Hill City Capital LP: investment adviser

The Fund General Partner and Hill City Fund Manager are affiliates of Hill City Capital, with the Fund General Partner serving as the general partner of certain of the Funds, and Hill City Fund Manager serving as manager of certain of the Funds (as defined below). Hill City serves as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. Hill City Capital currently manages the following private, pooled investment vehicles on a discretionary basis:

Hill City Capital Offshore Fund Ltd., a Cayman Islands exempted company (the “Offshore Fund”); Hill City Capital Onshore Fund LP, a Delaware limited partnership (the “Onshore Fund” and, together with the Offshore Fund, the “Feeder Funds”); and Hill City Capital Master Fund LP, a Cayman Islands exempted limited partnership (the “Master Fund”).

The general partner of the Onshore Fund and the Master Fund is the Fund General Partner. The Master Fund, the Onshore Fund and the Offshore Fund are herein collectively referred to as the “Hill City Master Funds” unless otherwise described. The Feeder Funds invest substantially all of their assets in the Master Fund. Hill City Capital also manages the following private, pooled investment vehicles on a discretionary basis:

Hill City Fund I LLC (the “Hill City Fund I”), a Delaware limited liability company; Hill City Fund II LLC (the “Hill City Fund II”), a Delaware limited liability company; and Hill City Fund III LLC (the “Hill City Fund III”), a Delaware limited liability company.

The manager of Hill City Fund I, Hill City Fund II and Hill City Fund III is the Hill City Fund Manager. Hill City Fund I, Hill City Fund II and Hill City Fund III are herein collectively referred to as the “Hill City Funds” unless otherwise described. The Hill City Master Funds and Hill City Funds are collectively referred to herein as the “Funds” and each is referred to individually as a

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“Fund.” The Onshore Fund’s “Limited Partners,” the Offshore Fund’s “Shareholders” and the Hill City Funds’ “Stockholders” are hereafter collectively referred to as the “Investors” where appropriate and each is referred to individually as an “Investor”..” Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We do not participate in any Wrap Fee Programs at this time. As of December 31st, 2025, Hill City has $4,864,041,930 in regulatory assets under management, all managed on a discretionary basis. The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, 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 Fund’s investment objectives and guidelines. The investment strategies we pursue are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Fund will be achieved. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in its respective Offering Documents.

With respect to the Hill City Funds, Hill City Capital is paid a Management Fee for management services for each fiscal quarter. The Management Fee will be payable quarterly in advance in an amount ranging from 0.125% to 0.250% (approximately ranging from 0.50% to 1.00% annualized) of each Investor’s aggregated Capital Contributions to the Company, less any distributions to such Investor in respect of the Portfolio Company that represent Capital Distributions. The capital account of an Investor admitted other than on the first business day of a calendar quarter (and the capital account of an Investor that makes an additional capital contribution on a day other than the first business day of a calendar quarter) will be subject to a pro rata portion of the Management Fee charged for such quarter based upon the portion of the quarter for which it is an Investor. No portion of the Management Fee will be refunded if an Investor is permitted to withdraw on a date other than the end of a calendar quarter.

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Hill City Capital, in its sole discretion, may elect to reduce, waive or calculate differently the Management Fee with respect to any Investor. However, no such waiver, reduction or rebate will adversely impact any other Investor or cause them to bear a higher portion of the Management Fee than they would bear absent such waiver, reduction or rebate. Incentive Allocation With respect to the Hill City Master Funds, the Fund General Partner is generally entitled to receive an incentive allocation (“Incentive Allocation”). Generally, at the end of each fiscal year (or other accounting period when a calculation of the Incentive Allocation is required) of the Hill City Master Funds, the Fund General Partner will have reallocated to its capital account in the Hill City Master Funds an amount equal to a portion of the Net Increase attributable to each Investor’s capital account maintained for its Interests for such fiscal year, provided that no Incentive Allocation shall be made for a given fiscal year (or other accounting period), from such Investor unless the Net Increase equals or exceeds the Hurdle Amount (as defined below) for the applicable fiscal year (or other accounting period). The “Hurdle Amount” for each fiscal year (or other accounting period) shall be the amount equal to the return that would have accrued had an Investor’s capital contribution achieved a five percent (5%) annual rate of return. The Incentive Allocation will generally be 20%. The Fund General Partner, in its sole discretion, may elect to reduce, waive or calculate differently the Incentive Allocation with respect to any Investor. However, no such waiver, reduction or rebate will adversely impact any other Investor or cause them to bear a higher portion of the Incentive Allocation than they would bear absent such waiver, reduction or rebate. With respect to the Hill City Funds, the Hill City Fund Manager is generally entitled to receive carried interest (“Carried Interest”). The Hill City Fund Manager will apportion each Investor’s share of distributable assets of the Company between Net Profit Distributions and Capital Distributions. I. first, amounts constituting Capital Distributions shall be distributed one hundred percent (100%) to such Investor until it has received cumulative distributions equal to the aggregate Capital Contributions made by such Investor (less any previously returned Capital Contributions); II. second, all amounts (i.e., Net Profit Distributions and Capital Distributions) shall be distributed one hundred percent (100%) to such Investor until such Investor has received cumulative distributions pursuant to this Section II and Section IV equal to the Unpaid Priority Return; III. third, all amounts shall be distributed one hundred percent (100%) to the Hill City Fund Manager until the Hill City Fund Manager has received cumulative distributions pursuant to this Section III and Section IV with respect to the applicable Investor an amount equal to fifteen percent (15%) of the sum of the aggregate amount distributed to such Investor pursuant to Sections II and IV and the aggregate distributions to the Hill City Fund Manager pursuant to this Section III and Section IV; IV. thereafter, all amounts shall be distributed eighty-five percent (85%) to such Investor and fifteen percent (15%) to the Hill City Fund Manager. The Hill City Fund Manager, in its sole discretion, may elect to reduce, waive or calculate differently the Carried Interest with respect to any Investor. However, no such waiver, reduction or rebate will adversely impact any other Investor or cause them to bear a higher portion of the Carried Interest than they would bear absent such waiver, reduction or rebate.

