negatively impact the returns of such investment if, for example, the third-party co-investor has financial difficulties, has economic or business interests or goals that are inconsistent with those of clients, has direct participation or control of such investment (rather than participation through an entity controlled by the Investment Adviser) or is in a position to take (or block) action in a manner contrary to clients’ investment objectives. In circumstances where such third parties involve an external management group, such third parties may enter into compensation arrangements relating to such investments that may differ from those compensation arrangements otherwise applicable to other investors, including management fee and incentive compensation arrangements. Such differing compensation arrangements will reduce the returns to participants in the investments. Co-investments could also involve certain other risks. For example, in certain circumstances, clients could be liable for the actions of co-investors, e.g., if a co-investor fails to fund its portion of the coinvestment, and co-investors may not bear (or may bear less than their proportionate share of) expenses incurred in relation to the sourcing, due diligence or negotiation of a co-investment, whether or not such co-investment is consummated. In addition, expenses (e.g., broken deal expenses) associated with potential co-investment opportunities that are ultimately not consummated, are unlikely to be borne by contemplated co-investors (including Co-Investment Entities) unless otherwise provided for in the relevant governing documents; rather they will generally be borne by the Funds. Such expenses that will generally be borne by the Funds may involve expenses that are particularly attributable to co-investors, including Co-Investment Entities. Joint Ventures To the extent a co-investment is structured as a joint venture, the Investment Adviser’s ability to manage the joint venture will depend upon the nature and terms of the arrangements with the co-investors and clients’ relative ownership stake in the investment, each of which will be determined by negotiation at the time of the investment and the determination of which is subject to the discretion of the Investment Adviser. Depending on the Investment Adviser’s perception of the relative risks and rewards of a particular investment, the Investment Adviser may elect to invest in structures that afford relatively little or no operational and/or management control to the Investment Adviser and/or its clients. The Investment Adviser may enter into such arrangements on terms that restrict the Investment Adviser’s ability to dispose of its clients’ investments for potentially significant periods of time. The Investment Adviser may cause its clients to invest under circumstances where it does not control the investment and where a third party

does control, or has veto rights over, the investment. Such arrangements present risks not present with wholly-owned investments, such as the possibility that a co-investor becomes bankrupt, develops business interests or goals that conflict with the Investment Adviser’s interests and goals in respect of the investment, or acts in a way that results in the triggering of a buy/sell or other governance provision at an inopportune time. Significant Positions in Securities; Regulatory Requirements In the event that the Investment Adviser causes clients or certain other parties (including, without limitation, one or more Co-Investment Entities, Funds, and/or non-client co-investors investing alongside each other in a particular issuer), acting alone or as part of a group, to acquire a significant stake in certain issuers of Securities and such stake exceeds certain percentage or value limits, clients may be subject to regulation and regulatory oversight that may impose notification and filing requirements or other administrative burdens on clients and the Investment Adviser. Any such requirements may impose additional costs on clients and may delay the acquisition or disposition of the Securities or the Investment Adviser’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 the Investment Adviser’s ability to effect desired trades on behalf of its clients (including, without limitation, one or more Co-Investment Entities and/or Funds investing alongside each other in a particular issuer). 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 clients’ position limits were aggregated with another entity’s (whether affiliated with the Investment Adviser or not) position limits, the effect on clients and resulting restriction on specific clients’ investment activities may be significant. If at any time positions managed by the Investment Adviser were to exceed applicable position limits, the Investment Adviser would be required to liquidate positions, which might include positions held by clients, to the extent necessary to come within those limits. Further, to avoid exceeding any position limits, the Investment Adviser might have to forego or modify certain of its contemplated trades for its clients. In addition, if the Investment Adviser causes clients or certain other parties (including, without limitation, one or more Co-Investment Entities, Funds and/or non-client co-investors investing alongside each other in a particular issuer), acting alone or as part of a group, to acquire 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”), such clients 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 clients will be prohibited from entering into a short position in such issuer’s securities, and therefore have limited ability to hedge such investments. Similar restrictions and requirements may apply in non-U.S. jurisdictions. The Investment Adviser may cause its clients or certain other parties (including, without limitation, one or more Co-Investment Entities, Funds, and/or non-client co-investors investing alongside each other in a particular issuer), acting either alone or as part of a group, to acquire a “control” position in an issuer’s

Securities. This may subject clients 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. If the Investment Adviser’s personnel serve as a board member, board observer, or in a similar capacity with respect to a company, the Investment Adviser and its clients could become subject to investment restrictions imposed by that company, which could limit the investments and transactions that the Investment Adviser can cause clients to execute. Exposure to Material Non-Public Information From time to time, the Investment Adviser and/or its personnel may, in the course of its activities with respect to pursuing clients’ investment program (including in the course of its activities of serving as a board member, board observer, or in a similar capacity with respect to any portfolio company of any of the clients), receive material non-public information with respect to an issuer of publicly traded Securities. In addition, during the course of the research process (or in the course of serving as a board member, board observer, or in a similar capacity with respect to any portfolio company of any of the clients), the Investment Adviser may share and receive information from other market participants, such as other investment managers, including investment managers of Portfolio Funds in which clients have made a seed or similar investment, which could increase the likelihood that the Investment Adviser will receive material nonpublic information and be required to restrict trading in an issuer’s securities. In such circumstances, the Investment Adviser may restrict a client, or the Investment Adviser (acting on behalf of its clients) may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. If these restrictions or prohibitions apply to Securities in which the Investment Adviser is considering causing a client to make an investment, such restrictions or limitations could prevent the Investment Adviser from accessing a profitable investment opportunity for its clients. If such restrictions or limitations apply to Securities in which a client has an existing investment, then such restrictions or limitations could give rise to substantial investment losses, which losses, in the case of a Security in which a client has a short position, are theoretically unlimited. Commodity Interest Trading Limit The Investment Adviser currently operates the Funds subject to the U.S. Commodity Futures Trading Commission’s (“CFTC”) Rule 4.13(a)(3) de minimis exemption (the “4.13(a)(3) Exemption”). While the 4.13(a)(3) Exemption provides relief from certain CFTC reporting and recordkeeping requirements, it generally requires the Funds to, among other things, have de minimis levels of commodity interest trading. Accordingly, the Funds will operate with significant restrictions upon their trading of the instruments that are restricted under the 4.13(a)(3) Exemption, such as commodity futures, security futures options thereon and certain swaps. As a substitute for such instruments, the Investment Adviser may cause the Funds to trade other instruments that are not restricted under the 4.13(a)(3) Exemption. As a result, a

Fund may incur higher transaction costs or effect a less optimal hedge than it would otherwise be able to if it were not operated subject to the 4.13(a)(3) Exemption. Currency Exchange Exposure The Investment Adviser may cause clients to invest in Securities denominated in currencies other than the U.S. dollar. The Investment Adviser values its clients’ Securities in U.S. dollars. The Investment Adviser may or may not seek to hedge clients’ non-U.S. currency exposure by entering into currency hedging transactions. There can be no guarantee that Securities suitable for hedging currency or market shifts will be available at the time when the Investment Adviser wishes to use them, or that hedging techniques employed by the Investment Adviser on behalf of its clients will be effective. Furthermore, certain currency market risks may not be fully hedged or hedged at all. To the extent unhedged, the value of client positions denominated in currencies other than the U.S. dollar will fluctuate with U.S. dollar exchange rates as well as with the price changes of the investments in the various local markets and currencies. Banking Relationships The Investment Adviser and its clients will hold cash and other assets in accounts with one or more banks, custodians or depository or credit institutions (collectively, “Banking Institutions”), which may include both U.S. and non-U.S. Banking Institutions from time to time. The Investment Adviser may also cause clients to enter into credit facilities and have other relationships with Banking Institutions as detailed in the clients’ governing documents. The distress, impairment, or failure of, or a lack of investor or customer confidence in, any of such Banking Institutions may limit the ability of each of the Investment Adviser and its clients to access, transfer or otherwise deal with its assets, draw upon a credit facility, or rely upon any of such other relationships, in a timely manner or at all, and may result in other market volatility and disruption, including by affecting other Banking Institutions. All of the foregoing could have a negative impact on clients. For example, in such a scenario, the Investment Adviser could be forced to cause its clients to delay or forgo an investment or a distribution, including in connection with a withdrawal, or generate cash to fund such investment or distribution from other sources (including by disposing of other investments or making other borrowings) in a manner that it would not have otherwise considered desirable. Furthermore, in the event of the failure of a Banking Institution, access to a depository account with that institution could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC (and similar considerations may apply to Banking Institutions in other jurisdictions not subject to FDIC protection). In such a case, the Investment Adviser or its clients, as applicable, may not recover all or a portion of such excess uninsured amounts and could instead have an unsecured or other type of impaired claim against the Banking Institution (alongside other unsecured or impaired creditors). The Investment Adviser does not expect to be in a position to reliably identify in advance all potential solvency or stress concerns with respect to its or its clients’ banking relationships, and there can be no assurance that the Investment Adviser or its clients will be able to easily establish alternative relationships with and transfer assets to other Banking Institutions in the event a Banking Institution comes under stress or fails. Investment and Due Diligence Process Due diligence generally entails evaluation of important and complex business, financial, tax, accounting, environmental and legal issues. Before making investments, the Investment Adviser will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances

applicable to each investment, including the timeframe in which a particular investment needs to be made and the information available to the Investment Adviser (both of which, at times, have been and may be limited). When conducting due diligence and making an assessment regarding an investment, the Investment Adviser will rely on the resources reasonably available to it. For example, outside consultants, legal advisors, accountants and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the facts and circumstances related thereto, and the Investment Adviser may rely on the advice of such parties. However, whether or not known to the Investment Adviser at the time, such resources may not be sufficient, accurate, complete or reliable, and due diligence may not reveal or highlight matters that could have a material adverse effect on the value of an investment. For example, there can be no assurance that the Investment Adviser will be able to detect or prevent irregular accounting, employee misconduct or other fraudulent practices during the due diligence phase of an investment or during its efforts to monitor an investment on an ongoing basis. At times, the investment opportunities pursued by the Investment Adviser on behalf of its clients require rapid execution, and investment analyses, due diligence, negotiations and decisions by the Investment Adviser may be required to be undertaken on an expedited basis. From time to time, in such cases, the information available to the Investment Adviser at the time of an investment decision may be limited, and the Investment Adviser may not have access to detailed information regarding the investment opportunity or an opportunity to diligence and/or confirm information regarding the opportunity. Therefore, no assurance can be given that the Investment Adviser will have knowledge of circumstances that may adversely affect an investment or be in a position to negotiate terms that appropriately address such risks. It frequently is difficult to obtain information as to the true condition of an issuer and the Investment Adviser may rely upon the accuracy and completeness of representations and disclosures made by issuers and/or their owners (which, in either case, even of themselves may be very limited in scope) in the due diligence process or otherwise in the public filings of such issuer when it makes an investment. Moreover, there can be no assurance that attempts to obtain downside protection with respect to assets or companies in which the Investment Adviser causes clients to invest will achieve their desired effect, and in certain cases, depending on the type of Security or type of issuer, an opportunity may only be available on the basis of limited representations, warranties or covenants (e.g., “covenant lite” instruments), and the lack of robust representations, warranties or covenants is likely to increase the risk associated with the investment. The Investment Adviser generally, although not necessarily exclusively, pursues investment opportunities where clients will be a minority owner. As a result, with respect to such investment opportunities, the Investment Adviser may not have the same level of access to information in comparison to market participants pursuing controlling interests. In countries where generally accepted accounting principles and practices differ significantly from those practiced in the United States, the evaluation of potential investments and the ability to perform due diligence may also be affected. For example, the assets and profits appearing on the financial statements of a company operating in one or more non-U.S. countries may not reflect its financial position or results of operations in the way they would be reflected if the financial statements had been prepared in accordance with GAAP. Accordingly, information available to the Investment Adviser, including both general economic and commercial information and information concerning specific enterprises, securities or assets, may be relatively less reliable, detailed or accurate. In addition, for companies that keep accounting records in local currency, inflation accounting rules may require, for both tax and accounting purposes, that certain

assets and liabilities be restated on the company’s balance sheet in order to express items in terms of currency of constant purchasing power while others do not permit such restatement. Inflation accounting may indirectly generate losses or profits or disguise true losses or profits. Uncertainty of Financial Projections The Investment Adviser may use financial projections to help analyze a potential investment or future capital raises by, and financing for, portfolio companies or other transactions. Projected operating results will often be based on management judgments, with adjustments to such projections made by the Investment Adviser in its discretion. In all cases, projections are only estimates of future results that are based upon assumptions made at the time that the projections are developed. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the projections. General economic conditions, which are not predictable, can have a material adverse effect on the reliability of such financial projections. Fundamental Analysis Certain trading or investment decisions made by the Investment Adviser will be based on fundamental analysis. Data on which fundamental analysis relies may be inaccurate or may be generally available to other market participants. To the extent that any such data are inaccurate or that other market participants have developed, based on such data, trading or investment strategies similar to the Investment Adviser’s trading or investment strategies (that it pursues on behalf of its clients), the Investment Adviser may not be able to realize its clients’ investment goals. In addition, fundamental market information is subject to interpretation. To the extent that the Investment Adviser misinterprets the meaning of certain data, clients may incur losses. Alternative Data The Investment Adviser uses, and expects to continue to use, alternative data in its investment process. Alternative data includes datasets that have been culled from a variety of sources, such as internet usage, payment records, financial transactions, weather and other physical phenomena sensors, applications and devices (such as smartphones) that generate location and mobility data, data gathered by satellites, and government and other public records databases (this data is sometimes referred to as “big data” or “alternative data”). The Investment Adviser applies this alternative data to better anticipate micro- and macro-economic trends and otherwise to develop or improve trading or investment themes. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts that are expected to be borne — in whole or in part — by clients. No assurance can be given that the Investment Adviser will be successful in utilizing alternative data in its investment process. Moreover, there has been scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse under current or future laws and regulations could create liability for the Investment Adviser and clients in numerous jurisdictions. The Investment Adviser cannot predict what, if any, regulatory or other actions may be asserted with regard to alternative data, but any adverse inquiries or formal actions could cause reputational, financial, or other harm to the Investment Adviser or to its

clients. Conversely, any future limitations on the use of alternative data could have a material adverse impact on the performance of client portfolios. General Economic and Market Conditions The success of the Investment Adviser’s investment activities on behalf of its clients will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the clients’ investments), trade barriers, tariffs, import/export controls, global supply chains, currency exchange controls, and national and international political circumstances (including wars, terrorist acts, immigration policies or security operations), among other factors. These factors may affect the level and volatility of the prices and the liquidity of client investments. Volatility or illiquidity could impair the profitability of client portfolios or result in losses. The Investment Adviser causes its clients to maintain substantial trading positions that can be adversely affected by the level of volatility in the financial markets. Political Risks; Trade Policy Government transitions resulting from U.S. presidential and other elections create significant uncertainty with respect to legal, tax, and regulatory regimes under which the clients, as well as the Investment Adviser, will operate. Changes in the composition of the U.S. government following such elections have resulted, and may continue to result, in a number of changes to U.S. and non-U.S. economic, national security, fiscal, tax, and other policies, as well as the global financial markets generally. Elections and subsequent changes in the composition of foreign governments are likely to present corollary changes that could likewise affect the clients, as well as the Investment Adviser. Any significant changes in, among other things, economic policy (including with respect to interest rates, foreign trade (including the imposition of tariffs), and regulatory changes leading to greater availability of bank debt), national security policy and diplomatic relations, the regulation of the asset management industry, tax law, immigration policy, and/or government entitlement programs could have a material adverse impact on the clients and their investments. Governmental Interventions Extreme volatility and illiquidity in markets has in the past led to, and may in the future lead to, extensive governmental interventions in equity, credit and currency markets. Generally, such interventions are intended to reduce volatility and precipitous drops in value. In certain cases, governments have intervened on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in uncertainty. It is impossible to predict when these restrictions will be imposed, what the interim or permanent restrictions will be and/or the effect of such restrictions on the clients’ strategies. Inflation Risk Inflation results from the variation in the value of cash flows from an investment of clients due to inflation, as measured in terms of purchasing power. The United States and other economies have recently experienced historically high inflation rate levels and there is uncertainty in connection with changing expectations relating to inflation and deflation. Changes in inflation rates may adversely impact clients and

their return on investments. For example, returns on investments of clients which have fixed interest rates may suffer as a result of inflation. Interest Rate Volatility Uncertainty in the U.S. and global economy, and sensitivity of interest rates to changes in U.S. government and other nations’ monetary and fiscal policies, including changes in the federal funds rate, create a risk that interest rates will be volatile in the future. Interest rate volatility is difficult to predict, and may cause the value of any assets sensitive to interest rates, including fixed income instruments, held by clients to decrease, which may result in substantial withdrawals from clients that, in turn, force the Investment Adviser to cause clients to liquidate such instruments at disadvantageous prices negatively impacting the performance of client portfolios. Negative Interest Rate To the extent that the Investment Adviser is obligated to cause clients to pledge cash collateral to secure clients’ obligations under prime brokerage, currency hedging (and other) arrangements, if interest rates are negative, clients may be required to pay interest to the secured party at a rate equal to the absolute value of the negative interest rate. Negative interest rates and/or fees of this type could have an adverse effect on alternative investment funds, including clients. Rise of High-Frequency Trading In recent years, high-frequency trading has increased, which has raised questions about the impact high-frequency trading has on financial markets generally. Though the increase in high-frequency trading has been correlated with increased market liquidity, this purported liquidity may be illusory and highfrequency trading may be the cause of reductions in true liquidity and certain instances of extreme volatility. Opponents of high-frequency trading argue that it exploits the work of active traders, has reduced the number of active traders and has resulted in increased execution costs. The effects of high-frequency trading on specific trades or markets generally may adversely affect the Investment Adviser’s ability to effect the trading strategy that the Investment Adviser pursues on behalf of its clients. 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. Other regulatory changes, such as an increase in the scope of commodities and commodity derivatives regulation, including position limits and regulatory position management powers, could, over

