Exos Asset Management LLC: investment adviser

As of July 29, 2026, the Firm serves as adviser to: (1) one or more private funds (“Private Funds”), that, among other investment strategies, invest in (a) Special Purpose Acquisition Companies (SPACs) and their related derivatives, and (b) a single underlying asset in the medical devices sector; and (2) certain clients who have separately managed accounts (“SMAs”) that invest in various investment strategies, including digital assets (each of the Private Funds and SMAs, a “Client,” and together the “Clients”). B. Types of Advisory Services The Firm offers discretionary investment management and advisory services, and non-discretionary investment advisory services. We provide investment management and advisory services on specific types of investments and our advice is limited to those types of investments. The Firm’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of Clients, managing and monitoring the performance of such investments and disposing of such investments. The Firm may, in the future, provide additional types of investment advisory and/or asset management services, or may provide services to additional types of Clients. There can be no assurance that the investment objectives of any Client will be achieved. The Firm provides investment advisory services to each Client in accordance with the limited partnership agreement, limited liability

company agreement, or analogous corporation or other organizational document, of such Client, investment management, investment advisory, or portfolio management agreements, side letters, registration statements, and/or sub-advisory agreements entered into with Clients or their investors (each, a “Governing Document”). Services are provided to the Clients in accordance with the Governing Documents. Investment restrictions for the Clients, if any, are generally established in the Governing Documents. The Firm is making a material change to its business mix by planning to advise one or more investment companies that are regulated under the Investment Company Act of 1940 and will elect to be treated as “business development companies” (“BDCs”) thereunder. These BDC Clients plan to pursue a two-stage investment strategy consisting of: (i) an initial investment objective focused primarily on generating current income and secondarily on capital appreciation (the “Initial Objective”); and (ii) a subsequent investment objective focused primarily on capital appreciation and secondarily on generating current income (the “Capital Appreciation Objective”). During the Initial Objective phase, each BDC Client intends to provide financing to privately owned “eligible portfolio companies,” as defined under the Investment Company Act. While pursuing the Initial Objective, the Firm expects to invest the assets of the applicable BDC Client primarily in short-term, investment-grade debt securities issued by eligible portfolio companies. The Firm may also, under certain circumstances and to the extent permitted under the Investment Company Act and applicable regulations governing BDCs, invest in other debt instruments, equity securities, or other securities. Upon transitioning to the Capital Appreciation Objective, each BDC Client is expected to pursue a more concentrated investment strategy designed to maximize long-term capital appreciation. In this phase, each BDC Client may invest a substantial portion, and potentially all, of its assets in the equity and/or debt securities of one or more privately owned eligible portfolio companies. We expect the first of these BDCs to launch within the period permitted under the 120-day Rule. C. Customization of Advisory Services

With respect to the Private Funds we advise, investment advice is generally provided directly to the Funds and not individually to the investors in such Funds. With respect to SMAs we advise or sub-advise, investment advice is provided directly to the single investor or investment adviser that owns, or advises on, the assets in the SMA. For each of the Clients we advise or sub-advise, the terms of the investment advisory services to be provided, including any restrictions on investments in certain types of securities, are established by the Firm, its affiliates, and any unaffiliated investment manager, as applicable, as modified by negotiations with investors in the applicable Private Fund and the SMA, and are set forth in such Client’s Governing Documents and other documentation received by such Client prior to investment. D. Wrap Fee Programs The Firm does not participate in wrap fee programs. E. Assets Under Management As of the start of business day on July 29, 2026 the Firm had $682,181 of assets under management, all of which were under discretionary management.

fees for certain Clients based on these or other relevant factors. Compensation to the Firm for investment advisory services takes the form of management or advisory fees, and/or with respect to certain Clients, a performance fee or performance allocation to the general partner or managing member, as applicable, each as set forth in the Client’s applicable Governing Document. The fees described in this section are strictly for investment advisory services and do not include other fees, such as certain brokerage and custody fees or fees charged by other service providers retained by the Client’s accounts. See below for information about brokerage and other fees. B. Payment of Fees As compensation for investment advisory services rendered to Clients, the Firm receives a management or advisory fee (each, an “Advisory Fee”) typically calculated based on net asset value or assets under management, as applicable. The Advisory Fee structures described herein may be modified from time to time. Advisory Fees may differ from one Client to another, as well as among investors in the same Private Fund. Investors in each Private Fund may pay differing amounts of Advisory Fees based upon factors established by the Firm or a Private Fund’s general partner or managing member, as applicable, from time to time, and reduced fee levels may be available to certain investors (which may include principals, strategic partners and employees of the Firm and their family members and related vehicles) based upon those factors (and such factors may include, for example, whether such investors have subscribed prior to others or the aggregate amount of such investors’ subscriptions). Upon termination of an advisory agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis, unless otherwise stated in the relevant Governing Documents. The precise amount of, and the manner and calculation of, the Advisory Fees for each Client are established by the Firm, its affiliates, or an unaffiliated investment manager and are set forth in the Governing Documents. For Private Funds, such Advisory Fees may be modified by

