BTG PACTUAL ASSET MANAGEMENT US , LLC

Form ADV Part 2A | March 31, 2026 ITEM 1: COVER PAGE FORM ADV PART 2A FIRM BROCHURE BTG Pactual Asset Management US, LLC 601 Lexington Avenue, 57th Floor New York NY 10022 March 31, 2026 https://www.btgpactual.com/ This Brochure provides information about the qualifications and business practices of BTG Pactual Asset Management US, LLC and BTG Pactual Timberland Investment Group, LLC (collectively "BTG" or the "Adviser"). If you have any questions about the contents of this Brochure, please contact us at 212-293-4600. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission ("SEC") or by any state securities authority. BTG may refer to itself as a "registered investment adviser" or "RIA". You should be aware that registration with the SEC or a state securities authority does not imply a certain level of skill or training. Additional information about BTG is also available on the SEC's website at www.adviserinfo.sec.gov. You can search this website by a unique identifying number, known as a CRD number. BTG’s CRD number is 152538. 1  ITEM 2: MATERIAL CHANGES The last update of this Brochure was issued by BTG Pactual Asset Management US, LLC on August 7, 2025. This Brochure contains the following changes to our prior Brochure. • As of December 2025, the Firm’s new Chief Compliance Officer is Dagmara Frankowska. • Item 4: The Background section was updated to identify a change in the Adviser’s ownership. As of January 1, 2026, the Adviser is a wholly owned subsidiary of BTG Pactual Bancorp, LLC, a bank holding company, and an indirect subsidiary of Banco BTG Pactual S.A. (“Banco BTGP”), a Brazilian investment bank. • Item 4: The Participation in Wrap Fee Program section was updated to include a reference to the Portfolio Manager Program (PMP), the discretionary Wrap Fee Program offered by BTG Pactual Asset Management US, LLC. • Item 10: The Material Business Relationships with Certain Related Persons section was updated to reflect changes in BTG’s affiliated entities. In particular, BTG Pactual Bank, NA is a new US-domiciled insured depository institution that provides traditional banking products and services. • Item 11: Conflicts of Interest was updated to include a description of how conflicts are mitigated with respect to the independent appraisal process for an open-ended real asset fund managed by BTG Pactual Timberland Investment Group, LLC. 2  Important Note about this Brochure This Brochure is not: • an offer or agreement to provide advisory services to any person, • an offer to sell interests (or a solicitation of an offer to purchase interests) in any fund, • a complete discussion of the features, risks or conflicts associated with any fund or advisory service, or to be relied on in determining whether to invest or establish an advisory relationship. • As required by the Investment Advisers Act of 1940, as amended ("Advisers Act"), BTG provides this Brochure to current and prospective clients and may also, in its discretion, provide this Brochure to current or prospective investors in private funds advised or sub-advised by BTG, together with other relevant offering materials (such as subscription agreements, offering memoranda, operating agreements or advisory contracts), prior to, or in connection with, such persons' establishment or consideration of an investment advisory relationship with BTG. Additionally, this Brochure is available through the SEC's Investment Adviser Public Disclosure website. Although this publicly available Brochure describes investment advisory services and products of BTG, persons who receive this Brochure (whether or not from BTG) should be aware that it is designed solely to provide information about BTG as necessary to respond to certain disclosure obligations under the Advisers Act. As such, more complete information about each Advisory Client, as well as BTG's investment advisory services, is included in relevant offering materials or investment management agreements, which are provided to current and eligible prospective investors only by BTG or an Administrator or Placement Agent. To the extent that there is any conflict between discussions herein and similar or related discussions in any offering materials, the relevant offering materials shall govern and control. 3  ITEM 3: TABLE OF CONTENTS ITEM 1: COVER PAGE ...................................................................................................................... 1 ITEM 2: MATERIAL CHANGES .......................................................................................................... 2 ITEM 3: TABLE OF CONTENTS ......................................................................................................... 4 ITEM 4: ADVISORY BUSINESS .......................................................................................................... 5 ITEM 5: FEES AND COMPENSATION ............................................................................................. 10 ITEM 6: PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT .................................... 15 ITEM 7: TYPES OF CLIENTS ............................................................................................................ 16 ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS ........................ 16 ITEM 9: DISCIPLINARY INFORMATION .......................................................................................... 40 ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS ....................................... 41 ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ......................................................................................................... 44 ITEM 12: BROKERAGE PRACTICES ................................................................................................. 49 ITEM 13: REVIEW OF ACCOUNTS .................................................................................................. 53 ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION......................................................... 53 ITEM 15: CUSTODY ........................................................................................................................ 54 ITEM 16: INVESTMENT DISCRETION ............................................................................................. 54 ITEM 17: VOTING CLIENT SECURITIES ........................................................................................... 55 ITEM 18: FINANCIAL INFORMATION OF THE ADVISER ................................................................. 57 4  ITEM 4: ADVISORY BUSINESS Background BTG Pactual Asset Management US, LLC is a Delaware Limited Liability Company formed in 2011, which succeeded BTG Pactual US Asset Management Corp. founded in 2008. BTG Pactual Timberland Investment Group, LLC (collectively with BTG Pactual Asset Management US, LLC, the "Firm" or "BTG") was formed in 2013 to provide investment advisory services to funds, vehicles and managed accounts focusing on timberland and other assets derived from forest and land- use activities. BTG is a wholly owned subsidiary of BTG Pactual Bancorp, LLC, a bank holding company, and an indirect subsidiary of Banco BTG Pactual S.A. (“Banco BTGP”), a Brazilian investment bank. BTG's principal investment advisory business consists of the following activities: (i) acting as an adviser and sub-adviser to private funds; (ii) acting as an adviser to managed accounts (servicing individuals, high net worth individuals, trusts, businesses, institutions and estates) on both a discretionary and non-discretionary basis; (iii) providing advisory services to family offices from Latin America and the US; (iv) providing customized investment advisory solutions to clients through discretionary or non-discretionary investment advice on asset allocation, security selection, and risk management and (v) sponsoring wrap fee programs. The private funds, managed accounts, and clients of BTG Pactual Family Office, including our customized investment advisory solutions are the Firm’s "Advisory Clients". BTG also provides generic research products and services (“Research”) to Advisory Clients and other clients. Advisory Services BTG is an adviser to private funds and also provides both discretionary and non-discretionary investment advisory services to institutional and individual clients on an individually segregated account basis and within its wealth management group. Additionally, BTG Pactual Timberland Investment Group, LLC ("TIG"), a "relying adviser" of the Firm, provides investment advice to private funds and managed accounts focusing on investments in timberlands and other private markets. All investment advisory services (other than generic research) are based on each Advisory Client's individual needs, stated objectives and guidelines. Principal Investment Strategies BTG provides a wide range of both traditional and alternative investment products to both US and non-US investors. The private funds BTG advises seek to achieve their investment objectives through the use of a diverse range of strategies. These strategies may include, but are not limited to, those focused on (i) themes related to global macroeconomic conditions and strategies targeting specific countries or issuers, and (ii) obtaining equity-like returns in liquid and illiquid securities. The strategies that are currently part of the investment approach include, but are not limited to, fundamental equity long/short, currencies, merger arbitrage, event driven and special situations, corporate and sovereign debt, credit long/short, asset backed securities, global rates and foreign exchange, structured products and relative value equities. Investment decisions are based on both fundamental micro as well as macro analysis that include a review of the regional and global economic situation, asset flows and other macro indicators. 5  BTG also provides discretionary and non-discretionary investment advisory and wealth management services to individual and institutional investors located in the US and abroad. These advisory services (other than generic research) are tailored to each investor's needs and suitability. BTG Pactual Global Alternatives consists of TIG, BTG Pactual Strategic Capital and BTG Pactual U.S. Private Credit Investments. BTG Pactual Family Office provides personalized advisory services to a limited number of families from Latin America and the US, and it also includes BTG’s Customized Investment Advisory Solutions offering described in Item 4. TIG is a manager of sustainable forestry assets primarily located in the U.S. and Latin America. As an investment adviser and asset manager, TIG and its affiliates are responsible for sourcing potential investments, conducting research and due diligence on potential investments, analyzing investment opportunities, structuring investments, and monitoring and managing investments on behalf of its Advisory Clients. TIG and/or its affiliates also provide certain property management and administrative services to Advisory Clients or arrange for services to be provided by a third party. In general, the objective of TIG's investment advisory services is to optimize the value of managed assets through market analysis and active management. BTG Pactual Strategic Capital focuses on asset-oriented businesses. The strategy deploys a “credit focused” underwriting when evaluating new investment opportunities, which fall into two main categories: defensive equity investments and structured capital solutions. The strategy targets investments with asset-orientation and cash flow generation to mitigate downside risks. The investment strategy aims to generate risk-mitigated returns throughout various economic cycles by focusing on defensive elements, such as structural downside protections, and preserving opportunities to capture upside potential and value. BTG Pactual U.S. Private Credit Investments focuses on opportunistic U.S. middle market private credit. Specifically, its purpose is to identify, acquire, hold, manage and dispose of investments primarily in privately negotiated secured debt investments in middle market companies and in traded debt. BTG believes that the strategy pursues idiosyncratic or complex opportunities that may be overlooked by other lenders due to mandate, skill, or capital constraints. The strategy targets investments in companies in transition, growth, stress, or distress using customized finance solutions. BTG also serves as the investment adviser to a private fund structure established to facilitate BTG Pactual Family Office clients’ access to private equity and private credit funds through a limited partnership structure. 6  Tailored Advice and Client-Imposed Restrictions Each Advisory Client managed by BTG has its own investment objectives, strategies and restrictions. Certain Advisory Clients may focus on a narrow investment strategy while others may pursue a broader investment strategy. BTG prepares governing documents with respect to each Advisory Client that contain more detailed information, including a description of the investment objectives and strategy or strategies employed and related restrictions. The governing documents include, but are not limited to, offering memorandums, investment management agreements or sub-advisory agreements depending on the type of Advisory Client ("governing documents"). When deemed appropriate, BTG has established, and may in the future establish, managed accounts, which (i) tailor their investment objectives, guidelines, and restrictions to specific private funds and/or (ii) are subject to objectives, guidelines, and restrictions, terms and/or fees different from those of the private funds. Such investment objectives, fee arrangements and terms have been and will be individually negotiated. While managed accounts may be reasonably tailored based on the individual needs of an Advisory Client, as agreed to with BTG, the private funds may not be tailored to meet the individualized investment needs of any particular investor. An investment in a private fund does not create a client-adviser relationship between BTG and an investor. Further discussion of the strategies, investments and risks associated with all Advisory Clients is included in the governing documents. Current and prospective investors must consider whether a particular private fund or advisory relationship is appropriate to their own circumstances based on all relevant factors including, but not limited to, the investor's own investment objectives, liquidity requirements, tax situation and risk tolerance. Prospective investors are strongly encouraged to undertake appropriate due diligence, including but not limited to a review of relevant offering materials and governing documents and the additional details about BTG's investment strategies, methods of analysis and related risks in Item 8 of this Brochure, before making an investment decision. Customized Investment Advisory Solutions (BTG Pactual Family Office) BTG offers investment advisory services to high net worth individuals, family groups, trusts, businesses, institutions, estates, non-US mutual funds and pension funds. BTG serves as a fiduciary to Advisory Clients, as defined under the applicable laws and regulations. BTG provides customized investment advisory solutions for its Advisory Clients. This is achieved through continuous personal Advisory Client contact and interaction while providing discretionary or non- discretionary investment advisory and management services. BTG works closely with each Advisory Client to identify their investment goals and objectives as well as risk tolerance and financial situation in order to determine a portfolio strategy. 7  Internal Investment Management BTG will place Advisory Client assets in primarily diversified exchange-traded funds (“ETFs”) and mutual funds to achieve the Advisory Client’s investment goals. BTG may also utilize alternative investments, structured products, real estate investment trusts and derivatives instruments to meet the needs of its Advisory Clients or retain certain legacy investments based on portfolio fit and/or tax considerations. Certain Advisory Clients will also be invested in vehicles managed by BTG or an affiliated advisor, such as offshore SICAV funds, private funds, or Actively Managed Certificates ("AMC"). An AMC is a vehicle that combines the features of actively managed funds and structured products, offering a solution to access a professionally managed portfolio through a single instrument. The AMCs purchased for Advisory Clients are managed by BTG or an affiliate. The use of affiliated vehicles will be based on the appropriateness for the Advisory Client's objectives. Refer to Item 5 below for more information regarding the fees associated with these investments. From time to time, BTG will place Advisory Client assets in individual stocks and bonds based upon the specific strategy requested by, or developed for, the Advisory Client. BTG’s investment approach is primarily long-term focused, but BTG may buy, sell or re-allocate positions that have been held for less than one year to meet the objectives of the Advisory Client or due to market conditions. BTG will construct, implement and monitor the portfolio to ensure it meets the goals, objectives, circumstances, and risk tolerance agreed to by the Advisory Client. Each Advisory Client can place reasonable restrictions on the types of investments to be held in their respective portfolio, subject to acceptance by BTG. BTG evaluates and selects investments for inclusion in Advisory Client portfolios after determining its appropriateness to the client’s objectives and risk tolerance. BTG may recommend, on occasion, redistributing investment allocations to diversify the portfolio. BTG may recommend specific positions to increase sector or asset class weightings. BTG may also recommend employing cash positions as a possible hedge against market movement. BTG may recommend selling positions for reasons that include, but are not limited to, harvesting capital gains or losses, business or sector risk exposure to a specific security or class of securities, overvaluation or overweighting of the position[s] in the portfolio, change in risk tolerance of the Advisory Client, generating cash to meet Advisory Client needs, or any risk deemed unacceptable for the Advisory Client’s risk tolerance. BTG may recommend derivatives strategies for the purposes of hedging or generating yield in the Advisory Client’s portfolio. All Advisory Client assets will be managed within the designated account[s] at custodians designated by the Advisory Client and pursuant to the terms of the advisory agreement. 8  Use of Sub-Advisors BTG may periodically recommend and refer Advisory Clients to money managers or investment advisors at BTG’s discretion or the Advisory Client’s request if it is expected that doing so would benefit the Advisory Client. BTG will remain your primary adviser and oversee the Advisory Client’s investment allocation[s] and overall investment performance. The Advisory Client will be provided with the sub-advisor’s Form ADV 2A (or a brochure that makes the appropriate disclosures) and overall investment performance. While the sub-advisor will assume day-to-day investment management of the assets, BTG will be responsible establishing the Advisory Client’s investment objectives and recommending a sub-advisor’s investment strategy to meet those objectives. Research Services BTG offers generic research to a wide variety of clients. BTG’s research reports include, but are not limited to, analysis of the macro and micro economic regional environments, analysis of the different sectors of the economy and reports of companies’ business strategies and financial evolution. Research includes, but is not limited to, research reports produced by BTG analysts, financial models and access to research analysts in connection with research conferences and research reports. With respect to the generic research we provide, our research does not include any evaluation or recommendation by BTG of the investment guidelines or security selection for a client’s investment portfolio of the management of assets. Our generic research constitutes impersonal investment advice, and we have no liability whatsoever for any investment decision, or results thereof, that clients or any permitted user makes under or in connection with the use of our research or any information or data provided therein or otherwise obtained or derived therefrom. However, the limitation contained in this paragraph will not in any way constitute a waiver or limitation of any rights accorded to BTG’s clients under state or federal securities laws. Participation in Wrap Fee Program BTG offers discretionary and non-discretionary Wrap Fee Programs focused on investments that are intended to fit within an Advisory Client’s particular objectives, strategies and risk profile as described by each Advisory Client. BTG’s Wrap Fee Programs include the Portfolio Advisor Program (PAP), Portfolio Manager Program (PMP) and Unified Managed Account Program (UMA). The Wrap Fee Programs are intended to provide Advisory Clients with ongoing investment management services from both BTG-affiliated managers and non-affiliated managers. Wrap Fee Program accounts are managed based on particular investment strategies chosen by the Advisory Client. Such accounts may invest in equities, fixed income, funds, AMCs, options, structured products (e.g. illiquid alternatives), cash and/or cash alternatives. In contrast to commission or transaction-based accounts, the Wrap Fee Program is an investment management program that provides the Advisory Client with advisory and brokerage execution services for an inclusive fee which incorporates charges for advisory services, custody, clearing, transaction execution and account reporting. This fee is based on the net market value of the 9  assets in the account. For more information regarding the Wrap Fee Program, including the fee schedule and other important considerations, clients should refer to Appendix 1 to the BTG Pactual Asset Management US, LLC Form ADV Part 2A (Wrap Fee Program Brochure). Certain Wrap Fee Programs require the Advisory Client to maintain a minimum amount of assets for opening an account in that Wrap Fee Program. BTG may, in its discretion, waive or reduce the minimum account opening size for certain clients. Assets Under Management As of December 31, 2025, BTG managed or sub-advised approximately $29,717,389,137 in regulatory assets under management on a discretionary basis. BTG also managed approximately $390,500,326 on a non-discretionary basis. ITEM 5: FEES AND COMPENSATION Compensation Private Funds Management fees range up to 2% of assets under management and are, in general, payable at the beginning or after the end of each month or quarter. Fees are generally based on the market value of the securities and cash in the portfolio on the appraisal date of the account and with respect to certain timberland funds, include capital commitments and invested capital. The fees paid may differ based on account size, strategy and complexity. Performance fees range up to 20% of any increase of the asset value over and above a target percentage rate. All performance and management fees may vary depending upon investor, strategy and fund structure. Investment management and performance fees may be negotiable depending on product types. Fees differ from one private fund to another, as well as among investors in the same private fund. In certain cases, the rate of management fees and performance fees payable by an investor in a private fund will be lower the larger the size of the investment in such private fund made by such investor. Certain investors share in fee income earned by BTG through a management fee offset, and to the extent such investor is represented on an investor advisory committee which approves such fees, such interest may influence their decision as a member of such committee and create conflicts of interests with respect thereto. implementation of In addition to the management fee and performance fee, BTG or its affiliates receive fees related to property management services from timberland related funds, accounts or vehicles. Property management services customarily include the preparation and implementation of silvicultural prescriptions and other operational plans, property inspections, supervision of operational contractors, mapping, forest protection, quality control of forest operations, environmental licensing, forest certification services, harvest layout, marking and administration of timber sales, administration and inventory systems, administration and forest implementation of management information systems, administration and implementation of geographic information systems, and other fees associated with the management and operation of timberland assets. Generally, a fee schedule payable to BTG or its affiliate will be disclosed to 10  the appropriate investor advisory committee on a quarterly basis pursuant to the relevant governing documents. Managed Account Fees Part of the non-discretionary wealth management account fees are based on the revenue generated by the Advisory Clients with the custodian banks. A percentage of the revenues generated will typically be paid by the custodian banks to BTG at the end of each quarter. For discretionary wealth management accounts, Advisory Clients will pay management and performance fees to be agreed upon. Management and performance fees for other managed accounts are typically negotiated on an account by account basis and will vary depending upon account size, strategy and complexity. For wealth management managed accounts, all fees paid to BTG for advisory services are separate and distinct from the fees and expenses charged by affiliated and/or non-affiliated third-party service providers. In addition, wealth management Advisory Clients may incur separate and distinct fees and expenses when investing in affiliated and/or non-affiliated investments, which are outlined in the applicable governing documents. These separate fees and expenses include, but are not limited to, custodial fees, execution cost, management and performance fees and record-keeping costs. Advisory Client assets may also be subject to transaction fees, brokerage fees and commissions, redemption fees on mutual funds, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. The exact expenses paid by an Advisory Client will be further discussed in the relevant governing documents. In addition, the Adviser and its affiliates may also be eligible to receive distribution fees from certain mutual funds in connection with an Advisory Client account’s investment in certain share classes of such mutual funds (“12b-1 fees”). The possibility of the payment of 12b-1 fees to the Adviser or its affiliates presents a conflict of interest between the Adviser and its Advisory Clients’. However, to minimize the conflict of interest that may otherwise exist with respect to the selection of such mutual funds, the Adviser's policy requires it to select non-12b-1 fee paying share classes when available. In situations where the only share classes available of a selected mutual fund are share classes that pay 12b-1 fees, the Adviser will cause the Advisory Client to invest in the share class that pays the lowest 12b-1 fees and only if it is in the best interest of the Advisory Client to invest in such mutual fund. Customized Investment Advisory Solutions Fees In some instances, fees for BTG’s Customized Investment Advisory Solutions are negotiable based upon the types of assets included in an Advisory Client’s portfolio, the complexity and size of the portfolio, the services to be provided, and other factors including the nature of the Advisory Client’s objectives and risk parameters as determined via a client questionnaire that is completed by all incoming Advisory Clients of this service. The specific way fees are charged is established in an advisory agreement entered into between BTG and the Advisory Client. Certain Advisory Clients may request that fees be calculated and billed on a monthly or quarterly basis, payable in advance or in arrears. However, in no case does BTG require or solicit prepayment of fees six 11  months or more in advance. If Advisory Clients’ fee schedules and billing procedures differ from the general process described herein, it will be detailed in the Advisory Clients’ advisory agreements. According to the advisory agreements with certain clients, BTG will charge a performance fee in the manner described in Item 6 below. BTG charges fixed fees for specific projects. BTG generally uses the Advisory Client’s portfolio value, as shown in the “Daily Estimate” of the consolidated statement, as the starting point for computing an Advisory Client’s advisory fee. Then, in keeping with the advisory agreement (or other written documentation between the Advisory Client and their portfolio manager), the Firm will arrive at a final portfolio value upon which the Advisory Client’s advisory fee is calculated. The consolidated statement uses pricing data obtained and aggregated from Addepar, Bloomberg, the Advisory Client or the Advisory Client’s custodians, third-party fund managers, and other independent pricing services. The advisory fee is subject to a minimum monthly fee at BTG’s discretion. For advisory fees payable in arrears, fees are calculated based on the portfolio value as of the beginning of each month as calculated by BTG and payable within thirty (30) business days of the subsequent month. For certain Advisory Client accounts managed by the BTG Pactual Family Office team, fees are calculated based on an average daily balance of the account. Additionally, some of these Advisory Clients pay on a quarterly basis, while other Advisory Clients pay on a monthly basis in arrears. services may include, but are not limited to, bookkeeping BTG Pactual may also charge fixed fees for other arrangements with certain Advisory Clients. Fixed fees are determined on a case-by-case basis, depending on factors including, but not limited to, the nature and complexity of the services and the size of the asset base. Examples of services, fixed-fee administrative/assistant services, preparation of expense reports, the reconciliation of certain other accounts and personal lifestyle consulting and advisory services. Research Fees For the provision of Research, BTG generally charges either: (1) a fixed sum that covers all Research requested by a client; or (2) separate fees for discrete requests. Research fees are separate and distinct from the fees and compensation charged to clients for the provision of advisory services. Fees for the provision of Research are generally separately negotiated with each client and may vary depending on additional components or variations that are agreed upon by the client and BTG. 12  BTG Pactual Family Office Private Fund Feeder Currently, BTG will not charge any management fee for managing the private fund feeder vehicle managed by the BTG Pactual Family Office team, although such fees can be charged in the future with respect to specific future Investment Series (if there are to be any) as shall be set forth in the relevant Series Agreement. The Investment Manager will charge advisory fees to limited partners under the terms of their individual investment management agreements. Compensation, Redemption & Terminations Investor redemptions are subject to the vehicle or form of investment in which the assets are held. Managed account Advisory Clients may redeem with written notice to BTG according to redemption requirements set in the managed account agreements and the relevant governing documents. Investors in private funds may redeem by written notice to the private fund Administrator. Private fund investors are subject to redemption requirements as set forth in the governing documents, which typically limit redemptions to once a quarter with proper advance notice. Advisory agreements may be terminated according to the terms stated in the relevant governing documents. Billing Fees are automatically deducted from the private funds. Managed Accounts are either billed for fees incurred or will have the fees deducted directly, depending upon the terms of the governing documents. BTG’s clients are separately billed for the fees incurred for the provision of Research. With respect to the private funds, the management fee is generally payable at the beginning or after the end of each month or quarter. Investors in certain private funds who withdraw may not be refunded any portion of the management fee payable for that calendar month or quarter. With respect to managed accounts, management fees may be paid quarterly or monthly, in advance or in arrears, as agreed on with the Advisory Client. For Managed Accounts that are terminated prior to the end of the period, fees paid in advance will be refunded only if agreed to by the parties. For Advisory Client accounts implemented through a sub-advisor, the sub-advisor will assume responsibility for calculating the Advisory Client’s fees and deduct the investment advisory fee from the Advisory Client’s account[s]. Other Expenses Advisory Clients and investors will incur other expenses separate and apart from the Firm's investment management and performance fees. These expenses typically include custody fees, trading and brokerage service fees, other transaction fees, and/or other expenses associated with the private fund or investment vehicle in which assets are invested. When the private fund or investment vehicle is managed by BTG or an affiliate, BTG will generally earn additional compensation in the form of management fees paid by the vehicle. Please note that with respect to the GAB Access Fund LP, BTG or an affiliate will not receive management fees at the Access Fund level. 