time, similarly lead to liquidity reduction and/or an increase in costs and spreads in the European commodities markets. 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 Investment Adviser to execute the clients’ investment program. Sanctions Clients’ operations are or may become subject to economic sanctions laws and regulations of various jurisdictions. At any time, whether under applicable law, by contractual commitment or as a voluntary risk management measure, clients may be required, or elect, to comply with various sanctions programs, including the Specifically Designated Nationals and Blocked Persons List and Sectoral Sanctions programs administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the sanctions regimes administered by subsidiary organs of the United Nations Security Council, the Sanctions Orders of the Cayman Islands (including as extended to the Cayman Islands by Order of the government of the United Kingdom from time to time), and the Restrictive measures adopted by the European Union. Some sanctions that may apply to clients prohibit or restrict dealings with particular identified persons. Other potentially applicable sanctions programs broadly prohibit or restrict dealings in certain countries or territories or with individuals and entities located in such countries or territories. In addition to such current sanctions, additional sanctions may be imposed in the future. Such sanctions may be imposed with little or no advance warning or “safe harbor” for compliance and may be ambiguous, including as to the scope of financial activities that regulators may ultimately deem to be covered by the sanctions. Depending on the scope and duration of a particular sanctions program, compliance by clients may result in a material adverse effect on clients or investors’ investments therein. The Investment Adviser and clients may be subject to heightened or targeted regulatory scrutiny and information requests as a result of such sanctions. In addition, if the Investment Adviser or clients were to violate or be deemed in violation of any such sanction, it could face significant legal and monetary penalties. Sanctions may negatively impact clients’ ability to effectively implement their investment strategies and have a material adverse impact on clients’ investments in various ways, including by preventing or inhibiting clients from making certain investments, forcing clients to divest from investments previously made, and leading to substantial reductions in the revenues, profits and value of clients’ investments. Finally, sanctions may have broader economic implications, such as influencing the price of certain commodities, which may have adverse effects on inflation and the value of the U.S. dollar, which may adversely affect investment objectives and strategies of clients. In particular, and by way of example, the value of certain client investments in Chinese companies could be adversely affected by sanctions. Relations between China and the United States have recently become strained, resulting, at times, in a degradation in trade relations and the imposition of sanctions. The U.S. Government, through legislation enacted by Congress, Executive Orders issued by the President, and regulations and other actions by various U.S. federal government agencies, including OFAC, the U.S. Department of Commerce, the U.S. Department of State and the U.S. Department of Defense, has imposed or

authorized the imposition of sanctions against certain Chinese government officials, government entities, and state-owned and non-state-owned companies. The advent and extent of similar sanctions may be difficult to anticipate. In the event that conflict between the United States and China continues to escalate, additional laws and regulations may be adopted and additional sanctions may be imposed targeting Chinese companies in which clients have invested or otherwise affecting the operations of clients, the Investment Adviser and its affiliates. The value of investments in Chinese companies generally could be significantly adversely affected, and certain investment objectives and strategies of clients may become obsolete. Climate Change-Related Risks The environmental effects of climate change, including rising temperatures, extreme weather, fires, flooding, erratic weather fluctuations, agricultural failures and displacement and destabilization of human populations, could have materially adverse effects on the Securities held by clients. The Investment Adviser believes that such risks may increase over time, although the time period over which these consequences might unfold is difficult to predict. In addition to the physical, economic and geo-political risks associated with climate change, there are transition risks. The willingness of certain governments, industries and businesses, especially those that profit from, or have a reliance on, fossil fuels, to adapt to climate change or transition to sustainable practices may also adversely affect the Securities held by clients. Regulatory changes and divestment movements tied to concerns about climate change could adversely affect the value of certain industries whose activities or products are seen as accelerating climate change, or ill-positioned in light of the economic and social demands imposed by climate change. In recent years, certain investors have incorporated the business risks of climate change and the adequacy of companies’ responses to climate change as part of their investment theses. These shifts in investing priorities may result in adverse effects on the trading price of Securities if investors determine that a company has not made sufficient progress on climate change and environmental sustainability matters whether or not climate change proves to be as severe as predicted or preventable. The values of Securities whose performance is linked to assets and revenue streams that are exposed to climate change risk may readily be affected by both long-term, systemic effects of climate change, as well as severe environmental events whose occurrence is inherently unpredictable. Systemic Risk Systemic risk is the risk of broad financial system stress or collapse triggered by the default of one or more financial institutions, which results in a series of defaults by other interdependent financial institutions. Financial intermediaries, such as clearinghouses, banks, securities firms and exchanges with which the Investment Adviser and/or clients interact, as well as clients themselves, are all subject to systemic risk. A systemic failure could have material adverse consequences on client portfolios and on the markets for the securities in which the Investment Adviser seeks to cause clients to invest.

In recent years, retail investors have benefitted from increased access to the financial markets due to new smartphone and computer applications. Many of these retail investors have little or no experience investing in financial markets. The simultaneous rise of online social media platforms has created opportunities for these new market participants and established investors to discuss and share information about potential investments, whether or not such discussions or information is accurate or based on verifiable data. These social media interactions could motivate investors with a large amount of capital or large groups of investors with small amounts of capital (but which in the aggregate constitute a large amount of capital) to make investment decisions that may result in significant price fluctuations that appear divorced from common principles of fundamental analysis (e.g., the early 2021 price fluctuations in NYSE:GME and NYSE:AMC). A concomitant sudden and dramatic increase in trading volume of securities and derivatives could lead to a loss of liquidity by certain brokers and clearinghouses, which could have further adverse effects on market participants or the market as a whole. Market volatility of this type is difficult to predict and can lead to significant losses to holders of implicated or related investments, including clients. Cybersecurity Risk Clients depend on the Investment Adviser to develop and implement appropriate systems for clients’ activities. The Investment Adviser relies extensively on computer programs and systems (and may rely on new systems and technology in the future) for various purposes including trading, clearing and settling transactions, evaluating certain financial instruments, monitoring its portfolio and net capital, and generating risk management and other reports that are critical to oversight of clients’ activities. Certain operations interfaces are dependent upon systems operated by third parties, including service providers. Service providers may also depend on information technology systems and, notwithstanding the diligence that may be performed on such service providers, the Investment Adviser may not be in a position to verify the risks or reliability of such information technology systems. The Investment Adviser and clients’ service providers are subject to risks associated with a breach in cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from both intentional cyber-attacks and hacking by other computer users as well as unintentional damage or interruption that, in either case, can result in damage and disruption to hardware and software systems, loss or corruption of data, and/or misappropriation of confidential information. For example, information and technology systems are vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Such damage or interruptions to information technology systems may cause losses to client portfolios by affecting the Investment Adviser’s ability to calculate net asset value or impeding or sabotaging trading. A cybersecurity breach could expose both clients and the Investment Adviser (which, in most circumstances, will be entitled to indemnity from clients) to substantial costs (including those associated with forensic analysis of the origin and scope of the breach, increased and upgraded cybersecurity, identity theft, unauthorized use of proprietary information, litigation, adverse investor reaction, the dissemination

of confidential and proprietary information and reputational damage), civil liability as well as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals from Funds. Fund investors could also be exposed to losses resulting from unauthorized use of their personal information. While the Investment Adviser has implemented various measures to manage risks associated with cybersecurity breaches, including establishing business continuity 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 the Fund invests, which could affect their business and financial performance, resulting in material adverse consequences for such issuers, and causing the Fund’s investment in such securities to lose value. The loss or improper access, use or disclosure of the Investment Adviser’s or clients’ proprietary information may cause the Investment Adviser or clients 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 client portfolios. Artificial Intelligence Risks Developments in generative artificial intelligence such as ChatGPT and similar large language models and chatbots (collectively, “Generative AI”) can pose risks to the Investment Adviser, its clients and clients’ investments. The Investment Adviser has begun using Generative AI in various processes, including, without limitation, to assist in certain investment research activities. The Investment Adviser is also exposed to the risks of Generative AI through third parties (including, but not limited to, the Investment Adviser’s or a client’s service providers or counterparties) that use Generative AI, and the Investment Adviser may not always be aware of such use. The Investment Adviser cannot necessarily control the manner in which products created and/or utilized by third parties are developed or maintained. Generative AI is highly reliant on the collection and analysis of large amounts of data, and in many instances it may not be possible or practicable to incorporate all potentially relevant data into the data set that Generative AI utilizes or fully to evaluate the source and the reliability of the data being analyzed. Further, the outputs of Generative AI may be inaccurate or unreliable and are also susceptible to errors in their subsequent analysis. Generative AI that is based on a limited set of data is less likely to incorporate all potentially relevant information in producing outputs. This could limit the utility or reliability of such technologies used by the Investment Adviser. Additionally, the use of Generative AI may involve (i) cybersecurity risks (including, but not limited to, the increased likelihood that the Investment Adviser, a client and a client’s investments become a victim of cybercrime), (ii) threats to proprietary and confidential information, (iii) intellectual property violations, (iv) access to, or disclosure of, personal information in violation of applicable data protection laws, and (v) other risks that are not currently foreseen. Such inaccuracies, errors, risks, threats, and/or violations could have adverse impacts on the Investment Adviser, its clients and clients’ investments. Generative AI continues to develop rapidly, making it difficult to predict the future risks that may arise from such developments. Due to the rapidly evolving nature of Generative AI and its widespread potential uses, the Investment Adviser expects that its policies and procedures will continue to evolve to address the challenges of Generative AI in a manner reasonably designed to match the Investment Adviser’s use of, and interaction with, such technologies.

Assumption of Catastrophe Risks Clients 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 (which may be caused, or enhanced in frequency and severity, by climate change factors); war, terrorism and other armed conflicts; social or political unrest; 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 the Investment Adviser causes its clients to participate (or has a material negative impact on the operations of the Investment Adviser or the Funds’ service providers), the risks of loss can be substantial and could have a material adverse effect on client portfolios and fund investors’ investments in the Funds. TMT Sector The Investment Adviser causes certain clients to invest in the Securities of issuers in the technology sector, which investments involve substantial risks. These risks include but are not limited to: (i) the fact that certain companies in client portfolios may have limited operating histories; (ii) 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; (iii) scarcity of management, engineering and marketing personnel with appropriate technological training; (iv) the possibility of lawsuits related to technological patents; (v) 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 (vi) volatility in the U.S. stock markets affecting the prices of technology company Securities, which may cause the performance of client portfolios to experience substantial volatility. The Investment Adviser may also cause clients to invest in the Securities of issuers in the business services sector (such as providers of credit risk analysis and reporting, educators, payroll providers, merchant processors, staffing providers, among others), which investments generally involve a number of the risks associated with the technology sector. Investing in Securities of media companies (which may engage in the production or distribution of television, film, radio, internet and other content) and telecommunications companies (which may provide traditional and wireless telephone services, paging, data transmission services, equipment retailing and internet services) also involves substantial risks. Whereas traditionally media and telecommunications companies were considered to be in different sectors, these sectors have increasingly converged and oftentimes overlap in the services they provide. Companies in the media and telecommunications sector may encounter distressed cash flows due to the need to commit substantial capital to meet increasing competition, particularly in formulating new products and services using new technology. In addition, media and telecommunications companies may be subject to greater price volatility than the overall market due to a variety of factors, including: changing government regulations, changing consumer tastes, intense competition, and strong market reactions to technological developments throughout the industry. To the extent that the Investment Adviser causes its clients to make any early-stage investments, the Investment Adviser expects that the clients will invest in companies whose performance may be highly correlated with their ability to successfully implement new technology and/or exploit existing technologies

(such as FinTech companies). Technology-reliant sectors are challenged by various factors, including rapidly changing market conditions and participants, new competing products and services, and improvements in existing products and services. There is no assurance that products or services sold by companies will not be rendered obsolete or adversely affected by competing products and services or other challenges. In the event that technology-reliant sectors decline or that companies are unable to utilize technology successfully and competitively, returns to client portfolios may decrease. Industrials Sector The Investment Adviser causes certain clients to invest in the Securities of issuers in the industrials sector, such as those involved in construction and manufacturing, transportation (e.g., rails and roads), aerospace and defense, industrial machinery and equipment and electrical components and equipment. The industrials sector can be significantly affected by general economic trends, including employment, economic growth, inflation rates, and interest rates; changes in consumer sentiment and spending; the supply of and demand for specific industrial and energy products or services as well as global supply chains for such products or services; government regulation and spending; and global competition. For example, adverse changes in the prices of certain commodities and unit volume reductions resulting from an oversupply of materials used in industrials and energy equipment and services industries can adversely affect those industries. Furthermore, a company in the industrials sector can be subject to liability for environmental damage, depletion of resources and mandated expenditures for safety and pollution control. Healthcare Sector The Investment Adviser causes certain clients to invest in the Securities of issuers in the healthcare sector, which investments involve substantial risks, including: (i) the fact that certain companies in client portfolios may have limited operating histories; (ii) the fact that the scarcity of management and marketing personnel with appropriate scientific or medical training may result in slow or impeded growth of a company; (iii) the possibility of lawsuits related to patents or products; (iv) obsolescence of products; (v) change in government policies; (vi) changes in investor sentiments and preferences with regard to healthcare sector investments (some of which are generally perceived as risky); (vii) volatility in the U.S. stock markets that affects the prices of healthcare company securities resulting in substantial volatility in the performance of client portfolios; (viii) the difficulty and burden of securing intellectual property rights in the field of medical devices, diagnostics, pharmaceuticals and biotechnology; and (ix) the fact that many companies in the healthcare sector are subject to extensive government regulation. Consumer Sector The Investment Adviser causes certain clients to invest in the Securities of issuers in the consumer sector, which investments involve substantial risk. The success of consumer product manufacturers and retailers is tied closely to the performance of the overall domestic and global economy, interest rates, inflation rates, global supply chains, tariffs, trade policy, import/export controls, competition and consumer confidence. Success depends heavily on disposable household income and consumer spending. Also, companies in the consumer discretionary sector may be subject to severe competition, which may have an

adverse impact on their respective profitability. Changes in demographics and consumer tastes can also affect the demand for, and success of, consumer products and services in the marketplace. Real Estate Sector The Investment Adviser causes certain clients to invest in the real estate sector, including through investments in Securities issued by entities which invest in real estate, including real estate partnerships and REITs, which investments generally will be subject to the risks incident to the ownership and operation of real estate and/or risks incident to the making of nonrecourse mortgage loans secured by real estate. Such risks include the risks associated with both the domestic and international general economic climates; local real estate conditions; risks due to dependence on cash flow; risks and operating problems arising out of the absence of certain construction materials; changes in supply of, or demand for, competing properties in an area (as a result, for instance, of over-building); the financial condition of tenants, buyers and sellers of properties; changes in availability of debt financing; energy and supply shortages; changes in the tax, real estate, environmental, and zoning laws and regulations; various uninsured or uninsurable risks; natural disasters; and the ability of clients or third-party borrowers to manage the real properties. In addition, clients may own, or indirectly incur the burdens of ownership of, real property, which burdens include the paying of expenses and taxes, maintaining such property and any improvements thereon, and ultimately disposing of such property. Real estate investments are generally not as liquid as other types of investments and this lack of liquidity may limit the Investment Adviser’s ability to react promptly to changes in economic or other conditions. In addition, expenditures associated with real estate investments, such as mortgage payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. Clients may also need to comply with certain legal, tax and other requirements (for example, requirements of environmental laws) prior to liquidating real estate investments. Without limiting the generality of the foregoing, the Fund General Partner (i) may cause the investors to invest in real estate investments through clients or an Alternative Investment Vehicle and (ii) may cause clients or an Alternative Investment Vehicle to make such investments through a REIT, including a REIT managed by, and/or affiliated with, the Investment Adviser and its affiliates. There are various organizational, administrative and other requirements applicable to REITs, and certain consequences related to the failure of a REIT to meet such requirements. Complying with such requirements may be costly and may hinder a REIT and/or the Fund’s ability to operate solely on the basis of maximizing profits. For example, it is possible that requirements concerning distributions may cause a REIT to have to make distributions at inopportune times, such as when there are insufficient funds, causing such REIT to have to (i) sell assets in adverse market conditions, (ii) borrow on unfavorable terms, and/or (iii) distribute amounts that would otherwise be used to make future investments or capital expenditures. Relatedly, requirements concerning assets and income may require the liquidation and/or restructuring of assets and may result in a REIT and/or clients or an Alternative Investment Vehicle being unable to effectively hedge against risks and/or to forgo otherwise attractive investment opportunities. Financial Services Sector The Investment Adviser causes certain clients to invest in the Securities of issuers in the financial services sector, including investment and commercial banks, insurance companies, specialty finance firms,

mortgage originators and other companies engaged in the financial services industry (collectively, “Financial Services Institutions”). Such investments involve substantial risk. In the course of conducting their business operations, Financial Services Institutions are exposed to a variety of risks that are inherent to the financial services industry, including fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads caused by global and local market and economic conditions; creditrelated losses that can occur as a result of an individual, counterparty or issuer being unable or unwilling to honor its contractual obligations; the potential inability to repay short-term borrowings with new borrowings or assets that can be quickly converted into cash while meeting other obligations; operational failures or unfavorable external events; potential changes to the established rules and policies of various U.S. and non-U.S. legislative bodies and regulatory and exchange authorities, such as U.S. Federal and state securities, bank regulators and industry participants; risks associated with litigation, investigations or proceedings by private claimants and governmental and self-regulatory agencies arising in connection with a Financial Services Institution’s activities; and its continuing ability to compete effectively in the market. While Financial Services Institutions seek to manage these and other risks through risk management policies and procedures, there can be no assurance that any such Financial Services Institution’s risk management practices will be effective. Investment and Trading Out of Sector The Investment Adviser may cause clients to trade in other regions or sectors, including for hedging purposes and/or on an opportunistic basis. Although out-of-sector positions are not expected to represent core positions, the profit or loss from those positions could have a material impact on the performance of client portfolios. Micro-, Small- and Medium-Capitalization Companies With respect to clients that invest in public securities, while the Investment Adviser expects its clients to primarily invest in the Securities of medium- and large-capitalization companies, the Investment Adviser may cause clients to invest in micro- and small-capitalization companies. Investments in Securities of micro- and small-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 smallcapitalization 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. Finally, due to thin trading in the Securities of some micro- and small-capitalization companies, an investment in those companies may be illiquid. Disclosure of Investment Portfolio The audited financial statements of certain clients may not include a detailed listing of investments held by the clients. Such confidentiality may be maintained for the purpose of preventing third parties from using information concerning clients or such clients’ investments to their detriment. Examples of ways in which such information could be used adversely to clients include: (i) to “front run” a client on sales, or additional purchases, of such investments, (ii) to make it more difficult for a client to protect its investments by withholding, or causing others to withhold, prospective investments, (iii) to make it difficult to acquire

or borrow securities, or (iv) otherwise to interfere with a client’s investment objectives. For this reason, the Investment Adviser believes it is important to take extra precautions to maintain the confidentiality of its clients’ investments. The Investment Adviser may, in its sole discretion, disclose information regarding the investment portfolio to certain actual and potential investors that are subject to confidentiality obligations without disclosing such information to others. Government and Regulatory Agency Risks In some instances, the making or acquisition of an investment may involve substantive continuing involvement by, or an ongoing commitment to, a government, quasi-government, industry, self-regulatory or other relevant regulatory authority, body or agency (collectively, “Regulatory Agencies”). The nature of these obligations exposes the owners of the relevant investments to a higher level of regulatory control than typically imposed on other businesses. Regulatory Agencies might impose conditions on the construction, operations and activities of a business or asset as a condition to granting their approval or to satisfy regulatory requirements, including requirements that such assets remain managed by the Fund General Partners, the Investment Adviser, the clients or their respective affiliates, which could limit the ability of the clients to dispose of portfolio investments at opportune times. Regulatory Agencies may (and, in some cases, often do) have considerable discretion to change or increase regulation of the operations of a portfolio company of the clients or to otherwise implement laws, regulations or policies affecting its operations (including, in each case, with retroactive effect), separate from any contractual rights that the Regulatory Agencies’ counterparties have. Accordingly, additional or unanticipated regulatory approvals, including, without limitation, renewals, extensions, transfers, assignments, reissuances or similar actions, could be required to acquire an investment, and additional approvals could become applicable in the future due to, among other reasons, a change in applicable laws and regulations or a change in a portfolio company’s activities. There can be no assurance that the relevant portfolio company of the clients will be able to (i) obtain all required regulatory approvals that it does not yet have or that it could require in the future, (ii) obtain any necessary modifications to existing regulatory approvals or (iii) maintain required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation of a facility owned by any such portfolio company, the completion of a previously announced acquisition or sale to a third party, or could otherwise result in additional costs and material and adverse consequences to an investment vehicle and the clients. Regulatory Agencies could be influenced by political considerations and could make decisions that adversely affect a portfolio company’s business. There can be no assurance that the relevant government will not legislate, impose regulations, or change applicable laws, or act contrary to the law in a way that would materially and adversely affect the business of a portfolio company, including causing the reduction or elimination of a subsidy (on which certain types of investments might be materially dependent), all of which could have a material adverse impact on relevant investments by the clients in such portfolio company.