negotiations with the Private Fund investor. The following is a summary of the fee arrangements and termination provisions applicable to the Firm’s Clients: Private Funds With respect to certain Private Funds for which the Firm serves as investment adviser, the Firm charges no management fee and receives an incentive distribution, or “carried interest,” based on the total net profits. The incentive distribution is payable to the general partner or managing member subject to the terms of the applicable Governing Documents, and, generally, is equal to a percentage of the net profits. Any incentive distribution is allocated to the capital account of the Firm on a periodic basis, subject to a loss carryforward provision, or payable at the time the relevant Private Fund makes a distribution to the investors by deducting such amount from the distribution. With respect to certain other Private Funds, including the fund that has invested in a single asset related to the medical device sector, the compensation paid to the Firm is a one-time, nonrefundable fixed investment management fee, paid at the time of investment, which provides compensation for investment management services for the lifetime of the Fund. SMAs The compensation paid to the Firm for each SMA is set forth in the Governing Documents applicable to such SMA, which is generally an Investment Management Agreement. The Firm generally charges each SMA an annual management fee that is calculated based on the average value of each SMA’s gross assets, and/or a performance fee that is calculated based on the performance of the SMA. C. Additional Expenses The Firm receives different fees for different services, as described above. The applicable management and incentive or performance fees the Firm receives are separate and distinct from fees and expenses that may be

charged to the Clients. A description of these fees and expenses is available in the relevant Client’s Governing Documents and/or advisory agreements. The fees paid by a Client advised by us may include, but are not limited to the following: ●​ From unaffiliated broker-dealers, brokerage commissions, markups and markdowns ●​ Transaction fees ●​ Exchange fees ●​ SEC filing fees ●​ Legal, accounting, auditing and other professional services ●​ Insurance, if any, including, without limitation, Directors & Officers insurance, key man and other insurance policies specifically related to the services provided by the Firm to the Client ●​ Administrator and custodial fees ●​ Transfer taxes ●​ Wire transfer and electronic fund processing fees Certain employees of the Firm may receive compensation based on the sale of securities or other investment products. Such compensation arrangements may create conflicts of interest between the Firm, its supervised persons, and investors. Investors should review the applicable Governing Documents to fully understand the total amount of fees incurred and refer to the "Conflicts of Interest" in Item 11 below for additional information regarding these conflicts.

Receiving performance-based compensation from the Private Funds and SMAs could create a conflict of interest in that it may create an incentive for the Firm to effectuate larger and more risky transactions than would be the case in the absence of such form of compensation. Furthermore, certain investments of the Clients may overlap. As described in Item 12 below, the Firm will endeavor to allocate investment opportunities fairly and equitably among Clients, consistent with their investment objectives. The Firm and its supervised persons may also have conflicts allocating their time and activity among Clients and their other activities. Clients should review the “Conflicts of Interest” in Item 11 below for additional information about how the Firm addresses such conflicts.

SPAC Private Funds Each Private Fund that employs a special purpose acquisition company (“SPAC”) investment strategy uses proprietary algorithms to identify and invest in a portfolio of SPACs and related derivatives. To achieve their investment objective, the funds will generally invest in SPAC units, common stock, warrants, and rights in both the primary and secondary markets. The Firm uses its experience, technology, and proprietary algorithms to generate risk-adjusted returns across the portfolio of each applicable Client. ii. Private Fund with Single Asset Investment The Private Fund with a Single Asset Investment was formed for the sole purpose of seeking capital appreciation and investment income by making an investment in the unregistered common membership units of a limited liability company in the medical devices sector. Because it was a single investment that was known to the investor at the time of the investment, the units acquired constitute the only investment of the Fund. iii. SMAs For each SMA we advise, we make our investment strategies available to the Clients we advise upon request. For certain SMAs, the relevant Governing Documents describe in more detail the specific investment strategies and guidelines for, and risks associated with, such SMAs.