13  Expenses may also include, but are not limited to, fees, costs and expenses related to the developing, bidding on, evaluation, negotiating and structuring of investments as well as audit, printing, government filing, due diligence (including environmental and legal due diligence), market or environmental research, advisory, placement and consulting fees. Specific to investments in AMCs, Advisory Clients will pay additional fees related to the cost of structuring and trading the AMC. These fees are paid to the third-party entity structuring the AMC are reflected in its Net Asset Value (“NAV”). BTG and its affiliates do not receive any additional fees specific to the Advisory Client's investment in the AMC. The exact expenses paid by an investor will be further discussed in the relevant governing documents as well as disclosures accompanying any investment. Advisory Clients invested in ETFs, mutual funds and Actively Managed Certificates (AMCs) do not pay BTG any separate investment advisory fees apart from their standard advisory fees. Cash Sweeps Pershing LLC (“Pershing”) clears all U.S. securities transactions for the Firm’s affiliated broker- dealer, BTG Pactual US Capital, LLC. Pershing serves as a custodian to Advisory Clients in the firm’s wealth management business who maintain their account via the Pershing platform at the Firm. These Advisory Clients may have the option to have their cash balances automatically swept into a money market mutual fund offered by Pershing. Generally, the money market sweep products available to Advisory Clients with lower account balances (generally under $500,000) will pay BTG or its affiliated broker/dealer, BTG Pactual US Capital, LLC, a rebate based on the balances held in the money market fund. Pershing limits the number of money market fund options available for this sweep feature. To address this conflict of interest associated with the rebate, portfolio managers will not receive any additional compensation based on the amount of funds kept in a money market fund and will select the option that is most appropriate and available to the Advisory Client. For cash balances not currently swept into a money market fund, BTG Pactual US Capital, LLC receives a rebate from Pershing. In addition to the rebate fee, BTG also receives a fee representing a percentage of all net new money introduced to Pershing. As such, the Firm has a financial incentive to select Pershing over other qualified custodians to provide clearing services and custody for its wealth management business. To mitigate this conflict, the Firm has adopted policies and procedures reasonably designed to ensure that the continued use of Pershing to provide clearing services and custody is in the best interest of the Firm’s clients. Sales-based Compensation The Adviser and its Staff Members do not accept additional compensation for the sale of securities, except as described above. Wrap Fee Program Fees As indicated in Item 4 above, Advisory Clients investing through any of the Wrap Fee Programs pay an inclusive fee which incorporates charges for advisory services, custody, clearing, 14  transaction execution and account reporting. Notwithstanding such, Advisory Clients may still incur additional expenses not covered by a Wrap Fee Programs’ fees. For additional information regarding Wrap Fee Program fees, please refer to Appendix 1 to the BTG Pactual Asset Management US, LLC Form ADV Part 2A (Wrap Fee Program Brochure). ITEM 6: PERFORMANCE BASED FEES AND SIDE-BY-SIDE MANAGEMENT The Firm charges some investors performance fees, i.e. a fee based on a share of capital gains on or capital appreciation of the investor's assets under management. Performance-based compensation may create an incentive for the Firm to make investments that are riskier or more speculative than would be the case in the absence of the performance-based compensation. In addition, the performance on which performance-based compensation, with respect to certain Advisory Clients, is calculated will include unrealized appreciation and depreciation of investments that may not ultimately be realized. Advisory Clients who receive advisory services under BTG’s Customized Investment Advisory Solutions may also be charged performance fees depending on the specifics of their investment management agreement. Performance fees may be calculated as a percentage of the account’s absolute performance, or the account’s returns as measured against asset class specific benchmarks. As discussed in more detail in Item 11, co-investment opportunities are allocated in accordance with BTG's written policies and procedures, taking into account applicable provisions of the Advisory Client's governing document (such as the investment management agreement in the case of a separate account). In allocating investment opportunities, there could be incentives to favor Advisory Clients with higher potential performance fees or carried interest allocations over Advisory Clients with lower potential performance fees or carried interest allocations. The possibility of a conflict of interest exists in that BTG's principal owners, officers, Staff Members and their related persons may also invest directly in one or more of the private funds. They may have an incentive to allocate more profitable investments to Advisory Clients in which they and their related persons have investments or to trade the portfolios of those Advisory Clients first. To attempt to address these conflicts of interest, BTG has adopted policies and procedures on equitable trade allocation and aggregation. To the extent a particular investment is suitable for more than one Advisory Client, such investments may be allocated among such Advisory Clients pro rata based on assets under management or capital commitments or in some other manner that BTG determines is fair and equitable under the circumstances to all affected Advisory Clients. However, notwithstanding the foregoing, investment opportunities suitable for more than one Advisory Client may nonetheless be allocated solely to one Advisory Client or disproportionately among Advisory Clients. Please see Item 12 for more information on BTG's trade aggregation policies. 15  ITEM 7: TYPES OF CLIENTS BTG provides investment advisory services to private investment funds, organized as limited partnerships, limited liability companies, or other legal entities, in which investors are accredited investors or qualified purchasers. These private funds are not registered under federal securities laws and typically utilize sophisticated investment strategies and proprietary investment models. In addition, BTG provides discretionary and non-discretionary investment advisory services and Research to clients on an individually managed account basis and within its wealth management group. The Firm's managed accounts may include pension funds, insurance companies, banks, foundations, endowments, trusts, estates, family offices, individuals, proprietary accounts, BTG affiliates and other institutions. Investors in the collective investment vehicles primarily include US and non-US individuals, estates, charitable organizations, banks and corporations. The minimum dollar amount of assets ordinarily required for the establishment of an investment adviser account is $250,000. For investment adviser accounts that provide the client with more customization of their respective portfolio, the minimum dollar amount is $3,000,000. Smaller accounts may be accepted on an accommodation basis or when it is deemed likely that the minimum dollar size will be achieved within a reasonable period of time or in conjunction with other accounts. Advisory Clients of the Firm’s Customized Investment Advisory Solutions generally will require higher minimums depending on the type of services to be provided. Smaller accounts may be accepted on an accommodation basis or when it is deemed likely that the minimum dollar size will be achieved within a reasonable period of time or in conjunction with other accounts. ITEM 8: METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS including the private fund's offering document and Methods of Analysis & Investment Strategies A dual top-down and bottom-up approach is utilized to identify investment opportunities. Investment decisions are based on both micro and macro analysis of the local, regional and global economic environment, asset flows and other indicators. More information is provided in each investment governing document management agreement. Investors should read the governing documents carefully before investing. investments The Firm seeks to generate absolute returns for its Advisory Clients by investing in a wide range of investment vehicles, including both traditional and alternative investment products. Some of these include U.S. Treasuries, asset-backed securities (“ABS”), consumer loans, swaps, bonds, and equities, which may be issued and guaranteed by a U.S. government sponsored entity (“GSE”) or be issued by an entity other than a GSE. The Firm may also employ strategies primarily focusing on purchasing equity or equity-like securities (i.e. privately-negotiated investments in in publicly-listed companies, privately-held companies; privately-negotiated purchases of liquid, publicly traded equity securities; and highly negotiated, complex capital structure investments), comprising non-controlling, minority stakes in order to generate long- 16  term capital appreciation. Investors are encouraged to read the prospectus or other offering documents of each fund or investment vehicle, which contains important information about the investment strategies, methods of analysis and risks of each fund or account, before investing. BTG’s Customized Investment Advisory Solutions provides advice and utilizes exchange- listed securities, exchange traded funds (including inverse and leveraged), corporate debt securities, commercial paper, United States government securities, option contracts on securities, and interests in private equity, partnerships investing in real estate, commodities, mutual funds and hedge funds depending on the Advisory Client’s investment objectives and goals. The investment strategies used to implement any investment advice given to Customized Investment Advisory Solutions Advisory Clients include long term purchases (securities held at least one year), short term purchases (securities sold within one year), and tactical strategies (securities purchased and sold within 30 to 90 days). With respect to non-US fixed income mutual funds managed under the Firm’s Customized Investment Advisory Solutions, the Firm relies on credit reports from credit agencies, third-party research reports, prospectuses, annual reports, SEC filings, and Bloomberg analytical tools. The Firm does not independently verify the information reviewed from these reports and vendors. BTG Pactual Global Alternatives’ investment strategies (inclusive of TIG, BTG Pactual Strategic Capital and BTG Pactual U.S. Private Credit Investments) include investing on behalf of its Advisory Clients in (i) natural resource assets, including timberland, carbon credits, and other environmental assets derived from sustainable forest and land-use activities; (ii) private equity, real assets, credit, and distressed assets; and (iii) private credit focused on idiosyncratic, secured loans within the U.S. middle and lower middle market. With respect to the timberland funds and managed accounts, TIG's principal investment strategy involves investments in timberland primarily located in the United States and Latin America. Through its management and expertise, such assets are developed and cultivated with an aim to maximize the value of the investment. Private equity and private credit investments are primarily located in the United States. TIG's objective is to optimize the value of its Advisory Clients' assets through active management and market analysis. Accordingly, TIG sources potential investments, conducts research and due diligence on potential investments, analyzes investment opportunities, structures investments, and monitors and manages investments on behalf of its Advisory Clients. In addition, it obtains information on investments, including but not limited to, site quality, market values of environmental externalities, species growth and yield, costs of forest establishment, tending and harvesting, markets for environmental assets and wood products through its own independent research and through its contacts with industry experts. TIG prepares acquisition models that project the value of a potential investment over the anticipated length of the investment as well as targeted return for such investment. As part of its methods of analysis, it conducts due diligence to verify land title, forest area, compliance with 17  environmental, health and safety, employment, security and taxation laws and regulations and market assumptions. With respect to Research, BTG and its affiliates’ approach to research analysis is based on fundamental analysis, which analyzes the economic fundamentals of the business being analyzed and forecasts that business’ future cash flows. BTG provides Research based on public information made available by companies, regulators, business associations and other public data sources. BTG also collects information from data suppliers, clients and public conferences. BTG also uses technical and cyclical analysis methods. Material Risks Associated with the Investment Strategies Investing in securities in general involves risk of loss that investors should be prepared to bear. Each private fund and managed account have risks, which are specific to its particular investment strategies. Investors are advised to review the applicable governing documents for additional information on the risks of investing in an Advisory Client. These investments are appropriate for only experienced and sophisticated persons who meet certain eligibility criteria, are able to bear the risk of loss of some or all of an investment, and have a limited need for liquidity. Generally, however, investors in BTG managed private funds or managed accounts may be exposed to the following risks: Risks of Investments in Securities Generally All securities investments risk the loss of capital. No guarantee or representation is made that the investment program will be successful. The investment program may involve, without limitation, risks associated with limited diversification, leverage, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in Advisory Client's activities. Certain investment techniques of the Advisory Client can, in certain circumstances, magnify the impact of adverse market moves to which the Advisory Client may be subject. In addition, the Advisory Client's investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where the Advisory Client may invest its assets. The Advisory Client's methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Emerging Markets Risks The Advisory Clients may invest in issuers or properties located or doing substantial business in emerging market countries. Because of less developed markets and economies and, in some countries, less mature governments and governmental institutions, the risks of investing in securities of issuers domiciled or doing substantial business in emerging market countries can be intensified. These risks include: high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high 18  concentration of investors and financial intermediaries; political and social uncertainties; overdependence on exports, especially with respect to primary commodities, making these economies vulnerable to changes in commodity prices; overburdened infrastructure and obsolete or unseasoned financial systems; environmental problems; less developed legal systems; and less reliable custodial services and settlement practices. Investments in these markets or denominated in non-U.S. currencies also pose currency exchange risks (including blockage, devaluation and non-exchangeability) as well as a range of other potential risks which could include, depending on the country involved, expropriation, confiscatory taxation, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding non-U.S. issuers and non-U.S. companies may not be subject to accounting, auditing and financial reporting standards and requirements comparable to or as uniform as those of U.S. companies. Further, non-U.S. securities markets may not be as liquid as U.S. markets. Transaction costs of investing outside the U.S. are generally higher than in the U.S. Higher costs result because of the cost of converting a foreign currency to dollars, the payment of fixed brokerage commissions on some foreign exchanges and the imposition of transfer taxes or transaction charges by non-U.S. exchanges. There is generally less government supervision and regulation of exchanges, brokers and issuers than there is in the U.S. and there is greater difficulty in taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, thereby creating substantial delays and settlement failures that could adversely affect an Advisory Client's performance. Market Volatility The profitability of the Advisory Client depends on the Firm correctly assessing the future price movements of bonds, other financial instruments and the movements of interest rates and other market indicators. There is no guarantee that the Firm will be successful in accurately predicting those prices and interest rate movements. In particular, the Advisory Clients may be materially and adversely affected even if the Firm correctly evaluates the intrinsic or fundamental value of its portfolio investments if the overall fixed income market experiences dramatic reversals or swings in volatility. Any such market behavior will be especially difficult for an Advisory Client if it is significantly leveraged at such time or is in the process of honoring substantial withdrawals. Limited Diversification In the normal course of making investments on behalf of an Advisory Client, the Adviser may, but is not obligated to, diversify their investments. However, the Advisory Client's portfolios could become significantly concentrated, for example, in any one issuer, industry, sector, strategy, country or geographic region, and such concentration of risk may increase any losses suffered by the Advisory Client. In addition, it is possible that the Adviser may select investments that are concentrated in a limited number or type of financial instruments. This limited diversity could expose the Advisory Client to losses disproportionate to market movements in general if there are disproportionately greater adverse price movements in those financial instruments. 19  Leverage and Financing Risk The Advisory Clients may leverage their capital because the Adviser believes that the use of leverage may enable the Advisory Clients to achieve a higher rate of return. Accordingly, the Advisory Clients may pledge their securities in order to borrow additional funds for investment purposes. The Advisory Clients may also leverage their investment return with options, short sales, swaps, forwards and other derivative instruments. The amount of borrowings which the Advisory Clients may have outstanding at any time may be substantial in relation to their capital. While leverage presents opportunities for increasing total returns, it has the effect of potentially increasing losses as well. Accordingly, any event which adversely affects the value of an investment would be magnified to the extent the investment is leveraged. The cumulative effect of the use of leverage by the Advisory Clients in a market that moves adversely to its investments could result in a substantial loss to the Advisory Clients, which would be greater than if the Advisory Clients were not leveraged. In general, the anticipated use of short-term margin borrowings results in certain additional risks to the Advisory Clients. For example, should the securities pledged to brokers to secure the Advisory Clients' margin accounts decline in value, the Advisory Clients could be subject to a "margin call," pursuant to which the Advisory Clients must either deposit additional funds or securities with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Advisory Clients' assets, the Advisory Clients might not be able to liquidate assets quickly enough to satisfy their margin requirements. The Advisory Clients may enter into repurchase and reverse repurchase agreements. When the Advisory Clients enter into a repurchase agreement, it "sells" securities issued by the U.S. or a non-U.S. government, or agencies thereof, to a broker-dealer or financial institution, and agrees to repurchase such securities for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, the Advisory Client "buys" securities issued by the U.S. or a non-U.S. government, or agencies thereof, from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Advisory Clients, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Advisory Clients involves certain risks including that the seller under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities. Disposing of the security in such case may involve costs to the Advisory Clients. Exchange Rate Exposure A substantial portion of Advisory Client assets may be invested in the securities of non-U.S. issuers listed on non-U.S. exchanges and denominated in non-U.S. currencies. The Advisory Clients, however, generally value their securities and other assets in U.S. Dollars and any management fees and performance fees are paid in U.S. Dollars. Although the Advisory Clients have the authority to hedge its non-U.S. Dollar positions through currency hedging transactions, it will not necessarily do so. If an Advisory Client does hedge, there is no guarantee that such hedging activities will be successful. To the extent unhedged, the value of the Advisory Client's positions in non-U.S. investments will fluctuate with the U.S. Dollar exchange rate. In such cases, an increase in the value of the U.S. Dollar compared to the other currencies in which the Advisory Client holds investments will reduce the value of these non-U.S. investments, which may result 20  in a loss to the Advisory Client. The Advisory Client intends to hedge shares denominated in Euros and Reals against exchange rate exposure and may hedge all shares against such exposure. All profits and losses associated with such hedging activities (including fees and expenses associated with such activities) will be allocated to the applicable class of shares. However, to the extent that such class of shares is unable to bear the fees and expenses associated with such hedging activities, the holders of other classes of shares may bear such fees and expenses. Hedging Transactions The Advisory Clients may utilize financial instruments, both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of the Advisory Client's investment portfolios resulting from fluctuations in the securities markets and changes in interest rates; (ii) protect the Advisory Client's unrealized gains in the value of its investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or gains on any investment in the Advisory Client's portfolios; (v) hedge the interest rate or currency exchange rate on any of the Advisory Client's liabilities or assets; (vi) protect against any increase in the price of any securities the Advisory Client anticipates purchasing at a later date; or (vii) for any other reason that the Adviser deems appropriate. The Advisory Client will not be required to hedge any particular risk in connection with a particular transaction or its portfolios generally and if the Advisory Client does hedge, there is no guarantee that such hedging activities will be successful. Short Selling Short selling involves selling securities, which are not owned by the short seller, and borrowing them for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the seller to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which an Advisory Client engages in short sales will depend upon the Adviser's investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Advisory Client of buying those securities to cover the short position. There can be no assurance that the Advisory Client will be able to maintain the ability to borrow securities sold short. In such cases, the Advisory Client can be "bought in" (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. For example, historically the SEC has ordered a temporary ban on short-selling the stocks of certain mortgage finance companies and investment banks. The SEC and/or other global regulatory authorities may enact similar orders and restrictions at any time, which may affect the Advisory Client's ability to engage in short selling. There can be no assurance that the Advisory Client will not be subject to such orders and restrictions in the future. 21  Counterparty Risk Some of the markets in which the Advisory Clients may effect transactions are "over-the-counter" or "interdealer" markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of "exchange-based" markets. This exposes the Advisory Clients 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 Advisory Clients to suffer a loss. Such "counterparty risk" is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Advisory Clients have concentrated their transactions with a single or small group of counterparties. Advisory Clients are not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. Moreover, the Advisory Clients' internal credit functions, which evaluate the creditworthiness of its counterparties, may prove insufficient. The lack of a complete and "foolproof" evaluation of the financial capabilities of the Advisory Clients' counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Advisory Clients. Liquidity Risks Under certain market conditions, such as during volatile markets or when trading in a security or market is otherwise impaired, the liquidity of an Advisory Client's portfolio positions may be reduced. During such times, the Advisory Client may be unable to dispose of certain assets, which would adversely affect its ability to rebalance its portfolios or to meet redemption requests. In addition, such circumstances may force the Advisory Client to dispose of assets at reduced prices, thereby adversely affecting its performance. If there are other market participants seeking to dispose of similar assets at the same time, the Advisory Client may be unable to sell such assets or prevent losses relating to such assets. Furthermore, if the Advisory Client incurs substantial trading losses, the need for liquidity could rise sharply while its access to liquidity could be in conjunction with a market downturn, the Advisory Client's impaired. In addition, counterparties could incur losses of their own, thereby weakening their financial condition and increasing the Advisory Client's credit risk to them. Equity Securities The Advisory Clients' investment portfolios may include long and short positions in equity securities of U.S. and non-U.S. listed companies. Equity securities fluctuate in value in response to many factors, including, among others, the activities and financial condition of individual companies, the business market in which individual companies compete, 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 Advisory Clients. Distressed Securities Advisory Clients may invest in "below investment grade" securities and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or 22  negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganization and liquidation proceedings. These securities are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Such investments may also be adversely affected by laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and the bankruptcy court's power to disallow, reduce, subordinate or disenfranchise particular claims. Such companies' securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. In addition, there is no minimum credit standard that is a prerequisite to the Advisory Clients' investments in any instrument, and a significant portion of the obligations and securities in which the Advisory Clients invest may be less than investment grade. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that the Adviser will correctly evaluate the value of the assets collateralizing the Advisory Clients' investments or the prospects for a successful reorganization or similar action. In any reorganization or liquidation proceeding relating to a company in which Advisory Clients invest, the Advisory Clients may lose their entire investment, may be required to accept cash or securities with a value less than their original investment and/or may be required to accept payment over an extended period of time. Under such circumstances, the returns generated from the Advisory Clients' investments may not compensate the shareholders adequately for the risks assumed. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Advisory Clients of the security in respect to which such distribution was made. In certain transactions, the Advisory Clients may not be "hedged" against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated. Risks Related to Investments in RMBS Positions RMBS are generally securities backed by mortgages on real property or interests therein having a residential use. RMBS are subject to particular risks, including a lack of standardized terms, uncertainty of payments of principal and interest, and illiquidity of secondary markets. Additional risks may be presented by the type and use of a particular residential property. Principal and interest payments on residential mortgages are uncertain and are subject to various risks including: changes in general or local economic conditions and/or specific industry segments; declines in real estate values; availability of financing; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; acts of God; terrorist threats, attacks, social unrest and civil disturbances. The exercise of remedies and successful realization of liquidation 23  proceeds relating to RMBS securities may be highly dependent on the performance of the servicer or special servicer. There may be a limited number of special servicers available, particularly those that do not have conflicts of interest. Limited Liquidity An investment in the shares of an Advisory Client provides limited liquidity. Shares are not freely transferable and an investor generally may only redeem its shares upon giving written notice according to the governing documents. Further, a Board of Directors of a private fund or other similar management party, according to the relevant governing documents, may suspend any one or more of (a) determination of Net Asset Value, (b) subscriptions for shares, (c) redemptions and/or (d) payments (in whole or in part) of any amounts due to redeeming investors when, among other things the disposal of part or all of the Advisory Clients' assets and liabilities, or the determination of Net Asset Value, in the opinion of the Board of Directors or other similar party would not be reasonably practicable or would be seriously prejudicial to the investors who are not redeeming. The Board of Directors, acting upon the recommendation of the Adviser, may postpone a redemption date if, among other things, the Adviser or the Board of Directors believes that it is not reasonably practicable to value a material portion of the Advisory Client's assets. In each case, the General Partner may make similar determinations with respect to any master fund. The payment of redemption proceeds by any feeder fund is subject to the feeder fund's receipt of sufficient proceeds from the master fund. An investment in the shares is suitable only for sophisticated investors that do not need liquidity with respect to their investment. Illiquid Portfolio Instruments Although not central to its investment strategy, Advisory Clients may invest part of their assets in investments in illiquid funds or securities, or funds or securities that do not have a readily ascertainable market value or should be held until the resolution of a special event or circumstance. The Advisory Clients may not be able to readily dispose of such investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Debt Securities Generally Advisory Clients invest in private and government debt securities and instruments. It is likely that many of the debt instruments in which the Advisory Clients invest may be unrated, and whether or not rated, the debt instruments may have speculative characteristics. The issuers of such instruments (including sovereign issuers) may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuer's ability to make timely payment of interest and principal. Such instruments are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and involve major risk exposure to adverse conditions. In addition, an economic recession could severely disrupt the market for most of these securities and may have an adverse impact on the value of such instruments. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. 24  ABS— General The investment characteristics of asset-backed securities differ from traditional debt securities. Among the major differences are that interest and principal payments are made more frequently, usually monthly, and that the principal may be prepaid at any time because the underlying loans or other assets generally may be prepaid at any time. ETF Risks The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a liquidity risk if the ETF has a large bid-ask spread and low trading volume. An ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and the actual value of its underlying investment holdings. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Mutual Fund Risks The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the shares of a mutual fund will fluctuate with the value of the underlying securities that make up the fund. The price of shares of a mutual fund is typically set only once per day (typically, 4 p.m. ET); therefore, shares of a mutual fund purchased before 4 p.m. ET will typically have the same price as shares purchased later (but before 4 p.m. ET) that same day. Actively Managed Certificates (AMC) Risks The performance of Actively Managed Certificates is subject to market risk, including the possible loss of principal. The Net Asset Value of the AMC will fluctuate with the price of the underlying instruments that make up the AMC. The BTG Pactual Portfolio Solutions team will manage the AMCs, so the performance of the AMC is dependent upon the skill and knowledge of the team. AMCs are structured by a third-party provider so in some cases there may be counterparty risk involved in investing in AMCs in the event of a default or bankruptcy of the third-party provider. Alternative Investments and Limited Partnerships The performance of alternative investments and limited partnerships can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Clients should only have a portion of their assets in these investments. Structured Notes Structured notes are not bank deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. The terms and risks of each structured note vary materially depending on the nature and volatility of the referenced asset, the creditworthiness of the issuer, and the maturity of the instrument, among other factors. The general risks associated with this type of investment include, but are not limited to, non-payment risk (payment of interest and return of principal may be reduced, in whole or in part, due to 25  underperformance of the referenced asset); counter-party risk (for reasons such as bankruptcy, the issuer of the structured note may fail to pay all or a portion of the principal and interest due on the structured note); underperformance risk (depending on market conditions, the structured note may underperform alternative allocations to traditional bonds, the referenced asset, or a combination of such investments). Structured notes are significantly riskier than conventional debt instruments. There is a risk of loss of some or all the principal either at maturity or if sold prior to maturity. interruption Cybersecurity The computer systems, networks and devices used by the Adviser and its service providers to carry out routine business operations employ a variety of protections designed to prevent damage or failures, computer and from computer viruses, network telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized, systems, networks, or devices potentially can be breached. As a result, Advisory Clients and investors could be negatively impacted as a result of a cybersecurity breach. Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact business operations, potentially resulting in financial losses to an Advisory Client; impediments to trading; the inability of the Adviser and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information. Misconduct of Staff Members and of Third Party Service Providers Misconduct by Staff Members or by third party service providers could cause significant losses to an Advisory Client. Such misconduct may include binding the Advisory Client to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities or concealing unsuccessful trading activities (which, in either case, may result in unknown and unmanaged risks or losses). Losses could also result from actions by third party service providers, including, without limitation, failing to recognize trades and misappropriating assets. In addition, Staff Members and third party service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the Advisory Client’s business prospects or future marketing activities. Although BTG has adopted measures to prevent and detect such misconduct and to select reliable third party providers, such measures may not be effective in all cases. Nature of Investments All investments risk the loss of capital. BTG believes that its investment program and research techniques may moderate this risk through a careful selection and balancing of securities. No guarantee or representation is made that BTG’s program in respect of an Advisory Client will be 26  successful. BTG’s investment program may utilize such investment techniques as trading in put and call options and other derivatives, margin transactions, short sales and forward contracts, which practices can, in certain circumstances, increase the adverse impact to which the fund may be subject. No guarantee or representation is made that the Advisory Client’s investment objective will be achieved. General Market Risk The activities and operations of the Firm could be adversely affected by events over which the Firm and its Advisory Client have no control, such as natural disasters, war, terrorism, country instability and infectious disease epidemics and pandemics. For example, certain countries have been susceptible to epidemics, such as severe acute respiratory syndrome, avian flu, H1N1/09 flu and COVID-19. The outbreak of an infectious disease or any other serious public health concern, together with any resulting restrictions on travel or quarantines imposed, could have a negative impact on the economy, and business activity in any of the countries in which the Firm may invest and/or operate. Such disruption could thereby adversely affect the ability of the Firm to provide investment management services and the performance of the Firm’s investments. Dependence on Key Personnel The Firm’s ability to manage its Advisory Clients currently depends on the experience and relationships of certain members of the senior management and other employees of the Firm. There can be no assurance that these individuals will remain in the employ of the Firm or otherwise continue to be able to carry on their current duties, or that they will be adequately replaced upon departure. Risks Associated with BTG’s Research In providing Research, BTG and its affiliates may also rely on third party sources for information that they believe to be reliable in producing research reports or other research materials, but in no way does BTG guarantee the quality, accuracy, and/or completeness of such third party information or research or any other information or data related thereto or any information that BTG’s clients or any authorized user or other person or entity otherwise obtain or derive in connection with the use of BTG’s Research. BTG makes no express or implied warranties, and disclaim all warranties of merchantability or fitness for a particular purpose or use, with respect to any part of the Research provided or any other information or data related thereto. Without limiting any of the foregoing, in no event will we or any of our partners, affiliates, employees, officers, directors, or agents have any liability for any indirect, punitive, special, or consequential damages (including lost profits) to clients or any other person or entity, even if we have been notified of the possibility of such damages. The forecasts presented in our generic research reports or other research materials may not materialize for a variety of reasons. For example, actual market conditions may fluctuate and differ from the assumptions used in our Research. Additionally, there may be unforeseen or unknown variables that negatively impact the accuracy of our Research. 27  Clients are neither required to act on any of the generic research provided by or through us, nor are they required to transact business with us if they choose to utilize any information or implement any strategies, recommendations or other ideas contained in generic research provided by or through us. As noted above, our provision of generic research is completed upon the delivery thereof. Thereafter, if clients choose to implement any of the investment recommendations or strategies made in the generic research, we will be acting solely as an investment adviser (unless otherwise agreed in writing). If clients choose to implement any of the investment recommendation or strategies made in BTG’s Research, they will be subject to investment risk and they may lose money. Clients should further understand that all investments involve risk (the amount of which may vary significantly), that performance of any kind can never be predicted or guaranteed and that the value of their portfolios will fluctuate due to market conditions and other factors. Risks Specific to TIG Political and Economic Risks TIG Advisory Clients' international environmental investments, including timberland, are subject to various risks incidental to investing in and/or managing businesses abroad, including nationalization, expropriation or confiscatory taxation, political and economic instability, adverse regulatory changes, and diplomatic developments that could affect investments in those countries. Land Ownership Restrictions in Brazil To the extent TIG's Advisory Clients seek to acquire or own forestry assets in Brazil, such assets may be subject to Brazil's foreign land ownership limitations. Brazil has maintained such limitations for many years, and Brazil's current rules date back to 1971. The current rules limit the amount of land that foreign entities may own directly and may be difficult to evaluate. TIG's compliance with Brazilian law may affect its Advisory Clients' ability to own and acquire forestry assets in Brazil. Currency Risk TIG's Advisory Clients' international investments are subject to exposure to currency fluctuations that could affect the return on investment. It cannot provide assurance that certain foreign countries will not impose restrictions in the future on the movement of their currencies or U.S. dollars across local borders or the convertibility of such foreign currencies to U.S. dollars. Such restrictions could limit TIG's ability to make distributions and could adversely affect its Advisory Clients' rate of return. Environmental and Regulatory Considerations The environmental and forest products industry is subject to regulations that could continue to develop and evolve. Changes to existing and developing regulations and policies could negatively 28  impact the scarcity, liquidity, and price of and demand for TIG's Advisory Client's investments, which could have a negative impact on anticipated returns to its Advisory Clients. Additional regulations may result in increased costs, reduced operating flexibility and additional capital expenditures. Further, its environmental reviews may not discover all possible environmental or regulatory issues. Fire, Wind and Other Weather and Pest Damage to Assets TIG's Advisory Clients' investments in timberland, and other environmental assets, are subject to a number of natural hazards including damage by fire, wind, insects and diseases or soil infertility. Severe weather conditions and other natural disasters may destroy or reduce the productivity of environmental investments and timberland assets and may interfere with the processing and delivery of timber and environmental products. Focus on Early Stage Markets Certain TIG's Advisory Clients' investments may be in environmental or wood markets that are in their early stages and therefore have inherently greater risk than more established markets and businesses. Such investments can experience failure or substantial declines in value at any stage. There is no assurance that such investments by TIG's Advisory Clients will be successful. The regulatory regimes under which certain environmental assets are created may be in their early stages and may change significantly. These changes may adversely affect its Advisory Clients' ability to obtain profitable returns. Lack of Diversification of Investments Although TIG intends to achieve investment diversification for its Advisory Clients, it is possible that it may identify one or more investments that would be substantial in size relative to the total amount of investments. As a consequence, the aggregate returns realized by a particular investment could be materially adversely affected by the unfavorable performance of one of these substantial investments. Restricted Nature of Investment Positions; Lack of Liquidity TIG’s Advisory Clients’ investments can be illiquid and long term, as the markets into which certain Advisory Clients' investments may be sold may be limited and/or thinly traded. Advisory Clients' investments in timberland and other environmental assets will be subject to numerous restrictions on transferability and resale. Competition for Environmental Assets and Timberland Investments Investing in environmental assets and timberland is a competitive enterprise. Identifying attractive timberland investments is difficult and involves a degree of uncertainty. There can be no assurance that TIG's Advisory Clients will be able to fully invest their committed capital within the commitment period for such investment or any extension thereof. Forestry Business Competition The forestry business is competitive. Competitive factors generally include price, species and grade, proximity to wood consuming facilities, ability to meet delivery requirements, availability of substitute products, and supply and demand in the relevant domestic or international market. 29  In addition, during the term of the investment, TIG's Advisory Clients may experience increasing competition from currently underutilized sources of supply and species of trees. Cyclical Nature of Timberland Values Prices for standing timber have been, and in the future can be expected to be, subject to cyclical fluctuations. Accordingly, there can be no assurance that the future market value of timber will be equal to or higher than the value currently prevailing, nor can there be any assurance that the historical long-term investment returns of timberland can be maintained. Long-Term Source of Supply Contracts As part of the Adviser's marketing strategy for the sale of timber, TIG may negotiate long-term supply contracts, which guarantee a stable flow of timber at market prices. Such contracts may require that logs be delivered at a lower price than the prevailing spot market prices and, therefore, cause Advisory Clients to miss certain market opportunities resulting in an impact on such Advisory Clients short-term returns. Dependence on Property Managers While TIG monitors the performance of its investments, day-to-day responsibilities of certain investments may be partially the responsibility of third-party property managers. The Advisory Client's results of operations, including their ability to make payments on any indebtedness, will depend to some degree on the ability of these property managers to operate investments on economically favorable terms. There can be no assurance that the management teams of property management firms employed by the Advisory Client will be able to operate each of the investments successfully. Moreover, the risks of dependence on property management firms are different by property type and by investment stage. Property managers may provide management services to properties owned by others that compete with one or more of the investments of the Advisory Client. As a result, these managers may at times face conflicts of interests in the management of Advisory Client investments and non-Advisory Client properties managed by such managers. Property managers may receive a base management fee based upon the size of the land managed. Such fee arrangements with a manager may create an incentive for the investment to be managed in a manner that is not consistent with the Advisory Client's objectives. Risks Specific to BTG Pactual Strategic Capital and BTG Pactual U.S. Private Credit Investments Highly Competitive Market for Investment Opportunities The success of the Advisory Client depends upon the identification and availability of suitable investment opportunities. The availability of investment opportunities will be subject to market conditions, the prevailing regulatory conditions in industries and regions in which the Advisory Client may invest and other factors outside the control of the Advisory Client. In addition, the activity of identifying, completing and realizing on attractive investments is highly competitive and involves a high degree of uncertainty. There can be no assurance that the Advisory Client will be able to identify and complete investments that satisfy its investment objective, or realize the value of such investments, or that it will be able to invest its commitments fully. The Advisory 30  Client will be competing for investment opportunities against various other groups, including industry participants, investment firms and merchant banks. Concentration of Investments; No Minimum Condition The Advisory Client will participate in a limited number of investments and, as a consequence, the aggregate return of the Advisory Client will be affected by the performance of a single investment. Furthermore, to the extent that the capital raised is less than the targeted amount, the Advisory Client may invest in fewer investments and thus be less diversified. Because the Advisory Client has the ability to concentrate its investments by investing a significant portion of aggregate commitments in a single investment, the overall adverse impact on the Advisory Client of adverse movements in the value of the securities of a single issuer or industry will be considerably greater than if the Advisory Client were not permitted to concentrate its investments to such an extent. Risk of Bridged Investments If the Advisory Client makes an investment in a single transaction with the intent of refinancing or syndicating the portion of that investment consisting of a bridged investment, there is a risk that the Advisory Client will be unable to complete successfully such a refinancing. This could cause the Advisory Client to be less diversified than BTG Pactual intended, and the interest rate or other terms of such bridged investment may not adequately reflect the risk associated with the position taken by the Advisory Client, any of which could reduce investment returns to the Advisory Client. Limited Information Concerning Potential Investments Both prior to making an investment and subsequent to the Advisory Client making such investment, the Advisory Client may not receive access to all available information relating to such investment. Although BTG Pactual intends to conduct due diligence with respect to each investment, there can be no assurance that such due diligence processes will uncover all relevant facts. In addition, BTG Pactual’s due diligence process and investment analyses may frequently be required to be undertaken on an expedited basis to take advantage of investment opportunities. In such cases, the information available to the Advisory Client at the time of making an investment decision could be limited, and it may not have access to detailed information regarding the investment. Therefore, no assurance can be given that the Advisory Client or BTG Pactual will have knowledge of all circumstances that may adversely affect an investment. Limited Availability of Information Due to confidentiality concerns, certain portfolio companies in which the Advisory Client invests may not permit the Advisory Client to fully disclose information regarding the portfolio company’s operations and/or financial performance. In addition, certain investment vehicles involving third-party sponsors may provide limited information to the Advisory Client regarding their investments. Accordingly, in certain circumstances, there may not be sufficient information for investors to evaluate the risks related to the Advisory Client’s investments and the manner in which the capital they have contributed to the Advisory Client has been invested. 