C. Risks Associated With Particular Types of Securities We do not limit our recommendations to clients to a particular type of investment instrument, but rather, we recommend and invest in multiple investment instruments. Given the broad discretion we have in managing our client portfolios, any one or more of the risks listed in the previous section may be incurred by our clients. While we do not limit our recommendations to clients to a particular type of investment instrument, we advise certain clients (e.g., Co-Investment Vehicles) with respect to an investment in a single security. However, because it may be useful in understanding our investment program, set forth below is a non-exclusive list of certain risks related to securities and other instruments that may be utilized within our client portfolios: Equity Securities Generally The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, clients may suffer losses if the Investment Adviser causes them to invest in equity instruments of issuers whose performance diverges from the Investment Adviser’s expectations or if equity markets generally move in a single direction and the Investment Adviser has not hedged client portfolios against such a general move. Clients also may be exposed to risks that issuers will not fulfill contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Illiquid Securities Certain Securities 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. Valuation of such Securities may be difficult or uncertain because there may be limited information available about the issuers of such Securities. The market prices, if any, for such Securities tend to be volatile and may not be readily ascertainable and the Investment Adviser may not be able to sell them on behalf of its clients 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 over-the-counter markets. The Investment Adviser may not be able to readily dispose of such illiquid investments held in client portfolios and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. As a result, clients may be required to hold such Securities despite adverse price movements. Even those markets which the Investment Adviser 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. Initial Public Offerings Investments in initial public offerings (or shortly thereafter) may involve higher risks than investments issued in secondary public offerings or purchases on a secondary market due to a variety of factors, including the limited number of shares available for trading, unseasoned trading, lack of investor knowledge of the issuer and limited operating history of the issuer. In addition, some companies in initial

public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. These factors may contribute to substantial price volatility for such Securities and, thus, for the value of client portfolios. Currencies A principal risk in trading currencies is the rapid fluctuation in the market prices of currency contracts. Prices of currency contracts traded by the Investment Adviser on behalf of its clients are affected generally by relative interest rates, which in turn are influenced by a wide variety of complex and difficult to predict factors such as money supply and demand, balance of payments, inflation levels, fiscal policy, and political and economic events. In addition, governments from time to time intervene, directly and by regulation, in these markets, with the specific effect, or intention, of influencing prices which 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. Digital Assets Clients have previously made private investments in certain companies that provide services or products related to virtual currencies (also known as “cryptocurrencies” or “digital currencies”), or other digital assets that utilize blockchain technology (including tokens) (collectively, “Digital Assets”). While such investments have substantially been comprised of investments in the shares or other interests of such companies and not in actual Digital Assets, (i) clients have received certain small amounts of Digital Assets in connection with such investments and (ii) the success of such companies is generally expected to depend on, or otherwise be impacted by, the success of the Digital Asset industry in general. In certain circumstances, clients have been issued more widely traded tokens in connection with or as a result of an investment in a private offering. Clients may continue to make similar investments and other investments in Digital Assets in the future. Accordingly, clients are generally exposed to the risks of investments in Digital Assets. Digital Assets are relatively new, evolving products based upon new and evolving technologies. An investment in any Digital Asset is subject to a variety of risks, including technological, security and regulatory risks as well as associated uncertainties over the future existence, support and development of such Digital Asset. Digital Assets may also experience unusual volatility. Any such investment is highly speculative and subject to the risk that the entirety or a material portion of such investment or its value may be lost. Digital Assets are the subject of significant focus and action by governmental authorities – such assets may be the subject of legislation and/or regulation that could materially impact the ability to purchase, sell, or transfer such assets. In addition, certain trading venues pertaining to Digital Assets are the subject of legal and regulatory inquiries. Such considerations could affect the transferability, liquidity and value of Digital Assets. Notwithstanding the foregoing, it is currently expected that any investment by clients in Digital Assets is likely to constitute only a substantially small portion of clients’ portfolios.

Preferred Stock Investments in preferred stock involve risks related to priority in the event of bankruptcy, insolvency or liquidation of the issuing company and how dividends are declared. Preferred stock ranks junior to debt securities in an issuer’s capital structure and, accordingly, is subordinate to all debt in bankruptcy. Preferred stock generally has a preference as to dividends. Such dividends are generally paid in cash (or additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption provisions. Restricted Securities Restricted securities cannot be sold to the public without registration under the Securities Act of 1933 (the “Securities Act”). Unless registered for sale, restricted securities can be sold only in privately negotiated transactions or pursuant to an exemption from registration (e.g., under Rule 144A of the Securities Act). Although these Securities may be resold in privately negotiated transactions, because there is often little liquidity for these Securities, they may be difficult and take a substantial amount of time to sell, and the prices realized from these sales could be less than those originally paid by clients. Restricted securities may involve a high degree of business and financial risk which may result in substantial losses. Undervalued Securities The identification of investment opportunities in undervalued Securities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While investments in undervalued Securities offer the opportunity for above-average capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Returns generated from clients’ investments may not adequately compensate for the business and financial risks assumed. Unlisted Securities Unlisted Securities may involve higher risks than listed Securities. Because of the absence of any trading market for unlisted Securities, it may take longer to liquidate (as compared to publicly traded Securities), or it may not be possible to liquidate, positions in unlisted Securities. Companies whose Securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded Securities. Convertible Securities A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a client is called for redemption, the Investment Adviser, acting on behalf of its client, will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Investment Adviser’s ability to achieve the client’s investment objective.

Warrants Warrants are generally exercisable for a certain period of time at a certain purchase price that is based on the valuation of a certain security as of a certain date. In the event that the price per share of such security does not exceed the exercise price of a warrant during the period when such warrant is exercisable, the warrants may not have any value. Additionally, until a client acquires such security upon exercise of all or a portion of the warrant, such warrant will generally not provide the client with any rights of a holder of such security. Furthermore, upon exercise of such warrant, client portfolios will generally be entitled to exercise the rights of a holder of such security only as to matters for which the date to exercise such rights occurs on or after the exercise date. When-Issued and Forward Commitment Securities The purchase of Securities on a “when-issued” basis involves a commitment by clients to purchase or sell Securities at a future date (typically one or two months later). No income accrues on Securities that have been purchased on a when-issued basis prior to delivery to clients. When-issued Securities may be sold prior to the settlement date. If the Investment Adviser causes clients to dispose of the right to acquire a when-issued security prior to its acquisition, clients may incur a gain or loss. In addition, there is a risk that Securities purchased on a when-issued basis may not be delivered to clients. In those circumstances, such clients may incur a loss. Private Investments Risk of Early-Stage Investments Clients’ private investments will primarily be later-stage, minority stakes in companies. However, the Investment Adviser may also cause clients to make early-stage investments. Investments in the private equity of companies at an early stage of development involve a high degree of business and financial risk. Early-stage companies often experience unexpected problems in the areas of product development, manufacturing, marketing, financing and general management, which, in some cases, cannot be adequately solved. Early-stage companies with little or no operating history may require substantial additional capital to support expansion or to achieve or maintain a competitive position, may produce substantial variations in operating results from period to period or may operate at a loss. Client investments in start-ups or other early-stage companies may depend significantly on an entrepreneur or management team that the Investment Adviser has selected. Such companies may face intense competition, including competition from companies with greater financial resources, more extensive development, better marketing and service capabilities and a larger number of qualified management and technical personnel. Such risks may adversely affect the performance of such investments and result in substantial losses. There can be no assurance that such companies will ever be profitable or have assets or products that generate meaningful revenue. Investments in companies in a later-stage of development also involve substantial risks. These companies typically have obtained capital in the form of debt and/or equity to expand rapidly, reorganize operations, acquire a business or develop new products and markets. These activities by definition involve a significant amount of change, which can give rise to significant problems in sales, manufacturing and general management of business activities.

Furthermore, the marketplace for such “venture capital investing” has become increasingly competitive. Involvement by financial intermediaries has increased, substantial amounts of funds have been dedicated to making investments in the private sector and the competition for investment opportunities is at high levels. There can be no assurances that the Investment Adviser will locate an adequate number of attractive investment opportunities. To the extent that clients experience increased competition for investments, returns to client portfolios may vary. No Maximum Holding Period The Investment Adviser has discretion as to whether to determine to designate an investment as a Private Investment and as to whether to designate any hedging or similar position as a Corresponding Hedging Position or as Corresponding Assets. For such purposes, “Corresponding Hedging Position” means any hedging or similar position that is determined by the Investment Adviser in its sole discretion to correspond or relate to such Private Investment, and “Corresponding Assets” means any cash or other assets that are determined by the Investment Adviser in its sole discretion to be required to serve as collateral for or cover the costs of such Private Investment (such as any associated Management Fees, hedging costs, collateral call costs and legal expenses). The Investment Adviser also has discretion as to whether and when to cause clients to realize or deem realized all or a portion of any Private Investment, and will not be obligated to effect a realization or deemed realization upon the occurrence of a liquidity event in respect of a Private Investment or an event that causes a Private Investment to become freely tradeable, even if the Investment Adviser determines to purchase such investment in the open market for a portfolio. Such discretion gives rise to certain conflicts of interest. In addition, the Investment Adviser’s determination to realize or deem realized a Private Investment may be influenced by a variety of factors that it determines are in the best interests of clients. Such factors may include, without limitation: the valuation of the Private Investment, the price at which the Private Investment can be disposed, the projected future returns of the Private Investment, reputational considerations and the benefits of a longer term relationship with portfolio companies. The terms of clients do not limit the holding period of a Private Investment. Clients may hold a given Private Investment for a long period, e.g., five years or longer. Control Issues Although the Investment Adviser may seek protective provisions, including, at times, board representation, in connection with certain of its private investments, to the extent clients take minority positions in companies in which they invest, the Investment Adviser may not be in a position to exercise control over the management of such companies, and, accordingly, may have a limited ability to protect its position in such companies. Fees Client investments in the private equity of companies may be subject to substantial fees charged by third-party investment advisers to manage such investments. Such fees may include management or asset-based fees (fees that compensate an investment adviser on the basis of a share of net assets under management) and performance-based fees or allocations (fees or allocations that compensate an investment adviser on the basis of a share of capital gains upon or capital appreciation of the assets under management). The payment of such fees may adversely affect the return of the capital

of client portfolios. For example, considering that investments in the private equity of companies will only make up a portion of client portfolios, such third-party advisers may receive performancebased compensation in respect of such private equity investments during a period when a client’s overall capital depreciated. Highly Leveraged Companies Investments in highly leveraged companies (particularly in their private equity) involve a high degree of risk. The use of leverage may increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the conditions of such companies or their respective industries. In using leverage, these companies may be subject to terms and conditions that include restrictive financial and operating covenants, which may impair their ability to finance or otherwise pursue their future operations or otherwise satisfy additional capital needs. Moreover, rising interest rates will, unless such rates are fixed pursuant to the terms of any such indebtedness, significantly increase such companies’ interest expense, causing losses and/or the inability to service debt levels. In the event any such company cannot generate adequate cash flow to meet debt service, clients may suffer a partial or total loss of capital invested in the company, which, depending on the size of the applicable clients’ investments, could adversely affect the return on the capital of client portfolios. The leveraged capital structure of such companies will increase the exposure of investments in client portfolios to any deterioration in a company’s condition or industry, competitive pressures, an adverse economic environment or rising interest rates. Debt Securities Debt securities of all types of issuers may have speculative characteristics, regardless of whether they are rated. 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 in accordance with the terms of the obligations. Market Making by Dealers The value of clients’ fixed-income investments will be affected by general fixed income market conditions, such as the volatility and liquidity of the fixed income market, which are affected by the ability of dealers to “make a market” in fixed-income investments. In recent years, the market for bonds has significantly increased while dealer inventories have significantly decreased, relative to market size. This reduction in dealer inventories may be attributable to regulatory changes, such as capital requirements, and is expected to continue. As dealers’ inventories decrease, so does their ability to make a market (and, therefore, create liquidity) in the fixed income market. Especially during periods of rising interest rates, this could result in greater volatility and illiquidity in the fixed income market, which could impair the profitability of client portfolios or result in losses. Interest Rate Risk Changes in interest rates can affect the value of clients’ investments in fixed-income instruments. Increases in interest rates may cause the value of clients’ debt investments to decline. Clients may experience increased interest rate risk to the extent that the Investment Adviser causes such clients to invest, if at all, in lower-rated instruments, debt instruments with longer maturities, debt instruments

paying no interest (such as zero-coupon debt instruments) or debt instruments paying non-cash interest in the form of other debt instruments. Prepayment Risk The frequency at which prepayments (including voluntary prepayments by the obligors and accelerations due to defaults) occur on debt instruments will be affected by a variety of factors including the prevailing level of interest rates and spreads as well as economic, demographic, tax, social, legal and other factors. Generally, obligors tend to prepay their fixed rate obligations when prevailing interest rates fall below the coupon rates on their obligations. Similarly, floating rate issuers and borrowers tend to prepay their obligations when spreads narrow. In general, “premium” securities (securities whose market values exceed their principal or par amounts) are adversely affected by faster than anticipated prepayments, and “discount” securities (securities whose principal or par amounts exceed their market values) are adversely affected by slower than anticipated prepayments. Since many fixed rate obligations will be discount instruments when interest rates and/or spreads are high, and will be premium instruments when interest rates and/or spreads are low, such debt instruments may be adversely affected by changes in prepayments in any interest rate environment. The adverse effects of prepayments may impact client portfolios in two ways. First, particular investments may experience outright losses, as in the case of an interest-only instrument in an environment of faster actual or anticipated prepayments. Second, particular investments may underperform relative to hedges that the Investment Adviser may have constructed for these investments, resulting in a loss to clients’ overall portfolios. In particular, prepayments (at par) may limit the potential upside of many instruments to their principal or par amounts, whereas their corresponding hedges often have the potential for unlimited loss. Zero-Coupon and Deferred Interest Bonds Zero-coupon bonds and deferred interest bonds are debt obligations issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zero-coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations that provide for regular payments of interest. High-Yield Bonds or other fixed-income securities that are “higher yielding” (including non-investment grade) debt securities are generally not exchange-traded and, as a result, these Securities trade in the over-thecounter marketplace, which is less transparent and has wider bid/ask spreads than the exchange-traded marketplace. High-yield securities face ongoing uncertainties and exposure to adverse business, financial or economic conditions, which could lead to the issuer’s inability to meet timely interest and principal payments. High-yield securities are generally more volatile and may or may not be

subordinated to certain other outstanding securities and obligations of the issuer, which may be secured by substantially all of the issuer’s assets. High-yield securities may also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these lower-rated and unrated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than are higher-rated securities. Companies that issue such securities may be highly leveraged and may not have available to them more traditional methods of financing. In addition, the Investment Adviser may cause clients to invest in bonds of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. The Investment Adviser may cause clients to invest in obligations of issuers that are generally trading at significantly higher yields than had been historically typical of the applicable issuer’s obligations. Such investments may include debt obligations that have a heightened probability of being in covenant or payment default in the future or that are currently in default and are generally considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result only in partial recovery of cash payments or an exchange of the defaulted security for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. Corporate Debt Bonds, notes and debentures issued by corporations may pay fixed, variable or floating rates of interest, and may include zero-coupon obligations. Corporate debt instruments may be subject to credit ratings downgrades. Other instruments may have the lowest quality ratings or may be unrated. In addition, clients may be paid interest in kind in connection with its investments in corporate debt and related financial instruments (e.g., the principal owed to clients in connection with a debt investment may be increased by the amount of interest due on such debt investment). Such investments may experience greater market value volatility than debt obligations that provide for regular payments of interest in cash and, in the event of a default, clients may experience substantial losses. Mezzanine Debt Mezzanine debt is typically junior to the obligations of a company to senior creditors, trade creditors and employees. To the extent that the Investment Adviser causes clients to acquire mezzanine debt, the ability of the Investment Adviser (acting on behalf of its clients) to influence a company’s affairs, especially during periods of financial distress or following an insolvency, will be substantially less than that of senior creditors. Mezzanine debt instruments are often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. Default rates for mezzanine debt instruments have historically been higher than for investment-grade instruments. In the event of the insolvency of a portfolio company of a client or similar event, the client’s debt investment therein will be subject to fraudulent conveyance, subordination and preference laws.

Stressed Debt Stressed issuers are issuers that are not yet deemed distressed or bankrupt and whose debt securities are trading at a discount to par, but not yet at distressed levels. An example would be an issuer that is in technical default of its credit agreement, or undergoing strategic or operational changes, which results in market pricing uncertainty. The market prices of stressed and distressed instruments are highly volatile, and the spread between the bid and the ask prices of such instruments is often unusually wide. Non-Performing Nature of Debt Certain debt instruments may be non-performing or in default. Furthermore, the obligor or relevant guarantor may also be in bankruptcy or liquidation. There can be no assurance as to the amount and timing of payments, if any, with respect to such debt instruments. Troubled Origination When financial institutions or other entities that are insolvent or in serious financial difficulty originate debt, the standards by which such instruments were originated, the recourse to the selling institution, or the standards by which such instruments are being serviced or operated may be adversely affected. Sovereign Debt Several factors may affect (i) the ability of a government, its agencies, instrumentalities or its central bank to make payments on the debt it has issued (“Sovereign Debt”), including securities that the Investment Adviser believes are likely to be included in restructurings of the external debt obligations of the issuer in question, (ii) the market value of such debt and (iii) the inclusion of Sovereign Debt in future restructurings, including such issuer’s (x) balance of trade and access to international financing, (y) cost of servicing such obligations, which may be affected by changes in international interest rates, and (z) level of international currency reserves, which may affect the amount of non-U.S. exchange available for external debt payments. Significant ongoing uncertainties and exposure to adverse conditions may undermine the issuer’s ability to make timely payment of interest and principal, and issuers may default on their Sovereign Debt. Equitable Subordination Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). If the Investment Adviser (acting on behalf of its clients) engages in such conduct, certain clients may be subject to claims from creditors of an obligor that debt held by the applicable clients should be equitably subordinated.