Investing in a Private Fund or an SMA involves substantial risk of loss. An investor may lose all or a substantial portion of the value of their investments and must be prepared to bear the risk of a complete loss of their investments. Prospective investors should carefully evaluate the relevant risks described below before making an investment in a Private Fund or SMA. B. Risks Related To Our Advisory Services Set forth below is a summary description of principal risk factors for the Clients that the Firm provides advisory services to. Unless otherwise specified, these risk factors apply to investments across a variety of asset classes. If you are an investor in a Private Fund, such Client’s Governing Documents contain a more complete description of the risk factors to which the specific Fund is subject and the discussion below is qualified by reference to the relevant Governing Documents. Prospective investors should consider an investment in the Private Funds to be speculative, as such investment is not intended to be a complete investment program. The following does not purport to be a summary of all the risks associated with an investment. Rather, the following describes certain specific risks to which the Clients (and, therefore, their investors) are subject. Potential investors should carefully consider these risks and consult with their professional advisors, as they deem necessary. General Risk Disclosure The Firm’s investment programs may entail substantial risks and there can be no assurance that the investment objectives will be achieved. An investment in the Private Funds and SMAs could lose money over short or long periods of time. A Private Fund’s share or unit price and total return, and the value of an SMA portfolio, can fluctuate within a wide range. The practices of trading warrants, use of leverage (when applicable) and other investment techniques employed by the Firm can, in certain circumstances, magnify the adverse impact to which the investment portfolio may be subject. Moreover, an investment portfolio may be concentrated and its

returns may vary substantially from period to period. An investment in any Private Fund or SMA is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Risks relating to Common Stock Investments The fundamental risk of investing in common stock, including any common stock issued in a SPAC initial public offering, is the risk that the value of the stock might decrease. Stock values fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. The market value of all securities, including common stock, is based upon the market’s perception of value and not necessarily the book value of an issuer or other objective measures of a company’s worth. There is inherent interest rate risk in common stock securities as well. Interest rates in the United States over the past few years have gone from historic lows to among the highest rates seen in decades. Should rates continue to fluctuate, especially in a manner not contemplated by the equity markets, there may be an adverse impact to the value of a Private Fund’s investments. Risks relating to the Single Asset Private Fund An investment in Exos Private Opportunities I LLC (the “Single Asset Fund”) involves a number of substantial potential risks and investment considerations. These include, without limitation, potential risks relating to the underlying intellectual property company (the “Portfolio Company”) in which the Single Asset Fund invests, the creditworthiness and performance of the company (the “Operating Company”) which manufactures and sells the relevant products and which has a royalty agreement (the “IP Agreement”) with the Portfolio Company, termination of the IP Agreement, conflicts of interests between the Portfolio Company and the Operating Company, certain risks specific to the structure of the Single Asset Fund’s investment in the Portfolio Company, dilution from future financings, limited track record and history of the Operating Company and the Portfolio Company, commercial risks relating to ability of the Operating Company to

successfully execute its strategy, key person risks, changes in relevant laws and regulations, reputational risks, product quality risks, validity and enforceability of intellectual property and contractual rights of the Portfolio Company, supplier and customer risks, financial, macroeconomic, geopolitical and public health risks, leverage risks, litigation risks, general fund risks, and tax risks, among other risks. A more comprehensive description of the foregoing risks, and other risks and investment considerations, is set forth in the Private Placement Memorandum provided to investors prior to their investment in the Single Asset Fund. Risks relating to Investments in Small Companies Certain Private Funds and SMAs generally invest their assets in small and/or unseasoned companies. While smaller companies generally have potential for rapid growth, they often involve higher risks because they may lack the management experience, financial resources, product diversification, and the competitive strength of larger companies. In addition, in many instances, the frequency and volume of their trading may be substantially less than is typical of larger companies. As a result, the securities of smaller companies may be subject to wider price fluctuations. When making large sales, the Private Funds or SMAs may have to sell portfolio holdings at discounts from quoted prices or may have to make a series of small sales over an extended period of time due to the trading volume of smaller company securities. Risks relating to Digital Asset Investments Digital assets such as Bitcoin are subject to a number of factors relating to the capabilities and development of blockchain technologies, such as the infancy of their development, their dependence on the internet and other technologies, their dependence on the role played by miners and developers and increased susceptibility to malicious activity. Additionally, the use of digital wallets, including cold storage of digital wallets, contain inherent risks. Digital asset networks and the software used to operate them are in the early stages of development. Digital assets have experienced, and we expect will experience in the future, fluctuations in