31  Disposition of Private Investments Many of the Advisory Client’s investments involve private securities, which are generally more difficult to sell than publicly traded securities, as there is often no liquid market which may result in selling investments (or interests therein) at a discount. In connection with the disposition of an investment in private securities, the Advisory Client will likely be required to make representations about the business and financial affairs of the applicable portfolio company typical of those made in connection with the sale of a business. The Advisory Client also may be required to indemnify the purchasers of such investment to the extent that any such representations turn out to be inaccurate. These arrangements may result in the incurrence of contingent liabilities that may ultimately yield funding obligations that must be satisfied by the investors to the extent of distributions made to such investor. Illiquid Investments The Advisory Client will invest in highly illiquid investments, and the Advisory Client may need to hold such investments until maturity or otherwise may be restricted from disposing of such investments through transfers or secondary sales. The Advisory Client could face reduced opportunities to exit and realize value from its investments in the event of a general market downturn or a specific market dislocation. As a consequence, the Advisory Client may not be able to sell its investments when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. Furthermore, under certain circumstances, distributions may be made by the Advisory Client to investors in kind and could consist of securities or assets for which there is no readily available market. Time Required to Maturity of Investments While some of the Advisory Client’s investments may generate current yield, there is no assurance that this will be the case, and a significant period of time may elapse from the time the Advisory Client makes an investment until the time that the Advisory Client is able to realize a return on the investment, if at all. As a result, proceeds from investments are unlikely to be realized by the Advisory Client for a substantial time period. Risks Associated with Portfolio Companies The portfolio companies in which the Advisory Client invests will sometimes involve a high degree of business and financial risk. Such companies may be in an early stage of development, may not have a proven operating history, may be operating at a loss or have significant variations in operating results, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, may have a high level of leverage or may otherwise have a weak financial condition. In addition, these portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing, and other capabilities and a larger number of qualified managerial and technical personnel. Furthermore, during periods of difficult market conditions or slowdowns in a particular investment category, industry or region, portfolio companies may experience decreased revenues, financial losses, difficulty in obtaining access to financing and increased costs. During these periods, such companies could have difficulty in expanding their businesses and operations and may be unable 32  to pay or service their expenses or other outstanding obligations as they become due. Any of these events could in turn adversely affect the investment performance of the Advisory Client. Control Position The Advisory Client is permitted to seek investment opportunities that allow the Advisory Client to acquire control or exercise influence over management and the strategic direction of portfolio companies in which it invests. The exercise of control or influence over a company imposes additional risks of liability for environmental damage, product defects, failure to supervise management and other types of liability in which the limited liability generally characteristic of business operations may be ignored. The exercise of control or influence over a portfolio company could expose the assets of the Advisory Client to claims by such portfolio company, its security holders and its creditors. While BTG Pactual intends to manage the Advisory Client in a way that will reduce exposure to these risks, the possibility of successful claims cannot be precluded. Minority Position BTG expects that the Advisory Client will hold minority ownership interests in certain portfolio companies in which it invests and, therefore, may have a limited ability to protect its interests in such portfolio companies and to influence such portfolio companies’ management. The management or other equity owners of such portfolio companies may have economic or business interests or goals that are inconsistent with those of the Advisory Client, and the Advisory Client may not be in a position to implement affirmative actions to protect the value of its investment in such portfolio companies. As a result, the performance of such investments will depend significantly on the investment and other decisions made by third parties, and such third parties may make decisions that could decrease the value of the Advisory Client’s investment. Disagreements with management or other equity owners (including other private equity firms) may limit the Advisory Client’s ability to bring about operating, strategic or other changes at such companies and may limit exit opportunities. If any such third party were to default on its obligations with respect to the relevant portfolio company, the value of the Advisory Client’s interest in such portfolio company could be materially adversely affected. In addition, the Advisory Client may in certain circumstances be liable for the actions of third-party investors. BTG Pactual generally expects that appropriate minority shareholder rights will be obtained to protect the Advisory Client’s interests to the extent possible; however, there can be no assurance that such minority shareholder rights will be available or will provide the desired protections. For a complete discussion of the particular risks and strategy associated with investing, Advisory Clients and investors should refer to the applicable governing documents of the account, fund or product in which they are investing. Potential Conflicts of Interests Instances may arise where the interests of BTG and its affiliates conflict with the interests of an Advisory Client and its investors. There can be no assurance that BTG will resolve any conflict of interest in a manner that is favorable to a particular Advisory Client. In addition to the conflicts 33  of interest discussed elsewhere in this Brochure, the following discussion enumerates certain (but not all) potential conflicts of interest: Relationship with BTG and Funds, Accounts and Vehicles Managed by BTG BTG sponsors or manages other investment funds, accounts and vehicles, which it is currently investing on behalf of investors and/or BTG, and will sponsor or manage other funds, accounts and vehicles in the future. Such funds, accounts or vehicles will from time to time make investments that would be suitable for an Advisory Client. In addition, as a financial institution with a sizeable balance sheet and sizeable principal trading operations, investment banking, asset management and advisory businesses, BTG makes investments for its own account. BTG and/or other funds, accounts, vehicles and clients managed or advised by BTG may also enter into transactions that BTG determines may present a potential conflict of interest with transactions executed on behalf of an Advisory Client. For example, an Advisory Client may sell an investment that is simultaneously being purchased for BTG and/or other funds, accounts, vehicles and clients managed or advised by BTG. Such conflicting activities take place for a variety of reasons, including, without limitation, differing liquidity needs, risk parameters and overall investment objectives of the various accounts. BTG and other funds, accounts, vehicles and clients managed or advised by BTG may invest in different parts of the capital structure of a company or other issuer in which an Advisory Client invests. For example, with respect to an Advisory Client's investments in certain companies, BTG and other funds, accounts, vehicles or clients managed or advised by BTG may invest in different classes of debt issued by the same companies and/or own some or all of the equity securities of such companies. The interests of BTG and other funds, accounts, vehicles and clients managed or advised by BTG will not in all cases be aligned with an Advisory Client, which at times create actual or potential conflicts of interest or the appearance of such conflicts. In that regard, actions may be taken by BTG and other funds, accounts, vehicles or clients managed or advised by BTG that are adverse to an Advisory Client. In addition, where an Advisory Client, BTG and other funds, accounts, vehicles or clients managed or advised by BTG invest in different parts of the capital structure of a portfolio company, their respective interests could diverge significantly in the case of financial distress of the company. In addition, it is possible that in a bankruptcy proceeding an Advisory Client's interest may be subordinated or otherwise adversely affected by virtue of the involvement and actions of BTG and other funds, accounts, vehicles and clients managed or advised by BTG relating to their investments. In this circumstance, for example, if such portfolio company goes into bankruptcy, becomes insolvent or is otherwise unable to meet its payment obligations or comply with its debt covenants, conflicts of interest arise between the holders of different types of securities as to what actions the portfolio company should take. Moreover, as a consequence of BTG Pactual's status as a public company, the officers, directors, members, managers, operating executives and Staff Members of BTG may take into account certain considerations and other factors in connection with the management of the business and affairs of an Advisory Client and its affiliates that would not necessarily be taken into account if BTG Pactual was not a public company. 34  Certain members of the investor advisory committee of an Advisory Client own securities of, or have various business and other relationships with, BTG and its partners, Staff Members and affiliates, including indirectly receiving the benefit of a share of certain fees earned by BTG (which may require approval of the investor advisory committee of an Advisory Client). The presence of these other interests and relationships may influence their decisions as members of such committee and create conflicts of interests with respect thereto. Certain Advisory Clients will be invested in investment funds or vehicles managed by BTG or an affiliated advisor. BTG has a conflict of interest when allocating to or recommending these products as BTG or an affiliate will generally receive additional compensation in the form of advisory fees charged directly to the vehicle. In instances where additional advisory fees are not being paid by Advisory Clients investing in the vehicle (e.g. a no-fee share class), BTG will still have an incentive to increase the vehicle's net assets to make it more attractive to outside investors who will pay advisory fees. To mitigate this conflict BTG evaluates and selects investments for inclusion in Advisory Client portfolios after determining its appropriateness to the client’s objectives and risk tolerance. Affiliated vehicles that are not appropriate for an Advisory Client will not be recommended or purchased. Additional Capacities BTG or its affiliates may act in additional capacities or perform certain functions through affiliates such as our affiliated broker-dealer acting as a placement agent, raising capital for the private fund/s managed by BTG. Accordingly, the compensation we receive can vary greatly depending on the services we provide through affiliates outside of the Adviser which could increase the level of compensation we receive beyond the fees described herein. This may include, but is not limited to retainer fees, success fees, and other compensation. These types of fees are typically paid to a placement agent even when the placement agent is not affiliated, however this creates an incentive to use our affiliate as it increases compensation retained within the enterprise. In order to receive more detailed information regarding our compensation in connection with a security we may recommend, you should review the investment prospectus, private placement memorandum, offering document, or similar offering and disclosure materials. No Assurance of Ability to Participate in Investment Opportunities Subject to the limitations set forth in the governing documents of an Advisory Client, BTG and its affiliates advise other investment funds, accounts, vehicles, and clients having objectives similar, in whole or in part, to those of an Advisory Client, including other funds, accounts and vehicles in which BTG has an interest. BTG and its affiliates hold interests in, and/or furnishes advisory, consulting and/or management services to, other persons or entities with respect to investments similar to or different from investments of an Advisory Client. In addition, subject to certain limitations, BTG will likely form or advise one or more new investment funds, accounts, vehicles or clients, which may have similar or different investment strategies than an Advisory Client. An Advisory Client will generally not have any rights to investment opportunities in relation to the rights of such other funds, accounts, vehicles or clients and to the extent of overlapping investment objectives, opportunities could be allocated to or shared with one or more of such other funds, accounts, vehicles or clients. 35  Investment Banking, Advisory and Other Client Relationships In the course of its investment banking or advisory business, BTG represents potential issuers, purchasers, sellers and other involved parties with respect to investments that may be suitable for an Advisory Client. In such a case, the client may require BTG to act exclusively on its behalf, thereby precluding an Advisory Client from making such investment. BTG will be under no obligation to decline such engagements in order to make the investment opportunity available to an Advisory Client. In connection with its advisory business, BTG comes into possession of information that limits its ability to engage in potential transactions, and as a result an Advisory Client's activities may be constrained. In certain sale assignments, the seller may permit an Advisory Client to act as a buyer or investor, which would raise certain conflicts of interest inherent in such a situation. BTG has long-term relationships with a significant number of corporations and their senior management. In addition, BTG advises other funds, accounts and vehicles with investment objectives similar to or the same as those of an Advisory Client and strategic buyers, both of which may be in a position to compete with an Advisory Client for an investment opportunity. BTG and its affiliates have long-term relationships with, and provide investment banking and other services to a large number of institutional clients, including private equity and hedge fund firms with whom an Advisory Client may compete. In determining whether to pursue a particular transaction on behalf of an Advisory Client, the relationships described herein will be considered by BTG, and there may be certain potential transactions that will not be pursued on behalf of an Advisory Client in view of such relationships. For example, when BTG represents a buyer seeking to make a particular investment, an Advisory Client may be precluded from making such investment. There can be no assurance that all potentially suitable investment, restructuring or disposition opportunities that come to the attention of BTG will be made available to an Advisory Client. In addition, an Advisory Client co-invests with clients or potential clients of BTG in particular investment opportunities and the relationship with such clients could influence the decisions made by BTG with respect to such investments. Certain co-investors co-investing with an Advisory Client invests on different (and more favorable) terms to those applicable to such client and may have interests or requirements that conflict with and adversely impact such client (for example, with respect to the timing of acquisitions and dispositions or control rights). An Advisory Client may participate in investments on different and potentially less favorable terms than its co-investors if BTG deems such participation as being otherwise in such client's best interests. Fees Payable to BTG BTG may earn fees and other compensation from purchasers, sellers or other parties prior to or upon the closing of certain investments by a private equity Advisory Client as compensation for services, including advice on valuing, structuring, negotiating and arranging financing for such transactions and may earn fees in connection with unconsummated transactions. Other compensation may include warrants to purchase an equity interest or other securities in the company for which the transaction is being undertaken. BTG also may provide services to timberland assets in which an Advisory Client invests, including property management services, 36  and BTG generally will be paid fees for such services. Generally, none of BTG's fees for any of the foregoing will be shared with an Advisory Client. The fee potential inherent in a particular investment or transaction could be viewed as an incentive for BTG to seek to refer or recommend an investment or transaction to an Advisory Client. Other Affiliate Transactions From time to time an Advisory Client may engage, and in the past has engaged, in transactions with BTG and its affiliates (including its affiliated broker-dealer and other accounts, funds or vehicles of BTG) including by purchasing portfolio investments from or through BTG as principal, or co-investing with BTG and its affiliates in portfolio companies, and investing in entities in which BTG or its affiliates hold material investments. BTG has established policies and procedures to comply with the Advisers Act when engaging in principal transactions with an Advisory Client. In particular, an Advisory Client, acting through an investor advisory committee, independent board of directors or a majority in interest of its investors, receives notice of the principal transaction and consents to such transaction prior to settlement of the subject principal transaction. To the extent that BTG acts as an investment adviser pursuant to its Research, your relationship with us is strictly limited to the provision of such Research. BTG may distribute and sell research originated by its affiliates (including its affiliated broker-dealer), but BTG’s Research does not otherwise extend to any brokerage, or other investment advisory or other arrangements or services that you may have, or entered into, with us or any of our affiliates. In addition, with respect to certain private equity funds managed by the Adviser, following any closing of subscriptions for interests in any such private equity fund, such private equity fund can purchase from BTG interests in companies that have been previously made by BTG and that are within such private equity fund's investment objectives. With respect to these transactions, BTG may in its discretion transfer some or all of such investments to an Advisory Client at cost plus the carrying cost, notwithstanding that the fair market value of such investments may have declined below or increased above cost as of the time of such transfer. Details of any such transaction typically are disclosed in the governing documents of an Advisory Client. A private equity fund may also make portfolio investments where BTG or the private equity fund has entered into an agreement or an agreement in principle with a potential portfolio company, in each case prior to the final closing of such private equity fund. Any such transaction will be made only on terms, including the consideration to be paid, that are determined by BTG to be appropriate for the Advisory Client. Conflicts of interest may arise in connection with any co-investment or other affiliate transactions (including with respect to the timing, structuring and terms of such investment and its disposition). In addition, conflicts may arise in determining the amount of an investment, if any, to be allocated among potential investors and the respective terms thereof. There can be no assurance that the return on an Advisory Client's investment will be equivalent to or better than the returns obtained by such other affiliates participating in the transaction. Further conflicts could arise once an Advisory Client and other affiliates have made their respective investments. 37  If additional financing is necessary as a result of financial or other difficulties, it may not be in the best interests of an Advisory Client to provide such additional financing. From time to time BTG may provide interim acquisition financing or other forms of credit in connection with an investment by, or otherwise act as a lender to, a company in which an Advisory Client invests. An Advisory Client, or its portfolio companies, also directly or indirectly may borrow money from BTG. In addition, an Advisory Client and portfolio companies also participate as a counterparty with or as a counterparty to BTG or an investment vehicle formed by it in connection with currency and interest rate hedging, derivatives (including but not limited to swaps and forwards of all types) and other transactions. By executing a subscription agreement or other similar agreement for interests in an Advisory Client, an investor will consent to all such counterparty transactions with BTG. It is possible that BTG's interests as a lender or counterparty conflict with those of an Advisory Client and the interests of its investors. There is no assurance that such conflicts of interest will be resolved in favor of an Advisory Client. BTG may encounter conflicts where, for example, a decision regarding the acquisition, holding or disposition of an investment is considered attractive or advantageous for an Advisory Client yet poses a risk of economic loss of principal to BTG as lender or counterparty. If such conflicts arise, investors should be aware that certain business units of BTG may act to protect BTG's own interests as a lender or counterparty ahead of an Advisory Client's investment interests. BTG or its related persons may act, and in the past has acted, as underwriter or placement agent in connection with an offering of securities by companies in which an Advisory Client has invested. In addition, BTG or its related persons may receive fees from investors in BTG private funds with respect to certain fees that are set forth in the relevant private fund’s offering documents. BTG also, on behalf of an Advisory Client, may effect, and in the past has effected, transactions where BTG is also acting as a broker on the other side of the same transaction, and has a potential conflict of interest regarding such Advisory Client and the other parties to those transactions. Where the Advisory Client has consented to such agency cross-transactions, BTG may receive commissions, remuneration or other compensation from such agency cross- transactions. Sales of securities for the account of an Advisory Client may be bunched or aggregated with orders for other accounts of BTG, including other investment partnerships. It is frequently not possible to receive the same price or execution on the entire volume of securities sold, and the various prices may be averaged, which may be disadvantageous to an Advisory Client. BTG will approve any such transactions in which BTG acts as an underwriter, as broker for an Advisory Client, or as broker or advisor on the other side of a transaction with an Advisory Client or bunches or aggregates transactions with others only where it believes such transactions are appropriate for such Advisory Client and, by executing a subscription agreement or other similar agreement for interests in an Advisory Client, investors will consent to all such transactions, along with the other transactions involving conflicts of interest described in the offering documents with respect to such Advisory Client, to the fullest extent permitted by law. In addition, from time to time, BTG may seek, and in the past has sought, to effect a purchase or sale of an investment between an Advisory Client and one or more other funds, accounts and vehicles managed by BTG. BTG may cause, and in the past has caused, such transactions to be 38  effected without prior consent (including without the consent of any investor advisory committee, independent board or investor) to the extent permitted by applicable law. Side Letters If permissible and meeting the criteria set forth under the relevant regulatory rules, BTG may enter into side letters or other similar agreements with particular investors with respect to an Advisory Client without the approval of any other investor, which has the effect of establishing rights under, altering or supplementing, the terms of the governing agreement and subscription agreement of an Advisory Client with respect to such investor in a manner more favorable to such investor than those applicable to other investors. Such rights or terms in any such side letter or other similar agreement include, without limitation, (i) excuse or exclusion rights applicable to portfolio investments or transfer or withdrawal rights with respect to an Advisory Client, including without limitation, as a result of an investor's specific policies or certain violations of federal, state or non-U.S. laws, rules or regulations, such as so-called "pay-to-play" rules with respect to public pension plan investors, (which may materially increase the percentage interest of other investors in, and their contribution obligations, for future investments and expenses, and reduce the overall size of an Advisory Client), (ii) additional or modified reporting obligations of BTG and its Advisory Client, (iii) waiver of certain confidentiality obligations, (iv) prior consent of BTG to, or facilitation of, certain transfers by such investor, (v) rights or terms necessary in light of particular legal, regulatory or policy characteristics of an investor, (vi) certain adjustments with respect to economic terms and privileges (including potential mandatory waiver of compensation as a result of certain violations of law with regard to public pension plan investors and inclusion of different types of fee income in the calculation of the management fee offset with respect to certain investors), (vii) additional obligations and restrictions of BTG and its Advisory Client with respect to the structuring of any portfolio investment in light of the legal, tax and regulatory considerations of particular Investors, (viii) priority co-investment rights and preferred co-investment terms, (ix) agreements to assist with the taking or defending of tax positions, (x) certain extensions or other adjustments with respect to time periods for making capital contributions or other deadlines set forth in the governing agreement of an Advisory Client, and (xi) certain restrictions on BTG with respect to the exercise of its discretion on certain matters, including amendments, exercising default remedies, waiving confidentiality or terms and allocation of co-investment opportunities. Service Providers Certain advisors and other service providers, or their affiliates, (including accountants, developers, property managers, administrators, lenders, bankers, brokers, attorneys, consultants, investment or commercial banking firms and certain other advisors and agents) to an Advisory Client and its portfolio companies may also provide goods or services to or have business, personal, political, financial or other relationships with BTG. Such advisors and service providers may be investors in an Advisory Client, affiliates of BTG, sources of investment opportunities or co-investors or counterparties therewith. BTG may not, on behalf of an Advisory Client, contract with an affiliated service provider unless valid consent has been obtained from, proper notification has been provided to, or proper disclosure has been provided to (as applicable) the relevant Advisory Client as required under such Advisory Client’s applicable 39  governing document. For the avoidance of doubt, charges by an affiliate service provider may be accrued but in any event may not be paid until receipt of such approval. These relationships may influence BTG in deciding whether to select or recommend such a service provider to perform services for an Advisory Client and its portfolio companies (the cost of which will generally be borne directly or indirectly by such Advisory Client or such portfolio company, as applicable). Notwithstanding the foregoing, investment transactions for an Advisory Client that require the use of a service provider will generally be allocated to service providers on the basis of BTG's judgment as to best execution or quality of service, the evaluation of which includes, among other considerations, such service provider's provision of certain investment-related services and research that BTG believes to be of benefit to the Advisory Client. In certain circumstances, advisors and service providers, or their affiliates, may charge different rates or have different arrangements for services provided to BTG or its affiliates as compared to services provided to an Advisory Client and its portfolio companies, which may result in more favorable rates or arrangements than those payable by an Advisory Client or such portfolio companies. Capacity in which your Financial Professional is Acting Although your financial professional is an investment adviser representative of the Adviser, they may also be a registered representative of our affiliated Broker-Dealer and may provide you both investment advisory and brokerage services under both entities. It is important for you to understand which capacity your financial professional is acting in so you understand the unique limitations, risks, and conflicts which may apply. You can check your financial professional at www.adviserinfo.sec.gov or www.brokercheck.finra.org which will allow you to search for your financial professional by name. Their respective profile will show you if they are a broker, investment adviser, or both and you can also find additional information about our firm. In most cases, when making a recommendation to you regarding investments in your brokerage account or directly with an investment sponsor (known as “direct business”), your financial professional is acting in his/her capacity as a registered representative under the broker-dealer. When providing advice or a recommendation regarding investments in a managed account, your professional is acting in the capacity of an investment adviser representative. Your account application or agreement will identify which type of account you have. Whenever your financial professional acts in a capacity that conflicts with this guidance, you will be notified in writing. ITEM 9: DISCIPLINARY INFORMATION The Firm and its supervised persons have not been involved in any legal or disciplinary events that are material to an Advisory Client, investor or potential investor's evaluation of our advisory business or the integrity of the Firm's management. However, the Firm has disclosed administrative proceedings against certain of its Advisory Affiliates in Item 11 of Part 1 of its ADV filing which can be found by visiting www.adviserinfo.sec.gov and entering the Firm’s CRD number 152538. a) Criminal or civil action • None 40  b) Administrative proceeding • None c) Self-regulatory organization (SRO) proceeding • None ITEM 10: OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS a) Registered Broker-Dealer or Registered Representative • The Adviser is not itself a broker-dealer, but has an affiliate, BTG Pactual US Capital, LLC, that is a registered broker-dealer with the SEC and a member of FINRA. Several of the Adviser’s employees are dually registered and associated with its affiliated broker-dealer, BTG Pactual US Capital, LLC (CRD No. 149486) as registered representatives. These individuals accept compensation for the sale of securities or other investment products, including trail fees or service fees from the sale of mutual funds, in their individual capacities as registered representatives of BTG Pactual US Capital, LLC. • Please refer to Item 8 for information on transactions with the Adviser’s affiliated broker- dealer. b) FCM, CPO, CTA or Associated Person • BTG Pactual Asset Management US, LLC is registered as a Commodity Pool Operator and a Commodity Trading Advisor under the U.S. Commodity Futures Trading Commission and is a NFA Member. The Firm is associated with the following related persons: c) Material Business Relationships with Certain Related Persons 1. BTG is affiliated through common control with the following entities that act as General Partners of Advisory Clients advised by BTG: • Aurora Midwest Industrial Holdings GP LLC • BR Florestais General Partner Ltd. • BTF II Co-Invest General Partner, Ltd. • BTF II-A Co-Invest General Partner, Ltd. • BTF II-D Co-Invest General Partner, Ltd. • BTF II General Partner, Ltd. • BTG Pactual Global Rates GP, Ltd. • BTG Pactual Prop GP, Ltd. • BTG Pactual Rates GP, Ltd. 41  • BTG Pactual Strategic Capital Fund GP, LLC • BTG Pactual Structured Credit Opportunity GP Ltd. • BTG Pactual Timberland Fund I General Partner, Ltd. • BTG Pactual U.S. Private Credit Investments GP, LLC • GAB Access GP, LLC • Specialized Multifamily Partners Fund GP, L.P. • Specialized Multifamily Partners GP, LLC • TRF General Partner I, Ltd. 2. BTG is affiliated through common ownership with the following entities' broker- dealers services: • BTG Pactual Argentina S.A.U. • BTG Pactual Capital S.A. De C.V. SOFOM • BTG Pactual Casa de Bolsa S.A., de C.V. • BTG Pactual Chile S.A. Corredores De Bolsa • BTG Pactual Corretora De Resseguros LTDA • BTG Pactual Corretora de Seguros Ltda. • BTG Pactual Corretora de Títulos e Valores Mobiliários S.A. • BTG Pactual Investment Banking Ltda. • BTG Pactual Peru S.A. Sociedad Agente De Bolsa • BTG Pactual Portugal – Empresa de Investimento, S.A. - Sucursal en Espana • BTG Pactual S.A. Comisionista De Bolsa • BTG Pactual US Capital LLC • EQI Corretora de Títulos e Valores Mobiliários S.A. 3. BTG is affiliated through common ownership with the following entities that provide banking services: • Banco Besa S.A. • Banco BTG Pactual S.A. • Banco BTG Pactual (Colombia) S.A. • Banco BTG Pactual Chile S.A. • Banco BTG Pactual S.A. – Cayman Branch • Banco Nacional de Investimentos S.A. 42  • Banco Nacional S.A. • Banco Pan S.A. • Banco Sistema S.A. • BTG Pactual Peru S.A.C. • BTG Pactual Bank, NA • BTG Pactual Europe, S.A. JV BTG Sênior Sociedade de Crédito Direto S.A. • 4. BTG is affiliated through common ownership with Engelhart CTP (US) LLC which is currently exempt from registration with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and/or commodity trading adviser. 