Structured Notes Structured notes, variable rate mortgage-backed securities and asset-backed securities each have rates of interest that vary based on a designated floating rate formula or index. The value of these investments is closely tied to the absolute levels of such rates or indices, or the market’s perception of anticipated changes in those rates or indices. The movements in specific indices or interest rates may be difficult or impossible to hedge. American Depositary Receipts and Global Depositary Receipts American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying Securities issued by non-U.S. issuers. ADRs may be listed on a national securities exchange or may be traded in the over-the-counter market. Global Depositary Receipts (“GDRs”) are receipts issued by either a U.S. or non-U.S. banking institution representing ownership in a non-U.S. company’s publicly traded Securities that are traded on non-U.S. stock exchanges or non-U.S. over-the-counter markets. Holders of unsponsored ADRs or GDRs generally bear all the costs of such facilities. The depository of an unsponsored facility frequently is under no obligation to distribute investor communications received from the issuer of the deposited security or to pass through voting rights to the holders of depositary receipts in respect of the deposited Securities. Investments in ADRs and GDRs pose, to the extent not hedged, currency exchange risks (including blockage, devaluation and nonexchangeability), as well as a range of other potential risks relating to the underlying shares, which could include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains, other income or gross sale of disposition proceeds, political or social instability or diplomatic developments that could affect investments in those countries, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding the underlying shares of ADRs and GDRs, and non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. companies. Such risks may have a material adverse effect on the performance of such investments and could result in substantial losses. Risks of Litigation Investing can at times be a contentious and adversarial process. Different investor groups may have qualitatively different, and frequently conflicting, interests. The clients’ investment activities may include activities that are hostile in nature and will subject the clients to the risks of becoming involved in litigation by third parties. This risk may be greater where the clients exercise control or significant influence over a company’s direction. The expense of defending against claims against the clients by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by the clients and would reduce net assets. The Investment Adviser will be indemnified by the clients in connection with such litigation, subject to certain conditions. Bankruptcy Claims Clients’ investments may include debt and equity of financially distressed companies. In the event that such an issuer files for bankruptcy protection, the Investment Adviser will likely be unable to sell clients’ claims without realizing a significant loss and may be unable to recover current interest on such claims during the course of the bankruptcy case. The markets in U.S. bankruptcy claims are generally not

regulated by U.S. federal securities laws or the SEC. To the extent debt investment is unsecured (i.e., has no collateral securing repayment), such claims may have a lower priority than secured claims (which have first recourse to the collateral securing such claim). In addition, the debt of an issuer in bankruptcy may be adversely affected by an erosion of the issuer’s business and overall value. Accordingly, there can be no guarantee that a debtor will be able to satisfy all of its liabilities or that the Investment Adviser will be able to recover the entire amount of the clients’ bankruptcy claim. Many of the events within a bankruptcy case are adversarial and often beyond the control of the creditors. While creditors generally are afforded an opportunity to appear and be heard, there can be no assurance that a bankruptcy court would not approve actions that may be contrary to the interests of the clients (in its role as a creditor). Furthermore, there are instances where creditors lose their priority under Title 11 of the United States Code (the “Bankruptcy Code”) (i.e., are equitably subordinated) if, for example, they have engaged in misconduct that harms other creditors. In those cases where clients are found to have engaged in such misconduct, such clients may lose their priority. Generally, the duration of a bankruptcy case can only be roughly estimated. The reorganization of a company usually involves the development and negotiation of a plan of reorganization, the approval of the plan by creditors and confirmation of the plan by the bankruptcy court. This process can involve substantial legal, professional and administrative costs to the company and the Investment Adviser’s clients; it is subject to unpredictable and lengthy delays; and during the process the company’s competitive position may erode, key management may depart and the company may not be able to invest adequately. In some cases, the issuer may not be able to reorganize and may be required to sell its assets either as a going concern or as part of a liquidation. As a result, even in those circumstances where clients may recover the entire amount of their bankruptcy claim, clients may be adversely impacted by any costs incurred by clients in representing their interests in a debtor’s bankruptcy case. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in a reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that clients’ influence with respect to a class of securities can be lost by virtue of the size of their claim relative to the claims of the entire class. In addition, certain administrative costs and claims that have priority by law over the claims of certain creditors (for example, claims for certain taxes) may impair the recovery of an investment in a bankruptcy claim. The Investment Adviser expects to cause clients to invest some of their assets in Securities of issuers domiciled, or assets located, globally. Investment in the debt of financially distressed companies domiciled outside the United States involves additional risks. Bankruptcy law and process may differ substantially from that in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. The Investment Adviser, on behalf of its clients, may elect to serve on creditors’ committees, equityholders’ committees or other groups to ensure preservation or enhancement of clients’ positions as a creditor or equityholder. A member of any such committee or group may owe a fiduciary duty and be

subject to certain obligations to all members the committee represents and/or to other similarly situated parties. The Investment Adviser may resign from that committee or group for any reason, including, for example, if the Investment Adviser concludes that its obligations owed to the other parties as a committee or group member conflict with its duties owed to clients. In such case, clients may not realize the benefits, if any, of participation on the committee or group. In addition, if clients are represented on a committee or group, the Investment Adviser may be restricted or prohibited under applicable law from disposing of or increasing such clients’ investments in such company while such clients continue to be represented on such committee or group. The Investment Adviser may cause clients to purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase may be disallowed by the bankruptcy court if the court determines that the purchaser has taken unfair advantage of an unsophisticated seller, which may result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by the purchaser. Additionally, the claim may be disallowed or subordinated if the bankruptcy court determines that the seller engaged in inequitable conduct that harmed other creditors. Reorganizations can be contentious and adversarial, and it is by no means unusual for participants to use the threat of litigation and to engage in litigation as a negotiating technique. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments would generally be borne by clients. Business Development Companies Investments in closed-end funds that elect to be treated as business development companies (“BDCs”) may be subject to a high degree of risk. BDCs typically invest in small and medium-sized private and certain public companies that may not have access to public equity markets for capital raising. As a result, a BDC’s portfolio typically will include a substantial amount of securities purchased in private placements, and its portfolio may carry risks similar to those of a private equity or venture capital fund. Securities that are not publicly registered may be difficult to value and may be difficult to sell at a price representative of their intrinsic value. Small and medium-sized companies also may have fewer lines of business so that changes in any one line of business may have a greater impact on the value of their stock than is the case of a larger company. Some BDCs invest substantially, or even exclusively, in one sector or industry group and therefore carry risk of that particular sector or industry group. To the extent a BDC focuses its investments in a specific sector, the BDC will be susceptible to adverse conditions and economic or regulatory occurrences affecting the specific sector or industry group, which tends to increase volatility and result in higher risk. Investments in BDCs are subject to various risks, including management’s ability to meet the BDC’s investment objective, and to manage the BDC’s portfolio when the underlying securities are redeemed or sold, during periods of market turmoil and as investors’ perceptions regarding a BDC or its underlying investments change. BDC shares are not redeemable at the option of the BDC shareholder and, as with shares of other closed-end funds; they may trade in the secondary market at a discount to their net asset value. BDCs generally qualify as “regulated investment companies” under the U.S. federal tax laws and, provided they distribute all of their income in the time and manner as required by the tax law and satisfy certain diversification and source of income requirements, generally will not pay U.S. federal income taxes.

Certain BDCs in which the Investment Adviser may cause clients to invest may employ the use of leverage in their portfolios through borrowings or the issuance of preferred stock. While leverage often serves to increase the yield of a BDC, this leverage also subjects the BDC to increased risks, including the likelihood of increased volatility and the possibility that the BDC’s common share income will fall if the dividend rate on any preferred shares or the interest rate on any borrowings rises. The Investment Adviser may be limited by provisions of the Investment Company Act of 1940 that generally limit the amount clients can invest in any one BDC to 3% of the BDC’s total outstanding stock. As a result, clients may be required to hold a smaller position in a BDC than they would absent this restriction. Clients will indirectly bear their proportionate share of any management and other operating expenses, and of any performance based or incentive fees, charged by the BDCs in which it invests, in addition to the expenses paid by clients. Closed-End Funds Investments in closed-end funds are non-redeemable and are subject to the same risks as other publicly traded equity securities. There may be no public market for units of closed-end funds, which often trade at a discount from their net asset values. Derivative Instruments Certain swaps, warrants, options and other derivative instruments may be subject to various types of risks, including market risk, liquidity risk, credit risk, legal risk and operations risk. The regulatory and tax environment for derivative instruments in which the Investment Adviser may cause clients to participate is evolving, and changes in the regulation or taxation of such instruments may have a material adverse effect on clients. Regulation in the Derivatives Industry There are many rules related to derivatives that may negatively impact clients, such as requirements related to recordkeeping, reporting, portfolio reconciliation, central clearing, minimum margin for uncleared OTC instruments, mandatory trading on electronic facilities, and other transaction-level obligations. Parties that act as dealers in swaps are also subject to extensive business conduct standards, additional “know your counterparty” obligations, documentation standards and capital requirements. Such requirements are operationally and technologically burdensome, add to the legal, operational and compliance obligations of the Investment Adviser and clients, require employee training, additional technology and the development of internal procedures, and increase the amount of time that the Investment Adviser spends on non-investment-related activities. Such requirements also increase the costs of derivative transactions and these increased costs will be passed on to clients unless absorbed by such clients’ counterparties (which is unlikely). These regulations may also result in the Investment Adviser forgoing clients’ use of certain trading counterparties (such as broker-dealers and futures commission merchants (“FCMs”)), as the use of other parties may be more efficient for clients from a regulatory perspective. However, this could limit the Investment Adviser’s trading activities on behalf of its clients, create losses, preclude clients from engaging in certain transactions or prevent clients from trading at optimal rates and terms.

Many of these requirements were implemented pursuant to the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the EU Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (known as the European Market Infrastructure Regulation, or “EMIR”) and similar regulations globally. In the United States, the Dodd-Frank Act divides the regulatory responsibility for derivatives between the SEC and the CFTC, a distinction that does not exist in any other jurisdiction. The SEC has regulatory authority over “security-based swaps” and the CFTC has regulatory authority over “swaps”. EMIR is being implemented in phases through the adoption of delegated acts by the European Commission. As a result of the SEC and CFTC bifurcation and the different pace at which the SEC, the CFTC, the European Commission and other international regulators have promulgated necessary regulations, different transactions are subject to different levels of regulation. Though many rules and regulations have been finalized, there are others, particularly SEC regulations with respect to security-based swaps and EMIR regulations, which are still in the proposal stage or are expected to be introduced in the future. The following describes derivatives regulations that may have the most significant impact on client portfolios: Reporting Most swap transactions have become subject to anonymous “real time reporting” requirements, meaning that information relating to transactions entered into by clients will become visible to the market in ways that may impair the Investment Adviser’s ability to cause clients to enter into additional transactions at comparable prices or could enable competitors to “front run” or replicate the Investment Adviser’s strategies. Central Clearing In order to mitigate counterparty risk and systemic risk in general, various U.S. and international regulatory initiatives, including EMIR, are underway to require certain derivatives to be cleared through central clearinghouses. In the United States, clearing requirements have been implemented as part of the Dodd-Frank Act. On December 13, 2012 the CFTC imposed its first clearing mandate affecting certain interest rate and credit default swaps. The CFTC and the SEC may introduce clearing requirements for additional classes of derivatives in the future. EMIR also requires OTC derivatives contracts meeting specific criteria to be cleared through central counterparties. While such clearing requirements may be beneficial for clients in many respects (for instance, they may reduce the counterparty risk to the dealers to which clients would be exposed under non-cleared derivatives), clients could be exposed to new risks, such as the risk that an increasing percentage of derivatives will be required to be standardized and/or cleared through central clearinghouses, and, as a result, the Investment Adviser may not be able to hedge the clients’ risks or express an investment view as well as they would have been able to had it used customizable derivatives available in the over-the-counter markets. The Investment Adviser may have to split clients’ derivatives portfolios between centrally cleared and overthe-counter derivatives, which may result in operational inefficiencies and an inability to offset

risk between centrally cleared and over-the-counter positions, and which could lead to increased costs. Another risk is that clients may be subject to more onerous and more frequent (daily or even intraday) margin calls from both the FCM and the clearinghouse. Virtually all margin models utilized by the clearinghouses are dynamic, meaning that unlike traditional bilateral swap contracts where the amount of initial margin posted on the contract is typically static throughout the life of the contract, the amount of the initial margin that is required to be posted in respect of a cleared contract will fluctuate, sometimes significantly, throughout the life of the contract. The dynamic nature of the margin models utilized by the clearinghouses and the fact that the margin models might be changed at any time may subject clients to an unexpected increase in collateral obligations by clearinghouses during a volatile market environment, which could have a detrimental effect on clients. Clearinghouses also limit collateral that they will accept to cash, U.S. treasuries and, in some cases, other highly rated sovereign and private debt instruments, which may require the Investment Adviser to cause its clients to borrow eligible securities from a dealer to meet margin calls and raise the costs of cleared trades to clients. In addition, clearinghouses may not allow the Investment Adviser to portfolio-margin its clients’ positions, which may increase clients’ costs. Although standardized clearing for derivatives is intended to reduce counterparty risk (for instance, it may reduce the counterparty risk to the dealers to which clients would have been exposed under OTC derivatives), it does not eliminate risk. Derivatives clearing may also lead to concentration of counterparty risk, namely in the clearinghouse and clients’ FCM, subjecting clients to the risk that the assets of the FCM are insufficient to satisfy all of the FCM’s payment obligations, leading to a payment default. The failure of a clearinghouse or FCM could have a significant impact on the financial system. Even if a clearinghouse does not fail, large losses could force significant capital calls on FCMs during a financial crisis, which could lead FCMs to default and thus worsen the crisis. Swap Execution Facilities In addition to the central clearing requirement, certain swap transactions are required to trade on regulated electronic platforms such as swap execution facilities (“SEFs”), which require clients to subject themselves to regulation by these venues and subject clients to the jurisdiction of the CFTC. The EU regulatory framework governing derivatives is set not only by EMIR but also MiFID II. Among other things, MiFID II requires transactions in derivatives to be executed on regulated trading venues. The SEC has yet to finalize rules related to security-based swap execution facilities. It is not clear whether these trading venues will benefit or impede liquidity, or how they will fare in times of market stress. Trading on these trading venues may increase the pricing discrepancy between assets and their hedges as products may not be able to be executed simultaneously, therefore increasing basis risk. It may also become relatively expensive for

the Investment Adviser to obtain tailored swap products for its clients to hedge particular risks in its portfolio due to higher collateral requirements on bilateral transactions as a result of these regulations. Margin Requirements for Non-Cleared Swaps Rules issued by U.S., European Union and other regulators globally (the “Margin Rules”) impose various margin requirements on all swaps that are not centrally cleared, including the establishment of minimum amounts of initial margin that must be posted, and, in some cases, the mandatory segregation of initial margin with a third-party custodian. Although the Margin Rules are intended to increase the stability of the derivatives market, the overall amount of margin that clients will be required to post to swap counterparties may increase by a material amount, and as a result the Investment Adviser may not be able to deploy clients’ capital as effectively. Additionally, to the extent clients are required to segregate initial margin with a third party custodian, additional costs will be incurred by clients. Call and Put Options Clients 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-themoney 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. Index or Index Options The value of an index or index option fluctuates with changes in the market values of the assets included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular asset, whether clients will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the assets generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular assets. Index Futures The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, participants may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts by clients also is subject to the Investment Adviser’s ability to correctly predict movements in the direction of the market. Credit Default Swaps Credit default swaps can be used to implement the Investment Adviser’s view that a particular credit, or group of credits, will experience credit improvement or deterioration. In the case of expected credit improvement, the Investment Adviser may cause clients to sell credit default protection in which clients receive a premium to take on the risk. In such an instance, the obligation of clients to make payments upon the occurrence of a credit event creates leveraged exposure to the credit risk of the referenced entity. The Investment Adviser may also cause its clients to buy credit default protection with respect to a referenced entity if, in the Investment Adviser’s judgment, there is a high likelihood of credit deterioration. In such instance, clients will pay a premium regardless of whether there is a credit event. Futures Contracts The value of futures contracts depends upon the price of the Securities, such as commodities, underlying them. The prices of futures contracts are highly volatile, and price movements of futures contracts can be influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, as well as national and international political and economic events and policies. In addition, investments in futures contracts are also subject to the risk of the failure of any of the exchanges on which clients’ positions trade or of their clearing houses or counterparties. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. Under such daily limits,

during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a particular futures contract has increased or decreased by an amount equal to the daily limit, positions in that contract can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Investment Adviser from promptly liquidating clients’ unfavorable positions and subject clients to substantial losses or prevent them from entering into desired trades. Also, low margin or premiums normally required in such trading may provide a large amount of leverage, and a relatively small change in the price of a security or contract can produce a disproportionately larger profit or loss. In extraordinary circumstances, a futures exchange or the CFTC could suspend trading in a particular futures contract, or order liquidation or settlement of all open positions in such contract. Non-U.S. Futures Transactions Foreign futures transactions involve executing and clearing trades on a foreign exchange. This is the case even if the foreign exchange is formally “linked” to a domestic exchange, whereby a trade executed on one exchange liquidates or establishes a position on the other exchange. No domestic organization regulates the activities of a foreign exchange, including the execution, delivery, and clearing of transactions on such an exchange, and no domestic regulator has the power to compel enforcement of the rules of the foreign exchange or the laws of the foreign country. Moreover, such laws or regulations will vary depending on the foreign country in which the transaction occurs. For these reasons, clients may not be afforded certain of the protections which apply to domestic transactions, including the right to use domestic alternative dispute resolution procedures. In particular, funds received from customers to margin foreign futures transactions may not be provided the same protections as funds received to margin futures transactions on domestic exchanges. In addition, the price of any foreign futures or option contract and, therefore, the potential profit and loss resulting therefrom, may be affected by any fluctuation in the foreign exchange rate between the time the order is placed and the time the foreign futures contract is liquidated or the time the foreign option contract is liquidated or exercised. Forward Contracts The Investment Adviser may cause clients to enter into forward contracts and options thereon, including non-deliverable forwards, which are currently not traded through clearinghouses, although this is expected to change. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Investment Adviser would otherwise recommend, to the possible detriment of client portfolios. In causing clients to engage in forward trading, the Investment Adviser will subject clients to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the Investment Adviser causes clients to trade. Client assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Investment Adviser may order trades for clients in such

markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject clients to the risk of loss. Contracts for Differences Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. As is the case with trading any financial instrument, there is the risk of loss associated with trading a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the posting of additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on clients’ obligation to the applicable counterparties under the CFDs and the return on related assets in such clients’ portfolios, the CFD transactions may increase clients’ financial risk. Failure to Enter into Offsetting Trade To the extent that the Investment Adviser causes a client to invest in a futures contract or long option, unless an offsetting trade is made, the client would be required to take physical delivery of the commodity underlying the future or option. To the extent the Investment Adviser fails to enter into (or cause an Outsourced Trader to enter into) such offsetting trade prior to the expiration of the contract, a client may suffer a loss since neither the client nor the Investment Adviser has the operational capacity to accept physical delivery of commodities. Exotic Options Exotic options are typically, but not always, traded over-the-counter. OTC contracts may not trade in a liquid market and pricing may be opaque. The illiquidity of these markets can be exacerbated in times of market stress. The clients may incur substantial costs entering into and exiting positions that could have a material impact on performance. Exotic options may be subject to a higher degree of pricing risk as demonstrated by instances in which different counterparties in the market employ different valuation and pricing methodologies to the same exotic option. Because exotic options can often be highly customized, there is lower visibility with respect to the pricing and valuation of these instruments. Exotic options may be subject to high levels of price volatility. For example, in the case of barrier options, as the price of the asset underlying the option trades closer to a barrier level, the delta of the option (i.e., the ratio of the change in the price of the underlying asset to the corresponding

change in the price of the option) and the gamma of the option (i.e., the rate of change of the delta with respect to the underlying asset’s price) may become very high. Exotic options may be subject to higher levels of model risk than commonly traded options because standard models are not able to adequately capture or predict the risks associated with the exotic options. Exotic options may be “path dependent”. This means that their terminal value (at exercise or expiration) depends upon the value of the underlying asset, not only at the time of exercise or expiration, but also at prior points in time. In this sense, the option’s terminal value depends upon the “path” taken by the underlying asset over the life of the option. For example, a barrier option’s value at expiration depends upon both the value of the underlying asset at expiration and whether the past value of the underlying asset ever satisfied a barrier condition. In contrast, a vanilla option (e.g., a call option) is not path dependent. Its value at exercise or expiration depends on the value of the underlying asset only at that point in time. The additional features incorporated by exotic options require additional judgments regarding the likelihood of certain conditions being satisfied, any one of which can result in loss if actual events differ. An OTC option may be closed out only with the counterparty, although either party may engage in an offsetting transaction that puts that party in the same economic position as if it had closed out the option with the counterparty; however, the exposure to counterparty risk may differ. OTC options generally involve greater credit and counterparty risk than exchange-traded options. Distressed Obligations The obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems (including companies involved in bankruptcy or other reorganization and liquidation proceedings) are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the risk that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court’s power to disallow, reduce, subordinate, recharacterize debt as equity or disenfranchise particular claims. Such companies’ obligations may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to clients’ investments in any Security. Obligations in which the Investment Adviser causes clients to invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the value of the assets collateralizing clients’ investments will be sufficient or that prospects for a successful reorganization or similar action will become available. In any reorganization or liquidation proceeding relating to a company in which the Investment Adviser causes clients to invest, clients may lose the entire investment, may be required to accept cash or securities with a value less than clients’ original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from clients’ investments may not compensate the investors adequately for the risks assumed. In addition, under certain circumstances, payments and distributions may be disgorged if any such payment is later determined to have been a fraudulent conveyance or a preferential payment.