value. Given the infancy of the development of digital asset networks, parties may be unwilling to transact in digital assets, which would dampen the growth, if any, of digital asset networks. Digital assets have only recently become selectively accepted as a means of payment by retail and commercial outlets and use of digital assets by consumers to pay such retail and commercial outlets remains limited. Banks and other established financial institutions may refuse to process funds for digital asset transactions; process wire transfers to or from digital asset exchanges, digital asset-related companies or service providers; or maintain accounts for persons or entities transacting in Bitcoin. As a result, the prices of digital assets are largely determined by speculators and miners, thus contributing to price volatility that makes retailers less likely to accept it as a form of payment. Cryptocurrencies and other digital assets are loosely regulated and there is no central marketplace for currency exchange. However, such digital assets may become subject to increasing regulation as their adoption by the market becomes more widespread. Supply is determined by cryptography, not a central bank, and prices have been extremely volatile. Digital asset exchanges have been closed due to fraud, failure or security breaches. Any Private Fund assets that reside on an exchange that shuts down may be lost. A detailed list of risks associated with digital assets are found in the relevant Fund’s offering documents. Digital Asset Exchange Risks Digital asset exchanges, including those on which Bitcoin is traded, are relatively new, and in many instances, not subject to regulation or the same level of regulation as other regulated trading platforms, such as national securities exchanges or designated contract markets. Furthermore, while many prominent digital asset exchanges provide the public with significant information regarding their ownership structure, management teams, corporate practices, cybersecurity and regulatory compliance, many digital asset exchanges do not provide this information. In many instances, digital asset exchanges located outside of the United States are subject to considerably less stringent regulatory and compliance requirements than

those located in the United States. As a result, certain activities that would otherwise be prohibited or disclosed in other markets may go unnoticed or unaddressed with respect to digital asset exchanges and the marketplace may lose confidence in them. Additionally, throughout the history of digital assets, several digital asset exchanges have been closed due to fraud and manipulative activity, business failure or security breaches. The high-profile bankruptcy of FTX, which was brought about largely by FTX’s lending out of customer deposits to cover losses of an affiliated trading firm, led to liquidity issues for a number of major market participants such as Gemini and BlockFi, and losses to customers, investors and industry peers. In many of these instances, the customers of such digital asset exchanges were not compensated or made whole for the partial or complete loss of their account balances in such digital asset exchanges. Further, the FTX bankruptcy and the contagion around it has made it possible that digital asset exchanges will be targets of regulatory enforcement actions. Digital asset exchanges are likely to pose other risks to market participants regardless of their size and trading volume. While smaller digital asset exchanges are less likely to have the infrastructure and capitalization that make larger digital asset exchanges more stable, larger digital asset exchanges are more likely to be appealing targets for hackers and malware. Furthermore, a third-party custodian holds our Client’s Bitcoin outside of a digital asset exchange except when trading (as described above). While we do not have access to private keys or the ability to access the Client’s Bitcoin at any time, it is possible that the third-party custodian, as a result of fraud and manipulative activity, business failure, security breaches or some other reason, may be unable or unwilling to grant the withdrawal of Bitcoin. This inability to withdraw may put our Client at risk of partial or total loss of Bitcoin. Negative perception, a lack of stability in the digital asset markets and the closure or temporary shutdown of digital asset exchanges due to fraud, failure or security breaches may reduce confidence in the Bitcoin Network and result in greater volatility in the prices of Bitcoin.