5. BTG is affiliated through common ownership with the following entities that provide investment advisory services: • BTG Pactual (UK) Limited • BTG Pactual Asset Management S.A. DTVM • BTG Pactual Chile S.A. Administradora De Fondos De Invession De Capital Extranjero • BTG Pactual Chile S.A. Administradora General de Fondos • BTG Pactual Europe S.A. • BTG Pactual Europe Management Company S.A. • BTG Pactual Gestão e Consultoria de Investimentos LTDA • BTG Pactual Gestora de Investimentos Alternativos LTDA • BTG Pactual Gestora de Fondos S.A. de C.V. S.O.F.I • BTG Pactual Gestora de Investimentos Alternativos LTDA • BTG Pactual Gestora de Recursos LTDA • BTG Pactual Peru S.A. Sociedad Admini. de Fondos • BTG Pactual Portugal – Empresa de Investimento, S.A. • BTG Pactual Serviços Financeiros S.A. DTVM. • BTG Pactual Timberland Investment Group, LLC • BTG Pactual WM Gestão de Recursos Ltda. • Magnetis Gestora De Recursos LTDA • Perfin Administracao De Recursos LTDA 43  • Perfin Equities Admin. De Recursos Ltda. • Perfin Wealth Management Ltda. • Vitreo DTVM S.A. 6. BTG is affiliated through common ownership with the following entities that provide trust services: • BTG Pactual Sociedad Fiduciaria (Colômbia) S.A. • CSD Central De Serviços De Registro E Depósito Aos Mercados Financeiro E De Capitais S.A. 7. BTG is affiliated through common ownership with the following entities that provide insurance services: • BTG Pactual Reinsurance (Cayman) Ltd. • BTG Pactual Resseguradora S.A. • BTG Pactual Vida e Previdência S.A. • Too Seguros S.A. Investment Group, LLC manages (and/or makes BTG Pactual Timberland investment recommendations with respect to) certain assets of the Advisory Clients, subject to the direction of, and policies established by, BTG Pactual Asset Management US, LLC. BTG currently offers research and research related services to its clients that are distributed through and provided by its affiliate, BTG Pactual (UK) Limited. Pursuant to this arrangement, BTG shares a portion of the revenues earned from such research and services with BTG Pactual (UK) Limited. As such, BTG Pactual (UK) Limited has a financial incentive to distribute research generated by BTG. The revenue sharing arrangement is an internal transfer and does not result in any additional fees to research clients. BTG negotiates fees with each client with respect to the research services to be provided. An employee of BTG currently provides portfolio management services to certain offshore funds offered by BTG affiliated entities. These funds are not marketed to US investors, nor available for investment by US investors. d) Recommendation and Selection of Other Investment Advisers • Not applicable ITEM 11: CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Code of Ethics & Personal Trading BTG's Code of Ethics (the "Code") is designed to meet the requirements of Rule 204A-1 of the Advisers Act. The Code sets forth a standard of business conduct that takes into account BTG's 44  status as a fiduciary and requires the Firm to place the interests of Advisory Clients and investors above its own interests. The Code requires Staff Members to comply with applicable federal securities laws and requires Staff Members to promptly bring violations of the Code to the attention of the Firm's Compliance Department. Staff Members are provided with a copy of the Code and are required to acknowledge receipt of the Code periodically. The Code sets forth the Firm's controls over personal trading and also describes BTG's policies regarding the protection of confidential information. Staff Members are specifically prohibited from using their knowledge about pending transactions or investments currently being considered for personal profit, including by purchasing or selling such securities directly or indirectly. Further, all Access Persons (as defined in the Code) must periodically provide reports detailing personal securities transactions as well as securities holdings. Such reports will be reviewed by the Chief Compliance Officer ("CCO") or the CCO's designee to ensure compliance with the Code. BTG forbids all Staff Members from trading, either personally or on behalf of others, including Advisory Clients, on material non-public information ("MNPI") or communicating MNPI to others in violation of the law. This conduct is frequently referred to as "insider trading." This policy applies to all Staff Members and extends to activities within and outside his or her duties at BTG. Investors or prospective investors may obtain a copy of the Code by contacting the Adviser via e- mail at funds@btgpactual.com. Conflicts of Interest BTG will have a conflict of interest when investing in products sponsored or managed by the Firm or one of its affiliates. The agreement between the Firm and its Advisory Client will specify whether the Firm is permitted to invest in such products on behalf of the Advisory Client. The Firm and/or its affiliates will receive additional fees, which provides an incentive for the Firm to invest assets in such products. In order to mitigate this conflict of interest, the Firm will determine that purchasing such investment is in the best interest of the Advisory Client over similar investment offerings. BTG, its officers, members and Staff Members will invest in certain Advisory Clients for which the Firm serves as investment manager or adviser. In addition, the Firm's affiliated and related parties may have conflicts of interest in allocating their time between management of the Advisory Clients and other activities, in allocating investments among the Advisory Clients, and in effecting transactions for the Advisory Clients, including ones in which the affiliated and related parties may have a greater financial interest. BTG, its affiliates, and each of their respective directors, members, partners, shareholders, officers and Staff Members are not prohibited from conducting other business, including other business within the securities industry, whether or not such business is in competition with the Advisory Clients. For example, subject to the Code and applicable securities laws, BTG and such affiliated and related parties may act (and do act) as general partner, investment adviser or investment manager for more than one Advisory Client, may have, make and maintain 45  investments in their own name or through other entities and may serve (and do serve) as an officer, director, consultant, partner or stockholder of one or more investment funds, issuers, securities firms or advisory firms. Such other entities or accounts may have investment objectives or may implement investment strategies similar to or different from those of the Advisory Clients. In addition, affiliated and related parties may, through other investments, have interests in securities in which the Advisory Clients invest as well as interests in securities in which the Advisory Clients do not invest. The affiliated and related parties may give advice or take action with respect to such other entities that differs from the advice given or action taken with respect to one or more Advisory Clients. Although investments by BTG, its affiliates and their related persons alongside investors in the Advisory Clients can strengthen the alignment of interests between BTG and its Advisory Clients, any significant ownership interest by BTG, its affiliates, and their related persons in an Advisory Client could motivate BTG to make different investment decisions from those that would have been made otherwise. For example, BTG investment Staff Members may have an incentive to allocate more profitable investments to Advisory Clients in which they and their related persons have investments, or to trade the portfolios of those Advisory Clients first. BTG will, from time to time, be presented with investment opportunities that fall within the investment objective of an Advisory Client, the investment objectives of BTG as a principal investor, and/or the investment objectives of other investment funds, accounts, vehicles and clients sponsored, managed or advised by BTG. Not all investments which are within the primary investment focus of an Advisory Client will be allocated to an Advisory Client, and the governing documents of an Advisory Client allows BTG to make such investments away from such Advisory Client, or allocate them to others, in certain circumstances. Investments determined to be outside an Advisory Client's primary investment focus as well as investments that are determined in good faith by BTG are not suitable for such Advisory Client may be made away from such Advisory Client. Even if an investment manager has no incentive to favor one Advisory Client over another, the interests of one Advisory Client may conflict with those of another Advisory Client. A limited investment opportunity, for example, might be suitable to one or more Advisory Clients. In that case, BTG seeks to allocate the investment opportunity among relevant Advisory Clients pro rata based on assets under management or in some other manner that is fair and equitable under the circumstances to relevant Advisory Clients. BTG has established trade allocation policies and procedures addressing BTG's duties to allocate investment opportunities among Advisory Clients on a basis that BTG determines in good faith is appropriate or desirable in its sole discretion. Most investment opportunities that satisfy the investment parameters of a single particular Advisory Client will be allocated exclusively to that particular Advisory Client. In most cases, however, an investment opportunity may be appropriate for more than one Advisory Client. If an investment opportunity will be allocated, BTG will, to the extent practicable, determine that the allocation is made on a basis that BTG determines in good faith is appropriate or desirable in its sole discretion taking into account the 46  relevant facts and circumstances and parameters of the governing documents of the investment fund advised by BTG (or investment management agreement in the case of a managed account), the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals for each such Advisory Client, legal, tax and regulatory matters, portfolio diversification concerns, the specific nature of the investment, the risk-return profile of the investment, client relationships, the source of the investment opportunity, its contractual and legal obligations to BTG's security-holders and its other managed vehicles, accounts, clients and investors and the nature of their investment focus, its investment allocation policies and procedures, the relative amounts of capital available for investment, the participation by strategic co-investors and other considerations deemed relevant by BTG. The outcome of this determination may result in the allocation of all of an investment opportunity to an Advisory Client, or may result in such Advisory Client co-investing alongside BTG and/or other funds, accounts, vehicles, strategic investors or clients managed or advised by BTG and other co- investors, in either the same or different parts of the portfolio company's capital structure. Allocation of identified investment opportunities among an Advisory Client, BTG and other funds, accounts, vehicles, strategic investors and clients managed or advised by BTG and other co- investors presents inherent conflicts of interest where demand exceeds available supply or where the Firm cannot allocate the same investment opportunity to all suitable clients at the same cost. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to the advantage of the Advisory Client. As a result of the foregoing, not all amounts available to an Advisory Client or to BTG relating to an investment opportunity will be presented to such Advisory Client. In certain situations, participation of multiple Advisory Clients in a single transaction may require consent of the investor advisory committee or the investors of the participating Advisory Clients (or duly appointed representative in the case of a Managed Account). Allocation decisions are periodically reviewed to determine such decisions are made on a basis that BTG determines in good faith is appropriate or desirable in its sole discretion. BTG's policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to the Firm, any affiliates or their professionals. BTG permits one or more strategic investors to invest in transactions in which an Advisory Client invests if BTG determines in good faith that their investment would be beneficial in consummating such Advisory Client's investment (including where an investor can invest or commit to invest a significant amount of capital in a short period of time), successfully operating the portfolio company or its assets, disposing of the investment or otherwise adding value to the investment because of certain skills or attributes of the strategic investor. BTG may in its sole and absolute discretion give investors in an Advisory Client or third parties the opportunity to co-invest in a particular investment, including where BTG determines a portion of the equity required would unreasonably limit diversification of an Advisory Client. Subject to BTG's allocation policies and the governing documents of an Advisory Client, in general, (i) certain investors in an Advisory Client have a right to participate in any co-investment opportunity pursuant to their side letter, (ii) decisions regarding whether and to whom else to offer co-investment opportunities are made in the sole discretion of BTG or other participants in the applicable transactions, (iii) co-investment opportunities may, and typically will, be offered 47  to some and not other investors of an Advisory Client, (iv) certain persons other than investors in an Advisory Client may be offered co-investment opportunities, in the sole discretion of BTG, and (v) co-investors may purchase their interests in a portfolio company at the same time as an Advisory Client or may purchase their interests from an Advisory Client after such Advisory Client has consummated its investment in the portfolio company (also known as a post-closing sell down or transfer). As a general matter, BTG, in determining the allocation of co-investment opportunities, generally expects to take into account various facts and circumstances BTG deems relevant, including among others, whether a potential co-investor has expressed interest in evaluating co-investment opportunities, whether a potential co-investor has a history of participating in co-investment opportunities with BTG, the size of the potential co-investor's interest to be held in the underlying portfolio company as a result of an Advisory Client's investment (which is likely to be based on the size of the potential investor's capital commitment and/or investment in an Advisory Client), whether the potential co-investor has demonstrated a long-term or continuing commitment to the potential success of BTG, an Advisory Client, or other co-investment and/or other Clients, and such other factors that BTG deems relevant under the circumstances. The allocation of co-investment opportunities may involve a benefit to BTG including, without limitation, fees or carried interest from the co-investment opportunity and capital commitments to Advisory Clients. Investors are not entitled to be offered any co- investment opportunity by virtue of their investment in a particular Advisory Client. The Client may bridge such investments until capital is called from co-investors. Any capital returned from such a bridge will generally be treated as not having been contributed for purposes of an Advisory Client's governing documents. The performance of co-investments is not aggregated with that of any Advisory Client, including for purposes of determining the calculation of performance fees or management fees. BTG may or may not charge management fees, one-time funding fees and/or performance fees in respect of co-investments, as it determines in its sole discretion. As discussed in Item 8, BTG enters into side letters or other similar agreements with certain investors in connection with their admission to an Advisory Client, which includes special rights with respect to co-investment. BTG is an adviser to an open-ended real asset fund that calculates its quarterly management fee based on the fund’s net asset value (“NAV”) as described in fund’s governing documents. The NAV is based on independent appraisals of value conducted by third-party appraisal firms for the timberland and forestry-related assets owned by the fund. Appraisals are (i) inherently subjective in certain respects and rely on a variety of assumptions, including assumptions about projected cash flows for the remaining holding periods for the assets and (ii) based in large part on information at the time of the appraisal, and market, property and other conditions may change materially after that date. Furthermore, timberland assets generally cannot be marked to an established market or readily tradable assets. Accordingly, the appraised values of the investments may not accurately reflect the actual market values of the assets and the fund’s value as determined in accordance with the appraisal procedures described above may be inexact and may not reflect the value of the fund’s underlying investments, and, thus, investors may make decisions as to whether to invest in or redeem interests in the fund without complete and accurate valuation information. The fund’s NAV will ultimately be determined by BTG or an affiliate and as such BTG has a conflict of interest as it is incentivized to value the fund’s assets 48  favorably. To mitigate this conflict, BTG or its affiliate has engaged a nationally recognized independent appraisal management firm as a valuation assurance agent which will oversee and administer the appraisal process for the fund and attest to the valuation's representation of the market. Their work includes a review of the valuation methodology, valuation assumptions, and valuation conclusion of the portfolio. Furthermore, BTG or its affiliates will only engage independent, third-party appraisal firms to perform the timberland appraisals. Lastly, BTG or its affiliates retains a qualified third-party auditor who audits the fund on an annual basis. Additional information on the fund’s valuation process is disclosed in the fund’s governing documents. BTG, in its full discretion, will make proprietary investments in early stage companies that it believes will add value to its forestry management business. BTG may, and likely will act as a customer for any such company in which it is an investor. Services provided to BTG by such companies may pertain to assets managed on behalf of BTG’s Advisory Clients and/or co-investors and will result in these accounts paying service fees to companies in which BTG has a financial interest. BTG will only engage these forestry service providers as a customer if it determines that the use of their services would be in the best interest of the particular Advisory Client. Pursuant to the foregoing, all or a portion of any investment opportunity within the investment objective of an Advisory Client may be allocated to other funds, accounts or vehicles advised or sponsored by BTG. BTG's exercise of its discretion in allocating investment opportunities with respect to a particular investment among various Advisory Clients may not, and often will not, result in proportional allocations among such Advisory Clients, and such allocations may be more or less advantageous to some Advisory Clients relative to other Advisory Clients. There can be no assurance that an Advisory Client's actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which BTG may be subject, discussed herein, did not exist. ITEM 12: BROKERAGE PRACTICES Selection of Broker-Dealers & Soft-Dollar Arrangements In selecting broker-dealers with whom to place orders for purchases and sales of securities on behalf of our Advisory Clients, the Firm's primary objective is to obtain best price and execution – that is, prompt, errorless, execution of orders at the most favorable prices reasonably obtainable. In doing so, the Firm considers a number of factors, including, without limitation: • the overall direct net economic result to the client (including commissions, which may not be the lowest available but which ordinarily will not be higher than the generally prevailing competitive range), • the financial strength of the broker-dealer, • the reputation and stability of the broker, • the efficiency with which transactions are generally executed, • the ability to effect the particular transaction, 49  • the availability of the broker-dealer to stand ready to execute difficult transactions in the future, and • other matters involved in the receipt of brokerage and research. BTG will also consider the quality of firms with which it seeks to execute client orders, the adequacy of lines of communication, timeliness of reports of order execution, the capacity to accommodate unusual trading volume and the preservation of client anonymity, among other factors. Although the primary consideration in allocating transactions to broker-dealers will be to obtain favorable prices and efficient executions, BTG does not have an obligation to, and does not always seek to, obtain the lowest priced execution regardless of qualitative considerations. Selecting broker-dealers on the basis of considerations that are not limited to the applicable commission rates will likely result in higher transaction costs than would otherwise be obtainable. As discussed below, the use of brokerage commissions to obtain research does benefit BTG since BTG would otherwise be required to produce or pay for this research out of its own pocket. The Firm may pay higher commissions or direct trading business to a particular broker-dealer in order to receive research or other services (a practice known as a "soft dollar arrangement"). Research or brokerage services that can be acquired by BTG with soft dollars include, without limitation and to the extent permitted by applicable law: (i) research reports on companies, industries and securities; (ii) economic and financial data; (iii) financial publications; (iv) quantitative analytical software; and (v) market data related software and services. Such services will be either proprietary (i.e., created and provided by the broker-dealer) or third-party (created by a third-party but provided by the broker-dealer). For Advisory Clients that receive Customized Investment Advisory Solutions from BTG, BTG may recommend that such Advisory Clients maintain their account at Charles Schwab & Co., Inc. (“Schwab”) a registered broker-dealer, member SIPC, as the qualified custodian. BTG is independently owned and operated and is not affiliated with Schwab. Schwab will hold the Advisory Clients’ assets in a brokerage account. BTG will input the trades for the Advisory Clients via Schwab’s online system or place an order into Schwab’s trading desk if BTG cannot access Schwab’s online system. Conflicts of interest associated with this arrangement are described in Item 14 (Client Referrals and Other Compensation). Even though the Advisory Client account is maintained at Schwab, BTG can still use other brokers to execute trades. However, BTG has determined that having Schwab execute trades for accounts custodied with Schwab is consistent with BTG’s duty to seek best execution of trading activity. All of the Firm's soft-dollar arrangements meet the requirements of the Section 28(e) safe harbor. Because many broker-dealers do not unbundle the cost of proprietary research from the cost of execution, the option of paying separately for execution and research does not always exist. The receipt of such research and other services and the determination of the appropriate allocation thus creates a potential conflict. While research or brokerage services obtained in this manner can be used in servicing any or all of the Firm's client accounts, such products and services tend to disproportionately benefit one or more clients relative to others based on the amount of 50  brokerage commissions paid, the nature of the research or brokerage products and services acquired and their relative use or value for particular accounts. For example, in some cases, the research or brokerage services that are paid through a client's commissions might not be used in managing that client's account. In addition, other clients can receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services provided as a result of transactions executed on behalf of a client account for which such products and services are also used. Broker-dealers may sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocations or may exceed the suggestions because total brokerage is allocated on the basis of all the considerations described above. A broker- dealer will not be excluded from receiving business simply because it has not been identified as providing research. Although BTG will make a good faith determination that the amount of commissions paid by an Advisory Client is reasonable in relation to the value of the research and brokerage services received, the research and brokerage services received may be used in servicing any or all of BTG's Advisory Clients. Advisory Clients may be subject to different commission rates. The Adviser provides services to Advisory Clients who are clients of different business units within the BTG Pactual Group, such as its asset management and wealth management businesses. Each BTG Pactual business unit negotiates its own commission rates on behalf of its clients. Therefore, the commission rate paid by each Advisory Client will depend on the business unit of BTG of which it is a client. Brokerage for Client Referrals The Firm does not consider, in selecting or recommending a broker-dealer, whether the Firm or a related person receives client referrals from that broker-dealer. Directed Brokerage Certain Advisory Clients may recommend that we use their preferred broker-dealer(s). The Firm may agree to use such broker-dealer(s) subject to our determination that said broker-dealer provides best execution of client transactions. With regards to the Firm's wealth management discretionary accounts, the Firm may accept clients who direct us to execute transactions through a specified broker-dealer. In such cases, the Adviser may be unable to achieve the most favorable execution of client transactions. Directing brokerage may cost clients more money, such as in the form of higher commission and other fees. For example, in a directed brokerage account, a client may receive less favorable prices on securities, or a client may pay higher brokerage commissions because the Firm may not be able to aggregate (bunch) orders to reduce transaction costs. For most Advisory Clients, the Firm is not required to direct all of its brokerage to or through a specified broker-dealer. However, for certain wealth management discretionary accounts, the Firm may recommend that a client direct its brokerage through a broker, which in some cases may be an affiliate of the Firm. The Firm will make such a recommendation only when it believes 51  that the broker's execution quality and overall services is adequate, its overall commission and fee rates are reasonable, and the costs represent the usual and customary rates in the industry for comparable services. Such rates will usually reflect that trades are broker-assisted trades, and rates may not be comparable if they relate to services that are not comparable. For example, such rates will not be as inexpensive as using a discount broker. In some cases, the Firm may recommend, or an Advisory Client may select, directing brokerage through a broker that is affiliated with the Firm. Such directed brokerage creates a material conflict of interest for the Firm. That is, the Firm may be reluctant to recommend unaffiliated brokers and has an incentive to recommend that a client direct its brokerage to the Firm's affiliated brokers, because the Firm or its affiliate would likely receive greater economic benefits from such arrangement compared with other brokerage arrangements. The Firm seeks to address or mitigate this conflict of interest by evaluating each directed brokerage arrangement that it may recommend, considering the commission and fee rates, assessing the suitability of such an arrangement for the specific client, making disclosures to clients, and periodically reviewing the quality of execution. Such rates and fees will not necessarily be as low as that available to the other categories of the affiliated broker's other brokerage customers, such as large-volume traders. Advisory Clients should be aware that other brokerage options are available. Aggregation (Bunching) of Trades Securities transactions in investment advisory accounts are normally implemented on a consistent basis across accounts. In order to accomplish this, orders are aggregated (bunched) and allocated in accordance with the Firm's Trade Allocation Policy, designed to ensure fair treatment between Advisory Clients in respect to executed trades. In addition to considerations of equity, bunching avoids placing competing orders, improves order management, and may, because of larger order size, permit some degree of price improvement relative to a series of individually placed orders. The Firm may aggregate Advisory Client orders for execution where it believes it is in the best interests of Advisory Clients to do so. BTG will not aggregate orders when it is not consistent with its duty to obtain best execution and to comply with the terms of the investment guidelines and restrictions of each Advisory Client for which trades are being aggregated. In such situations, the inability to aggregate the trade could result in an increase in transactions costs for the Advisory Client. BTG generally does not aggregate client transactions with respect to Advisory Clients receiving Customized Investment Advisory Solutions, as Advisory Client accounts are individually reviewed and managed, and transaction costs are not saved by aggregating orders in most circumstances in which the Firm arranges transactions. Trade Errors On occasion, an error with respect to trades made on behalf of an Advisory Client account may occur (a "trade error"). BTG seeks to identify and correct any trade errors at the earliest opportunity. The Adviser seeks to ensure that any trade errors are handled with the same care and attention that