In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new Security, the value of which will be less than the purchase price paid by clients of the Security in respect of which such distribution was made. Exchange-Traded Funds Exchange-Traded Funds (“ETFs”) are publicly traded unit investment trusts, open-end funds or depository receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector, or international. However, ETF shareholders are generally subject to the same risk as holders of the underlying Securities they are designed to track. ETFs are also subject to certain additional risks, including the risk that their prices may not correlate perfectly with changes in the prices of the underlying Securities they are designed to track, and the risk of trading in an ETF halting due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades. Generally, each shareholder of an ETF bears a pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of clients’ expenses (e.g., Management Fees and operating expenses), investors may also indirectly bear similar expenses of an ETF. Insurance-Related Risks Investments in public and private insurance and reinsurance companies, catastrophe bonds, weather derivatives, life insurance policies and annuities, and other Securities linked to insurance and reinsurance risks and similar factors, are subject to all of the numerous inherent risks of the insurance and reinsurance industry, such as weather-related and other natural or man-made catastrophes, which are unpredictable and may result in significant losses. A significant natural disaster, such as a hurricane or earthquake, or terrorist incident, or a series of such events, could have a material, adverse effect on clients. Loan Investments The Investment Adviser’s success in the area of loan investing on behalf of its clients will depend, in part, on the Investment Adviser’s ability to obtain loans on advantageous terms. In purchasing loans, clients will compete with a broad spectrum of investors and institutions. Increased competition for, or a diminution in the available supply of, qualifying loans could result in lower yields on such loans, which could reduce returns to investors. Leveraged Loans “Leveraged loans” are loans made to companies with a below investment-grade rating from any nationally recognized rating agency. Such loans may be performing poorly when the Investment Adviser causes clients to acquire them. There is no assurance that the Investment Adviser will correctly evaluate the value of the assets collateralizing such loans or the prospects for distribution on or repayment of such loans. Clients may lose their entire investment or may be required to accept cash, property or securities with a value less than the applicable clients’ original investment and/or may be required to accept payment over an extended period of time.

Hung Loans The term “hung loan” commonly refers to a loan that has been made (or has been committed to be made), and the lender is not able to syndicate the loan on the originally anticipated terms. Hung loans are illiquid and lack readily ascertainable market values; there is no assurance that the price to be paid for hung loans by clients will reflect a discounted price that should allow clients to achieve a positive return on such loans or avoid losses. Since the price of the loans to be purchased is expected to continue to be significantly impacted by, in addition to the specific circumstances relating to each loan (e.g., in the case of a loan relating to a leveraged buyout (“LBO”), the financial condition of the target), global and macro-economic conditions (e.g., monetary policy, changes to currency exchange rates, governmental intervention or changes to existing laws, international geo-political events, etc.) as well as other systemic factors, it is possible that loans that the Investment Adviser causes its clients to purchase will suffer significant impairments in value as a result of events not predicted by the Investment Adviser. The Investment Adviser may also face difficulties in disposing of or leveraging such loans on its clients’ behalf, or in doing so without incurring losses. The markets in which hung loans are purchased and sold have been volatile and are likely to continue to be volatile in the future. Bank Loans Bank loans are subject to unique risks, including: (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws; (ii) so-called lenderliability claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral securing the obligations; and (iv) limitations on the ability of clients to directly enforce their rights with respect to participations. Successful claims by third parties arising from these and other risks will be borne by clients. As secondary market trading volumes increase, new loans are frequently adopting standardized documentation to facilitate loan trading, which may improve market liquidity. There can be no assurance, however, that future levels of supply and demand in loan trading will provide an adequate degree of liquidity or that the current level of liquidity will continue. Because of the provision to holders of such loans of confidential information relating to the borrower, the unique and customized nature of the loan agreement, and the private syndication of the loan, loans are not as easily purchased or sold as a publicly traded security, and historically the trading volume in the loan market has been small relative to the high-yield debt market. Second Lien Loans The Investment Adviser may cause clients to invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy that can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across

otherwise similarly situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. Beginning in August 2007, the market for many loan products, including second lien loans, contracted significantly which made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants ceased underwriting and purchasing certain second lien loan products. There can be no assurance that the market for second lien loans will not contract further. Bridge Loans It is a common practice for financial institutions to commit to providing bridge loans to facilitate acquisitions, including LBOs, where they serve as advisers to the purchaser. Bridge loans are frequently made because, for timing or market reasons, longer-term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing; however, due to market conditions affecting the availability of these other sources of financing (principally high-yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities. Borrower and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer term loan. If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by the Investment Adviser, there may be an adverse effect upon the ability of the Investment Adviser to manage the assets of its clients in accordance with its models and projections or an adverse effect upon clients’ performance and ability to make distributions. Debtor-in-Possession (“DIP”) Loans Loans to companies that have filed for protection under Chapter 11 of the Bankruptcy Code are most often asset-based, revolving working-capital facilities put into place at the outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in the debtor’s capital structure and because their terms have been approved by a U.S. federal bankruptcy court order, it is possible that the debtor’s reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient to repay in full the DIP loan. Fraud Associated with Loans Of paramount concern in loan investments is the possibility of material misrepresentation or omission on the part of the borrower or loan seller. Such inaccuracy or incompleteness may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Investment

Adviser (acting on its clients’ behalf) to perfect or effectuate a lien on the collateral securing the loan. The Investment Adviser will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances, payments to clients may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Municipal Securities Various factors may adversely affect the value and yield of municipal securities. These factors include political or legislative changes and uncertainties related to the tax status of municipal securities or the rights of investors in these Securities. To the extent that the Investment Adviser causes clients to invest heavily in a particular state’s municipal securities, such clients will be more vulnerable to factors affecting that state. Clients’ investments in revenue securities, where principal and interest payments are made from the revenue of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant impact on the project’s ability to make payments of principal and interest on these Securities. Mutual Fund Investments Investments in open-end as well as closed-end mutual funds generally involve the payment of duplicative fees through the indirect payment of a portion of the expenses, including advisory fees, of such mutual funds. Investments in mutual funds will be valued at the net asset values provided by those funds (which may in certain circumstances be unaudited valuations). Such investments may cause the expense of investing in clients to be greater than an investment in other investment vehicles. PIPE Transactions Private investments in public companies whose stocks are quoted on stock exchanges or which trade in the over-the-counter securities market, a type of investment commonly referred to as a “PIPE” transaction, may be entered into with smaller capitalization public companies, which will entail business and financial risks comparable to those of investments in the publicly-issued securities of smaller capitalization companies. Such companies may also be less likely to be able to weather business or cyclical downturns than larger companies and are more likely to be substantially hurt by the loss of a few key personnel. In addition, PIPE transactions will generally result in the Investment Adviser causing clients to acquire either restricted stock or an instrument convertible into restricted stock. As with investments in other types of restricted securities, such an investment may be illiquid. The Investment Adviser’s ability to dispose of Securities acquired by clients in PIPE transactions may depend on the registration of such Securities for resale. Any number of factors may prevent or delay a proposed registration. Alternatively, it may be possible for Securities acquired in a PIPE transaction to be resold in transactions exempt from registration in accordance with Rule 144 under the Securities Act, or otherwise under the U.S. federal securities laws. There can be no guarantee that there will be an active or liquid market for the stock of any small capitalization company due to the possible small number of stockholders. As a result, even if the Investment Adviser is able to have Securities acquired by clients in a PIPE transaction registered or sell such Securities through an exempt transaction, clients may not be able to sell all the Securities on short notice, and the sale of the Securities could lower the market price of the Securities. There is no guarantee

that an active trading market for the Securities will exist at the time of disposition of the Securities, and the lack of such a market could hurt the market value of client investments. Reinsurance Transactions Reinsurance transactions include insurance-linked securities and insurance-linked derivatives. Insurance-linked securities are fixed income or equity securities for which the return of principal or invested capital and payment of interest or dividends are contingent on the occurrence or non-occurrence of specific natural or man-made perils such as hurricanes, earthquakes or other physical or weather-related catastrophic events, aviation or marine disasters and similar events. Insurance-linked derivatives are financial contracts the returns on which are linked to the same types of events as insurance-linked securities. In addition, reinsurance transactions may include life insurance-based financial instruments, the returns on which are linked to mortality risks or other performance-based measures of a portfolio of life insurance policies. Insurance-linked investments are subject to relatively infrequent but severe losses resulting from the occurrence of one or more catastrophic events, such as hurricanes, windstorms, hailstorms, earthquakes, fires, explosions, severe winter weather, tsunamis, floods, riots, aviation disasters, or other physical or weather-related or man-made catastrophic events. The occurrence or non-occurrence of such catastrophic events can be expected to result in volatility with respect to clients’ assets. In connection with its investment diligence process related to insurance-linked investments, the Investment Adviser may rely on models and analysis performed by third parties (including the sponsors of such insurance-linked investments). Actual loss experience can materially differ from that generated by such models. These models rely on various assumptions, some of which are subjective and some of which vary between the different catastrophe risk modeling firms. The loss probabilities generated by such models are not predictive of future catastrophic events, or of the magnitude of losses that may occur. Actual frequency of catastrophic events and their attendant losses could materially differ from those estimated by such models. An investment in insurance-linked investments will expose clients to the credit risk of several parties involved in the reinsurance product chain. For example, clients will have exposure to the reinsurer that is buying the reinsurance from the issuer of the insurance-linked investments in respect of such reinsurer’s obligation to make premium payments to the issuer. The issuers of insurance-linked investments may also be exposed to the credit risk of reinsurance brokers and other service providers with whom the sponsoring reinsurer conducts business related to the reinsurance policies to which such insurance-linked investments have exposure. Certain insurance-linked investments may permit clients to acquire such investments with one or more deliveries or pledges of securities in lieu of a one-time cash purchase payment, but such investments may also obligate clients to post additional collateral if the value of securities delivered by clients fall below certain levels. Such margin call requirements expose clients to the risk that the securities delivered by clients to secure such clients’ obligations to the issuer of the related insurance-linked investments or the sponsoring reinsured company may fall below certain specified levels and cause the Investment Adviser to use the applicable clients’ most liquid assets to meet margin calls.

U.S. state insurance laws and regulations and the laws of many non-U.S. jurisdictions contain broad definitions of the activities that may constitute the conduct of the business of insurance or reinsurance in such jurisdictions. Insurance regulatory authorities have broad discretionary powers in administering insurance laws, including the authority (subject to appeal in court or otherwise) to determine whether a party is conducting the business of insurance or reinsurance within their applicable jurisdictions. Because insurance-linked investments have certain features and an investment return that may be based on the occurrence of events that traditionally are the subject of insurance, it is possible that such instruments may be structured in a manner where insurance regulatory authorities or courts would determine that the purchase or holding of such securities, or the Investment Adviser causing clients to write such derivatives, constitutes the conduct of the business of insurance and reinsurance. In the event such a determination was made, clients may be subject to regulatory and legal action. Repurchase and Reverse Repurchase Agreements In a reverse repurchase transaction, the Investment Adviser causes clients to “buy” Securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such Securities at the price paid by clients, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Investment Adviser on behalf of its clients involves certain risks. For example, if the seller of Securities to clients under a reverse repurchase agreement defaults on its obligation to repurchase the underlying Securities, as a result of its bankruptcy or otherwise, any alternative measures taken by the Investment Adviser to dispose of such Securities on behalf of its clients could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Investment Adviser’s ability to dispose of clients’ underlying Securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Investment Adviser may not be able to substantiate the applicable clients’ interest in the underlying Securities. Finally, if a seller defaults on its obligation to repurchase Securities under a reverse repurchase agreement, clients may suffer a loss to the extent that the Investment Adviser is forced to liquidate such clients’ position in the market, and proceeds from the sale of the underlying Securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer. Special Purpose Acquisition Companies A special purpose acquisition company (a “SPAC”) is a publicly traded company formed for the purpose of raising capital through an initial public offering to fund the acquisition, through a merger, capital stock exchange, asset acquisition or other similar business combination, of one or more undervalued operating businesses. Following the acquisition of a target company, a SPAC typically would exercise control over the management of such target company in an effort to increase the value of such target company. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust until the target company is acquired or a predetermined period of time elapses. Investors in a SPAC would receive a return on their investment in the event that a target company is acquired and such target company’s value increased. In the event that a SPAC is unable to locate and acquire target companies by the deadline, the SPAC would be forced to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to locate or acquire target companies by the deadline, (ii) assets in the trust

may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC, (vi) the value of the funds invested and held in the trust decline, (vii) the inability to redeem due to the failure to hold the securities in the SPAC on the record date or the failure to vote against the acquisition and (viii) if the SPAC is unable to consummate a business combination, public stockholders will be forced to wait until the deadline before liquidating distributions are made. In addition, most SPACs are illiquid and have a concentrated shareholder base that tends to be comprised of hedge funds (at least at inception). The Investment Adviser may cause clients to invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses with respect to a business combination. In such circumstances, there will be limited basis for the Investment Adviser to evaluate the possible merits or risks of such SPAC’s investment in any particular target business. To the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. Each SPAC will apply to have its units listed on a national securities exchange. A SPAC cannot guarantee that its securities will be approved for listing or, if approved, that its securities will continue to remain listed on such exchange. Additionally, a SPAC will be required to demonstrate compliance with the exchange’s initial listing requirements at both the time of its IPO and at the time of its initial business combination, and the initial listing requirements are more rigorous than the continued listing requirements. A SPAC cannot assure that it will be able to meet those initial listing requirements at that time. If the exchange delists a SPAC’s securities from trading on its exchange and the SPAC is unable to list on another exchange, the securities could be quoted on an overthe-counter market, and the SPAC could face significant material adverse consequences, including: (i) a limited availability of market quotations for its securities, (ii) reduced liquidity for its securities, (iii) a determination that the common stock is a “penny stock,” requiring brokers to adhere to more stringent rules and possibly resulting in a reduced level of trading activity in the secondary trading market for its securities, (iv) a limited amount of news and analyst coverage; and/or (v) a decreased ability to issue additional securities or obtain additional financing in the future, any of which could limit the ability of the clients to make transactions in the SPAC’s securities, and could adversely affect the market value of the clients’ securities. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. SPAC PIPE Transactions SPACs will often seek third-party equity capital in the form of a PIPE transaction that is funded on a concurrent basis with the consummation of the underlying business combination that is being pursued by the SPAC. While such SPAC PIPEs are typically entered into at the time a proposed business combination is announced, certain SPACs may seek PIPE commitments at the time of their IPO in the form of forward purchase agreements. Clients may participate in such SPAC PIPE transactions, including pursuant to forward purchase agreements, whereby it may make an irrevocable commitment to subscribe for equity securities of the combined company surviving the business combination between the SPAC and its target

at a set price at the time that an agreement for the underlying business combination is signed. Consummation of a SPAC PIPE is typically contingent on and generally occurs concurrently with the successful closing of the underlying business combination which itself may be subject to conditions (such as regulatory approval, shareholder approval, etc.). As a result, clients may, in their capacity as an investor in a SPAC PIPE, bear the market or pricing risk of the transaction between the time of executing a subscription agreement to participate in the PIPE and the closing of the underlying business combination being pursued by the SPAC. In addition, during the period of time between a client’s subscription to a PIPE and the consummation of the underlying business combination being pursued the SPAC, the Investment Adviser may have to cause a client to reserve capital in anticipation of funding its irrevocable commitment. Such time period may be substantial in the case of a forward purchase agreement executed at the time of a SPAC’s IPO. In such circumstances, any capital being reserved by clients will not be available for participation in other investment opportunities. Further, the shares issued at the closing of a SPAC PIPE will generally be restricted for a period of time following the closing until the company that results from the business combination is readmitted for trading on the relevant exchange and the securities are registered under the Securities Act. Dependence on Key Individuals of SPAC Sponsor The success of client portfolios may depend upon the ability of the relevant management team that sponsors the SPACs in which the Investment Adviser causes clients to invest. In many cases, the Investment Adviser’s investment personnel and shareholders will not participate in the management and affairs of such underlying investments made by clients. Exposure to Material Non-Public Information in Connection with SPAC Investments. From time to time, the Investment Adviser may receive material non-public information with respect to a particular SPAC or other issuer of publicly traded securities. In particular, to the extent the Investment Adviser is party to a forward purchase agreement, a SPAC will typically be required to inform the Investment Adviser (on behalf of the investing client) with respect to developments in its search for possible target businesses. In addition, in connection with its consideration of any prospective SPAC PIPE, the Investment Adviser would be expected to receive information regarding the proposed target business that the subject SPAC is considering. In such circumstances, the Investment Adviser may be prohibited, by law, policy or contract, for a period of time from (i) unwinding a position in such issuer, (ii) establishing an initial position or taking any greater position in such issuer, and (iii) pursuing other investment opportunities related to such issuer. Regulated Industries The Investment Adviser may cause its clients to invest in companies that operate in regulated industries. The operations of such companies will be subject to compliance with applicable regulations, and such companies may be subject to increased regulations resulting from both new requirements and reregulation of previously de-regulated markets. Prices may be artificially controlled, and regulatory burdens may increase costs of operations. New or increased regulations could adversely and materially affect the performance of the companies in which the Investment Adviser causes its clients to invest. Additionally,

such companies may be highly dependent on government contracts and quasi-governmental entity contracts (e.g., GSEs), which could further increase the risks of investing in such companies. Portfolio Funds The Investment Adviser has caused, and may continue to cause, the Funds to invest a portion of their assets in other private funds, such as venture capital or private equity funds (each such fund in which an investment is made, a “Portfolio Fund”) if the Investment Adviser considers that such investment represents a compelling opportunity or is otherwise potentially beneficial to the Funds. The impact of such risks may, in certain circumstances, be limited given the Portfolio Fund Limitations, as described below. Additional detail regarding the risks associated with investment in Portfolio Funds is available in the applicable Fund’s offering documents. There are certain restrictions in place regarding client investments in Portfolio Funds. Specifically, the Investment Adviser will not cause the Hybrid Funds to invest in the following Portfolio Funds: •

a Blind Pool (as defined below), if such investment would cause more than 1% of the net asset value of the Fund, calculated by reference to the most-recent valuation at the time of such investment, to be invested in Portfolio Funds; or

•

a Blind Pool or client that, in either case, charges incentive compensation or a management fee to the Fund, without a corresponding reduction to the Management Fee payable to the Investment Adviser and the Incentive Allocations allocable to the Fund General Partner, as applicable.