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Payment of Fees Fees and compensation paid to Hill City or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed above, Management Fees are generally deducted on a quarterly basis and the Incentive Allocation or Carried Interest is generally deducted on an annual basis. Other Types of Fees or Expenses Hill City is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable. The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. Subject to variations in each Fund’s Offering Documents (and as further described therein), a Fund will pay, whether directly or through reimbursement of the Investment Manager or one of its affiliates, all investment-related expenses (e.g., brokerage commissions and transaction costs, clearing and settlement charges, custodial fees, interest expense, consulting, investment banking and any other professional fees or compensation relating to particular investments or contemplated investments, and research-related expenses, including, without limitation, investment consultants, and news and quotation equipment and services (including fees for data and software providers)); expenses related to risk management provided by third parties; third-party valuation services; investment-, operations- and tradingrelated software, including trade order management software (i.e., software used to route trade orders); expenses related to connectivity with risk and trade processing systems; expenses relating to reports provided to Investors; legal and compliance expenses (which include, without limitation, responding to formal and informal inquiries, indemnification expenses and expenses associated with regulatory filings relating to the Fund and for their respective portfolios); insurance costs incurred in connection with the Fund’s business (including, without limitation, acquiring and maintaining D&O and/or E&O insurance for the Offshore Fund’s and the Master Fund’s Advisory Board and board of directors “Board”, and Hill City, the Fund General Partner, the Hill City Fund Manager, and their respective affiliates); accounting, audit and tax preparation expenses; organizational expenses; expenses relating to the offer and sale of the interests/shares in the Feeder Funds including legal and related fees and expenses in negotiating agreements and other documents; fees and expenses relating to proxy voting research, reporting, execution and recordkeeping services; taxes; fees and expenses of the administrator (including for certain middle-office services), the Board and Advisory Board of the Offshore Fund and the Master Fund and the anti-money laundering officers of the Offshore Fund and the Master Fund; expenses related to the maintenance of the Fund’s registered office; extraordinary expenses (including, without limitation, fees and expenses incurred in connection with the reorganization, dissolution, winding-up or termination of the Fund or any trading vehicle); and other similar expenses related to the Fund as determined by the General Partner, Hill City Fund Manager or the Board and Advisory Board, as applicable, in its sole discretion. Generally, all expenses borne by the Funds, other than the Management Fee and any expenses that the Fund General Partner, Hill City Fund Manager or the Firm determines should be allocated to a particular Investor (e.g., investor-

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related taxes), will be shared by all of the Investors in the Funds on a pro rata basis in accordance with their partnership percentages or share balance. The Feeder Funds will also be responsible for their pro rata portion of the Master Fund’s costs and expenses, including the fees and expenses of the Advisory Board (as defined in the Offering Documents). A portion of the Feeder Fund’s and/or the Master Fund’s operating expenses may be shared with other investment entities or accounts managed by the Investment Manager, the Fund General Partner, Hill City Fund Manager or their affiliates on an equitable basis and such Fund may likewise share a portion of the operating expenses of such other investment entities and accounts. The Firm may, in its sole and absolute discretion, bear any of the Fund’s expenses described above; provided,provided that if the Firm bears any such expenses, it will not be required to continue to bear such expenses and may thereafter cause the Fund to bear such expenses. To the extent that any such expenses are provided or paid for by the Fund General Partner or Hill City Fund Manager (in excess of its ratable share) or the Firm, the applicable Fund will reimburse the Fund General Partner or Hill City Fund Manager and/or the Firm, as the case may be, for such expenses. If any of the above expenses are incurred jointly for the account of a Fund and any other investment funds, client accounts and proprietary accounts sponsored or managed by the Fund General Partner, Hill City Fund Manager, the Firm or their affiliates (each, an “Other Account“), such expenses will be allocated among the applicable Fund(s) and such Other Accounts based on the relative assets under management, or in such other manner as the Fund General Partner, the Hill City Fund Manager, or the Firm considers fair and reasonable. There will be no sales charges payable to the Funds, the Fund General Partner, the Hill City Fund Manager or the Firm in connection with the offering of interests in the Funds. Additional Compensation and Conflicts of Interest Neither Hill City nor any of its supervised persons accepts compensation (e.g., brokerage commissions) for the sale of securities or other investment products.

Methods of Analysis and Investment Strategies The investment objective of Hill City is to generate attractive absolute net returns for Investors, as measured over multiple years while minimizing the probability of permanent loss of capital. The Fund’s investment strategy is characterized by a concentrated portfolio, a long-duration investment horizon, a rigorous fundamental investment process and active engagement with management. Hill City believes that to achieve its objective, its investment process must be differentiated, transparent and highly disciplined. While Hill City will look to focus on sectors and companies in which it has deep expertise, it does not expect to earn excess returns unless it rejects the consensus view. Hill City judges the attractiveness of investments by its degree of variant perception and its understanding of why it exists. These differentiated opinions arise when it takes a contrarian view, or when it believes the market underestimates the magnitude of fundamental headwinds or tailwinds. This necessitates an internal, proprietary research process that is disconnected from the diligence of the sell-side community and other investors. Hill City makes investment decisions on the basis of fundamental security analysis. Such analysis is premised on research into industries in which the company operates, as well as the capital structure, financial statements and management of the company. Hill City conducts such research by reference to, among other things, regulatory filings by issuers, data provided by regulatory agencies, discussions and meetings with executives and industry experts, periodicals and on-line news sources, third-party research and independent data providers. Through such research, Hill City forms judgments about the industry’s structure and challenges, the company’s competitive advantage within that industry, the company’s operations and management expertise, financial strength, valuation and outlook. These findings are then compared to the consensus view. The Funds intend to invest in global equities, with a primary geographical focus on North America and other Developed Markets. The Funds may also take positions in other securities, derivatives and financial instruments as part of the investment process. Hill City may invest the Fund’s assets in privately placed unregistered securities that do not have a readily ascertainable market value or other illiquid securities which may be valued but are not freely transferable.

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There can be no assurance that a Fund’s investment objective will be achieved, and certain trading practices (e.g., the use of leverage, short sales, the concentration of investments, and use of commodities or derivatives) may, in some circumstances, increase any adverse impact to which the Funds may be subject. Risk of Loss An investment in the Fund may be deemed to be a speculative investment and is not intended as a complete investment program. The Fund is designed only for sophisticated persons who are able to bear the risk of an investment in the Fund. The following does not purport to be a summary of all of the risks associated with an investment in the Fund. Rather, the following describes certain specific risks to which the Fund (and, therefore, the Investors) is subject and with respect to which the Fund General Partner, the Hill City Fund Manager and the Investment Manager strongly encourage potential investors to carefully consider and to consult regarding the same with their professional advisors, as they deem necessary. Investment Risks and Concentration. An investment in the Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s investment program will be successful. The Investment Manager will be investing substantially all of the Fund’s assets in a limited number of securities. Therefore, the Fund’s will be much more susceptible to fluctuations in value resulting from adverse economic conditions affecting the performance of the securities than a less concentrated portfolio would be. As a result, the Fund's aggregate return may be volatile. All securities and related investments by the Fund create the risk of the loss of capital. Equity Securities Generally. The Fund intends to invest in equity securities and equity-related securities of public and private companies in the U.S. and other countries. The value of these financial instruments generally will vary with the performance of the issuer and movements in the equity markets. As a result, the Fund may suffer losses if it invests in equity instruments of issuers whose performance diverges from the Investment Manager’s expectations or if equity markets generally move in a single direction and the Fund has not hedged against such a general move. The Fund also may be exposed to risks that issuers will not fulfil contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering or otherwise qualifying restricted securities for public resale. Equity Price Risk. The Fund’s investment portfolio may include long and short positions in equity securities. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, geographic markets, industry market conditions, interest rates and general economic environments. In addition, events such as the domestic and international political environments, terrorism and natural disasters, may be unforeseeable and contribute to market volatility in ways that may adversely affect investments made by the Fund. Undervalued Equity Securities. The Fund’s investment strategy focuses on investing in companies that the Investment Manager believes are undervalued, particularly from a longerterm perspective. Opportunities in undervalued equity securities arise from market inefficiencies or due to a lack of wide recognition of the potential impact (positive or negative) that specific events or trends may have on the value of a security. The identification of investment opportunities in undervalued securities is a difficult task, and there is no assurance that such opportunities will be successfully recognized or acquired, particularly given the Investment Manager’s desire to identify securities that are undervalued based on longer-term -11-