goes into the investment management process ensuring applicable trade errors are compensated to an Advisory Client without undue delay. A trade error is generally an operational error in the placement, execution or settlement of a transaction. Trade errors typically do not include: (i) intentional or reckless acts of misconduct or (ii) an investment 52  recommendation or decision resulting in poor performance, but may include inadvertent errors and negligent acts. ITEM 13: REVIEW OF ACCOUNTS The Adviser has detailed knowledge of the investments in each Advisory Client. The Advisory Client portfolios are under regular review by the investment professionals responsible for such account and seek to ensure that transactions are within the parameters of the various investment mandates. The compliance and operations departments periodically review the portfolios for most Advisory Clients. Wealth management portfolios, both discretionary and non-discretionary, also receive periodic reviews by wealth management Staff Members and the respective account managers. All Advisory Clients receive or have the option to receive monthly or quarterly reports. Wealth management clients have access to their portfolio provided by their custodian banks and also have the option of receiving monthly reports from the Firm or more frequent access through an internet client portal. The nature of monthly and quarterly reports to Advisory Clients and wealth management clients depends on the terms of the governing documents of such clients' accounts and/or the requirements of any exchange or market on which their securities are admitted to trade or the relevant management agreement. Some Advisory Clients are typically provided with written annual audited financial statements. Private fund investors will receive reports as disclosed in the offering memoranda of each private fund. Audited Financial Statements are sent to private fund investors within either 90 or 120 days of the financial year end, depending upon the private fund's requirements. Advisory Clients who receive services under BTG’s Customized Investment Advisory Solutions will receive continuous personal Advisory Client contact and interaction while BTG provides investment advisory services and, if agreed with the Advisory Client, discretionary investment management services. ITEM 14: CLIENT REFERRALS AND OTHER COMPENSATION From time to time BTG will engage or offer compensation to, and in the past has engaged, or offered compensation to solicitors (who may or may not be affiliated with the Adviser) to refer potential investors to private funds, investment vehicles and/or managed accounts. These are known as paid endorsements. As compensation for its services, the solicitors will typically receive a portion of the investor's fees paid to the Adviser although the structure of the compensation will vary and will be fully disclosed to the client. All solicitor agreements comply with the conditions and requirements of Rule 206(4)-1 under the Advisers Act. For Advisory Clients of BTG Pactual Family Office that maintain their account at Schwab, BTG receives an economic benefit from Schwab in the form of the support products and services it makes available to BTG. BTG benefits from the products and services provided because the costs 53  of these services would otherwise be borne directly by BTG, and this creates a conflict. Advisory Clients should consider these conflicts of interest when deciding to open an account at Schwab. Conflicts of interest can arise when individual/s receive direct or indirect compensation as a result of their endorsement or resulting from the Adviser’s relationship with the individual/s providing the endorsement. ITEM 15: CUSTODY Due to certain arrangements, such as BTG or an affiliate serving as the general partner of a limited partnership Advisory Client, BTG will be deemed to have custody of some Advisory Client assets within the meaning of Rule 206(4)-2 under the Advisers Act. BTG does not have custody of most wealth management or BTG Pactual Family office accounts within the meaning of Rule 206(4)-2 under the Advisers Act, except for accounts where an affiliate of BTG acts as qualified custodian. For wealth management and BTG Pactual Family Office clients, qualified custodians send investors account statements and all investors should review these statements carefully and should immediately contact BTG if account statements are not received from the custodian on at least a quarterly basis. To the extent BTG, pursuant to the relevant advisory contract or otherwise, separately provides reports or account statements, investors should compare BTG's statements carefully to the account statements received from the custodian. If there are any discrepancies between the account statements, please contact the Firm immediately. In addition, some of the Firm's Advisory Clients are generally (1) audited at least annually and (2) the audited financial statements are prepared and distributed to all investors in accordance with Rule 206(4)- 2. ITEM 16: INVESTMENT DISCRETION BTG manages Advisory Client assets on a discretionary basis with the authority to determine what investments are made, as well as when and how they are made, in accordance with the investment guidelines, policies and restrictions set forth in the various governing documents. BTG also provides investment advice to wealth management Advisory Clients on both a discretionary and non-discretionary basis. Prospective investors are provided with relevant governing documents prior to their investment and are encouraged to carefully review such materials to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors should also consult with their legal, tax, or other advisors prior to making any investment. As noted in Item 4 above, BTG has established, and may in the future establish, managed accounts for large or strategic investors. These account agreements may place limitations on the Adviser's discretionary investment authority, including limitations on objectives, guidelines, and restrictions. For Advisory Clients that receive Customized Investment Advisory Solutions from BTG, BTG will receive a power of attorney from the Advisory Client to access account data and advise on asset 54  allocation, security selection and risk management. BTG will discuss with the Advisory Client all changes in the portfolio, provide updates on market and economic developments and propose adequate investment products. Trades in the Advisory Client portfolio will be communicated by BTG to each custodian and confirmed by the custodian with the Advisory Client. Under certain arrangements, Advisory Clients may also grant BTG power of attorney to execute discretionary trades on their behalf. ITEM 17: VOTING CLIENT SECURITIES a) Proxy Voting Authority The U.S. Securities and Exchange Commission adopted Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over Advisory Client securities to implement proxy voting policies. In accordance with such rules, BTG has: • Adopted and implemented written policies and procedures reasonably designed to ensure that the adviser votes client securities in the clients’ best interests. Such policies and procedures must address the manner in which the adviser will resolve material conflicts of interest that can arise during the proxy voting process; • Disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their securities; and • Describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures. With respect to the firm’s wealth management and BTG Pactual Family Office businesses, BTG will not assume proxy voting authority and will not vote proxies for Advisory Client accounts. This also includes its Customized Investment Advisory Solutions business. BTG will also not provide advice or take action with respect to legal proceedings (including class actions and bankruptcies) relating to securities held by an Advisory Client, except to any extent required by law or regulation. For private fund Advisory Clients managed by BTG, BTG’s general policy is to vote proxy proposals, amendments, consents or resolutions relating to Advisory Client securities (collectively, “proxies”), in a manner that serves the best interests of the Advisory Clients, as determined by BTG in its discretion. BTG has retained ProxyEdge to provide reporting, proxy execution and recordkeeping services. BTG generally follows the voting recommendations of the portfolio manager who is responsible for managing the portfolio of the applicable Advisory Client. Additionally, BTG may abstain from voting or affirmatively decide not to vote if BTG determines that abstaining or not voting is in the best interests of the Advisory Clients. 55  At times, conflicts may arise between the interests of the Advisory Clients, on the one hand, and the interests of BTG or its affiliates, on the other hand. If BTG determines that it has, or may be perceived to have, a conflict of interest when voting a proxy, it will address matters involving such conflicts of interest as follows: 1. Vote the proxy in accordance with BTG’s proxy policies; 2. Disclose the conflict to the Advisory Client(s), providing sufficient information regarding the matter and the nature of the Firm’s conflict, and obtaining consent before voting; 3. Employ an outside service provider to advise in the voting of the proxy; or 4. Decline to vote the proxy because the cost of addressing the potential conflict of interest is greater than the benefit to the Advisory Clients of voting the proxy. BTG will document all instances where a proxy involved a conflict of interest, including the nature and the circumstances of the conflict, the steps taken by the Firm to resolve the conflict of interest, and the vote(s) as a result. Votes on all matters are determined on a case-by-case basis and consideration is given to both the short and long term implication of the proposal to be voted on. b) Client Proxy Voting Authority BTG operates a policy of exercising proxies for certain Advisory Clients as permitted within governing documents. Voting policy is undertaken at all times in the best interests of the Advisory Clients and for their benefit. As previously discussed, BTG does not agree to assume any proxy voting authority with respect to wealth management and BTG Pactual Family Office clients. This also includes Customized Investment Advisory Solutions clients. BTG will not have any obligation or authority to take any action or render any advice with respect to the voting of proxies. Clients will receive their proxies or other solicitation directly from their custodian. Clients should contact their custodian with any questions about proxy solicitations. BTG Advisory Clients who receive Customized Investment Advisory Solutions will need to check with the respective financial entity where their account(s) is custodied to determine proxy voting authority as BTG will not have discretion to vote proxies on behalf of these Advisory Clients. Investors that wish to obtain a copy of BTG’s proxy voting policy or proxy voting history should contact BTG by calling 212-293-4600. 56  ITEM 18: FINANCIAL INFORMATION OF THE ADVISER No financial events have occurred to BTG that would negatively affect the financial viability of the Firm. There is no financial condition of BTG that is reasonably likely to impair BTG's ability to meet contractual commitments to clients. In an effort to be transparent to all investors, please see the below disclosure regarding Banco BTGP’s recent credit ratings. Banco BTGP is the ultimate parent company of the Firm. Banco BTGP's credit rating is not likely to impair the Firm's ability to meet its contractual commitments to clients. a) Financial Disclosures • Not applicable b) Material Financial Impairment • Not applicable to the Firm c) Bankruptcy Petitions • Not applicable Financial disclosure regarding Banco BTG Pactual: As of March 2026, Banco BTGP’s ratings on the long-term global scale were: • Moody’s: Ba1 • Standard & Poor’s: BB • Fitch Ratings: BB+ (long term IDR) • Fitch Ratings: B (short term IDR) 57 

ITEM 1: BTG PACTUAL ASSET MANAGEMENT US, LLC WRAP FEE PROGRAM BROCHURE APPENDIX 1 TO BTG PACTUAL ASSET MANAGEMENT US, LLC FORM ADV PART 2A BTG Pactual Asset Management US, LLC 601 Lexington Avenue, 57th Floor New York NY 10022 Portfolio Advisor Program (PAP) Portfolio Manager Program (PMP) • Modeled Strategy • Custom Strategy Unified Managed Account Program (UMA) March 31, 2026 https://www.btgpactual.com/ ITEM 1: COVER PAGE This wrap fee brochure provides information about the qualifications and business practices of BTG Pactual Asset Management US, LLC (“BTG Pactual AM US,” “BTG”, the “Firm” or “we”). If you have any questions about the contents of this brochure, please contact us at 212-293-4600. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. BTG may refer to itself as a “registered investment adviser” or “RIA”. You should be aware that registration with the SEC or a state securities authority does not imply a certain level of skill or training. Additional information about BTG is also available on the SEC’s website at www.adviserinfo.sec.gov. You can search this website by a unique identifying number, known as a CRD number. BTG’s CRD number is 152538.  Wrap Program Brochure | March 31, 2026 ITEM 2: MATERIAL CHANGES The last update of the Wrap Fee Program Brochure (the “Wrap Fee Brochure”) was on September 9, 2025. This Brochure contains the following changes to our prior Brochure. • This update includes the addition of details and disclosures related to the Portfolio Manager Program (PMP), a newly offered Wrap Account Program with discretionary management provided by BTG Pactual Asse Management US, LLC • As of December 2025, the Firm’s new Chief Compliance Officer is Dagmara Frankowska. • Item 4: The Background section was updated to identify a change in the Adviser’s ownership. As of January 1, 2026, the Adviser is a wholly owned subsidiary of BTG Pactual Bancorp, LLC, a bank holding company, and an indirect subsidiary of Banco BTG Pactual S.A. (“Banco BTGP”), a Brazilian investment bank. • Item 9: The Material Business Relationships with Certain Related Persons section was updated to reflect changes in BTG’s affiliated entities. In particular, BTG Pactual Bank, NA is a new US-domiciled insured depository institution that provides traditional banking products and services. 2  Wrap Program Brochure | March 31, 2026 ITEM 3: TABLE OF CONTENTS ITEM 1: COVER PAGE ............................................................................................................................................. 1 ITEM 2: MATERIAL CHANGES ................................................................................................................................. 2 ITEM 3: TABLE OF CONTENTS ................................................................................................................................ 3 ITEM 4: SERVICES, FEES AND COMPENSATION ..................................................................................................... 4 ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS............................................................................... 16 ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION .......................................................................... 17 ITEM 7: CLIENT INFORMATION PROVIDED TO ADVISORS ................................................................................... 25 ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS ................................................................................... 26 ITEM 9: ADDITIONAL INFORMATION ................................................................................................................... 27 3  Wrap Program Brochure | March 31, 2026 ITEM 4: SERVICES, FEES AND COMPENSATION Background This Wrap Fee Brochure describes the BTG Pactual AM US Programs that BTG Pactual AM US makes available to Clients of the Firm. BTG Pactual AM US is a Delaware Limited Liability Company formed in 2011, which succeeded BTG Pactual US Asset Management Corp. founded in 2008. BTG Pactual AM US is an investment adviser registered with the U.S. Securities and Exchange Commission. BTG Pactual AM US was formed in 2013 to provide investment advisory services to funds, vehicles and managed accounts focusing on timberland and other assets derived from forest and land use activities. BTG is a wholly owned subsidiary of BTG Pactual Bancorp, LLC, a bank holding company, and an indirect subsidiary of Banco BTG Pactual S.A. (“Banco BTGP”), a Brazilian investment bank. BTG Pactual AM US’s investment advisory business primarily consists of the following activities: (i) acting as an adviser and sub-adviser to private funds; (ii) acting as an adviser to managed accounts on both a discretionary and non-discretionary basis; (iii) providing customized investment advisory solutions to Clients through discretionary or non-discretionary investment advice on asset allocation, security selection, and risk management; and (iv) sponsoring wrap fee programs. BTG Pactual AM US also provides generic and bespoke research products and services to its Clients. BTG Pactual Timberland Investment Group, LLC ("TIG"), a "relying adviser" of BTG Pactual AM US, provides investment advice to private funds and managed accounts focusing on investments in timberlands and other private markets. The Programs are investment advisory programs sponsored by BTG Pactual AM US. The Programs are provided through different specialized services described below. Investment activities focus on investments in various kinds of assets and securities in a variety of markets that are intended to fit within a Client’s objectives, strategies and risk profile as described by each Client. Prior to BTG Pactual AM US rendering any of the foregoing advisory services, Clients are required to enter into one or more written agreements with BTG Pactual AM US setting forth the relevant terms and conditions of the advisory relationship (the “Advisory Agreement”). While this brochure generally describes the business of BTG Pactual AM US, certain sections also discuss the activities of its “Supervised Persons,” which refer to the Firm’s officers, partners, directors (or other persons occupying a similar status or performing similar functions), employees or any other person who provides investment advice on BTG Pactual AM US’s behalf and is subject to BTG Pactual AM US’s supervision or control. In this Brochure, the term “Advisor” refers to a Client’s discretionary investment adviser or implementation manager, which for certain Programs may be Supervised Persons of BTG Pactual AM US, or in certain Programs, the overlay manager (e.g., the UMA Overlay Manager (as defined below)). The term “Fund” refers to a mutual fund, exchange-traded fund (ETF), and/or other pooled investment vehicle. Overview of the Services Provided under the Program Through the Programs, BTG Pactual AM US provides discretionary and non-discretionary investment advisory services to its Clients across a broad range of asset classes and investments. Clients investing through a Program pay a “wrap” fee for such services offered by a “Manager.” Such Manager can be either BTG Pactual 4  Wrap Program Brochure | March 31, 2026 AM US or a manager that is unaffiliated with BTG Pactual AM US (i.e., investment advisers that BTG Pactual AM US does not control) (“Unaffiliated Manager”). The wrap fee, as described in more detail below, covers the compensation of BTG Pactual AM US, as sponsor of the Programs, as well as the services of BTG Pactual AM US as the Manager, and also generally covers the cost of brokerage execution through BTG Pactual US Capital LLC (“BTG Broker-Dealer”), custody at Pershing LLC (“Pershing”), reporting and other administrative services, except as otherwise disclosed by BTG Pactual AM US here or elsewhere. For any Portfolio Manager-investment management services offered by an Unaffiliated Manager, a separate fee is charged to the Client. For example, Clients investing in the UMA Program will pay two fees. There is one fee to cover the asset-based wrap fee to BTG Pactual AM US and another fee that covers charges for Portfolio Manager-investment services to the Unaffiliated Manager. As a Client of BTG Pactual AM US, you also have the option of investing through a commission or transaction- based account, which may be more appropriate than investing through a Program if you do not want ongoing investment advice or management of your account, but instead desire only periodic or on-demand recommendations. A commission-based account may result in lower costs for you if you trade on an infrequent or occasional basis. You may wish to review and consider these factors when deciding whether or not to make an investment in any of the Programs. If you decide to make an investment in any Program and cost is a consideration in your decision to invest, then you should check your account statements regularly to review the level of trading, and periodically talk to your Manager about the level of trading in your account and the fees involved to determine if an investment in a Program makes sense for you. For some investors in the Programs, costs may not be a consideration for their decision to invest as their main consideration is having access to the Managers available in the Programs. To enroll into any of the Programs, Clients complete an investor profile describing their individual investment objectives, liquidity and cash flow needs, time horizon and risk tolerance, as well as any other factors pertinent to their specific financial situations. After an analysis of the relevant information, the Advisor assists Clients in developing an appropriate strategy for managing their assets. The Client must also enter into an Advisory Agreement with BTG Pactual AM US. The Advisory Agreement governs the terms of existing investment advisory accounts and Client relationships with BTG Pactual AM US. The Programs: 1. Portfolio Advisor Program (PAP) PAP is intended for investors who seek to establish strategic investment goals and receive ongoing investment advice but wish to retain ultimate decision-making authority over the trading activity in their account. PAP is not intended for Clients who envision maintaining consistent high levels of cash, money market mutual funds, or other short-term securities. BTG Pactual AM US provides recommendations and research regarding the investment of securities and cash in a Client’s account. These services are individually tailored to each Client’s needs and in line with the Client’s risk score, as per the Client’s investor profile. Because PAP accounts are advised on a non- discretionary basis, the Client’s Advisor will only effect transactions for the PAP account after receipt of Client approval to effect such transactions. 5  Wrap Program Brochure | March 31, 2026 BTG Pactual AM US will contact the Client periodically to review the PAP account and to assist the Client in ensuring that the account remains consistent with the Client’s risk score and within appropriate asset allocation parameters. The Client retains final decision-making authority and responsibility for the selection of, and any changes to, the investment objective, risk tolerance, the target and/or actual asset allocation, and the particular securities and other assets held in the account. BTG Pactual AM US generally permits Clients to place unsolicited online orders or through their relationship managers for the purchase and/or sale of securities in PAP accounts, subject to any limits, restrictions and/or conditions BTG Pactual AM US may choose to enforce on such orders and BTG Pactual AM US may, in its sole discretion, decline to accept or effect such an order in a PAP account at any time, with or without prior notice to the Client. Online trading capabilities are currently offered through NetxInvestor, a Pershing platform. The Firm may also offer online trading capabilities via proprietary platforms to Clients in the future. Some trade requests might need approval from BTG Pactual AM US prior to being processed. Clients should not consider their online orders final until the transactions are fully executed in their PAP account. One type of investment vehicle eligible for purchase by PAP accounts can purchase an Actively Managed Certificate (“AMC”), which can be purchased directly with the BTG Broker-Dealer trading desk. An AMC is a vehicle that combines the features of actively managed funds and structured products, offering the Client a solution to access a professionally managed portfolio through a single instrument. The portfolio will be managed by the BTG Pactual Portfolio Solutions team. It should be noted that the fees for trading an AMC are outside of the “wrap fee”. The Client will pay additional fees outside of the “wrap fee” in connection with investing and trading the AMC. These additional fees are related to the cost of structuring and trading the AMC and are reflected in its Net Asset Value (“NAV”). These fees are paid to the third party entity structuring the AMC. BTG Pactual AM US and its affiliates do not receive any additional fees specific to the Client’s investment in the AMC. However, the wrap fee will not cover the transaction costs incurred by the AMC vehicle itself, which will be paid to BTG Broker-Dealer or third- party brokers for execution services. Assets held in AMCs are included for purposes of calculating the asset-based wrap fee charged to the Client by BTG Pactual AM US. PAP accounts are generally restricted from trading structured notes, subject to the Firm’s discretion. A PAP account may hold an existing structured note that was transferred in. The structured note will be included for purposes of calculating the PAP account’s asset-based fee. 2. Portfolio Manager Program (PMP) PMP investment strategy approaches are designed for Clients who seek to delegate discretion for investment decisions in their account to BTG Pactual AM US. This means that BTG Pactual AM US, as Manager, will manage the PMP account on a discretionary basis, subject only to any reasonable investment restrictions provided to and accepted by BTG Pactual AM US. We will only manage Client’s account on a discretionary basis upon obtaining your consent. Client’s consent is typically granted and evidenced in the Client agreement that the Client signs with us. We define discretion as: the ability to trade your account, without obtaining Client’s prior consent, the securities and amount of securities to 6  Wrap Program Brochure | March 31, 2026 be bought or sold, and the timing of the purchase or sale. It does not extend to the withdrawal or transfer of Client’s account funds. BTG, As Manager, will be directly responsible for making the investment decisions for the account and will be reasonably available to discuss the management of the account with the Client. The investments that BTG makes on a Client’s behalf can include equities, fixed income, Funds, options, structured products (e.g. illiquid alternatives), cash and/or cash alternatives. Investment Strategy Approaches in PMP PMP currently offers two types of fully discretionary basis investment strategy approaches (each, an “Investment Strategy Approach”): a “Modeled Strategy” (PMP - Modeled Strategy) approach, where Clients select a specific strategy managed by a Manager, and a “Custom Strategy” (PMP – Custom Strategy) approach where Clients select a specific strategy but require some level of customization and grant the Manager’s discretion to implement a custom strategy that takes into account their own individual investment needs and requests. A further description of each PMP Investment Strategy Approach is included below. Each Investment Strategy Approach in PMP is distinguished by how BTG Pactual AM US implements and delivers advice to Clients in PMP. PMP - Modeled Strategy Approach When a Client selects the Modeled Strategy Approach for his or her PMP account(s), BTG, as Manager, will manage the Client’s PMP account in accordance with the strategy that the Client has selected in consultation with the Manager, taking into account the Client’s financial situation and other information the Client has provided for their account(s). PMP - Custom Strategy Approach When a Client selects the Custom Strategy approach for his or her PMP account(s), the Client will select a strategy and the Manager will take into account such strategy and implement it according to the Client’s financial circumstances and information the Client has shared to provide specific customization. As an example, a Client could request the fixed income sleeve of the portfolio to be implemented using individual bonds. Only accounts that participate in the PMP – Custom Strategy will generally be permitted to trade structured notes. Trading of structured notes will generally not be permitted in PMP- Modeled Strategy accounts, subject to the Firm’s discretion. Structured notes will be included for purposes of calculating the PMP account’s asset-based fee. 3. Unified Managed Account Program (UMA) The Unified Managed Account Program (“UMA”) provides Clients with the opportunity to invest your assets across multiple investment strategies and asset classes by implementing an asset allocation strategy. UMA is a Wrap Account program that offers these advisory services along with brokerage and custodial services for a single, annual, asset-based advisory fee. In UMA, Clients appoint BNY Mellon Advisors, Inc. (CRD# 106108/SEC# 801-52378) (the “UMA Overlay Manager”), an unaffiliated portfolio manager, to manage Client accounts on a discretionary basis. Clients can allocate UMA account 7  Wrap Program Brochure | March 31, 2026 assets to available model portfolios that are provided to the UMA Overlay Manager by affiliated or unaffiliated model portfolio providers for the UMA Overlay Manager’s use in managing the account and/or to available investment strategies (“Joint Discretion Strategies”) that are managed jointly by the UMA Overlay Manager and affiliated and unaffiliated investment advisers (“Joint Discretion Managers”). In addition, Clients can also choose to allocate account assets to specific securities made available through UMA, which are typically Funds, but from time to time also may include other types of securities. The discretionary management of Client assets by the UMA Overlay Manager and any Joint Discretion Managers and the investment of assets in specific securities selected by the Client take place in a single, unified BTG advisory account. Besides BNY Mellon Advisors, Inc., BTG Pactual AM US may appoint other unaffiliated portfolio managers under UMA in the future. Clients determine