For such purposes, “Blind Pool” means an investment vehicle whose mandate permits it to invest more than a majority of its capital in investments, assets or other financial instruments that are not identified to the investors therein, but will exclude (i) any client, (ii) any investment vehicle that is only permitted to acquire assets with the approval of the applicable Fund General Partner or its affiliates, and (iii) any investment vehicle that is controlled by an entity that constitutes all or a portion of a portfolio investment of a client (such as an investment vehicle managed by an entity (and/or its investment manager and related management entities) (a) into which a client has made a direct investment (whether in connection with the provision of seed capital or otherwise) or (b) to which a client has provided seed capital in exchange for an equity interest, income stream, a “revenue share” or other economic benefit in the revenues otherwise payable or allocable to such entity (and/or its affiliated investment manager and related management entities)) and (iv) any mutual fund, exchange-traded fund and financial instrument deemed by the Investment Adviser to be similar to a mutual fund or an exchange-traded fund. The limitations described herein with respect to the Hybrid Funds’ investment programs are referred to elsewhere as the “Portfolio Fund Limitations”. Investments in Portfolio Funds present several risks, including: (i) the compensation of third-party advisers who manage the Portfolio Funds is not correlated to clients’ performance, (ii) clients could receive any withdrawal proceeds from Portfolio Funds as an in-kind contribution, (iii) the Investment Adviser and the Fund General Partners rely upon the valuations provided by the third-party adviser, (iv) the third-party adviser may use investment strategies not fully disclosed to the Investment Adviser, (v) certain clients do

not have a concentration limit and so therefore the Investment Adviser may invest a large amount of their capital in a small number of investments through Portfolio Funds, (vi) multiple third-party advisers will invest wholly independently of one another and may at times hold economically offsetting positions, (vii) the Investment Adviser may cause clients to invest in Portfolio Funds during the early stages of formation and such Portfolio Funds (and their managers) may have difficulty attracting talent, and (viii) operational risks associated with the use of a third-party manager. Additional detail regarding the risks associated with investment in Portfolio Funds is available in the applicable Fund’s offering documents. Investment Funds in Early Stages of Formation and Related Investments Clients may invest in Portfolio Funds that are in an early stage of formation or operation. Similarly, clients have made, and may continue to make, investments (whether as seed investments or otherwise), in newly formed investment managers and/or related management entities, which investments may include or be solely comprised of an investment in the Portfolio Funds managed by such investment managers and/or related management entities. In connection with such investments, clients may receive an equity interest, income streams, a “revenue share” or other economic benefit in the revenues otherwise payable or allocable to such investment managers and/or related management entities. Additionally, in connection with investments clients may make in a Portfolio Fund and its related management entities, the Investment Adviser may negotiate for capacity and other rights and offer investors, Investment Adviser-Related Investors and thirdparty investors the opportunity to make direct investments into such Portfolio Fund. As part of such arrangement, the Portfolio Fund may permit only some of the investors introduced by the Investment Adviser to invest in the Portfolio Fund. In addition, certain investors, Investment Adviser-Related Investors or third-party investors may be able to invest in such Portfolio Fund on beneficial terms (such as on a fee free or reduced fee basis) negotiated in connection with the Fund’s investment. The Investment Adviser and its affiliates will not receive any broker, placement agent fees or any other similar compensation in connection with making introductions. In connection with a seed investment or similar investment with respect to a Portfolio Fund and its affiliated management entities, the Investment Adviser may negotiate terms that are connected to co-investors investing in the Portfolio Fund. For instance, funding obligations of the client may be satisfied by virtue of co-investors investing capital in a Portfolio Fund. Moreover, the Investment Adviser, the Fund General Partner or affiliated management entities of clients (or the Principal Owner or other personnel of the Investment Adviser) may make investments connected to a seed investment, where the Investment Adviser believes it is not in the best interests of clients to make such investment (e.g., in the case of extending a working capital loan to a management entity of a Portfolio Fund, where the return and risk profile of the loan does not meet the profiles for a client investment). Such investments can pose a number of operational and other issues. For example, in its early stages a Portfolio Fund may have little capital available to cover expenses and, accordingly, may have difficulty attracting qualified personnel. Newly formed investment managers and/or related management entities and their Portfolio Funds may face competition from other investment funds, which may be more established, have a larger number of qualified management and technical personnel and benefit from a larger capital base. Furthermore, clients will likely have little control

in connection with their investment in, or in respect of, a Portfolio Fund and its manager or related management entities. Additionally, clients are expected to have limited or no liquidity or withdrawal rights with respect to (i) their investment in certain Portfolio Funds and (ii) any equity interest, “revenue share” or other economic benefit in the revenues otherwise payable or allocable to such manager or related management entities. For the avoidance of doubt, where clients invest in a Portfolio Fund and receive or own an equity interest, income streams, a “revenue share” or other economic benefit in the revenues otherwise payable or allocable to the manager of clients, the Fund General Partner expects to cause clients to treat those interests as a single combined Private Investment. Notwithstanding the foregoing, the Fund General Partner reserves the right, in its sole discretion, to determine otherwise. Revenue shares and similar economic benefits, may be difficult to value. Non-U.S. Exchanges The Investment Adviser causes its clients to trade on exchanges or markets located outside the U.S. Trading on such exchanges or markets is not regulated by the SEC and the CFTC and may, therefore, be subject to more risks than trading on U.S. exchanges, such as the risks of exchange controls, expropriation, burdensome taxation, moratoria and political or diplomatic events. Risks of investments in non-U.S. Securities may also include reduced and less reliable information about issuers and markets, less stringent accounting standards, illiquidity of Securities and markets, higher brokerage commissions and custody fees. Non-U.S. Investments Investing in the Securities of companies (and, from time to time, governments) outside of the United States involves certain considerations not usually associated with investing in Securities of U.S. companies or the U.S. government, including political and economic considerations, such as greater risks of expropriation, nationalization, confiscatory taxation, imposition of withholding or other taxes on interest, dividends, capital gains, other income or gross sale or disposition proceeds, limitations on the removal of assets and general social, political and economic instability; the relatively small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; the evolving and unsophisticated laws and regulations applicable to the securities and financial services industries of certain countries; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; and certain government policies that may restrict the Fund’s investment opportunities. In addition, accounting and financial reporting standards that prevail outside of the U.S. generally are not as high as U.S. standards and, consequently, less information is typically available concerning companies located outside of the U.S. than for those located in the U.S. As a result, the Investment Adviser may be unable to structure client transactions to achieve the intended results or to mitigate all risks associated with such markets. It may also be difficult to enforce clients’ rights in such markets. For example, Securities traded on non-U.S. exchanges and the non-U.S. persons that trade these instruments are not subject to the jurisdiction of the SEC, the CFTC or the securities and commodities laws and regulations of the U.S. Accordingly, the protections accorded to clients under such laws and regulations are unavailable for transactions on non-U.S. exchanges and with non-U.S. counterparties.

Global Political Risks Some of the companies in which the Investment Adviser may cause clients to invest may be particularly exposed to the risk of political change and governmental action. With respect to certain foreign countries, there is the possibility of expropriation or confiscatory taxation, limitations on the removal of funds or other assets of the clients’ portfolio, political or social instability, war or insurrection, terrorist attacks, changes in tariff rates and other impositions of trade barriers, or diplomatic developments that could affect the value and marketability of the clients’ investments in those countries. Investing in such markets poses greater risks than investing in other countries. Securities of companies in these markets generally are more volatile and may be much more volatile than Securities issued by companies located in other countries. Geo-Political Risks and Political Uncertainty Geopolitical relations between governments may have significant macroeconomic effects on the global economy (including, but not limited to, currency fluctuation and/or other adverse effects on international markets, international trade agreements and/or other existing cross-border cooperation agreements (whether economic, tax, fiscal, legal, regulatory or otherwise)). To the extent that existing and/or future geopolitical, trade and/or other disputes develop between countries, there could be additional significant impacts on the industries and sectors in which the clients invest, the jurisdiction of investments and other adverse impacts on investments or the clients and the Investment Adviser more generally. Additionally, the rise of populist political parties and economic nationalist sentiments has led to increasing political uncertainty and unpredictability throughout the world that may adversely affect the price, validity and/or liquidity of the clients’ investments. Investment in Emerging Markets Investing in the Securities of companies (and, from time to time, governments) in emerging markets, specifically, involves additional risks and special considerations not typically associated with investing in more established economies or markets. Such risks may include, in addition to the risks listed above in connection with non-U.S. investments generally, some if not all of which are heightened in the case of investments in emerging markets: higher dependence on exports and the corresponding importance of international trade; greater risk of substantial inflation; greater controls on foreign investment and preferential treatment for particular domestic industries or companies or other protectionist acts; increased likelihood of governmental involvement in and control over the economy; governmental decisions to cease support of economic reform programs or to impose centrally planned economies; longer settlement periods for transactions and less reliable clearance and custody arrangements; and less developed corporate laws regarding fiduciary duties of officers and directors and the protection of investors. In addition, both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many emerging markets countries, and the tax systems of some emerging market economies have been marked by rapid change, which has sometimes occurred without warning and has been applied with retroactive effect, and in some cases, there is widespread non-compliance with tax laws, insufficient personnel to deal with the problem and inconsistent enforcement of the laws by inexperienced tax inspectors. All of such risk factors could potentially affect the Investment Adviser’s ability to conduct effective due diligence in connection with clients’ investments and to monitor investments or otherwise impact returns on any such investment.

Investments in India The Investment Adviser has caused, and may in the future cause, its clients to invest in companies organized in, operating in, or traded on the stock exchange(s) of, India. The government of India exercises significant influence over many aspects of the Indian economy, and the number of public sector enterprises in India is substantial. Accordingly, government actions in India in the future could have a significant effect on its economy, which could affect private sector companies, market conditions, and prices and yields of Indian securities. Trading in India may require additional licensing and/or tax structuring (including, potentially, for subsidiaries of clients), the cost of which will be borne by the clients. FCPA and Anti-Corruption Considerations In some countries, there is a greater acceptance than in the United States of government involvement in commercial activities and of corruption. Under the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), it is unlawful for U.S. persons and, in certain circumstances, foreign persons to pay or offer bribes, directly or indirectly, to a foreign official in order to obtain, retain, or direct business. In recent years, the U.S. Department of Justice and the SEC have devoted greater resources to enforcement of the FCPA. In addition, with the enactment in 2010 of the Bribery Act, the United Kingdom has significantly expanded the reach of its anti-bribery laws. The Investment Adviser performs due diligence with respect to prospective Fund investors (together with the Funds’ administrator) to assess corruption-related risks. As a result of such measures, certain clients may not accept capital from investors where the Investment Adviser believes that such an investment may present risks. In addition, when the Investment Adviser determines that it is appropriate, due diligence to assess corruption-related risks is also performed on certain prospective counterparties or client investments. The Investment Adviser may similarly make a determination, based on its assessment of the risks, to forego an investment or opportunity to transact with a counterparty, even where such opportunities have the potential to have a positive impact on client portfolios. In addition, the possibility exists that the Investment Adviser’s or the Fund’s ongoing relationships may be affected by activity that has potential implications under anti-corruption and anti-bribery laws, which could necessitate discontinuing an existing relationship or activity, or the imposition of other legally required or advisable measures. In spite of the Investment Adviser’s efforts to comply with the FCPA, the Bribery Act and other applicable laws, individuals purporting to act on behalf of the Investment Adviser or affiliates of portfolio companies, particularly in cases where the Investment Adviser or its clients do not control such portfolio company, could engage in activities that could have legal implications under such laws, including allegations of violations of such laws, whether before or after the Investment Adviser causes a client to make an investment. Any allegation or determination that the Investment Adviser or its clients have liability arising from a violation of the FCPA or other applicable anti-corruption laws or anti-bribery laws could subject the Investment Adviser or its clients to, among other things, civil and criminal proceedings and penalties, fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect the Investment Adviser’s business prospects and/or financial position, as well as the Investment Adviser’s ability to achieve its clients’ investment objective and/or conduct its clients’ operations.

CFIUS and National Security/Investment Clearance Considerations Certain investments that the Investment Adviser causes its clients to make could involve the acquisition of an investment in a business connected with or related to national security or critical infrastructure and may be subject to review and approval by the U.S. Committee on Foreign Investment in the United States (“CFIUS”) and/or non-U.S. national security/investment clearance regulators depending on the beneficial ownership and control of interests in client vehicles (including the Funds). In the event that CFIUS or another regulator reviews one or more of a client’s proposed or existing investments, there can be no assurances that the Investment Adviser will be able to maintain, or proceed with, such investments for client portfolios on terms acceptable to the Investment Adviser and/or the client. CFIUS or another regulator may seek to impose limitations on or prohibit one or more of client investments. Such limitations or restrictions may prevent the Investment Adviser from maintaining or pursuing investments, which could adversely affect the performance of client portfolios with respect to such investment (if consummated) and thus the performance of client portfolios as a whole. In addition, certain Fund investors are non-U.S. investors, and in the aggregate, do comprise a substantial portion of the Funds’ aggregate capital, which increases both the risk that investments may be subject to review by CFIUS, and the risk that limitations or restrictions will be imposed by CFIUS or other non-U.S. regulators on the Funds’ investments. In the event that restrictions are imposed on any client investments due to the non-U.S. status of an investor in a client vehicle or a group of investors therein, or other related CFIUS or national security considerations, the Investment Adviser may choose to restrict such investors’ ability to invest in any such investments or receive information that otherwise may be provided to such investors or group of investors with respect to any such portfolio investment or cause the investors or group of investors to withdraw from the client vehicle. However, there can be no assurance that any restrictions implemented on any such investors or group of investors will allow the Fund to make or maintain an investment. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in the clients. Prospective investors should read this entire Brochure, as well as the relevant client’s offering documents, and consult with their own advisors before deciding whether to invest in any client. In addition, as the clients’ investment programs may develop over time, an investment in the 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.

C. Material Relationships or Arrangements with Industry Participants The Principal Owner, individually, on behalf of members of his family, through or on behalf of trusts, partnerships, companies and other entities formed for his benefit and the benefit of members of his family, and/or through or on behalf of trusts, partnerships, foundations, companies and other entities which may from time to time include other philanthropic, charitable (including donor-advised funds or other estate planning vehicles), civic, social or other organizations (collectively, along with the Principal Owner, the Principal Owner’s family, and such trusts, partnerships and other entities, the “Principal Entities”) has in the past made, held and disposed of, and expects to continue to make, hold and dispose of, investments outside of, and separate and apart from, his interests in the Funds. These investments by the Principal Entities include, but are not limited to, (i) direct investments in Securities in which clients have also invested (including, without limitation, where such investments were made by the Principal Entities prior to clients making such investments) or where the Principal Entities receive such investments as an in kind distribution from pooled investment vehicles managed by third parties and (ii) equity and other investments in pooled investment vehicles that are managed by third parties, and such vehicles have, and expect from time to time in the future to invest in securities in which our clients have also invested. In addition, such pooled investment vehicles could in the future invest in the Funds or Co-Investment Entities themselves, or co-invest alongside clients. Managers of pooled investment vehicles may share investment ideas with personnel of the Investment Adviser, and clients may, when the Investment Adviser deems it to be in clients’ best interests, invest in securities that are the subject of such discussions. In addition, such pooled investment vehicles, or persons associated with such pooled investment vehicles or their managers, may be offered co-investment opportunities by the Investment Adviser or its affiliates. The investments made by the Principal Entities will generally be investments that, at the time of investment, are opportunities that are determined by the Investment Adviser to be inappropriate for investment by clients (for example, if such investments were originally considered for investment by clients and subsequently determined to be inappropriate for investment by clients (including due to the relatively small size of the investment opportunity), or in situations where clients have already invested in such securities the amount the Investment Adviser or its affiliates believe should be invested by clients). As it

pertains to real estate investments, the Investment Adviser expects that the Principal Owner and the Principal Entities will permit clients a priority right over any single real estate investment opportunity presented to the Principal Owner that involves an equity investment of greater than $20 million; however, a single real estate investment opportunity that is of a smaller size generally will be considered too small to be appropriate for clients. In making determinations about the investment activities of the Principal Entities, the Investment Adviser, acting consistent with its fiduciary duties, will consider a number of factors, which could include but are not limited to: clients’ investment strategies, clients’ return parameters, and the risks associated with such investment activities. However, there can be no assurance that all relevant factors will be identifiable or fully considered at the time. The Principal Entities’ investments in pooled investment vehicles managed by other investment managers (e.g., hedge funds, private equity funds or venture capital funds) may mean that the Principal Owner indirectly holds interests, through such vehicles, in securities that are also owned by clients. In such a situation, the Principal Owner could be faced with investment decisions for client portfolios that could affect the value or liquidity of such securities generally (or which could have other impacts on holdings of such securities), and in those circumstances the Principal Owner and the Investment Adviser would have a conflict of interest. The Principal Owner is permitted to take actions in respect of the investments of the Principal Entities that he considers to be in the best interests of the Principal Entities, however the Investment Adviser’s policies require that no action will be permitted to be taken unless the Principal Owner or such Principal Entities believe in good faith that such action is consistent with our fiduciary duty to our clients. The Investment Adviser will seek to resolve all conflicts in a manner that it deems to be fair and equitable consistent with its duties to our clients. Although the Investment Adviser will consider any conflicts prior to granting investment approval to the Principal Entities, no assurances can be made that all conflicts will be identifiable or fully considered at the time such approval, if any, is granted. For example, although the Investment Adviser could, in its discretion, determine to withhold approval for an investment by the Principal Entities on the basis that, at the time of acquisition, the entity is, or reasonably could be expected to become, directly competitive with client portfolios and/or any portfolio companies held in client portfolios (for purposes of clarity, the Investment Adviser will not be required to withhold approval under such circumstances), it is possible that approval could be granted for an investment in an entity that subsequently becomes competitive with such client portfolios and/or of any portfolio companies held in client portfolios. In addition, the Investment Adviser’s ability to implement its clients’ strategies effectively from time to time will be limited by (i) contractual obligations entered into in respect of investments made by the Principal Owner, Principal Entities and other affiliates or employees of the Investment Adviser and (ii) regulatory obligations or restrictions imposed on the Investment Adviser that limit its ability to (a) invest in securities that clients may otherwise be interested in pursuing or (b) otherwise take actions in respect of client investments that may otherwise be beneficial to clients, in each case, as a result of investments made by the Principal Owner, Principal Entities and other affiliates or employees of the Investment Adviser. In the past, an investment by the Principal Owner imposed limitations and/or constraints on clients’ ability to invest, hold and/or manage investments related to certain gaming companies. Investments imposing similar restrictions may be made by the Principal Owner in the future.