projections. While investments in undervalued securities offer the opportunities for aboveaverage capital appreciation, these investments involve a high degree of financial risk and can result in substantial losses. Convertible Securities and Investments in Equity-Related Convertible Securities. The Fund may invest a portion of its capital in convertible securities and equity-related convertible securities. Convertible securities are equities, bonds, debentures, preferred stocks or other securities that may be converted into or exchanged for a specified fixed or variable amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is influenced principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. 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 the Fund is called for redemption, the Fund will be required, depending on the terms of the security, 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 Fund’s ability to meet its investment objective. Investments in Preferred Stock. The Fund may invest in the preferred shares of certain companies. Preferred shares may pay dividends at a specific rate and generally have preference over common stock in the payment of dividends in a liquidation of assets but rank after debt securities. Unlike interest payments on debt securities, dividends on preferred shares are generally payable at the discretion of the board of directors and advisory board of the issuer. The market prices of preferred shares are subject to changes in interest rates and are more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities. Regulatory Restrictions. The investment strategies pursued by the Fund may be affected by U.S. state and federal laws governing the beneficial ownership of securities in public companies, which may inhibit the Fund’s ability to freely acquire and dispose of certain

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securities. Should the Fund be affected by such rules and regulations, it may not be able to transact in ways that would realize value for the Fund. In addition, any changes to government regulations could make some or all forms of corporate governance strategies unlawful or impractical. Accordingly, such changes, if any, could have an adverse effect on the ability of the Fund to achieve its investment objective. Control Issues. Although the Investment Manager may seek protective provisions, including, possibly, board representation, in connection with certain of its public and private investments, to the extent the Fund takes minority positions in companies in which it invests, the Investment Manager 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. Reduced Liquidity due to Inside Information. From time to time the Investment Manager or its affiliates, or members of a group of investors or managers with which the Investment Manager is acting, may work with the management team of a company in which the Fund has invested or proposes to invest in order to design an alternate strategic plan and assist them in its execution, and may secure the appointment of persons selected by the Investment Manager or other members of the group to the company’s management team or board of directors and advisory board. In the course of such activities, the Investment Manager may come into possession of material, non-public information concerning such company, and the possession of such information may limit the ability of the Investment Manager to cause the Fund to buy or sell the securities issued by such company. Therefore, the Fund may be required to refrain from buying or selling such securities at times when the Investment Manager might otherwise wish to cause the Fund to buy or sell such securities. Short Sales. The Investment Manager may engage in short sales as part of hedging transactions or when it believes securities are overvalued. Short sales are sales of securities the Fund borrows but does not actually own, usually made with the anticipation that the prices of the securities will decrease, and the Fund will be able to make a profit by purchasing the securities at a later date at the lower prices. The Fund will incur a potentially unlimited loss on a short sale if the price of the security increases prior to the time it purchases the security to replace the borrowed security. A short sale presents greater risk than purchasing a security outright since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk of loss on a “long” position is limited to the purchase price of the security. Closing out a short position may cause the security to rise further in value creating a greater loss. Short sale transactions have been subject to increased regulatory scrutiny in response to market events in recent years, including the imposition of restrictions on short selling certain securities and reporting requirements. The Fund’s ability to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events. Temporary restrictions and/or prohibitions on short selling activity may be imposed by regulatory authorities with little or no advance notice and may impact prior trading activities of the Fund. Additionally, the SEC, its foreign counterparts, other governmental authorities and/or self-regulatory organizations may at any time promulgate permanent rules or interpretations consistent with such temporary restrictions or that impose additional or different permanent or temporary limitations or prohibitions. The SEC might impose different limitations and/or prohibitions on short selling from those imposed by various non-U.S.

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regulatory authorities. These different regulations, rules or interpretations might have different effective periods. Regulatory authorities may impose restrictions that adversely affect the Fund’s ability to borrow certain securities in connection with short sale transactions. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, the Fund may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. The Fund may also incur additional costs in connection with short sale transactions, including in the event that it is required to enter into a borrowing arrangement in advance of any short sales. Moreover, the ability to continue to borrow a security is not guaranteed and the Fund is subject to strict delivery requirements. The inability of the Fund to deliver securities within the required time frame may subject the Fund to mandatory close out by the executing broker-dealer. A mandatory close out may subject the Fund to unintended costs and losses. Certain action or inaction by third parties, such as executing broker-dealers or clearing broker-dealers, may materially impact the Fund’s ability to effect short sale transactions. Such action or inaction may include a failure to deliver securities in a timely manner in connection with a short sale effected by a third-party unrelated to the Fund. The European Union (“EU”) Regulation on Short Selling and Certain Aspects of Credit Default Swaps (the “SSR”) applies directly to all member states of the EU. The SSR applies to short sales of, and short positions relating to: (a) the issued share capital of companies whose shares are admitted to trading on a regulated market or multilateral-trading facility in the EU (unless the principal trading venue for the relevant shares is located in a country outside the EU) (“EU listed shares”); and (b) debt instruments issued by an EU sovereign issuer (“EU sovereign debt”). The SSR imposes certain private and public disclosure obligations in respect of short positions in EU listed shares and EU sovereign debt which apply to all natural or legal persons, irrespective of regulatory status, located inside and outside the EU. The SSR also contains prohibitions on uncovered short sales of EU listed shares and EU sovereign debt in certain circumstances. In addition, the SSR prohibits uncovered positions in CDS referencing EU sovereign debt issuers. National regulators, and in certain circumstances the European Securities and Markets Authority (“ESMA”), are able to take certain additional emergency measures (including complete bans on short-selling activities) if certain conditions are met. The SSR may prevent the Investment Manager from fully expressing negative views in relation to EU listed shares and/or EU sovereign debt and may also, inter alia, restrict the ability of the Investment Manager to hedge certain risks through EU sovereign CDS. Accordingly, the ability of the Investment Manager to implement the investment approach and to fulfil the investment objective of the Fund may be constrained. Use of Leverage. The Investment Manager may use leverage in connection with the Fund’s portfolio through margin and other debt in order to increase the amount of capital available for investments. Although leverage increases returns to the Investors if the Fund earns a greater return on the incremental investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns to the Investors if the Fund fails to earn as much on such incremental investments as it pays for such funds. In the event that the Fund leverages its portfolio, fluctuations in the market value of the Fund’s portfolio will have a significant effect in relation to the Fund’s capital and the risk of loss and the possibility of gain will each be increased. In addition, when the Fund utilizes leverage, the level of interest rates generally, and the rates at which the Fund can borrow, will be an expense of the Fund and therefore affect the operating results of the Fund. Leverage increases the risk of substantial