how to invest through UMA after consulting with a BTG Advisor. In connection with opening a UMA account, Clients will answer a series of questions relating to the Client’s investment objective(s), goals, time horizon and risk tolerance, which will identify the risk profile for the account. The risk profile will dictate a target asset allocation for the account. The Advisor will typically work with and assist the Client in developing the target allocation. The Client may deviate from the recommended asset class weightings for the selected risk profile, but can only deviate to the next, more conservative risk profile (e.g., the target allocation selected for an account with a balance risk profile can select the target allocation for the conservative risk profile). BTG Pactual AM US determines which model portfolios are available through BNY Mellon Advisors, Inc., and reviews the UMA Overlay Manager and model portfolios on a periodic basis to determine whether they will continue to meet the investment needs of UMA Clients. Accordingly, from time to time, BTG Pactual AM US may change the UMA Overlay Manager and/or add and remove specific model portfolios to and from UMA, as further described below. The UMA Overlay Manager has the authority to remove an unaffiliated portfolio manager from the UMA without BTG Pactual AM US’s and/or the UMA Client’s permission. BTG Pactual AM US will provide the UMA Clients with BNY Mellon Advisors, Inc.’s current Form ADV Part 3 Form CRS and Form ADV Part 2A – Managed360 Program at or before account opening. Even though BTG Pactual AM US will identify and recommend model portfolios, the Client is responsible for the ultimate selection of the model portfolios and/or securities for their account(s), as well as the target allocation and the target portfolio. The following disclosures are for all Programs, as applicable: Tax Consequences When Client elections result in the sale of securities, when accounts are funded with securities, or when funds 8  Wrap Program Brochure | March 31, 2026 are removed or replaced in a Client portfolio, Clients may incur redemption charges and taxable gains or losses. Clients should consult their own tax advisors when making these decisions. BTG Pactual AM US and its affiliates do not provide tax advice. Funding Clients can fund their accounts by depositing cash and/or securities acceptable to BTG Broker-Dealer. BTG Pactual AM US may determine in its sole discretion that certain securities are ineligible for the Programs. If BTG Pactual AM US or the Advisor is not able to sell the assets or determines not to sell the ineligible asset, BTG Pactual AM US has the right to transfer the asset to a securities brokerage account. Clients funding Program accounts with securities direct BTG Pactual AM US or the Advisor, as applicable, to liquidate the securities on behalf of the Client and allocate the proceeds in accordance with the applicable investment strategy. Upon direction of the Client, BTG Pactual AM US or the Advisor, on a best-efforts basis, will sell a portion or all securities that are not consistent with the applicable investment strategy. Neither BTG Pactual AM US nor any Advisor will advise the Client regarding the liquidation of these securities. Liquidation will be done free of commission charges or spread on fixed income trades unless the trade is placed away from BTG Broker-Dealer. Pershing LLC clears all U.S. securities transactions for BTG Broker-Dealer. BTG Broker- Dealer may use other clearing broker-dealer firms besides Pershing LLC in the near future. Depending on the type of security involved, liquidation may result in redemption charges and taxable gains or losses. Before contributing mutual fund shares, Clients should consider if they paid a front-end sales charge, will incur a contingent deferred sales charge or a redemption fee in the event the mutual fund shares are liquidated in accordance with the investment strategy selected. These mutual fund fees and charges are the responsibility of the Client and are in addition to the wrap fee. Clients should review the potential tax consequences of these liquidations with their tax advisor before funding their Program account with securities. BTG Pactual AM US and its affiliates do not provide tax advice. If non-U.S. denominated securities are sold, the Client will incur currency conversion charges. Manager Selection Based upon information provided by the Client, BTG Pactual AM US selects, or recommends that the Client select, one or more Managers in the Programs to manage the Client’s assets in an account established for this purpose. Where a Client authorizes BTG Pactual AM US, the Client’s Advisor may select, appoint and remove Managers and may allocate and reallocate assets in the Client’s Program accounts without the Client’s prior approval or consent. With the exception of the PAP, the Manager has full decision-making authority over investments and transactions, subject to any reasonable restrictions imposed by a Client, the investment style that the Client has selected, and any applicable guidelines. The Manager may accept, or withdraw from the management of, a Client’s account based on the nature of the proposed restrictions or for any other reason. Restrictions regarding industry groups are determined by reference to an independent source, such as industry classifications in a well-recognized index, or by the Manager. Clients should be aware that the performance of 9  Wrap Program Brochure | March 31, 2026 Program accounts with restrictions will differ from, and may be lower than, the performance of Program accounts without restrictions. The Manager may, in its discretion, hold the amount that would have been invested in the restricted security in cash, invest in substitute securities or invest it across the other securities in the strategy that are not restricted. Execution Services Each Manager has the sole discretion to select broker-dealers, including BTG Broker-Dealer (BTG Pactual AM US’s affiliate broker-dealer), to execute trades for Program accounts. The Manager is responsible for seeking to execute Client trades in a manner consistent with its obligation to seek best execution, and Clients are encouraged to review the selected Manager’s Form ADV brochure concerning its brokerage practices. Generally, the Manager selects BTG Broker-Dealer to execute most equity trades. This is because the “wrap” fee paid by each Client, as described under “Fees for the Program” below, covers all Program fees on all agency trades effected through BTG Broker-Dealer. When executing trades for Program accounts, BTG Broker-Dealer is acting exclusively as a broker-dealer in connection with such trades, and only executes trades for Program accounts upon a Manager’s instruction. Transactions in Program accounts will generally produce increased trading flow for BTG Broker-Dealer. To the extent permitted by applicable law, BTG Broker-Dealer may act as principal in executing trades for each Client’s account, or as agent, while BTG Broker-Dealer also represents another Client on the other side of the trade (an “agency cross trade”). In the event where the Manager selects BTG Broker-Dealer for trade execution, Pershing LLC will serve as the clearing broker for the trade. Please note that BTG Broker-Dealer may use other clearing broker-dealer firms besides Pershing LLC in the near future. If a Manager selects a broker-dealer other than BTG Broker-Dealer to execute trades for a Program account, the Client will (in most cases) pay additional execution charges for trades executed by that third-party broker- dealer, and any such execution charges will be in addition to the Program fee. For more information about the Program fee, please refer to Item 4, “Fees for the Program” below. Please refer to each Manager’s Form ADV brochure for information about its advisory business. Custody and Administrative Services BTG does not maintain custody of Clients’ funds and/or securities held in a Program. A Client’s assets will be maintained with a clearing broker-dealer retained by the Firm, Pershing, and/or other qualified custodians that serve as custodians of the funds and/or securities of the Clients (the “Custodian”). However, the Firm may be deemed to have custody of a Client’s assets to the extent the Client authorizes the Firm to instruct the Client’s Custodian to deduct the Firm’s advisory fees directly from the Client’s account or to instruct the Client’s Custodian to disburse or transfer funds or securities from the Client’s account. Unless instructed otherwise, each Manager will be responsible for voting proxies and corporate actions associated with securities held in the Program accounts in accordance with the Manager’s proxy voting policy. Clients who elect not to custody assets with Pershing or another firm utilized by BTG Broker-Dealer to provide clearing services are encouraged to contact their third-party custodians to ensure that they, or their selected Manager, receive such materials directly from their custodians. BTG Pactual AM US will not assume proxy voting authority and will not vote proxies for accounts in the Programs that are advised by BTG Pactual AM US. 10  Wrap Program Brochure | March 31, 2026 Neither the Firm nor an Unaffiliated Manager will render any advice or take any action with respect to the specific securities or other property held in the Program account or, in some cases, the issuers thereof, that become the subject of any legal proceedings, including bankruptcies or class actions. Cash Sweep Services Clients in the Program authorize BTG Pactual AM US, to the extent permitted by applicable law, to automatically invest (i.e., sweep) available cash balances in one or more money market mutual funds that are available in Pershing’s sweep platform program. This is typically done on a daily basis, or at such other interval as determined by the Firm. Clients whose cash is swept to money market funds receive the prospectus for the applicable fund. Clients who elect not to sweep cash may earn less than Clients who elect to sweep or may earn nothing on their free credit balances. BTG Pactual AM US receives a rebate fee from Pershing of the cash portion of a Program account that is not invested in a money market mutual fund. This rebate fee received may vary based on market conditions. Clients should check their account statements for the applicable interest rate. The interest yield on the default money market fund may be higher or lower than yields on other available cash alternatives (e.g., money market mutual funds). Because the Fee (as defined below) is typically charged on the value of all assets in the account (including cash and cash alternatives), in a low interest rate environment, the net investment return on cash and cash alternatives, including the money market fund, may be negative. Fees for the Program Client Fee The Programs are known as “wrap fee” investment advisory programs because Clients pay BTG Pactual AM US an asset-based fee for the various services BTG Pactual AM US and the Advisors provide in the Programs. This fee covers BTG Pactual AM US investment advisory services, trade execution, clearing and settlement, custody, reporting and other administrative services, and (where applicable) portfolio management and/or rebalancing services. Unless otherwise disclosed, a separate fee is charged for any Portfolio Manager-investment management services and any model portfolio provider’s provision of model portfolios. BTG Pactual AM US offers other advisory services, including but not limited to customized investment advisory solutions to Clients. These services are outside of the PAP and UMA Programs. Specifically in the UMA, the Client would pay a fee to the unaffiliated portfolio manager and a fee to BTG Pactual AM US. These separate fees (i.e., the asset- based wrap fee to BTG Pactual AM US and the fee charged for any Portfolio Manager (as defined herein) or model portfolio provider services) are referred to collectively as the “Fee” and will appear either together as a single fee or as separate fees on account statements and other communications. There are certain instances in which the Advisory Client will pay fees outside of the “wrap fee”. For example, the Advisory Client would pay a fee outside of the “wrap fee” in connection with a UCITS ETF stamp duty imposed by the applicable Stock Exchange where the ETF is traded. From time to time, Fees can be increased or decreased (that is, BTG Pactual AM US may increase any fees to 11  Wrap Program Brochure | March 31, 2026 PAP, PMP or UMA programs). BTG Pactual AM US will notify the Client whenever a fee increase is to be made to the Client’s Program account(s). Notwithstanding the foregoing, the maximum annual rate for the BTG Pactual AM US component of the Fee is 2.50% of the net market value of the assets in the account for all Programs. We will (in most cases) charge fees on cash held as free credit balances. Calculation and Deduction of Fees The Fee paid by Clients for Program accounts is charged monthly based on the net market value of Program account assets (including all cash and cash alternatives such as money market mutual funds) on the last business day of each calendar month. Such Fee may be paid quarterly or monthly, in advance or in arrears, as agreed on with the Client and is typically automatically deducted from the account. BTG Pactual AM US also may agree in certain instances to calculate the Fee on a basis other than a percentage of the net market value of the assets in the Program account (e.g., calculating the Fee on a cents-per-share-deposited-into-the account basis). For Clients whose Advisory Agreements are terminated prior to the end of the period, any Fee paid in advance will be refunded only if agreed to by the parties. Where Pershing acts as custodian, the Fee is generally deducted from the Client’s Program account. In the case of Program Accounts held at a third-party custodian, Clients generally direct their custodian to have their fees and expenses debited from the account for credit to BTG Pactual AM US. A portion of Clients’ Program account assets may be liquidated to cover the Fee at any time. Liquidation may affect the relative balance of the account, and also may have tax consequences and/or may cause the account to be assessed for transaction charges. Clients should consult with their tax advisor before enrolling in the Program to understand how such liquidation may result in tax consequences in specific circumstances. Negotiability of Fee In its discretion, and subject to the maximum Fee described above, BTG Pactual AM US may negotiate, reduce, rebate or waive the BTG Pactual AM US wrap fee component of the Fee for any Client or group of Clients. BTG Pactual AM may negotiate the amount and calculation of the Fee based on a number of factors, including the type and size of the account, anticipated level of trading activity, services provided to the account, historical factors and/or the scope of the Client’s relationship with BTG Pactual, subject to certain internal guidelines. Costs in Addition to the Fee The Fee does not cover commissions or other charges resulting from transactions not executed through Pershing, BTG Broker-Dealer or its affiliates, or clearing, settlement and custody services provided by a custodian other than BTG Broker-Dealer. When trade clearing and settlement services are provided by another executing broker-dealer or custodian, they are not included in the Fee, and the other broker-dealer and/or custodian are entirely responsible for the execution, clearing and/or settlement of the transaction and/or custody of the Client’s account assets. In addition, the Fee does not cover “mark-ups,” “mark-downs,” or “dealer spreads” charged by dealers 12  Wrap Program Brochure | March 31, 2026 unaffiliated with BTG Broker-Dealer when BTG Broker-Dealer or its affiliates, acting as an agent for the Client in any Program, effects a transaction with an unaffiliated dealer acting as principal (i.e., for the dealer’s own account), typically in connection with certain fixed income and over-the-counter securities that are traded primarily in “dealer” markets. Such “mark-ups” on securities bought by the Client, “mark-downs” on securities sold by the Client and “dealer spreads” (the difference between the bid price and offer price) are generally incorporated into the net price that the Client pays or receives in the transaction. Similarly, the Fee does not cover “dealer spreads” that BTG Broker-Dealer or its affiliates or other broker-dealers may receive when acting as principal in certain transactions. However, BTG Broker-Dealer and its affiliates will not charge, and the net price paid or received by the Client will not incorporate, any “mark-up” or “mark-down” in connection with such principal transaction. The Fee also does not cover certain costs or charges that may be imposed by BTG Broker-Dealer (or its affiliates) or third parties, including costs associated with using margin, exchanging foreign currencies, borrowing fees on short sales, odd-lot differentials, activity assessment fees, transfer fees, transfer taxes, exchange fees, wire transfer fees, postage fees, auction fees, certain structured products, foreign clearing and settlement fees and expenses associated with ADRs, Global Depository Receipts (GDRs), World Equity Benchmark Shares (WEBS), exchange-traded notes (ETNs), real estate investment trusts (REITs), closed-end investment companies that invest a substantial portion of their assets in the securities of specified foreign countries (closed-end country funds), and with converting non-U.S. securities into ADRs or GDRs, if applicable, and other fees or taxes required by law. Clients will pay the public offering price for any securities purchased from an underwriter or dealer involved in a distribution. If BTG Pactual is a member of the underwriting syndicate from which a security is purchased, BTG Pactual may, directly or indirectly, benefit from such purchase. Mutual Funds/Pooled Investment/AMC Fees Clients may incur indirect fees and expenses for investments in mutual funds (including money market funds), ETFs, closed-end funds, AMCs, and other pooled investment vehicles. Such fees and expenses may represent investment advisory, administration, transfer agency, distribution, shareholder service and other fund-level expenses that are initially paid by the Funds but ultimately are borne by the Client as a Fund shareholder. The Fee will not be reduced by any of these fund-level fees unless required by law. BTG Pactual AM US will seek to invest in the Fund share class with the lowest fees and expenses that a Client is eligible to invest, however, this may be higher than one or more other share classes of the same Fund that the Client is not eligible to invest in. Furthermore, Client assets may be invested in Funds managed by affiliates of BTG AM US and the affiliate may receive compensation in connection with its management of the Fund. BTG Pactual AM US and its affiliates may also be eligible to receive distribution fees from certain mutual funds in connection with a Client account’s investment in certain share classes of such mutual funds (“12b-1 fees”). The possibility of the payment of 12b-1 fees to the Advisor or its affiliates presents a conflict of interest between the Advisor and its Client. However, to minimize the conflict of interest that may otherwise exist with respect to the selection of such mutual funds, the Advisor's policy requires it to select non-12b-1 fee paying share classes when available. In situations where the only share classes available of a selected mutual fund are 13  Wrap Program Brochure | March 31, 2026 share classes that pay 12b-1 fees, the Advisor will cause the Client to invest in the share class that pays the lowest 12b-1 fees and only if it is in the best interest of Client to invest in such mutual fund. General Fee and Compensation Issues In valuing assets in Program accounts, BTG Pactual AM US uses information provided by recognized independent quotation and valuation services or will rely on information it receives from other third parties, if applicable. BTG Pactual AM US believes this information to be reliable but does not verify the accuracy of the information provided by these sources. Because the Fee is typically charged on all assets in the account, generally whenever short-term interest rates are lower than the Fee, a Client may earn less on assets held in the account as cash or cash alternatives such as money market funds than the amount of the Fee the Client is paying BTG Pactual AM US with respect to such assets, and therefore the Client’s net yield with respect to such assets may be negative. In effecting transactions for Client assets in a Program, BTG Broker-Dealer or its affiliates will be acting exclusively as a broker-dealer and trades will be handled by BTG Broker-Dealer consistent with its best execution and other regulatory obligations under applicable law. Obtaining Services Separately BTG believes that the Fee is reasonable based on the quality and scope of services that it offers through the Programs and the fees that are charged by other investment advisers offering comparable services or programs. Clients should be aware, however, that they will, in most cases, be able to obtain some or all of the services offered through the Programs separately from BTG Pactual AM US or from other firms, and the cost of obtaining the services separately may be more or less than the Fee. A Client may also be able to invest directly in Funds, ETFs or stocks without an investment adviser’s services, which include determining which investments are appropriate, which are, among other things, offered through the Programs. Factors that bear on the cost of the Programs in relation to the cost of the same services purchased separately include the range of investment strategies and Managers selected, anticipated trading activity and the range of custodial, reporting and other ancillary services that are available as well as the fees carved out from the Fee. Clients should also understand that, in some cases, the combination of the Program services may not be available separately and certain Managers might not be willing or able to provide their services or particular investment strategies outside of the Programs because of minimum account sizes or other factors. Clients should carefully review all fees, including those not included in the Fee, as discussed above, that may be charged through the Programs, and assess the benefits of enrolling in any Program before making the decision to make an investment through such Program. Compensation for Recommending the Wrap Fee Program BTG Pactual AM US advisor(s) and BTG Pactual receive compensation in connection with a Client’s participation in the Programs. The amount of this compensation may differ from the compensation that might have been received by the BTG Pactual AM US advisor(s) and BTG Pactual if the Client had instead participated in another advisory program offered by BTG Pactual AM US or paid separately for the investment advice, brokerage and 14  Wrap Program Brochure | March 31, 2026 other services available through the Programs. The amount of the compensation received also may vary based on the selection of a Manager, asset class or any investment strategy. BTG Pactual AM US will generally benefit from the selection of itself as Manager, as the amount of compensation received from a Program account advised by it may be more or less than the compensation received from a traditional separate advisory account (that is, an advisory account with an advisory fee that does not include execution charges, custodial and other fees) also advised by BTG Pactual AM US. BTG Pactual AM US has implemented procedures to review Client accounts with limited or no activity to assess whether or not the Client should remain in the Wrap Fee Program. Under the UMA Program, in addition to the fees paid to the Unaffiliated Manager by the Client, a fee will also be paid BTG Pactual AM US. BTG Pactual AM US Advisor(s) and BTG Pactual also may recommend or select certain Unaffiliated Managers based on the nature of the compensation arrangement with each Unaffiliated Manager. These arrangements may include fee break points that the Firm has negotiated with the Unaffiliated Manager that reduce the fee paid to such managers (and correspondingly increase the portion of the fee retained by BTG Pactual AM US) as assets managed by a particular Unaffiliated Manager in the Program(s) increase. Any such differentials in compensation may create a financial incentive on the part of the Firm’s advisors to recommend or, if applicable, select one advisory program, Manager, asset class or investment strategy over another. BTG Pactual AM US’s (or another Manager’s) discretionary actions may result in a Client paying a higher aggregate fee for the Programs. For Clients in the UMA Program, the Client would be responsible for selecting the model portfolio. In addition to the disclosures contained in this Wrap Fee Brochure, these and other potential conflicts of interest may be disclosed in the BTG Pactual AM US Form ADV Firm Brochure and other disclosure documents provided to Clients from time to time and in the Advisory Agreement. Third Party Wrap Fee Program In addition to and separate from the Program sponsored by BTG Pactual AM US, we may recommend participation in certain third-party wrap fee programs (“Third Party Wrap Fee Programs”) sponsored by third- party investment advisers or other firms (each, a “Third-Party Sponsor”) to Clients following consultation with such Clients about, among other things, these program(s) and investment choices suited to its Clients’ needs and profiles. These Third Party Wrap Fee Programs are separate from the BTG Pactual-sponsored Programs otherwise discussed in this Wrap Fee Brochure, and Clients may choose to pursue both the Programs and these Third Party Wrap Fee Programs. For more information about and disclosures relating to the Third Party Wrap Fee Programs offered by BTG, please also refer to BTG Pactual AM US’s Firm Brochure, Form ADV Part 2A, Item 4. 15  Wrap Program Brochure | March 31, 2026 ITEM 5: ACCOUNT REQUIREMENTS AND TYPES OF CLIENTS Types of Clients BTG Pactual AM US provides investment advisory services to various types of Clients, including private funds organized as limited partnerships, limited liability companies, or other legal entities, in which investors are accredited investors or qualified purchasers. These private funds are not registered under federal securities laws and typically utilize sophisticated investment strategies and proprietary investment models. In addition, BTG Pactual AM US provides investment advisory services to institutional and individual Clients on an individually managed account basis. The Firm’s managed accounts may include pension funds, insurance companies, banks, foundations, endowments, trusts, estates, family offices, individuals, proprietary accounts, BTG Pactual AM US affiliates and other institutions. Investors in collective investment vehicles primarily include US and non-US individuals, estates, charitable organizations, banks and corporations. Discretionary programs are not typically intended for investors who seek to maintain control over trading in their accounts, who have a short-term investment horizon (or expect ongoing and significant withdrawals), or who expect to maintain consistently high levels of cash or money market funds. BTG Pactual AM US requires that all Clients who wish to open and maintain an account in the Programs enter into the applicable BTG Pactual AM US investment Advisory Agreement, which sets forth the services that BTG Pactual AM US will provide to the Client. The specific terms and conditions of the Advisory Agreement will govern the handling of the Client’s Program account(s) and the investment advisory relationship between the Client and BTG Pactual AM US and, as applicable, other parties to the agreement with respect to the account(s). A separate account is required for each strategy selected by the Client, even if they are managed by the same Advisor. The risk score identified by the Client for an account in the Portfolio Advisor Program (PAP) will apply to such account while in the Program (unless the Client subsequently changes the investment objective or risk tolerance by promptly notifying the Client’s Advisor(s)), notwithstanding any different investment objective or risk tolerance previously identified by the Client for the account when it was a brokerage account or an account in one of the other Programs. If the account is terminated and becomes a brokerage account outside the Programs, the investment objective previously identified by the Client for the account as a brokerage account will again apply to the account. Account Minimums Certain Programs require the Client to maintain a minimum amount of assets for opening an account in that Program. BTG Pactual AM US may, in its discretion, waive or reduce the minimum account opening size for certain Clients or accounts. If a Program account falls below the Program minimum, BTG Pactual AM US can terminate the Program account at its discretion. The minimum account size typically required in the Programs are as follows: 16  Wrap Program Brochure | March 31, 2026 Portfolio Advisor Program: $1,000,000 Portfolio Manager Program: Modeled Strategy Approach: $250,000 Custom Strategy Approach: $3,000,000 Unified Managed Account Program: minimum depends on the strategy and UMA Overlay Manager requirement. Acceptance of Accounts BTG Pactual AM US may decline to accept a particular Client or account to a particular Program at any time and for any reason at its sole discretion. Liquidation and Funding Clients may open an account for purposes of participating in the Programs with cash, marketable securities or a combination of both. When initially funding a Program account with securities, a Client should bear in mind that the selected Manager may decide to sell all or a substantial portion of the Client’s existing portfolio of securities and that the Client is responsible for tax liabilities that may result from those transactions. Alternatively, a Manager may return the securities to the Client if the Manager is not able to accept or sell the securities for regulatory or other reasons. Clients may choose to liquidate assets from a Program and transition them to another product offering with specific entry or subscription periods and liquidity features, or to another Manager. ITEM 6: PORTFOLIO MANAGER SELECTION AND EVALUATION Selection of Portfolio Managers, Model Portfolio Providers, and/or Program Securities, as applicable For the applicable Programs, BTG Pactual AM US selects Portfolio Managers and specific strategies and/or model portfolio providers and specific Model Portfolios and securities for inclusion in such Programs. Because PAP is a Program in which the advice provided to Clients is exclusively non-discretionary, Clients authorize BTG Pactual AM US to identify, review and make available a universe of Program securities, these Programs do not entail the recommendation, selection, evaluation or use of “Portfolio Managers.” For other Programs, BTG Pactual AM US may utilize select Portfolio Managers, including but not limited to mutual funds, that fall within the overall asset allocation, quality, total return and cost parameters. All Portfolio Managers are approved by BTG Pactual AM US while being monitored on a regular basis and reviewed at least annually. 