The Investment Adviser has adopted policies and procedures to prevent and/or mitigate the actual conflicts of interest that arise from the investment activities of the Principal Entities. These policies address the methods and processes for identifying, reporting, mitigating and monitoring such conflicts of interest. Certain investment decisions made, or which in the future may be made, by the Investment Adviser for client portfolios impose restrictions on, or otherwise limit, the Investment Adviser’s ability to make subsequent investment decisions. These restrictions may take various forms, including but not limited to, contractual prohibitions (e.g., the Investment Adviser accepts, as a condition of making an investment, an obligation to forego certain other investment opportunities; or a prospective investment for a client is not undertaken because it would require regulatory approvals in light of current positions held in client portfolios) and situations where the Investment Adviser determines that subsequent investments could be detrimental to important business relationships (e.g., the Investment Adviser may forego opportunities to invest in competitors of current portfolio companies). To the extent that the Investment Adviser’s decisions for certain clients restrict or limit future investment opportunities, client portfolios could be adversely affected by the inability to pursue such future opportunities. The Investment Adviser could in the future face a conflict of interest in situations where investment decisions undertaken for one client restricts or limits investment opportunities available for another client, and the Investment Adviser will seek to pursue and allocate investment opportunities in a manner it believes to be fair and equitable.

D. Material Conflicts of Interest Relating to Other Investment Advisers We do not recommend or select other investment advisers for our clients.

The Code places restrictions on personal trades by employees and mandates that employees disclose their personal securities holdings and transactions to the Investment Adviser on a periodic basis. The Code also requires that employees pre-clear certain types of personal securities transactions. Generally, and subject to certain exceptions, our employees may not engage in personal trading in single-name, publicly-traded stocks and bonds and may only dispose of any such securities held in their respective personal trading accounts subject to pre-clearance. Employees are not required, however, to obtain pre-clearance for personal investments in certain other asset classes and goods, including certain investments in residential real estate, ETFs included on a pre-approved list maintained by the Investment Adviser, and open-ended mutual funds, whether or not our clients have invested in the same or similar assets. We have the ability to permit, and have permitted, certain employees, including the Principal Owner, to maintain various personal investments that were acquired prior to their association with the Investment Adviser, including investments in private issuers that may subsequently conduct public offerings of securities, and may grant similar permissions in the future and/or permit personnel to sell such previously acquired securities. Clients may request to review the Code by contacting us at the address or telephone number listed on the first page of this document.

B. Securities in which the Investment Adviser or a Related Person Has a Material Financial Interest 1. Cross Trades To the extent that we determine that it would be in the best interests of certain clients to engage in a “Cross Trade” (which can happen for a variety of reasons, including tax purposes, liquidity purposes, to rebalance client portfolios, or to reduce transaction costs that may arise in an open market transaction), we will follow a policy whereby we determine that the trade is in the best interests of both of the clients involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. We generally intend to execute Cross Trades in publicly-traded securities, if at all, with the assistance of an independent broker-dealer that executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between two clients may occur as an “internal cross”, where we instruct the custodian for the clients to book the transaction at the price determined in accordance with our valuation policies and procedures. If we effect an internal cross, we will not receive any fee in connection with the completion of the transaction. 2. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the Investment Advisers Act of 1940 (the “Advisers Act”)) due to the ownership interest in a client by the Fund General Partners or otherwise, the Investment Adviser or its personnel, the Fund General Partners and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act. For the avoidance of doubt, the Fund General Partners and the Investment Adviser will comply with the requirements of Section 206(3) of the Advisers Act for any principal transactions. We have established an advisory board for the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund, the Hybrid Master Fund and the Private Funds (the “Advisory Board”). To the extent required by applicable law or that we deem advisable, the Advisory Board may be asked to review and approve or disapprove certain transactions or conflicts of interest, including in connection with any principal transactions, Cross Trades, related-party transactions and other transactions and relationships involving potential conflicts of interest. We will not cause the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund, the Hybrid Master Fund or the Private Funds to enter into any transaction that would constitute a principal transaction (as such term is used under the Advisers Act) without (i) the consent of the Advisory Board or (ii) for (x) the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund and the Hybrid Master Fund, the aggregate consent of a majority-ininterest of the investors in the applicable Fund(s) (or if the decision relates to the Hybrid Master Fund, a majority-in-interest of the investors in the Hybrid Feeder Funds) and (y) the Private Funds, consent of the LPAC (as defined in the Private Funds’ governing documents). Any decision of the Advisory Board will be binding on our clients and their partners. The members of the Advisory Board, and for the Private Funds, the LPAC, may be exculpated and indemnified by the Hybrid Domestic Fund, the Hybrid Offshore Fund, the Hybrid Intermediate Fund, the Hybrid Master Fund or the Private Funds, as applicable. We will not cause the Hybrid Offshore Feeder Fund to enter into any transaction that would constitute a principal transaction (as such term is used under the Advisers Act) without (i) the consent of the Hybrid Offshore

Feeder Fund’s Board of Directors or (ii) the aggregate consent of a majority-in-interest of the investors in the Hybrid Offshore Feeder Fund. In no event will any principal transaction, Cross Trade, related-party transaction or other transaction or relationship involving actual conflicts of interest, be entered into unless it complies with applicable law.

C. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients To the extent that the Investment Adviser, or any of its affiliates or employees transact in or hold securities that are also held by clients, the Investment Adviser, its affiliates and its employees have at times given or taken action for their own accounts, and expect in the future to continue to do so, that differs from advice given or action taken for client portfolios. This activity generally, but not exclusively, occurs when a new employee is liquidating positions in a personal account that were acquired prior to the employee joining the Investment Adviser or upon an existing employee’s receipt of a distribution in kind – under those circumstances, employees have, and may in the future, sell securities that are held in client portfolios (and that the Investment Adviser intends to cause clients to continue to hold). Such actions are subject to the policies and procedures of the Investment Adviser, including the pre-clearance requirements under the Code. Advice given or action taken for personal accounts may also conflict with or be adverse to advice given or action taken for our clients. In certain circumstances, including but not limited to situations where the employee is liquidating a position in an illiquid or lightly-traded security, these activities have the potential to adversely affect the prices and availability of other securities held by or potentially considered for purchase by our clients. Personnel of the Investment Adviser, including the Principal Owner and other members of the investment team have acquired, and may in the future acquire, directly or indirectly, investments in securities in which a client is, or may be, invested. Such acquisitions may be made indirectly (such as where an employee of the Investment Adviser has an investment in a pooled investment vehicle managed by a third party, and such pooled investment vehicle has an investment in a security that clients also invest in) or directly. Such investments may include, without limitation, investments in Securities of a private company in which a client later makes an investment (i.e., the client may make an investment in a private company in which personnel of the Investment Adviser have previously made an investment), such as where the personnel of the Investment Adviser have previously invested in a company that was not appropriate for the client at the time of such investment (e.g., due to the relatively small size of the investment opportunity or the early development stage of the portfolio company). Regardless of whether these personal investments were acquired directly or indirectly, such personnel as well as the Principal Entities (to the extent they make such investments) may benefit from market or investment activity by clients (e.g., an investment made by a client in the same securities may lead to an increase in or reduce a decrease in the value of such securities or diminish the volatility of such securities). To the extent that personnel of the Investment Adviser or the Principal Entities hold such investments or benefit from clients’ market or investment activity, the Investment Adviser will have a conflict of interest. Furthermore, to the extent the Investment Adviser has conducted research regarding a prospective investment opportunity for clients and ultimately declines to pursue such an investment because the Investment Adviser believes it is not in the best interests of clients to consummate such an investment, personnel of the Investment Adviser and the Principal Entities may benefit from such research and expenses incurred in connection with such

research, since such personnel and entities may have the opportunity to personally invest in such investment opportunities. Under such circumstances, neither the Investment Adviser nor its personnel or affiliated management entities or the Principal Entities are required to bear the expenses borne by clients in connection with such research attributable to those investments. There may be instances, including a proposed business relationship (e.g. merger, acquisition or joint venture) between an issuer in which any such person has a personal investment and an issuer in which a client has invested, where the applicable person will have an incentive to take an action for clients or cause or influence the issuer in which clients are invested to take an action, in each case, that benefits the personal investment. Personal investment activities of personnel of the Investment Adviser, or other activities not related to such personnel’s work for the Investment Adviser, may also increase the likelihood of the Investment Adviser gaining possession of material non-public information about an issuer that leads to a restriction or limitation being imposed on clients and/or one or more other apparent or actual conflicts of interest, including the fact that a client’s investment in the public securities has the potential to benefit the personal investment. Affiliates of the Investment Adviser have entered, and expect in the future to enter, into arrangements with a client that may, in certain circumstances, result in such affiliate receiving performancebased compensation in the form of an in-kind distribution. If one of our affiliates at any time receives a distribution in-kind from a client, or any investment vehicle established by a third-party investor in connection with investment management or consulting services provided to it by us or our affiliates, in lieu of our affiliate receiving performance-based compensation in the form of a cash distribution or payment, such affiliate may elect to hold the securities distributed in-kind or dispose of the securities distributed inkind at such time as we deem appropriate in our sole discretion, irrespective of whether the same securities are held at such time in our client portfolios. Under certain circumstances, the affiliates of the Investment Adviser will have a conflict of interest in deciding whether to receive their performance-based compensation through an in-kind distribution, and in determining whether to hold such securities or dispose of them, especially if the Investment Adviser’s decision to sell such securities is likely to have an adverse effect on the value of the securities held in client portfolios. We have established policies and procedures to monitor and resolve conflicts with respect to investment opportunities in a fair and equitable manner, including through the implementation of personal trading restrictions in the Code, as described above, and regular monitoring of employee transactions for actual or potential conflicts of interest. We and our affiliates, from time to time, have offered, and expect to continue to offer, one or more Fund investors, Co-Investment Entity investors, and/or other third-party investors (including the Investment Adviser, the Fund General Partners, and any affiliated entities, including all such entities’ respective members, partners, officers or employees, and including the “Investment Adviser-Related Investors”,1 and

“Investment Adviser-Related Investors” include the Principal Owner and any other member, partner, officer or employee of the Fund General Partners, the Investment Adviser or an affiliate thereof, any member of the immediate family of such a person, and any trust or other entity for the benefit of such a person that invests directly or indirectly in one of our Funds.

investment vehicles in which Investment Adviser-Related Investors may hold an interest) the opportunity to co-invest with clients in particular investments. We have offered, and expect to continue to offer, such co-investment opportunities when the size of the opportunity exceeds the amount of capital that we or our affiliates believe should be invested by our clients, or when the opportunity is otherwise not appropriate for our clients. We are not currently required to offer co-investment opportunities to any Fund investor or CoInvestment Entity investor and no Fund investor or Co-Investment Entity investor will be entitled (or obligated) to participate in such an opportunity by reason of being an investor in one or more of the Funds or Co-Investment Entities. Our decision to offer (or not offer) co-investment opportunities to any Fund investor or Co-Investment Entity investor will currently be made in our sole discretion, as applicable. We and our affiliates have offered, and expect to continue to offer, co-investment opportunities to Fund investors, Co-Investment Entity investors and/or other third-party investors (including portfolio companies of our clients) based on factors such as, but not limited to, the nature of the opportunity, speed of execution required, tax considerations, such persons’ familiarity with, capability and history of making similar investments (including successfully consummating prior co-investment opportunities with the Investment Adviser and its affiliates) or ability to consummate co-investment opportunities generally and in a meaningful size, such person’s prior expressions of interest in making similar investments (including, in the case of Fund investors, the level of private investment participation selected by such investor in subscribing to the applicable Fund), the ability of such persons to generate future investment opportunities or provide other benefits to clients and/or the Investment Adviser and/or to provide analytical and market advice or other expertise that may be valuable to clients, and other factors deemed by the Investment Adviser and its affiliates to be relevant. We have a conflict of interest when determining which Fund investors or Co-Investment Entity investors, if any, to offer co-investment opportunities. The Principal Owner and other Investment Adviser-Related Investors have, and may in the future, co-invest with clients whether or not the particular co-investment opportunity is offered to Investors or to other third parties. The Series LLC establishes a separate series for each co-investment opportunity that the Investment Adviser determines that it will pursue, and the Series LLC is solely owned by Investment Adviser-Related Investors (and former Investment Adviser-Related Investors). If we determine to offer any co-investment opportunity to a Fund investor or Co-Investment Entity investor, we will provide the details of such opportunity at the time the offer is communicated to such Fund investor or Co-Investment Entity investor. The Investment Adviser has established (concurrently with the establishment of the Private Funds) the Private Co-Investment Fund, a committed co-investment vehicle that will invest in co-investment opportunities of the Private Funds, and which co-investment vehicle will be made available for investment by certain investors in the Private Funds. Furthermore, the Investment Adviser may in the future advise additional committed co-investment vehicles. Any such committed co-investment vehicle advised by the Investment Adviser in the future may be offered (and may be required to be offered) a co-investment opportunity before such opportunity is offered to any Fund investor or other third-party investor, and no Fund investor or other third-party investor will be entitled (or obligated) to participate in such an opportunity by reason of being a Fund investor. To the extent that we offer a co-investment opportunity in a security to one or more of our clients, investors in the Funds or Co-Investment Entities, or third parties,

we are not currently required to offer subsequent additional co-investment opportunities in that security to such co-investors unless otherwise specified in applicable agreements. We may extend additional coinvestment opportunities relating to such issuers in our sole discretion. As discussed above, we and our affiliates have caused the Funds to make investments in which coinvestors also participate. At times, such co-investors have been, and are expected to continue to be, CoInvestment Entities (i.e., the co-investing entities are also our clients), and at times, such co-investors have been, and are expected to continue to be, third-party co-investors (i.e., co-investors who are not clients of the Investment Adviser and are not captured by the term “Co-Investment Entities”). We and our affiliates expect to receive fees and/or allocations from co-investors, which may differ as among co-investors, and which will differ from the fees and/or allocations borne by the Funds or Co-Investment Entities. For the avoidance of doubt, fees, allocations and expenses paid by the Funds will differ from the fees, allocations and expenses paid by the Co-Investment Entities, even when both clients are investing in the same security. To the extent that the fees and/or allocations from co-investors differ from those paid by certain clients, we will have a conflict of interest in determining the appropriate allocation to clients with respect to such investments. Co-investors (including the Co-Investment Entities when they invest alongside the Funds) typically will not bear certain expenses (e.g., broken deal expenses) associated with potential co-investment opportunities that are ultimately not consummated and such amounts (including, for the avoidance of doubt, the portion thereof that corresponds to prospective co-investors’ intended proportionate participation in the unconsummated transaction) will be borne by our clients (and correspondingly, Fund investors). Coinvestors (including the Co-Investment Entities when they invest alongside the Funds) may, and for the avoidance of doubt, in certain cases do, have rights in addition to, or are subject to terms that are different than, the rights and terms applicable to the Funds and their investors. For example, co-investors may receive minority protections, board seats, information rights, rights to future allocations of co-investments in the same security, or other control rights, and may have different or advantageous terms or rights with respect to their ability to exit the co-investment. In addition, we may be subject to additional duties with respect to the management of vehicles through which co-investors may invest (including, but not limited to, the Co-Investment Entities that we have established and operate, as detailed in Item 4). To the extent that we cause the Funds to make subsequent investments in the same securities held by those Co-Investment Entities, these investment opportunities, and particularly those investment opportunities subject to pre-emptive rights granted to such Co-Investment Entities, may be required to be made available to such Co-Investment Entities on a priority basis. The fees, allocations and other terms and rights applicable to the Private Co-Investment Fund (and its investors) and any future committed co-investment vehicle (and its investors) may differ from the fees, allocations and other terms and rights applicable to the Funds (and their investors) or to the CoInvestment Vehicles. We will seek to fairly and equitably allocate expenses among our clients and any co-investors. Generally, our clients and co-investors that own an investment will share in expenses relating specifically to such investment, however, in certain circumstances, co-investors (including the Co-Investment Entities when they invest alongside the Funds) may not share in certain investment-related expenses. It is not always possible or reasonable to allocate or re-allocate expenses to a co-investor, depending upon the circumstances surrounding the applicable investment (including the timing of the investment), the financial and other terms governing the relationship of the co-investor with respect to the investment and the nature of the expense (e.g., (i) research expenses that are not specifically related to an investment (but may benefit

one or more such investments), (ii) research expenses that are subscription-based, aggregated or otherwise paid for as a single bill or lump sum payment and (iii) other similar expenses that are difficult to divide and allocate specific amounts to a single investment, generally will not be allocated to co-investors, and research products or services obtained with soft dollars generated by the Fund that are specific to, and benefit one or more such investments will be paid for with soft dollars and not allocated to co-investors). As a result, there are occasions where co-investors do not bear a proportionate share of such expenses as compared to expenses borne by clients (this includes situations where the Co-Investment Entities do not bear a proportionate share of such expenses as compared to the Funds). In addition, expenses (e.g., broken deal expenses) associated with potential co-investment opportunities that are ultimately not consummated, are unlikely to be borne by contemplated co-investors (including Co-Investment Entities), unless a binding commitment has been obtained from such co-investors (including Co-Investment Entities); rather they will generally be borne by the Funds. Such expenses that will generally be borne by the Funds may involve expenses that are particularly attributable to co-investors, including Co-Investment Entities (e.g., where the Investment Adviser seeks to address certain regulatory issues with respect to a particular investment that specifically affects certain potential co-investors, including Co-Investment Entities, and the investment is ultimately not consummated or committed to). The Funds’ and each participating client’s (including CoInvestment Entities’) expected participation in such unconsummated investment opportunities is based on factors deemed fair and equitable by us, including, but not limited to, the respective net asset values of participating clients (which for this purpose may involve including or disregarding capital commitments). If any of the expenses of the Funds are incurred jointly for the account of more than one client, such expenses will generally be allocated among the applicable clients, in proportion to the size of the investment made by each in the activity or entity to which the expense relates, or based on their respective amounts of capital under management or aggregate capital commitments, or in such other manner as we, in our discretion, consider fair and equitable. Furthermore, when we use formulas and/or rely on informal estimates and projections with respect to the anticipated related benefits or usages (in determining how to allocate expenses), such formulas and estimates may not ultimately reflect the actual benefits or usages. Certain of our determinations with respect to whether specific expenses should be borne by us or by our clients (or by some clients and not others, including the Co-Investment Entities) require subjective judgments. The Investment Adviser has a conflict of interest when making such judgments because the Investment Adviser will bear the costs of any expenses not allocated to a client. Similarly, certain of the Investment Adviser’s determinations with respect to whether specific expenses should be borne by the Funds, one or more Co-Investment Entities, or a third-party co-investor, require subjective judgments. Certain clients may have different expense terms than other clients, and the Investment Adviser has a conflict of interest when determining whether one client will bear a specific expense instead of another client. In addition, the allocation of certain expenses may affect the size or performance of, and therefore the fees or allocations earned by the Investment Adviser with respect to, certain clients, and therefore the Investment Adviser may have a conflict of interest when determining how to allocate expenses among such clients. The Investment Adviser seeks to allocate expenses in a manner that it deems to be fair and equitable. Certain products or services, the costs of which are borne exclusively by one or more clients may also benefit the Investment Adviser and its affiliates, other clients, or third parties directly or indirectly. The Investment Adviser has a conflict of interest in determining whether such expenses should be borne by

certain clients because the Investment Adviser and its other clients also receive benefits from the products and services provided.