Risks relating to Funds’ Investment Activities The performance of any investment is subject to numerous factors which are neither within the control of nor predictable by the Firm. These factors include a wide range of economic, political, competitive, and other conditions (including acts of war or terrorism) which may affect investments. In recent years, the securities markets have become increasingly volatile, which may adversely affect the ability of the Private Funds to realize profits. As a result of the nature of a Fund’s investing activities, it is possible that a particular Private Fund’s financial performance may fluctuate substantially from period to period. Risk of Default or Bankruptcy of Third Parties The Firm may engage in transactions on behalf of its Clients in securities and financial instruments that involve counterparties and other third parties. Under certain conditions, the Clients could suffer losses if a counterparty to a transaction were to default or if the market for certain securities and/or financial instruments were to become illiquid. In addition, the Clients could suffer losses if there were a default or bankruptcy by certain other third parties, including brokerage firms, banks and other parties with which the Firm does business, or to which securities have been entrusted for custodial purposes. Risks relating to Concentration of Investments Although the investment strategy employed for a Client contains certain limitations on portfolio allocations, events may occur which result in the investment portfolio for such Client being concentrated among a small number of positions. For instance, the allocation of a large portion of a Client’s capital to one or a small number of investments could increase the risk of investing in the Private Fund or the SMA because of the lack of diversification in its portfolio. The concentration of a Client’s portfolio in one or a limited number of issuers, industries or strategies will subject the

Private Funds or the SMA to a greater degree of risk with respect to the failure of one or a few issuers or with respect to economic downturns in relation to such industry. Risks relating to Illiquid Investments Investments held for a Client may be or become illiquid, which may affect the ability to exit such investments. Such illiquidity may result from various factors, such as the nature of the instrument being traded, or the nature and/or maturity of the market in which it is being traded, the size of the position being traded, or because there is no established market for the relevant securities. Even where there is an established market, the price and/or liquidity of instruments in that market may be materially impacted by certain factors. Securities and commodity exchanges typically have the right to suspend or limit trading in any instrument traded on that exchange. It is also possible that a governmental authority may suspend or restrict trading on an exchange or in particular securities or other instruments traded. A suspension could render it difficult to liquidate positions and thereby might expose a Client to losses. Past Performance Past performance by the Private Funds, the SMAs, the Firm and their respective officers, directors, partners, employees, agents and affiliates, whether in their individual or collective capacities, provides no assurance of future results. There can be no guarantee that the Private Funds or SMAs will achieve their investment objective or that they will have access to potential portfolio investments. Risks relating to General Economic and Market Conditions The success of the investments made for a Client may be adversely affected by global, national, and local economic and market conditions. Market risk is risk associated with changes in, among other things, market prices of securities or commodities or foreign exchange or interest rates and there are certain general market conditions in which any investment

strategy is unlikely to be profitable. From time to time, multiple markets could move together against a Client’s investments, which could result in significant losses. Such movement could have a material adverse effect on the performance of such Client. The Firm has no ability to control such market conditions. General economic and market conditions, such as currency and interest rate fluctuations, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international conflicts or political circumstances, as well as natural disasters, may affect the price level, volatility and liquidity of securities. Economic and market conditions of this nature could result in significant losses for the Client, which would have a material adverse effect on the performance of the Client. The respiratory illness COVID-19, which emerged in early 2020, resulted in a pandemic and major disruption to economies and markets around the world, including the United States. Financial markets experienced extreme volatility and severe losses, and trading in many instruments had been disrupted. Some sectors of the economy and individual issuers experienced particularly large losses. Liquidity for many instruments was reduced for periods of time. It is unknown whether there may be a resurgence of the pandemic or one of its many variants, or the occurrence of a different pandemic having similar, or more severe consequences than those of the COVID-19 pandemic. The impact of these events and other epidemics or pandemics in the future could adversely affect investment performance. Significant uncertainty exists surrounding a number of geopolitical situations, including Ukraine and the Middle East, the ultimate outcome of which could adversely affect investment performance. Risks relating to Competition for Investments The business of identifying and structuring investments contemplated by the Private Funds and SMAs is competitive and involves a high degree of uncertainty. The Private Funds or SMAs may encounter intense competition from other investment funds and strategic investors having investment