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losses (including the risk of a total loss of capital), and leverage can significantly magnify the volatility of the Fund’s portfolio. The Fund may use short-term margin borrowing in purchasing securities positions. Such borrowing, if made, may result in certain additional risks to the Fund. For example, should the securities pledged to brokers to secure the Fund’s margin accounts decline in value, the Fund could be subject to a “margin call” pursuant to which the Fund would be required to either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden, precipitous drop in value of the Fund’s assets, the Fund might not be able to liquidate assets quickly enough to pay off its margin debt. Carried Interest. The Carried Interest to be distributed to the Hill City Fund Manager, could create an incentive for the Investment Manager, an affiliate of the Hill City Fund Manager, to choose investments that are riskier or more speculative than would otherwise be the case. Incentive Allocation. The Incentive Allocation to be distributed to the Fund General Partner, could create an incentive for the Investment Manager, an affiliate of the Fund General Partner, to choose investments that are riskier or more speculative than would otherwise be the case. American Depositary Receipts and Global Depositary Receipts. The Fund may invest a portion of the Fund’s assets in ADRs and GDRs (as each term is defined below). American Depositary Receipts (“ADRs”) are receipts issued by a U.S. bank or trust company evidencing ownership of underlying securities issued by foreign 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 foreign company’s publicly traded securities that are traded on foreign stock exchanges or foreign 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 or other income, 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 foreign 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. Exchange Traded Funds. The Fund may buy and sell short shares of exchange traded funds (“ETFs”) and other similar instruments. These transactions may be used to adjust the Fund’s exposure to the general market or industry sectors and to manage the Fund’s risk exposure. ETFs and other similar instruments involve risks generally associated with investments in a broadly based portfolio of common stocks, including the risk that the general level of stock prices, or that the prices of stocks within a particular sector, may increase or decrease, thereby affecting the value of the shares of the ETF or other instruments.

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Limited Diversification; No Formal Diversification Requirements. The Fund may, from time to time, be focused on investing in companies in certain industries. Accordingly, such concentration could have a material adverse effect on the Fund including if any of the industries in which the Fund invests experiences adverse news. The Investment Manager has full discretion to allocate capital among strategies and may determine to concentrate such capital in particular strategies from time to time or not allocate capital to particular strategies. Such investment concentrations may increase volatility and cause the Fund to incur greater losses than would be the case if the Investment Manager implemented a more diversified portfolio. Even when the Investment Manager is seeking to diversify the Fund’s portfolio, certain risks may be correlated in unanticipated ways, resulting in unintended risk exposure. This limited diversity could expose the Fund to significantly greater volatility than in a more diversified portfolio. Small-Cap and Mid-Cap Risks. The Fund may trade equities of small- and mid-capitalization companies. While, in the Investment Manager’s opinion, the securities of small- and mid-cap issuers may offer the potential for greater capital appreciation than investment in securities of larger-cap issuers, securities of small- and mid-capitalization issuers may also present greater risks. For example, some small- and mid-cap issuers have limited product lines, markets, or financial resources and may be dependent for management on one or a few key persons. In addition, such issuers may be subject to high volatility in revenues, expenses and earnings. Their securities may be thinly traded, may be followed by fewer investment analysts and may be subject to wider price swings and thus may create a greater chance of loss than when investing in securities of larger-cap issuers. In addition, due to thin trading in many smaller capitalization stocks, an investment in such stocks may be characterized by reduced liquidity. Further, the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is potentially higher than for larger, “blue-chip” companies. The market prices of securities of small- and mid-cap issuers generally are more sensitive to changes in earnings expectations, corporate developments, and market rumors than are the market prices of larger-cap issuers. Transaction costs in securities of small- and mid-cap issuers may be higher than in those of large-cap issuers. There may be less information about small and mid-cap companies than larger cap companies. Illiquid Securities; Designated Investments. The Fund may invest in securities that constitute Designated Investments, and Investors at the date of such designation, will participate on a pro rata basis in such Designated Investments. Such Designated Investments may have to be held for a substantial period of time before they can be liquidated, if at all. Market prices for such Designated Investments may be volatile and may not be ascertainable. The resale of restricted and illiquid securities often may have higher brokerage charges. Designated Investments may represent capital not available for withdrawal by Investors. Private Equity. Private equity investments in which the Fund may invest involve a high degree of business and financial risk and can result in substantial or complete losses. Many portfolio companies may be operating at a loss or with substantial variations in operating results from period to period. These companies may need substantial additional capital to support expansion or to achieve or maintain competitive positions. These companies may face intense competition, including competition from companies with much greater financial resources, much more extensive development, production, marketing and service capabilities, and a much larger number of qualified managerial and technical personnel. Any such company may fail.

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Purchasing Securities of Initial Public Offering. From time to time the Fund may purchase securities that are part of initial public offerings. The prices of these securities may be very volatile. The issuers of these securities may be undercapitalized, have a limited operating history, and lack revenues or operating income without any prospects of achieving them in the near future. Some of these issuers may only make available a limited number of shares for trading and therefore it may be difficult for the Fund to trade these securities without unfavorably impacting their prices. In addition, investors may lack extensive knowledge of the issuers of these securities. The Fund may trade securities that are “new issues,” as defined by Rule 5130. Rule 5130 and Rule 5131 restrict certain persons from participating in “new issues”. The Offering Documents provide a mechanism for the purchase of new issues that excludes participation in such investment by any Investor that is deemed restricted. Investments in Restricted Investments. The Fund may invest its assets in restricted securities or securities that are subject to certain liquidity restrictions, including, without limitation, lockup periods. These securities may be subject to legal or contractual restrictions on resale and transfer and, therefore, may be illiquid and subject to wide fluctuations in value. Such securities may be held by the Fund until the occurrence of certain events or for an extended period, as determined by the Investment Manager. The resale of restricted and illiquid securities may be difficult to value and oftentimes may have higher brokerage charges. Foreign Securities. The Fund may invest in securities of non-U.S. issuers. The Fund’s investments in securities and instruments in foreign markets involve substantial risks not typically associated with investments in U.S. securities. Foreign securities investments may be affected by changes in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy (in the U.S. and abroad) or changed circumstances in dealings between nations. Changes in foreign currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund’s assets denominated in that currency and thereby impact the Fund’s total return on such assets. The Fund may utilize options and forward contracts to hedge against currency fluctuations, but there can be no assurance that such hedging transactions will be effective. Investments in foreign securities may involve risks relating to political and economic developments abroad, including the possibility of expropriations or confiscatory taxation, limitations on the use or transfer of Fund assets and any effects of foreign social, economic or political instability. Foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about such companies. Moreover, foreign companies are not subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. Finally, in the event of a default of any foreign debt obligations, it may be more difficult for the Fund to obtain or enforce a judgment against the issuers of such securities. Securities of foreign issuers may be less liquid than comparable securities of U.S. issuers and, as such, their price changes may be more volatile. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their American counterparts. Brokerage commissions, dealer concessions and other transaction costs may be higher in foreign markets than in the U.S. In addition, differences in clearance and settlement procedures in foreign markets may occasion delays in settlements of the Fund’s trades affected in such markets. In addition, changes or modifications in existing judicial decisions or in the current positions of the IRS, either taken administratively or as contained in published revenue rulings and