D. Conflicts of Interest Created by Contemporaneous Investments To the extent that we have multiple clients that are both investing in the same securities, we will strive to allocate investment opportunities to those clients in a manner that we deem to be fair and equitable, to the extent practical and in accordance with clients’ applicable investment strategies. With respect to coinvestment opportunities, we are currently not required to offer co-investment opportunities to any coinvestor, including our clients or investors in the Funds or Co-Investment Entities. To the extent that we offer a co-investment opportunity in a security to one or more of our clients, investors in the Funds or CoInvestment Entities, or third parties, we are generally not required to offer subsequent additional coinvestment opportunities in that security to such co-investors unless otherwise specified in applicable agreements. We may extend additional co-investment opportunities relating to such issuers in our sole discretion. The Investment Adviser has an inherent conflict of interest in allocating investment opportunities among its clients. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account applicable considerations that we deem to be relevant, which may include (but are not limited to): (i) potentially adverse tax consequences; (ii) the potential for the proposed investment to create an imbalance in a client’s portfolio; (iii) the liquidity requirements of a client; (iv) whether the risk-return profile of the proposed investment is consistent with a client’s objectives; (v) legal or regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment; (vi) whether a client’s governing documents contemplate the allocation of a specific investment opportunity to that client; (vii) the need to re-size risk in a client’s portfolio; (viii) investment limitations, restrictions or guidelines in clients’ governing documents; (ix) the general investment strategy of each client; (x) the focus or core of the investment strategy of each client; (xi) the pipeline of future investments and the desire to retain cash for those investments; (xii) the portfolio construction of each client; (xiii) the size, sector, geography and time horizon of the relevant investment opportunity; (xiv) financing terms related to the investment opportunity and availability to each client; (xv) each client’s available capital, permitted leverage and available financing; (xvi) with respect to an investment opportunity originated by a third party, the relationship of a particular client to or with such third party; (xvii) whether a client is in the process of fundraising or is open to redemptions or is close to the end of its investment period or term; (xviii) co-investment arrangements of any client; or (xix) any other criteria reasonably related to an allocation of a particular investment opportunity to one or more clients. Without limiting the generality of the foregoing, the Investment Adviser expects that (A) the Private Funds will generally participate in investment opportunities alongside the Hybrid Funds on a pari passu basis on the basis of (x) capital commitments to the Private Funds and (y) currently available capital designated for private investments with respect to the Hybrid Funds, as determined by the Investment Adviser in its discretion in accordance with its policies as in effect from time to time (i.e., neither the Private Funds nor the Hybrid Funds will generally have priority over the other) and (B) the Co-Investment Entities will participate only to the extent capacity in a particular investment opportunity remains available after the Funds have each received their respective allocations of such investment opportunity.

We have no obligation to purchase or sell a security for, enter into a transaction on behalf of, or provide an investment opportunity to, certain clients solely because we purchase or sell the same security for, enter into a transaction on behalf of, or provide an opportunity to, another client if, in our reasonable opinion, such security, transaction or investment opportunity does not appear to be suitable, practicable or desirable for the client. We have, and expect in the future to acquire and/or dispose of investments held by certain clients either prior to or subsequent to the acquisition and/or disposition of the same or similar securities held by other clients. Furthermore, when a private investment has undergone a liquidity event but is not yet freely tradeable (e.g., as a result of a lock-up under applicable law or contract, or a restriction on trading under applicable law), the Investment Adviser generally expects to cause clients to deem realized private investments (to the extent such private investment is appropriate for such client’s portfolio taking into account internal guidelines and/or other criteria established or considered by the Investment Adviser in its sole discretion) before it realizes any portion of the same investment held by other clients (as other clients would not have the opportunity to realize the investment until it becomes freely tradeable). In certain circumstances, our investment activities on behalf of certain clients in such securities could adversely affect the value of the same securities held in other clients’ portfolios, including where the Investment Adviser causes a client to sell (or short) an investment for the client and the Investment Adviser continues to hold it (long) by other clients, or vice versa, which may occur for a variety of reasons, including, but not limited to (1) different investment strategies between the clients; (2) portfolio rebalancing in one client and not another (which may occur because one client invests in a single issuer or a more concentrated portfolio, or is a “long-only” strategy); or (3) different terms within the clients (e.g., a client may or may not have specific time constraints or guidelines regarding the realization or liquidation of investments or may be able to deem realized an investment while still under lock-up). If the investment is illiquid there could be substantial price volatility. In addition, the Investment Adviser may cause a client to invest in opportunities using a different strategy or on different terms (e.g., greater use of leverage, higher levels of derivatives exposure or hedging, or different levels of concentration) than that to which other clients are exposed to such investment opportunity. As a result of some or all of the foregoing, the performance results as between the clients, even as it relates to investments in which multiple clients invest, are likely to vary, and such variation could be significant. We may, in our sole discretion, make non-pro rata allocations, make a priority allocation to a client relative to another client (or vice versa), or change its allocation methodologies based on, among other things, the Investment Adviser’s perception of the liquidity of each client at the time of the investment and on a going-forward basis; relative exposure to market trends; the remaining term or time remaining in the investment period of each such client (i.e., the Investment Adviser may over-allocate to a client that is ramping up or nearing the end of its term or investment period); the terms, structure and availability of financing in respect of an investment; the perceived relative value of the investment opportunity relative to other investment opportunities available to each client; and the investment programs and portfolio positions of each client for which participation is appropriate (e.g., the Investment Adviser may determine that a client’s allocation of a particular investment is not sufficiently large enough to be appropriate for allocation to a client). Accordingly, certain investment opportunities may be allocated to clients on a non-pro rata basis with another client, or may not be allocated to another client at all even if such investment opportunities or similar investment opportunities may be allocated to such other client at other times, which

could result in such other client not obtaining an allocation in a particular investment that would otherwise have been obtained had other clients not invested. To the extent a client does not have sufficient capital available to fund its allocation of any particular investment (whether as a result of its existing investments, commitments for future investments, reserves for anticipated future cash needs or otherwise), such client will generally either participate in such investment only to the extent of its capital available to do so, or at the discretion of the Investment Adviser, not participate in such investment altogether, and any excess amount that otherwise would have been allocated to such client for such investment will instead be allocated to other clients and taking into account the considerations mentioned herein. To the extent an instrument is being purchased to hedge the portfolio of a client, such instrument generally will not be allocated among the clients on a pro rata basis, but instead generally will be allocated to the particular client for which the hedge is appropriate in such amounts that are deemed appropriate to hedge the particular portfolio, in the sole discretion of the Investment Adviser. Certain clients currently have, and may continue to have, investment objectives, programs, strategies and positions that are similar to or that conflict with those of another client, or may compete with or have interests adverse to another client. Such conflicts could affect the prices and availability of securities in which one or more clients invest. Even if clients have similar investment objectives, programs or strategies, we may give advice or take action with respect to the investments held by, and transactions of, one or more clients that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, one or more other clients for a variety of reasons, including, without limitation, differences between clients regarding each client’s general investment strategy, the focus of the investment strategy, portfolio construction, governing documents, time horizon, financing terms, regulatory treatment and tax treatment. As a result, clients with similar investment strategies may have substantially different portfolios and investment returns. Conflicts of interest also arise when we make decisions on behalf of a client with respect to matters where our interests or other clients’ interests differ from one another. Currently, each of the Co-Investment Vehicles has an investment program limited to investments in the securities of a single private issuer, and therefore the investment objectives, programs, and strategies of such Co-Investment Vehicles differ from, and could conflict with, those of the Funds and/or the Private Co-Investment Fund as it relates to private investments because the investment programs for the Funds and the Private Co-Investment Fund are not limited to a single private issuer. Investment management services provided by us or our affiliates to Co-Investment Entities that have investment objectives, programs or strategies that are similar to those of the Funds could result in significant overlapping positions among the Funds and any such Co-Investment Entities. As noted in Item 11.C above, the Co-Investment Entities may have different or additional terms than those of Funds (or Fund investors), including different fees, information rights and liquidity rights, or the right to wind down and terminate governing agreements for Co-Investment Entities without cause. Additional information obtained pursuant to an information right may affect an investor’s decision to invest additional capital in, to remain invested in, to withdraw from a Co-Investment Entity or to terminate the governing agreements of a CoInvestment Entity. Any such withdrawals or terminations could cause any such Co-Investment Entity to liquidate its positions ahead of other clients, which could operate to the detriment of such other clients (including in certain material respects).

We have caused, and expect in the future to cause, one or more clients to invest in different parts of the capital structure of an issuer than other clients which could give rise to potential conflicts of interest. For example, the Funds may own an equity investment in an issuer while a Co-Investment Entity owns a debt investment in the same issuer. If a Co-Investment Entity made a debt investment in an issuer in which the Funds held an equity investment, we could be required to take actions for the Co-Investment Entity that are adverse to the interests of the Funds, or vice versa (for instance, if the applicable portfolio company underwent a reorganization or other major corporate event, conflicts could arise between the interests of debt holders and equity holders, and, accordingly, between the interests of the Fund and such Co-Investment Entity). Likewise, we may cause the Funds and Co-Investment Entities to invest in different debt instruments or series of preferred equity of a company, giving rise to conflicts concerning their respective entitlements or priority in a bankruptcy proceeding or other transaction.

Portfolio transactions for each client will be allocated to brokers and dealers on the basis of numerous factors; such allocations will not necessarily correlate to lowest available pricing. Brokers and dealers may provide other services that are beneficial to us and/or certain clients, but not beneficial to all clients. Subject to the Investment Adviser’s duty to seek best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, we will consider factors that we deem appropriate under the circumstances, which may include: •

the ability of the brokers and dealers to effect the transaction;

•

the brokers’ or dealers’ facilities, reliability and financial responsibility;

•

the quality of research provided by the brokers; and

•

the provision by the brokers of capital introduction, talent introduction, marketing assistance, consulting with respect to technology, operations and equipment, commitment of capital, access to company management and access to deal flow.

Accordingly, the commission rates (or dealer markups and markdowns) charged to clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. We need not solicit competitive bids and do not have an obligation to seek the lowest available commission cost or spread. Generally, neither we nor our clients separately compensate any broker or dealer for any of these other services. While it is generally expected that our personnel will perform most of our clients’ trading functions, we currently outsource, and expect to continue to outsource, certain of our clients’ trading functions to Outsourced Traders and this arrangement may involve substantial risks and conflicts of interest. For example, the salaries and other operating and overhead expenses attributable to traders that are employees of the Investment Adviser will be borne by the Investment Adviser, while any commissions or any other compensation of any Outsourced Traders will be borne by clients. Accordingly, we have an incentive to delegate certain trading activity to Outsourced Traders to the extent such delegation would reduce the operating and overhead that we would otherwise have to bear on account of traders that are our employees.

Additionally, the use of Outsourced Traders may make it more difficult for us to manage conflicts of interest and carry out and implement policies, including those described herein and in relevant client governing documents with respect to allocations of trades and investment opportunities, order aggregation and average pricing, cross trades, principal transactions and trade errors. The Investment Adviser may receive consulting assistance services from its prime brokers, including consulting assistance with facilities management technology, design and build, real estate, and third-party service providers, which services will be provided in complement to, and not in place of, the Investment Adviser’s independent professional advisors and service providers. The benefits provided to the Investment Adviser by receipt of such consulting assistance services may assist the Investment Adviser, either directly or indirectly, in the provision of efficient investment management services to certain clients, but not necessarily to each client in particular. We maintain policies and procedures to review the quality of executions, including periodic reviews by our investment professionals. 1. Research and Other Soft Dollar Benefits We pay commissions (or markups or markdowns with respect to certain types of riskless principal transactions) to a broker-dealer for effecting client transactions in excess of that which another brokerdealer might have charged for effecting the same transaction in recognition of the value of the brokerage and research services provided by a particular broker-dealer. We will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended, and subject to prevailing guidance provided by the SEC regarding Section 28(e). We believe that it is important to our investment decisionmaking processes to have access to independent research. We use research products or services obtained with “soft dollars” generated by one or more clients to service one or more other clients, including clients that may not have paid for the soft dollar benefits. We do not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to us (i.e., a “mixed use” item), we will make a good faith allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of our allocation of the costs of such benefits and services between those that primarily benefit us and those that primarily benefit our clients. When we use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, we receive a benefit because we do not have to produce or pay for such products or services. While we are obligated to seek best execution for each client, the fact that we can obtain or receive such products or services creates an incentive for us to select or recommend a broker-dealer based on our interests, including where we decide not to engage another broker-dealer that offers business terms that are also favorable to one or more clients’ interests.

At least annually, we consider the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are useful and/or relied upon, and attempt to allocate a portion of the brokerage business of our clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will we make binding commitments as to the level of brokerage commissions that we will allocate to a broker-dealer, nor will we commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. 2. Brokerage for Client Referrals Neither we nor any related person receives client referrals from any broker-dealer or third party. However, from time to time, brokers (including our Funds’ prime brokers) provide certain assistance to the Funds in raising capital from investors. Certain brokers provide capital introduction and marketing assistance services, and our representatives may speak at conferences and programs sponsored by such brokers for investors interested in investing in private investment funds. Through such events, prospective investors in a Fund may encounter our representatives. Although neither we nor our clients compensate brokers for such assistance, events or services, or for any investments ultimately made by prospective investors attending such events, such activities may influence us in deciding whether to use such broker in connection with brokerage, financing and other activities for a client. Subject to our obligation to seek best execution, we may consider referrals of investors to a Fund in determining our selection of brokers. However, we will not commit to an investor or a broker to allocate a particular amount of brokerage in any such situation. 3. Directed Brokerage We do not recommend, request or require that a client direct us to execute transactions through a specified broker-dealer. 4. Trade Errors The Investment Adviser’s traders may on occasion experience errors with respect to trades made on behalf of the Fund (each such error, a “Trade Error”). Trade Errors may include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of Securities the Investment Adviser intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; and (iv) the purchase or sale of the wrong security. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or which are otherwise caused by human error other than those specifically described in the trade error policy contained in the Investment Adviser’s compliance manual, are not considered Trade Errors. Errors that do not result in transactions in an investor’s account (such as transactions that result in loss of an investment opportunity) will not be viewed as Trade Errors. Trade Errors may result in losses or gains. The Investment Adviser will endeavor to detect Trade Errors prior to settlement and correct them in an expeditious manner.

Pursuant to the exculpation and indemnification provided by clients to the Investment Adviser and its affiliates and personnel (which, for the avoidance of doubt, does not include any Outsourced Traders, although any Outsourced Traders may be entitled to comparable exculpation and indemnification agreements pursuant to other agreements), the Investment Adviser and its affiliates and personnel will generally not be liable to clients for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and clients will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to clients absent bad faith, gross negligence, willful misconduct or actual fraud of such person. Furthermore, clients will generally also be required to indemnify the Investment Adviser and its affiliates and personnel from and against any and all losses suffered or sustained by the Investment Adviser and its affiliates and personnel by reason of any acts, omissions or alleged acts or omissions of any broker or agent (including any Outsourced Traders) of clients; provided, however, that such broker or agent was not selected, engaged or retained by the Investment Adviser and its affiliates and personnel directly or on behalf of clients, as applicable, in violation of the standard of care set forth above. As a result of these provisions, clients (and not the Investment Adviser) will benefit from any gains resulting from Trade Errors and will be responsible for any losses (including additional trading costs) resulting from Trade Errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. The Investment Adviser will reimburse the Fund for losses for which the Investment Adviser is responsible under the exculpation provisions. Given the potentially large volume of transactions executed by the Investment Adviser on behalf of its clients, investors should assume that Trade Errors will occur and that, to the extent permitted by applicable law, clients will be responsible for any resulting losses, even if such losses result from the negligence (but not gross negligence) of the Investment Adviser’s personnel. The Investment Adviser has a conflict of interest when determining whether losses resulting from a trading error will be borne by a client because otherwise the Investment Adviser would generally be required to reimburse such losses. From time to time, the Investment Adviser or its affiliates may elect to voluntarily reimburse a client for losses suffered as a result of certain trade errors identified by the Investment Adviser or its affiliates or otherwise. However, notwithstanding the previous sentence, clients and investors in Funds or Co-Investment Entities should not carry the expectation that a reimbursement will ever take place, and, in evaluating an investment decision, no decisions should be made in reliance on the Investment Adviser making any reimbursements to clients for losses suffered as a result of such trade errors. Any decision to reimburse is not precedential and should not create the expectation of any reimbursement in the future.

B. Order Aggregation If we determine that the purchase or sale of a security is appropriate with regard to multiple clients, we may, but are not obligated to, purchase or sell such a security on behalf of such clients with an aggregated order, for the purpose of reducing transaction costs, to the extent permitted by applicable law. The aggregation of orders as described herein generally occurs with respect to purchases or sales of securities that do not meet the definition of a private investment. When an aggregated order is filled through multiple trades at different prices on the same day, each participating client will receive the average price, with transaction costs generally allocated pro rata based on the size of each client’s participation in the order (or allocation in the event of a partial fill) as determined by us. In the event of a partial fill, to the extent that we determine that allocations should be modified, such modifications will be performed on a basis that we deem to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker

or counterparty selected by us. As a result, certain trades in the same security for one client (including a client in which we and our personnel may have a direct or indirect interest) may receive more or less favorable prices or terms than another client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved.

We are not required, however, to comply (or we are deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because we comply with the provisions of the so-called “Pooled Vehicle Annual Audit Exception”, which, among other things, requires that each Fund i) be subject to an audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and ii) distribute its audited financial statements to all investors within 120 days of the end of its fiscal year. We also have custody with respect to the funds and securities of the Co-Investment Entities established and operated by us, however we do not have custody with respect to the funds and securities of Co-Investment Entities established and operated by third parties to which we provide “investment consulting” services.

In limited circumstances, we may refrain from voting Proxies where we believe that voting would be inappropriate, taking into consideration the cost of voting the Proxies and the anticipated benefit to our clients. Generally, clients may not direct our vote in a particular solicitation. We use independent Proxy voting services to provide Proxy analysis, voting recommendations and voting services. We review these recommendations and determine how to vote in accordance with our Proxy policies and procedures. We perform periodic due diligence on the independent Proxy voting services. From time to time, conflicts of interest arise between the interests of our clients and us or our affiliates. If we determine that we have a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Investors may review a copy of our Proxy voting policies and our Proxy voting record upon request.