objectives similar to that of our Clients. In particular, we expect to compete for investment opportunities with other investment funds, pension plans, and high net-worth individuals. Particularly in light of the competitive landscape, there can be no assurance that the Private Funds or SMAs will succeed in finding and completing investments on similar or favorable terms. Risks relating to Reliance on the General Partner, Managing Member, Investment Manager and Firm and their Principals A Private Fund’s or SMA’s success depends on the ability of its general partner or managing member, as applicable, an unaffiliated investment manager, where applicable, and the Firm and each of their respective principals, as applicable, to identify and invest in promising portfolio investments. Investors have no right or power to take part in the management of the Private Funds or SMAs. A Private Fund or SMA’s investment performance could be materially adversely affected if any principal of the Private Fund’s general partner or managing member, the investment manager or the Firm, as applicable, were to die, become ill or disabled, or otherwise cease to be actively involved in the management of such Private Fund’s or SMA’s portfolio. Custody and Prime Brokerage Risk There are risks involved in dealing with the custodians or prime brokers who settle trades for our Clients (the “Prime Brokers”). Although Clients’ general partner or managing member, as applicable, the investment manager and/or the Firm, on behalf of the Client, may select and monitor the Prime Brokers, and may believe that they are appropriate custodians, there is no guarantee that the Prime Brokers or any other custodians will not become bankrupt or insolvent. While both the U.S. Bankruptcy Code and the Securities Investor Protection Act of 1970 seek to protect customer property in the event of a bankruptcy, insolvency, failure, or liquidation of a broker-dealer, it is likely that, in the event of a failure of a broker-dealer that has custody of the assets of the Clients, the Clients would incur losses due to their assets being unavailable for a period of time, the ultimate

receipt of less than full recovery of their assets, or both. Risks relating to Lack of Liquidity of Fund or SMA Assets, Valuation The portfolios of the Private Funds or SMAs may, at any given time, include securities and other financial instruments that are thinly traded or for which no market exists and/or which are restricted as to their transferability under applicable securities laws. The sale of any such investments may be possible only at substantial discounts, and it may be extremely difficult to value accurately any such investments. The Firm has adopted valuation policies, which may change from time to time, for valuing the investments held by the Private Funds and SMAs. Risks relating to Proprietary Investment Strategies The Firm uses a proprietary investment strategy that is based on considerations and factors that are not fully disclosed. This investment strategy differs, and may involve greater risk, from those typically employed by traditional managers of portfolios of stocks and bonds. This strategy may involve risks that are not anticipated by the Clients or the Firm. Risks relating to Lack of Diversification Our Clients’ portfolios are not generally as diversified as other investment vehicles. Accordingly, their investments may be subject to more rapid change in value than would be the case if the Clients were required to maintain a wide diversification among types of securities, geographical areas, issuers and industries. Risks relating to Limited Withdrawal and Transfer Rights A limited partner or member in certain Private Funds advised or sub-advised by us generally will be permitted to withdraw all or any portion of its capital account attributable to a particular capital contribution at the times and subject to the conditions set forth in the applicable Fund’s Governing Documents. For some Private Funds, withdrawals can only be

effected on a monthly or quarterly basis, subject to a withdrawal fee for withdrawals effected within a year of the date the related capital contribution was made. For other Private Funds, withdrawals are subject to a lock-up period during which no withdrawals are permitted or are prohibited except in limited circumstances or for limited amounts in accordance with the terms of the relevant Governing Documents. Limited partners or members may only transfer their interests in such Private Funds with the written consent of the Private Fund’s general partner or managing member, as applicable. Accordingly, only investors willing to give up some access and control over their funds should acquire limited partnership interests in such Private Funds. Risks relating to Incentive Allocations and Distributions The allocation of a percentage of the advised Private Funds’ or SMA’s net profits to the investment manager and the Firm, and to the general partner of the certain other Private Funds, may create an incentive for the investment manager, the Firm and/or the Fund’s general partner or managing member, as applicable, to cause such Private Funds or SMAs to make investments that are riskier or more speculative than would be the case if this allocation were not made. Since the allocation is calculated on a basis that may include the unrealized appreciation of assets, such allocation may be greater than if it were based solely on realized gains. Cyber-Related Risks The Clients and the Firm are subject to risks associated with “cybersecurity” breaches. “Cybersecurity” is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from authorized access or manipulation by other computer users and the efforts to avoid the resulting damage and disruption of hardware and software systems, loss or corruption of data and/or misappropriation of confidential information. Cybersecurity breaches may be the result of intentional actions (such as an attempt by a third party to fraudulently induce employees, customers,