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revenue procedures (which changes or modifications may apply with retroactive effect), and the passage of new legislation, could lead to unfavorable treatment of certain non-U.S. investments which could adversely impact the Fund’s portfolio. Currencies. The Fund may invest portions of its assets in instruments denominated in nonU.S. currencies or instruments, the prices of which are determined with reference to currencies other than the U.S. dollar, including, without limitation, options on non-U.S. currencies. The Fund, however, values its securities and other assets in U.S. dollars. The Investment Manager may or may not seek to hedge all or any portion of the foreign currency exposure of the Fund. To the extent unhedged, the value of the assets of the Fund will fluctuate with U.S. dollar exchange rates as well as the price changes of the positions of the Fund in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies in which the Fund makes its investments will reduce the effect of increases and magnify the effect of decreases in the prices of the securities and other financial instruments owned by the Fund in the local markets of such other currencies. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on the nonU.S. dollar securities and other financial instruments owned by the Fund. Hedging. The Fund may utilize certain financial instruments and investment techniques for risk management or hedging purposes. There is no assurance that such risk management and hedging strategies will be successful, as such success will depend on, among other factors, the Investment Manager’s ability to predict the future correlation, if any, between the performance of the instruments utilized for hedging purposes and the performance of the investments being hedged. Since the characteristics of many securities change as markets change or time passes, the success of the Fund’s hedging strategies may also be subject to the Investment Manager’s ability to correctly readjust and execute hedges in an efficient and timely manner. There is also a risk that such correlation will change over time rendering the hedge ineffective. It may be more difficult to hedge a position in a smaller cap issuer than a larger-cap issuer. The Fund’s portfolio is not expected to be completely hedged at all times and at various times the Investment Manager may elect to be more fully hedged and at other times hedged only to a limited extent, if at all. Accordingly, the Fund’s assets may not be adequately protected from market volatility and other conditions. Other Derivative Investments. Derivative instruments or “derivatives” include futures, options, structured securities and other instruments and contracts that are derived from, or the value of which is related to, one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark, currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement may expose the Fund to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty.

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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 contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Investment Manager from promptly liquidating unfavorable positions and subject the Fund to substantial losses. The Investment Manager is exempt from registration with the CFTC as a CPO pursuant to Rule 4.13(a)(3) under the CEA. Unlike a registered commodity pool operator, the Investment Manager is not required to deliver a disclosure document and a certified report to participants in the Fund. The Investment Manager has also claimed an exemption from registration with the CFTC as a CTA pursuant to Rule 4.14(a)(8) under the CEA. Options. The Fund may invest, from time to time, in options. In addition, the Fund may write and sell covered and uncovered call and put option contracts. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Similarly, a put option gives the purchaser of the option the right to sell, and obligates the writer to buy, the underlying investments at a stated exercise price at any time prior to the expiration of the option. Options written by the Fund may be wholly or partially covered (meaning that the Fund holds an offsetting position) or uncovered. Options on specific investments may be used by the Fund to seek enhanced profits with respect to a particular investment. Alternatively, they may be used for various defensive or hedging purposes. For example, they may be used to protect against a future adverse change in the market price of particular portfolio investments held by the Fund without requiring a sale of the investments. Investing in options can provide greater potential for profit or loss than an equivalent investment in the underlying asset. The value of an option may decline because of a change in the value of the underlying asset relative to the strike price, the passage of time, changes in the market’s perception as to the future price behaviour of the underlying asset, or any combination thereof. In the case of the purchase of an option, the risk of loss of an Investor’s entire investment (i.e., the premium paid plus transaction charges) reflects the nature of an option as a wasting asset that may become worthless when the option expires. Where an option is written or granted (i.e., sold) uncovered, the seller may be liable to pay substantial additional margin, and the risk of loss is unlimited, as the seller will be obligated to deliver, or take delivery of, an asset at a predetermined price which may, upon exercise of the option, be significantly different from the market value. Over-the-counter (“OTC”) options that the Fund may use in its investment strategies generally are not assignable except by agreement between the parties concerned, and no party or purchaser has any obligation to permit such assignments. The OTC market for options is relatively illiquid, particularly for relatively small transactions. Use of put and call options may result in losses to the Fund, force the sale or purchase of portfolio investments at inopportune times or for prices higher than (in the case of put options) or lower than (in the case of call options) current market values, limit the amount of appreciation the Fund can realize on their investments or cause the Fund to hold an investment it might otherwise sell. For example, a decline in the market price of a particular investment could result in a complete loss of the amount expended by the Fund to purchase a call option (equal to the premium paid for the option and any associated transaction

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charges). An adverse price movement may result in unanticipated losses with respect to covered options sold by the Fund. The use of uncovered option writing techniques may entail greater risks of potential loss to the Fund than other forms of options transactions. For example, a rise in the market price of the underlying investment will result in the Fund realizing a loss on the calls written, which would not be offset by the increase in the value of the underlying investments to the extent the call option position was uncovered. Swap Transactions. The Fund may enter into swap agreements with respect to securities, indexes of securities and other assets or other measures of risk or return. Swap agreements are typically two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to many years. In a standard “swap” transaction, two parties agree to exchange the returns (or the differential in rates of return) earned or realized on particular predetermined investments, instruments, or indices. The gross returns to be exchanged or “swapped” between the parties are generally calculated with respect to a “notional amount”..” Whether the Fund’s use of swap agreements will be successful will depend on the Investment Manager’s ability to select appropriate transactions for the Fund. Swap transactions may be highly illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Fund’s ability to terminate existing swap transactions or to realize amounts to be received under such transactions. Swaps and certain other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty. Total return swaps are another form of swap transaction that the Fund may utilize in its investment program. A total return swap allows the total return receiver to receive the change in market value of an asset (whether a security, interest rate, form of debt, currency or other asset) from the total return payer in return for paying a floating or fixed interest-rate on a predetermined amount. The total return payer is synthetically short, and the total return receiver is synthetically long. Thus, total return swap agreements may effectively add leverage to the Fund’s portfolio because, in addition, to its total net assets, the Fund would be subject to investment exposure on the notional amount of the swap agreement. In addition, the Fund may enter into credit default swap transactions. The credit default swap market in high yield securities is comparatively new and rapidly evolving compared to the credit default swap market for more seasoned and liquid investment grade securities. Swap transactions dependent upon credit events are priced incorporating many variables, including, for example, the pricing and volatility of the common stock, potential loss upon default and the shape of the U.S. Treasury Yield curve, among other factors. As such, there are many factors upon which market participants may have divergent views. The Fund may also enter into credit default swap transactions, even if the credit outlook is positive, if the Investment Manager believes that participants in the marketplace have incorrectly valued the components which determine the value of a swap. Money Market Instruments. The Investment Manager may invest, for defensive purposes or otherwise, all or a portion of the Fund’s assets in high quality fixed-income securities, moneymarket instruments, and money-market mutual funds, or hold cash or cash equivalents in such amounts as the Investment Manager deems appropriate under the circumstances. Money market instruments are high quality, short-term fixed-income obligations, which generally have remaining maturities of one year or less, and may include U.S. government securities,

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commercial paper, certificates of deposit and bankers’ acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance Corporation, and repurchase agreements. However, there can be no assurances that such investments will not be subject to significant risks. Cash Holdings. The Fund may hold substantial cash balances which will vary depending on the Investment Manager’s view of available investment opportunities. During times in which substantial capital is held in cash or cash equivalents, such capital may not be subject to the same returns as the rest of the Fund’s portfolio. Loans of Portfolio Securities. The Fund may lend its portfolio securities on terms customary in the securities industry, enter into reverse repurchase agreements or enter into other transactions constituting a loan of the Fund’s assets. By doing so, the Fund attempts to increase its income through the receipt of interest on the loan. In the event of the bankruptcy of the other party to a securities loan, the Fund could experience delays in recovering the securities it lent. To the extent that the value of the securities the Fund lent has increased, the Fund could experience a loss if such securities are not recovered. Change in Investment Strategies. The investment strategies, approaches and techniques discussed herein may evolve over time due to, among other things, market developments and trends, the emergence of new or enhanced investment products, changing industry practice and/or technological innovation. As a result, these investment strategies, approaches and techniques may not reflect the investment strategies, approaches and techniques actually employed by the Fund. Nevertheless, the investments made on behalf of the Fund will be consistent with the Fund’s investment objective. Side Letters. The Funds have entered into agreements (“Side Letters”) with certain Investors that result in different terms of an investment in the Fund than the terms applicable to other Investors including, but not limited to, rights to receive reduced management and incentive fees or additional reports and enhanced disclosure of certain events. As a result of such Side Letters, certain Investors have received additional benefits which other Investors do not receive. Such agreements are entered into by such Investors without the consent of other Investors in such Funds; additionally, except as may be required by “most-favored-nations” clauses, such agreements usually need not be disclosed to other Investors. Competition. The securities industry and the varied strategies engaged in by the Investment Manager are extremely competitive and each involves a degree of risk. The Fund competes with firms, including many of the larger securities and investment banking firms, which have substantially greater financial resources and research staffs. General Economic and Market Conditions. The success of the Fund’s activities 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 Fund’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of the Fund’s investments and the availability of certain securities and investments. Volatility or illiquidity could impair the Fund’s profitability or result in losses. The Fund may maintain substantial trading positions that can be materially adversely affected by the level of volatility in the financial markets–the larger the positions, the greater the potential for loss.

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The Fund may incur major losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. The financing available to the Fund from its banks, dealers and other counterparties will typically be reduced in disrupted markets. Such a reduction may result in substantial losses to the Fund. Market disruptions may from time to time cause dramatic losses for the Fund, and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. Market Disruptions; Governmental Intervention; Dodd-Frank Wall Street Reform and Consumer Protection Act. In response to periods of significant market disruption and systemic instability, the DoddFrank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was enacted to promote the stability, transparency, and resilience of the U.S. financial system. It was designed to mitigate risks associated with excessive leverage, opaque financial products, and insufficient oversight of systemically important institutions—factors that have historically contributed to market stress and, in some cases, necessitated government intervention. The Dodd-Frank Act seeks to enhance market integrity by increasing transparency in derivatives and other complex instruments, strengthening capital and liquidity requirements, and improving risk management and governance practices across financial institutions. It also aims to protect investors and consumers by addressing conflicts of interest, enhancing disclosures, and limiting overly risky or abusive practices. Additionally, the Dodd-Frank Act equips regulators with expanded tools to monitor emerging risks and respond more effectively to financial distress, including through orderly resolution mechanisms for large institutions, thereby reducing uncertainty and the broader market impact associated with future disruptions. The Dodd-Frank Act established a comprehensive framework to enhance oversight, transparency, and risk management across the U.S. financial system and continues to apply to a broad range of market participants, including both registered and unregistered investment advisers such as the Investment Manager. The Dodd-Frank Act has resulted in expanded and ongoing regulatory and reporting obligations for the Investment Manager, including requirements relating to portfolio holdings, leverage, liquidity, and counterparty and credit risk exposures. While many of the core rules have been implemented, regulatory expectations and reporting frameworks continue to evolve, and the Investment Manager remains subject to additional guidance, amendments, and potential future rulemaking that may further impact its compliance obligations. The Dodd-Frank Act may also affect the Fund in a number of other ways. Pursuant to the Dodd-Frank Act, banks and other financial firms—including the Fund and the Investment Manager—may be designated as “Systemically Important Financial Institutions” (“SIFIs”) and, if so designated, would be subject to regulation by the Federal Reserve Board. In the area of derivatives, the Dodd-Frank Act provides for the registration and comprehensive regulation of “major swap participants.” Although the Fund General Partner, Hill City Fund Manager, and the Investment Manager believe they are unlikely to be classified as SIFIs or subject to the requirements applicable to “major swap participants,” the consequences of either classification could be substantial and adverse. In addition, the cost of derivative transactions

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may increase materially as a result of the Dodd-Frank Act as additional margin, capital, and collateral obligations are implemented.

Counterparty Risk. Some of the markets in which the Fund may affect transactions are “overthe-counter” or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange–based” markets are subject. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such “counterparty risk” is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Fund has concentrated its transactions with a single or small group of counterparties. Counterparties in foreign markets face increased risks, including the risk of being taken over by the government or becoming bankrupt in countries with limited if any rights for creditors. The Fund is not restricted from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund. Counterparty risks also include the failure of executing brokers to honor, execute, or settle trades. Pursuant to the Dodd-Frank Act, some derivatives transactions will be subject to mandatory clearing and will also be subject to the margin requirements set forth by the clearinghouse. The additional margin, capital and collateral obligations may increase the cost of derivatives transactions and thereby potentially decrease the profitability of certain positions. Broker Risk. . The Fund’s assets may be held in one or more accounts maintained for the Fund by its prime brokers or at other brokers or custodian banks, which may be located in various jurisdictions, including emerging market jurisdictions. . The prime brokers, other brokers (including those acting as sub-custodians) and custodian banks are subject to various laws and regulations in the relevant jurisdictions that are designed to protect their customers in the event of their insolvency. . Accordingly, the practical effect of the laws protecting customers in the event of insolvency and their application to the Fund’s assets may be subject to substantial variations, limitationslimitations, and uncertainties. . For instance, in certain jurisdictions brokers could have title to the Fund’s assets or not segregate customer assets. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a prime broker, another brokerbroker, or a clearing corporation, it is impossible further to generalize about the effect of the insolvency of any of them on the Fund and its assets. Investors should assume that the insolvency of any of the prime brokers, local brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of the Fund’s assets or in a significant delay in the Fund having access to those assets. MiFID II. The EU Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) No 600/2014) (together, “MiFID II”) governs the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. MiFID II was required to be implemented in EU member states as of January 3, 2018. Although the Fund is not organized in the EU, andEU and is not authorized or regulated by any EU member state financial services regulator, certain aspects of MiFID II may have an impact on the Fund. MiFID II imposes certain restrictions as to the