third-party service providers or other users of systems to disclose sensitive information in order to gain access to the Clients’ or the Firm’s data or that of its investors) or unintentional events. Cyber-attacks may cause losses to the Clients or the Firm by interfering with the processing of transactions or impeding, sabotaging or otherwise affecting the information systems upon which the Clients or the Firm relies. A successful penetration or circumvention of the Clients or the Firm’s security systems, or the systems of their service providers, could also result in the loss or theft of an investor’s data or funds, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Any such breach could expose the Clients or the Firm to financial loss (including those associated with the forensic analysis of the origin and scope of the breach and costs of increased and upgraded information technology systems and/or cybersecurity countermeasures), the disruption of their business, liability to third parties, regulatory intervention, unauthorized use of proprietary information, litigation, the dissemination of confidential and proprietary information or reputational damage. It is critical that prospective investors refer to the relevant Fund’s Governing Documents for a complete understanding of related risks. The information contained in this Item 8 is a summary only and is qualified in its entirety by the relevant Fund’s Governing Documents. Tax Risks Each Client is subject to certain tax risks as described in the Governing Documents applicable to it. When evaluating a potential investment in a Fund, please consult your tax advisor before making an investment decision. C. See Section B Risk Disclosures, Above

The Code is distributed to each associate at the time of hire and at least annually thereafter and upon any material changes. It is supplemented with annual training and ongoing monitoring of associate activity. The Code includes the following: ●​ Requirements related to the confidentiality of our client information; ●​ Prohibitions on: ○​ Insider trading (possession of material, non-public information); ○​ The acceptance and giving of gifts and entertainment that exceed our policy standards; ○​ Pre-clearance of outside business activities; ○​ Pre-clearance of political contributions; ○​ Pre-clearance of certain associate and firm transactions; and, ○​ Pre-clearance of personal securities transactions on an ongoing basis (referred to in the Code as “reportable securities”) as mandated by regulation. ●​ Reporting of gifts; ●​ Reporting of business entertainment; ●​ Reporting of personal conflicts of interest; and ●​ At least annually, all Access Persons are required to: (1) certify their understanding of and compliance with the Code and relevant Firm policies and procedures, (2) confirm disclosure of members of their household and any account over which they have a beneficial ownership or investment discretion (they “own” the account or have “authority” over the account), and (3) confirm disclosure of any

personal securities transactions. Conflicts of Interest The Firm and its affiliates, principals, members, and employees (hereinafter referred to as the “Affiliated Parties”) may serve as the investment adviser or the investment manager to other client accounts and conduct investment activities for their own accounts and serve as the sub-adviser to an investment manager. Such other investment manager and its clients may have investment objectives or may implement investment strategies the same or similar to those of the Private Funds and SMAs. The Firm and its Affiliated Parties may also give advice or take action with respect to the other clients that differs from the advice given with respect to the Private Funds and SMAs. As a result of the foregoing, the Affiliated Parties may have conflicts of interest in allocating their time and activities between the Private Funds, SMAs, and the other clients, in allocating investments among the Private Funds, SMAs and the other clients and, subject to applicable law, in effecting transactions between the Private Funds, SMAs and the other clients, including ones in which the Affiliated Parties may have a greater financial interest. The Firm has adopted an investment allocation policy, which may change from time to time in the sole discretion of the Firm, to address such matters. The Firm uses its best efforts in connection with the purposes and objectives of the Clients, as applicable, and will devote so much of their time and effort to the affairs of the Clients as may, in its judgment, be necessary to accomplish the purposes of such Clients. The Governing Documents of the Clients specifically provide that the Affiliated Parties may conduct any other business, including any business within the securities industry, whether or not such business is in competition with a Private Fund or SMA. Without limiting the generality of the foregoing, the Affiliated Parties may act as the investment adviser or investment manager for others, may

manage funds or capital for others, may have, make, and maintain investments in their own name or through other entities, and may serve as officers, directors, consultants, partners or stockholders of one or more investment funds, partnerships, securities firms or advisory firms. Compensation‑related conflicts of interest may also arise between the Firm, its supervised persons, and investors. As noted in Item 13, the Firm has an Investment Committee that meets no less than once a quarter. In connection with its oversight responsibilities, the Committee reviews the Firm’s fee arrangements and related compensation practices, the investment performance and stated objectives of Clients’ portfolios, and the Firm’s disclosures of material conflicts in Governing Documents, subscription materials, Form CRS, and other Client disclosures. These reviews are intended to help ensure that the Firm and its supervised persons continue to meet their fiduciary obligations to Clients. These conflicts are managed by enforcing the Firm’s Code, which contains strict pre-clearance and reporting guidelines for all Access Persons. The Firm reviews personal trading activities of its Access Persons for compliance with the Code.