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trading of shares and derivatives, which could apply to transactions made by or with the Fund. Subject to certain conditions and exceptions, the Fund may be unable to trade shares or derivatives with affected counterparties other than as provided by MiFID II. MiFID II also applies position limits to the size of a net position that a person can hold at all times in commodity derivatives traded on EU trading venues and in “economically equivalent” OTC derivatives. More generally, EU regulated firms that have trading relationships with the Fund may be obliged by MiFID II to impose certain requirements on the Fund, or they may seek to do so contractually, with a view to satisfying their own compliance obligations. It is difficult to predict the full impact of MiFID II on the Fund. Prospective investors should also be aware that there may be costs (whether direct or indirect) of compliance with MiFID II. European Market Infrastructure Regulation. In addition to MiFID II, the European Market Infrastructure Regulation (“EMIR”) introduced certain requirements in respect of derivative contracts, which apply to varying degrees to entities established in the EU, regardless of whether they are transacting with counterparties established in the EU or outside of the EU. As such, where the Fund transacts with EU counterparties, they will likely require the transaction to be EMIR-compliant, with the result that the Fund becomes subject to additional obligations and/or costs that may not otherwise have applied. Broadly, EMIR’s requirements in respect of derivative contracts are: (i) mandatory clearing of OTC derivative contracts declared subject to the clearing obligation; (ii) risk mitigation techniques in respect of uncleared OTC derivative contracts; and (iii) reporting and recordkeeping requirements in respect of all derivative contracts. The application of these requirements is dependent on the classification of the counterparties as financial counterparties (“FCs”), non-financial counterparties above the clearing threshold (“NFC+s”) or non-financial counterparties below the clearing threshold (“NFC-s”) and trading systems with programming logic errors. Prospective investors should be aware that there may be ongoing costs (whether direct or indirect) of compliance with EMIR, and that EMIR may adversely affect the Fund’s ability to engage in certain transactions in derivatives. In-Kind Distributions. The Fund’s expects to distribute cash to Investors upon a withdrawal. However, withdrawal proceeds may be paid in kind (or in a combination thereof), in extraordinary circumstances. The risk of loss and delay in liquidating these securities will be borne by the Investor, with the result that such Investor may receive less cash than it would have received as of the withdrawal date. Valuation. Valuations of the Fund’s securities and other investments, such as options, may involve uncertainties and judgmental determinations, and if such valuations should prove to be incorrect, the net asset value of the Fund could be adversely affected. Certain of the Fund’s investments may not be listed on established exchanges, which may make a determination of the fair market value of such securities difficult to accurately determine. Furthermore, even for listed securities, the Investment Manager, in consultation with the Fund General Partner and Hill City Fund Manager, may determine that the listed prices of the securities as determined in accordance with the valuation procedures set forth in the Offering Documents do not reflect the actual value of the securities and the Investment Manager may make such appropriate and reasonable modifications thereto to reflect the value of the securities, including to reflect liquidity conditions or other factors affecting such value. Third party

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pricing information may at times not be available regarding certain securities. Valuation determinations made by the Investment Manager, in consultation with the Fund General Partner and Hill City Fund Manager, which will be conclusive and binding, may affect the amount of the Management Fee and Performance Allocation. Business Dependent Upon Key Individuals. All decisions with respect to the management of the Funds are made by the Investment Manager, under the supervision of the Fund General Partner and Hill City Fund Manager; Investors have no right or power to take part in the management of the Funds. If Herbert Frazier ceases to be involved in the management of the Fund’s portfolio, such event may have a material adverse effect on the business of the Funds. Systems and Operational Risks. The Fund depends on the Investment Manager to develop and implement appropriate systems for the Fund’s activities. The Fund relies heavily and on a daily basis on financial, accounting and other data processing systems to execute, clear and settle transactions and to evaluate certain securities, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Fund’s activities. In addition, the Fund relies on information systems to store sensitive information about the Fund, the Investment Manager, their affiliates and the Investors. Certain of the Fund’s and the Investment Manager’s activities will be dependent upon systems operated by third parties, including prime brokers, the Administrator, market counterparties and other service providers, and the Investment Manager may not be in a position to adequately verify the risks or reliability of such third-party systems. Failures in the systems employed by the Investment Manager, prime brokers, the Administrator, counterparties, exchanges and similar clearance and settlement facilities and other parties could result in mistakes made in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruptions in the Fund’s operations or breach of the Fund’s information systems may cause the Fund’s to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory penalties or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Fund and the Investors’ investments therein. Federal Income Tax Risks. The Fund has not requested a ruling from the Internal Revenue Service (the “IRS”) as to any tax matters, including whether the Fund will be treated as a partnership (and not as an association taxable as a corporation) for U.S. federal income tax purposes. If the Fund were to be treated as a corporation rather than as a partnership for U.S. federal income tax purposes, the Fund itself would be taxed on its taxable income at corporate tax rates, there would be no flow-through of items of Fund income, gain, loss or deductions to the Investors, and Fund distributions generally would be taxable as dividends. Under present laws and regulations and judicial interpretations thereof, the Fund General Partner and Hill City Fund Manager believesbelieve the Funds would be classified and treated as a partnership for U.S. federal income tax purposes, and not as an association taxable as a corporation. Assuming that the Fund is treated as a partnership, each Investor must include in its own income, its allocable share of Fund taxable income, whether or not any cash is distributed and, as a result of various limitations imposed by the tax laws regarding passive losses and otherwise, may be unable to currently deduct its allocable share of Fund expenses and capital losses, if any. Special tax rules apply to certain categories of Investors, including individual retirement accounts and other tax-exempt entities.