would be the case in the absence of such form of compensation. Refer to "Conflicts of Interest" in Item 11 for additional information regarding how the Firm addresses such conflicts. To ensure that it treats all Clients fairly and equitably, it is the Firm’s policy that when it has determined that it is appropriate, based upon each Client’s trading strategy, investment/risk parameters, assets under management, liquidity and portfolio exposure, to purchase or sell the same security for more than one of its Clients it may, but shall be under no obligation to (1) aggregate, to the extent permitted by applicable law and regulations, the securities to be purchased or sold in order to seek more favorable access to underlying securities or more favorable prices; and (2) generally allocate the purchase or sale of such security among the Clients based upon the relative asset size and available liquidity of the Clients participating in the purchase or sale in question on that date. Considerations for allocation include: the Client’s investment objective and strategies; the Client’s risk profile; any restrictions placed on the Client’s portfolio by the Client or by virtue of federal or state law; size of the Client’s account; amount of available capacity; supply or demand for a security at a given price level; current market conditions; timing of the Client’s cash flows and account liquidity; and any other information determined to be relevant to the fair allocation of securities. This is only a summary of the Firm’s investment allocation policy, which may change from time to time in the sole discretion of the Firm, to address such matters.

The Committee reviews, among other things, the holdings and investment performance of the Private Funds and the SMAs for which the Firm serves as an investment adviser, and whether such Private Funds and SMAs continue to meet their stated investment objectives. The Firm’s Investment Committee consists of the Head of Asset Management, Portfolio Manager(s), Chief Financial Officer, and Chief Executive Officer. Investors in such Private Funds and SMAs generally receive periodic account statements from the applicable administrator on a monthly, quarterly, or annual basis. Investors in the Private Funds will receive annual audited financial statements from the respective general partner or managing member, unless the Firm has arranged for a surprise audit to be conducted in accordance with the requirements of the Custody Rule (as defined in Item 15 below) under the Advisers Act.

Although the Firm or its affiliates will generally not have physical possession or custody of any Private Fund or SMA under the Custody Rule, an adviser has “constructive” custody if it has the authority to possess client assets by withdrawing funds on a client’s behalf. With respect to certain Private Funds, the Firm or its affiliates, by virtue of acting as the general partner or managing member of the Private Fund, has the authority to withdraw funds or securities from the Private Fund. Accordingly, the Firm is deemed to have “constructive” custody over the assets in certain Private Funds. In order to comply with the Custody Rule, certain Private Funds undergo an annual audit performed by an independent accounting firm registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB). With respect to those Private Funds that undergo an annual audit, the audited financial statements, prepared in accordance with GAAP, are distributed to all investors in each such Private Fund, within 120 days of the end of the Private Fund’s fiscal year.

Prospective investors in the Private Funds must execute a subscription agreement, in which they make various representations, including representations regarding their eligibility and suitability to invest in the Private Fund and agree to grant full authority to effect investment transactions for the Private Fund. From time to time, the general partner or managing member of each Private Fund can enter into a side letter with one or more investors that provide such investors with additional and/or different rights or terms than those set forth in such Private Fund’s offering documents.

The Firm shall monitor corporate actions of individual issuers and investment companies consistent with the Firm’s fiduciary duty to vote proxies in the best interests of its Clients. With respect to individual issuers, the Firm may be solicited to vote on matters including corporate governance, adoption, or amendments to compensation plans (including stock options), and matters involving social issues and corporate responsibility. With respect to investment companies

(e.g., mutual funds), the Firm may be solicited to vote on matters including the approval of advisory contracts, distribution plans, and mergers. The following are examples of mitigating circumstances and/or conflicts of interest: (1) the Firm may have business or personal relationships with participants in proxy contests, corporate directors, or candidates for directorships, etc.; (2) an adviser may have a business relationship not with the company but with a proponent of a proxy proposal that may affect how it casts votes on client securities; and (3) a participant’s senior management’s recommendation, in the opinion of the Firm, may not be in the best interests of the Client. As noted in Item 13, the Firm has an Investment Committee that meets at least once a quarter. As part of its oversight responsibilities, the Committee also reviews the Firm’s proxy voting practices, to help ensure that proxy votes, where applicable, are cast in the best interests of Clients. This review is intended to mitigate the conflicts described above and to confirm that proxy voting decisions are made in accordance with the Firm’s fiduciary obligations and established policies and procedures.