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An audit of the Fund’s federal informational tax return may cause a change in or precipitate an audit of the Investors’ federal income tax returns. Further, any such audit might result in adjustments by the IRS to items of non-Fund income or loss. Any additional federal income tax due as a result of any such adjustment will bear interest (compounded daily) at rates established quarterly by the IRS (for individuals) equal to three percentage points above the federal short-term rate determined in accordance with Section 1274(d) of the Internal Revenue Code of 1986, as amended, for the first month in the quarter (rounded to the nearest full percent). Tax-Exempt Investors. Entities subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as well as other Investors that are exempt from taxation (or that are entities composed primarily of tax-exempt U.S. Persons), may be subject to U.S. federal, state and local laws, rules and regulations, which may regulate their participation in the Fund or their engaging directly or indirectly through an investment in the Fund in investment strategies of the types which the Fund may utilize from time to time (e.g., short sales of securities and the use of leverage and limited diversification). Each type of exempt organization may be subject to different laws, rules and regulations, and prospective investors should consult with their own advisers as to the advisability and tax consequences of an investment in the Funds. Cybersecurity Risk. With the increased use of technologies such as the Internet to conduct business, the Fund is susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyberattacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber incidents affecting the Investment Manager’s and other service providers (including, but not limited to, Fund accountants, custodians, transfer agents and financial intermediaries) have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to value its securities or other investments, impediments to trading, the inability of Investors to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. Similar adverse consequences could result from cyber incidents affecting issuers of securities in which the Fund invests, counterparties with which the Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions (including financial intermediaries and service providers for Investors) and other parties. In addition, substantial costs may be incurred in order to prevent any cyber incidents in the future. While the Fund’s service providers have established business continuity plans in the event of, and risk management systems to prevent, such cyber incidents, there are inherent limitations in such plans and systems including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by its service providers or any other third parties whose operations may affect the Fund or its Investors. The Fund and its Investors could be negatively impacted as a result.

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Employees must at all times place the interests of the Fund and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Employees are generally discouraged from maintaining personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives). Employees must obtain pre-approval from the CCO for all trades in Reportable Securities. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a client, purchasing or selling securities that appear on the Firm’s Restricted List. 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 and mutual funds, whether or not our clients have invested in the same or similar assets.

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Employees must obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request. Investors may make such a request by contacting us at the email address listed on the first page of this document. Securities in which Hill City Capital or a Related Person Has a Material Financial Interest Cross Transactions Investment advisers that manage accounts for multiple clients also have a number of obligations and limitations regarding their ability to effect transfers of securities from one client to another (each such transfer, a “Cross Trade”). 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. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions (as such term is used under the “Advisers Act) due to the ownership interest in a Fund by the Fund General Partner, Hill City Fund Manager or otherwise, Hill City or its personnel, for the avoidance of doubt, we will comply with the requirements of Section 206(3) of the Advisers Act for any principal transactions. To the extent that we engage in any such transactions, we will obtain written approval from all impacted Investors. 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. Investing in Securities that Hill City Capital or a Related Person Recommends to Clients To the extent that we, or any of our affiliates or employees transact in or hold securities that are also held by clients, Hill City, its affiliates and its employees may give advice or take action for their own accounts that may differ from, conflict with or be adverse to advice given or action taken for our clients. These activities may adversely affect the prices and availability of other securities held by or potentially considered for purchase by our clients. We and/or our affiliates may, from time to time, offer one or more Investors, Investors in other clients, and/or other third-party investors the opportunity to co-invest with the Funds in particular investments. We and our affiliates are not obligated to arrange co-investment opportunities, no Investor will be obligated to participate in such an opportunity, and we may offer co-investment opportunities only to certain of the persons referenced above in our sole discretion. We and our affiliates have sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to a particular Investor and may allocate co-investment opportunities instead to Investors in other client vehicles or to third parties. If we determine that an investment opportunity is too large for the Funds, we and our affiliates

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may, but will not be obligated to, make proprietary investments therein. We or our affiliates may receive fees and/or allocations from co-investors, which may differ as among co-investors and also may differ from the fees and/or allocations borne by the Funds. Other terms and rights applicable to such co-investors (including without limitation, withdrawal rights, information rights and the terms related to the particular structure of any co-investment vehicle) may also differ from the terms and rights applicable to Investors as well as among coinvestors. Conflicts of Interest Created by Contemporaneous Trading Investment advisers that manage accounts for multiple clients have a number of obligations governing their allocation of orders and their ability to aggregate trades across clients. To the extent we have multiple clients that are both investing in the same securities, we will allocate investment opportunities to those clients on a fair and equitable basis, to the extent practical and in accordance with clients’ applicable investment strategies, over a period of time. Investment opportunities will generally be allocated among those clients for which participation in the respective opportunity is considered appropriate.

Best Execution In selecting an appropriate broker-dealer to effectaffect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration relevant factors, including, but not limited to, price quotes; the size of the transaction; the nature of the market for the security; the timing of the transaction; the difficulty of execution; the broker or dealer’s expertise in the relevant market or sector; the extent to which the broker or dealer makes a market in the security or has access to such market; the broker or dealer’s skill in positioning the relevant market; the broker or dealer’s facilities, reliability, promptness and financial stability; the broker or dealer’s reputation for diligence and integrity (including in correcting errors); confidentiality considerations; the quality and usefulness of research products and services and investment ideas presented by the broker or dealer; and other factors deemed appropriate by the Firm. Soft Dollars

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The use of brokerage commissions to obtain research and brokerage products and services creates a conflict of interest between the Investment Manager and the Funds. This may result in the Funds paying higher brokerage commissions than might be paid if transactions were effectedaffected through brokers that do not provide such services. To the extent that the Investment Manager is able to acquire these research and brokerage products and services without expending its own resources or at reduced prices, the Investment Manager’s use of “soft-dollars” would tend to increase its profitability. Such research and brokerage products and services may also be used by the Investment Manager in its other investment activities, and therefore, the Funds may not, in any particular instance, be the direct or indirect beneficiary of the research and brokerage products and services provided. In addition, the availability of these non-monetary benefits may influence the Investment Manager to select one broker rather than another to perform services for the Funds. Although the Investment Manager does not anticipate that it will generate a significant amount of “soft dollars”, to the extent it does, it is anticipated that the use of commissions or “soft dollars” to pay for research and brokerage products and services will fall within the safe harbor created by Section 28(e) of the Exchange Act.

Brokerage for Client Referrals Neither Hill City nor any related person receives client referrals from, or pays compensation for client referrals to, any broker-dealer or third party. Separately, and subject to our best execution obligations, capital introduction services and marketing assistance provided by a broker-dealer with respect to Investors in the Funds may be considered as one of many factors when selecting broker-dealers to execute transactions on behalf of the Funds. Directed Brokerage We do not recommend, request, or require that a client direct us to execute transactions through a specified broker-dealer.

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Quarterly unaudited account statements for the Hill City Funds; Schedule K-1 (where applicable) as soon as practicable after the fiscal year-end; and Audited Fund financial statements.

Upon completion of the relevant Fund’s annual audit, we will ensure that the Fund’s audited financials are distributed to Investors within 120 days of such Fund’s fiscal year end. In addition, Hill City has engaged “qualified custodians” (as defined in the Custody Rule) to hold the assets of the Funds that must be held with a qualified custodian pursuant to the Custody Rule. These qualified custodians do not send statements to Investors in the Funds.

Generally, Investors may not direct our vote in a particular solicitation. Conflicts of interest may arise between the interests of our clients and us or our affiliates. If we determine that we may have, or be perceived to have, a conflict of interest when voting Proxies, we will vote in accordance with our Proxy voting policies and procedures. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.