17  Wrap Program Brochure | March 31, 2026 The selection process has been refined over the years. BTG Pactual AM US’s due diligence (“DD”) process includes both objective (quantitative) and subjective (qualitative) measures and is committed to high quality Portfolio Managers with transparency and direct access to decision-makers. There are also several subjective measures (qualitative) which BTG Pactual AM US considers vital in evaluating Portfolio Managers, such as market experience, track record, differentiated traits of Portfolio Managers vs peers, quality of research, and alignment of interest. Key elements of the due diligence process of Portfolio Managers performed by BTG Pactual AM US and/or a BTG affiliate include (1) Pre DD, (2) Investment DD, (3) Operational DD, (4) Final Approval/Onboarding, and (5) Ongoing Monitoring. BTG Pactual AM US - Portfolio Advisor Program (‘PAP’) Because PAP is an investment advisory Program in which the advice provided to Clients is exclusively non- discretionary, the Program does not entail the recommendation, selection, evaluation or use of “Portfolio Managers.” In this Item, therefore, BTG Pactual AM US addresses its selection and evaluation of the Advisor who individually provide non-discretionary investment advice to Clients for their PAP accounts on behalf of BTG Pactual AM US. BTG Pactual AM US - Portfolio Management Program (‘PMP’) In the Advisory Agreement, PMP Clients authorize BTG Pactual AM US itself, as the Manager,— to manage the Clients’ PMP accounts on a discretionary basis. In that sense, BTG Pactual AM US is the sole Portfolio Manager in PMP. UMA For UMA, BNY Mellon Advisors, Inc. (“BNYMA”) is the UMA Overlay Manager. Because there is only one UMA Overlay Manager, BTG Pactual AM US recommendation of UMA is a recommendation of BNYMA as UMA Overlay Manager for the Client and assets at issue. Within BNYMA, Clients will be able to choose from different strategies provided by third party asset managers. Review of Portfolio Managers, Model Portfolio Providers and/or Program Securities, as applicable PMP and UMA Currently, researched products are reviewed by the BTG Broker-Dealer Fund Research group (“Fund Research”) in the BTG Pactual Wealth Management division and comprised of employees of BTG Broker Dealer and other affiliates. Fund research conducts due diligence of the researched products that are available for use in the relevant Programs and is responsible for researching and selecting Funds and model portfolio providers, and for subjecting them to a review process. 18  Wrap Program Brochure | March 31, 2026 With respect to the selection of Portfolio Managers, the objective is to favor established and financially sound firms and managers with a demonstrable record and long-term experience in managing capital over newer firms and managers lacking audited track records. Portfolio Managers are monitored by the respective dedicated Fund Research teams. Portfolio Managers’ duty is to render competent, professional management of funds that Client portfolios allocate to, which could be external and internal investment vehicles managed by BTG Pactual Asset Management. This includes regular calls and meetings between investment managers and respective Fund Research team members to provide perspective as to current positioning, recent portfolio adjustments, updates on team changes, improvements to the investment process (from sourcing to portfolio management to risk management), and so forth. BTG Pactual AM US is not responsible for the performance of any researched product or any Portfolio Manager’s, model portfolio provider’s or Fund issuer’s compliance with applicable laws and regulations or other matters within their control. UMA (BNYMA) Although BTG Pactual AM US reviews the performance history of UMA participating in the Program, neither BTG Pactual AM US or any third-party calculates or audits the information for accuracy, verifies the appropriateness of the methodology on which the performance is calculated or verifies whether the performance complies with GIPS or any other standard for performance calculation. The methods for calculating performance and forming composites may differ among UMA and performance information may not be calculated on a uniform and consistent basis. Past performance may not be indicative of future results and, as such, prospective Clients should not place too much emphasis on UMA performance information. UMA is typically responsible for the day-to-day investment decisions within the Program, where selected, although BTG Pactual AM US may develop benchmarks and written investment guidelines for the management of Client assets by UMA. BTG Pactual AM US’s responsibilities with respect to UMA generally are limited to the selection, appointment, evaluation, monitoring and removal of UMA, and BTG Pactual AM US generally does not have any rights with respect to determining or approving specific investments made by UMA other than setting general investment objectives and guidelines. Clients should carefully review the Form ADV Brochure, Part 2A, for each of the Portfolio Managers they consider under the Program, including information about best execution, trade rotation and order of execution, investment allocations, conflicts of interest and any other policy or issue that could potentially impact the management of Client assets under the Program. To the extent a Program account regularly trades behind other types of accounts in a Manager’s rotation system, for example, it is possible that the Program account may suffer adverse effects depending on market conditions. PAP All funds available in the PAP program have been reviewed and approved to be transacted in the BTG Broker- Dealer. 19  Wrap Program Brochure | March 31, 2026 Methods of Analysis and Investment Strategies (PAP and PMP) In addition to various methods of analysis used by Advisors in PMP and/or PAP as discussed below, please refer to the above for a discussion of the research and review processes that BTG Pactual Fund Research conducts on funds used in the Programs. In formulating investment advice, managing assets, and recommending or effecting (as applicable) transactions in PAP and PMP, BTG Pactual AM US (through its Advisors) uses various methods of analysis, including: • fundamental analysis, typically an effort to measure the intrinsic value of a security through analysis of the issuer itself, its financial statements and condition, its management and competitive advantages, and its competitors and markets; • technical analysis, typically involving the study of data generated by market activity, such as past security prices and volume, in an effort to identify patterns and trends that may suggest a security’s future price performance; and • cyclical analysis, generally involving the examination of macroeconomic and market trends as a guide to forecasting security prices. The method(s) of analysis used for a PAP and PMP Program Client/account varies among and depends on the individual practice and investing philosophy of the Advisor. There is no assurance that a particular Advisor will use any of the methods of analysis identified above. Advisors may provide advice with respect to, and may invest or recommend that Program accounts invest in, other types of investments and securities, including U.S. equity and income-oriented securities, shares of open and closed end Funds (including those that invest in futures and commodities), AMCs, interests in master limited partnerships and other pooled investment vehicles, derivatives, options, REITs, and cash. Descriptions of some of the particular types of investments and investment tactics that may be recommended by certain Advisors in their implementation of certain investment strategies, and some of the risks presented by such investments are provided below. The information provided below is meant to summarize certain risks and is not inclusive of each and every potential risk associated with each investment type or applicable to a particular Client account. Therefore, Clients should not rely solely on the descriptions provided below and are urged to speak with their Advisor(s) and ask questions regarding risk factors applicable to a particular investment strategy or product read all product-specific risk disclosures and determine whether a particular investment strategy or type of security is suitable for their account in light of their specific circumstances, investment objectives and financial situation. Removing Managers implement such requests as soon as is reasonably practicable. Clients may request that the Manager for their Program account(s) be changed at any time, and BTG Pactual If BTG Pactual AM US will AM US removes a Manager from the Program, BTG Pactual AM US will generally attempt to reach each affected Client so the Client may select a replacement Manager. Clients may grant BTG Pactual AM US the authority to replace a removed Manager with a Manager of a comparable strategy (if available) without prior approval. In 20  Wrap Program Brochure | March 31, 2026 these cases, BTG Pactual AM US will select a replacement Manager and notify the Client of the selection. If BTG Pactual AM US is not able to find a replacement Manager, securities previously managed by that Manager will be held by BTG Pactual AM US in a brokerage account for the Client and the Client will be responsible for directing transactions in those securities. If a Client wishes to continue to retain a Manager that has been removed from the Program, the Client will need to make other arrangements with BTG Pactual AM US outside the Program. During the ongoing monitoring of the Managers in the Program, BTG Pactual AM US may determine to remove a Manager from the Program based on criteria including but not limited to its track record. Risk Factors The investment risks described below represent some but not all of the risks associated with various types of investments and investment strategies. Clients should carefully evaluate all applicable risks with any investment or investment strategy, and realize that investing in securities involves risk of loss that Clients should be prepared to bear. This list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in connection with the Firm’s investment portfolio or the management of Clients’ accounts. In addition, prospective Clients should be aware that, as a Client’s investment portfolio develops and changes over time, the account may be subject to additional and different risks. Investing in securities involves risk of loss that Clients should be prepared to bear. The investment performance and success of any particular investment cannot be predicted or guaranteed, and the value of a Client’s investments will fluctuate due to market conditions and other factors. Investments are subject to various risks, including, but not limited to, market, liquidity, currency, economic and political risks, and will not necessarily be profitable. Past performance of investments is not indicative of future performance. GENERAL RISKS General Market Risk. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or issuers in other countries or regions. Securities in any one strategy may underperform in comparison to general financial markets, a particular financial market or other asset classes, due to a number of factors, including inflation (or expectations for inflation), deflation (or expectations for deflation), interest rates, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes, tariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs and related geopolitical events. In addition, the value of a strategy’s investments may be negatively affected by the occurrence of global events such as war, terrorism, environmental disasters, natural disasters or events, country instability, and infectious disease epidemics or pandemics. Regulatory Risk. There have been legislative, tax, and regulatory changes and proposed changes that may apply to the activities of BTG Pactual AM US that may require legal, tax and regulatory changes, including requirements to provide additional information pertaining to a Client account to the Internal Revenue Service or other taxing authorities. Regulatory changes and restrictions imposed by regulators, self-regulatory 21  Wrap Program Brochure | March 31, 2026 organizations and exchanges vary from country to country and may affect the value of Client investments and their ability to pursue their investment strategies. Any such rules, regulations and other changes, and any uncertainty in respect of their implementation, may result in increased costs, reduced profit margins and reduced investment and trading opportunities, all of which would negatively impact performance. Data Sources Risk. Although BTG Pactual AM US, via Pershing, obtains data and information from third-party sources that it considers to be reliable, we do not warrant or guarantee the accuracy and/or completeness of any data or information provided by these sources. BTG Pactual has controls for certain data, that, among other things, consider the representations of such third parties with regard to the provision of the data to BTG Pactual in compliance with applicable laws. BTG Pactual does not make any express or implied warranties of any kind with respect to such third-party data. BTG Pactual shall not have any liability for any errors or omissions in connection with any data provided by third party sources. Intellectual Property and Technology Risks Involved in International Operations. There can be risks to technology and intellectual property that can result from conducting business outside the United States. This is particularly true in jurisdictions that do not have comparable levels of protection of corporate proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and customer information and records. As a result, BTG Pactual can be more susceptible to potential theft or compromise of data, technology and intellectual property from a myriad of sources, including direct cyber intrusions or more indirect routes such as companies being required to compromise protections or yield rights to technology, data or intellectual property in order to conduct business in a foreign jurisdiction. Cyber Security Risk. As the use of technology has become more prevalent in the course of business, BTG Pactual has become more susceptible to operational and financial risks associated with cyber security, including: theft, loss, misuse, improper release, corruption and destruction of, or unauthorized access to, confidential or highly restricted data relating to BTG Pactual and its Clients, and compromises or failures to systems, networks, devices and applications relating to the operations of BTG Pactual and its service providers. Cyber security risks can result in financial losses to BTG Pactual and its Clients; the inability of BTG Pactual to transact business with its Clients; delays or mistakes in materials provided to Clients; the inability to process transactions with Clients or other parties; violations of privacy and other laws; regulatory fines, penalties and reputational damage; and compliance and remediation costs, legal fees and other expenses. BTG Pactual service providers (including any sub-advisers, administrator, transfer agent, and custodian or their agents), financial intermediaries, companies in which the Client accounts and funds invest and parties with which BTG Pactual engages in portfolio or other transactions also may be adversely impacted by cyber security risks in their own businesses, which could result in losses to BTG Pactual or its Clients. While measures have been developed which are designed to reduce the risks associated with cyber security, there is no guarantee that those measures will be effective, particularly since BTG Pactual does not directly control the cyber security defenses or plans of its service providers, financial intermediaries and companies in which they invest or with which they do business. ETF Risks. The performance of ETFs is subject to market risk, including the possible loss of principal. The price of the ETFs will fluctuate with the price of the underlying securities that make up the funds. In addition, ETFs have a liquidity risk if the ETFs has a large bid-ask spread and low trading volume. An ETF may suspend issuing new shares and this could result in an adverse difference between the ETF’s publicly available share price and 22  Wrap Program Brochure | March 31, 2026 the actual value of its underlying investment holdings. The price of an ETF fluctuates based upon the market movements and may dissociate from the index being tracked by the ETF or the price of the underlying investments. An ETF purchased or sold at one point in the day may have a different price than the same ETF purchased or sold a short time later. Mutual Fund Risks. The performance of mutual funds is subject to market risk, including the possible loss of principal. The price of the shares of a mutual fund will fluctuate with the value of the underlying securities that make up the fund. The price of shares of a mutual fund is typically set only once per day (typically, 4 p.m. ET); therefore, shares of a mutual fund purchased before 4 p.m. ET will typically have the same price as shares purchased later (but before 4 p.m. ET) that same day. Actively Managed Certificates (AMC) Risks. The performance of Actively Managed Certificates is subject to market risk, including the possible loss of principal. The Net Asset Value of the AMC will fluctuate with the price of the underlying instruments that make up the AMC. The BTG Pactual Portfolio Solutions team will manage the AMCs, so the performance of the AMC is dependent upon the skill and knowledge of the team. AMCs are structured by a third-party provider so in some cases there may be counterparty risk involved in investing in AMCs in the event of a default or bankruptcy of the third-party provider. Alternative Investments and Limited Partnerships. The performance of alternative investments and limited partnerships can be volatile and may have limited liquidity. An investor could lose all or a portion of their investment. Such investments often have concentrated positions and investments that may carry higher risks. Clients should only have a portion of their assets in these investments. Risks of Investing in Structured Products. In certain Programs, Clients may invest in, or allocate assets among, various unaffiliated structured products, which are generally unsecured debt obligations of the companies that issue them. As such, any payment on a structured product, including any repayment of principal, is subject to the creditworthiness of the issuer. Structured products may not be suitable for all Clients. Investing in structured products involves the use of derivatives and a higher degree of risk factors substantially different than those associated with other traditional investments, including risk of adverse or unanticipated market developments, issuer credit quality risk, risk of counterparty or issuer default, risk of lack of uniform standard pricing, risk of adverse events involving any underlying reference obligations, entity or other measure, risk of high volatility, and risk of illiquidity. The return on a structured product, including the amount paid at maturity, if any, is linked to the performance of an underlying asset (e.g., single stocks, indices, currencies, commodities or interest rates) and thus exposed to market and other risks related to the underlying asset(s). Therefore, it is possible that the return may be zero or significantly less than what investors could have earned on an ordinary, interest-bearing debt security. Past performance of an underlying asset class is not indicative of the profit and loss potential on any particular structured product. The value of the underlying assets can experience significant periods of fluctuation and prolonged periods of underperformance. Structured products are not insured by the Federal Deposit Insurance Corporation (FDIC) and are not listed on any securities exchange. There may be little or no secondary market for a structured product and information regarding independent market pricing for a structured product may be limited. This is true even if the product has a ticker symbol or has been approved for listing on an exchange. 23  Wrap Program Brochure | March 31, 2026 The price, if any, at which structured products can be purchased in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to the maturity date could result in a substantial loss. Structured products are not designed to be short-term trading instruments; Clients who purchase structured products should be willing to hold until maturity. The tax treatment of a structured product may be very different than that of a traditional investment or of the underlying asset and significant aspects of the tax treatment of a structured product may be uncertain. It is important that before investing in a structured product, investors should review the accompanying prospectus and prospectus supplement to understand the actual terms of the risks associated with specific structured products. In certain transactions, investors may lose their entire investment, i.e., incur an unlimited loss. OTHER MISCELLANEOUS RISKS Key Personnel Risk. If one or more key individuals become unavailable, including any of the Portfolio Managers of the investment strategies, who are important to the management of the portfolio’s assets, the portfolio could suffer material adverse effects that could require the portfolio to sell portfolio securities at times when markets are not favorable. Liquidity Risk. Investments in some equity and privately placed securities, structured notes or other instruments can be difficult to purchase or sell, possibly preventing the sale of these illiquid securities at an advantageous price or when desired. A lack of liquidity can also cause the value of investments to decline and the illiquid investments can also be difficult to value. Additionally, there may be no market for a fixed income instrument, and the holder may not be able to sell the security at the desired time or price. Even when a market exists, there may be a substantial difference between the secondary market bid and ask prices for a fixed income instrument. 24  Wrap Program Brochure | March 31, 2026 ITEM 7: CLIENT INFORMATION PROVIDED TO ADVISORS To open an account in any of the Programs, Clients must provide BTG Pactual AM US with certain information about the Clients’ financial circumstances, investment objective, risk tolerance and any other relevant information relating to the account. A change in the information provided to BTG Pactual AM US or other circumstances can warrant a change to the Client’s investment objective, risk tolerance or other information. We will recommend an appropriate strategy and investment options based on information provided by the Client with respect to financial resources and goals, risk tolerance and investment objectives, along with any reasonable restrictions a Client wishes to impose on the management of the account in which we can decline in our sole discretion. For Clients who select UMA, BTG Pactual AM US will provide the UMA Overlay Manager with any investment policy statement or questionnaire prepared in connection with the Program. Additionally, the UMA Overlay Manager may require the Client to complete its own investment policy statement or questionnaire that it has specifically prepared. At least annually, the BTG Pactual AM US Advisor(s) will contact the Client and request current information about the Client to determine whether there have been any changes in that information. BTG Pactual AM US Advisor(s) will provide the Client’s Managers with updated information the Client provides promptly following receipt. Each Client is responsible for providing accurate and complete information to BTG Pactual AM US, as the failure to do so could affect the recommendation or selection of a Manager and that Manager’s acceptance and management of the Client’s assets. Clients are further encouraged to, and are responsible for, promptly notifying their respective BTG Pactual AM US Advisor(s) in writing of any changes in the Client’s objectives or financial situations. All changes will be forwarded to the Client’s Managers. 25  Wrap Program Brochure | March 31, 2026 ITEM 8: CLIENT CONTACT WITH PORTFOLIO MANAGERS Where BTG Pactual AM US serves as Manager for their respective Clients, BTG Pactual AM US Advisors are available to speak with Clients as needed and routinely communicate with such Clients to discuss any aspects of their accounts. The BTG Pactual AM US Advisor would generally review the Client’s objectives and risk parameters at least annually. For the UMA program, the Client will generally have access to contact and consult with representatives of BTG Pactual AM US. Such representatives are also available for Clients to communicate any changes in their financial situation, investment objectives or restrictions with respect to the management of their Program accounts. Clients should review the Form ADV Part 2A brochure(s) or other similar disclosure documents of applicable Portfolio Manager(s) for any restrictions placed by the Portfolio Manager(s) of the Model portfolios. With respect to PAP and PMP, the BTG Pactual AM US Advisor responsible for managing Client accounts in the Programs may be freely contacted by, and are reasonably available for consultation with, Clients during normal business hours. As a general matter, Clients should promptly communicate any changes in investment objectives and restrictions, and financial condition to their BTG Pactual AM US Advisor. 26  Wrap Program Brochure | March 31, 2026 ITEM 9: ADDITIONAL INFORMATION Disciplinary Information The Firm and its Supervised Persons have not been involved in any legal or disciplinary events that are material to a Client, investor or potential investor’s evaluation of our advisory business or the integrity of the Firm’s management. However, the Firm has disclosed administrative proceedings against certain of its Advisory Affiliates in Item 11 of Part 1 of its ADV filing which can be found by visiting www.adviserinfo.sec.gov and entering the Firm’s CRD number 152538. a) Criminal or civil action • None b) Administrative proceeding • None c) Self-regulatory organization (SRO) proceeding • None Other Financial Industry Activities and Affiliations Affiliate Broker-Dealer BTG Pactual AM US is not itself a broker-dealer, but has an affiliate, BTG Broker-Dealer, that is a registered broker-dealer with the SEC and a member of FINRA. Several of BTG Pactual AM US’s Advisors are dually registered and associated with its affiliated broker-dealer, BTG Broker-Dealer (CRD No. 149486) as registered representatives. These individuals accept compensation for the sale of securities or other investment products, including trail fees or service fees from the sale of mutual funds, in their individual capacities as registered representatives of BTG Broker-Dealer. From time to time a Client may engage, and in the past has engaged, in transactions with BTG Pactual and its affiliates, including its affiliated broker-dealer. As part of the Programs, the wrap fee will generally cover execution fees for BTG Broker-Dealer which may result in a larger flow of business to BTG Broker-Dealer. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status BTG Pactual Asset Management US, LLC is registered as a Commodity Pool Operator and a Commodity Trading Advisor under the U.S. Commodity Futures Trading Commission and is a NFA Member. 27  Wrap Program Brochure | March 31, 2026 Material Relationships or Arrangements with Industry Participants The Firm is associated with the following related persons: a) Material Business Relationships with Certain Related Persons 1. BTG Pactual AM US is affiliated through common control with the following entities that act as General Partners of Clients advised by BTG Pactual AM US: • Aurora Midwest Industrial Holdings GP LLC • BR Florestais General Partner Ltd. • BTF II Co-Invest General Partner, Ltd. • BTF II-A Co-Invest General Partner, Ltd • BTF II-D Co-Invest General Partner, Ltd. • BTF II General Partner, Ltd • BTG Pactual Global Rates GP, Ltd. • BTG Pactual Prop GP, Ltd • BTG Pactual Rates GP, Ltd • BTG Pactual Strategic Capital Fund GP, LLC • BTG Pactual Structured Credit Opportunity GP Ltd. • BTG Pactual Timberland Fund I General Partner, Ltd • BTG Pactual U.S. Private Credit Investments GP, LLC • GAB Access GP, LLC • Specialized Multifamily Partners Fund GP, L.P. • Specialized Multifamily Partners GP, LLC • TRF General Partner I, Ltd. 2. BTG Pactual AM US is affiliated through common ownership with the following entities’ broker- dealers services: • BTG Pactual Argentina S.A.U. • BTG Pactual Capital S.A. De C.V. SOFOM • BTG Pactual Casa de Bolsa S.A., de C.V. • BTG Pactual Chile S.A. Corredores De Bolsa • BTG Pactual Corretora De Resseguros LTDA • BTG Pactual Corretora de Seguros Ltda. 28  Wrap Program Brochure | March 31, 2026 • BTG Pactual Corretora de Títulos e Valores Mobiliários S.A. • BTG Pactual Investment Banking Ltda. • BTG Pactual Peru S.A. Sociedad Agente De Bolsa • BTG Pactual Portugal – Empresa de Investimento, S.A. - Sucursal en Espana • BTG Pactual S.A. Comisionista De Bolsa • BTG Pactual US Capital LLC • EQI Corretora de Títulos e Valores Mobiliários S.A. 3. BTG Pactual AM US is affiliated through common ownership with the following entities that provide banking services: • Banco Besa S.A. • Banco BTG Pactual S.A. • Banco BTG Pactual (Colombia) S.A. • Banco BTG Pactual Chile S.A. • Banco BTG Pactual S.A. – Cayman Branch • Banco Nacional de Investimentos S.A. • Banco Nacional S.A. • Banco Pan S.A. • Banco Sistema S.A. • BTG Pactual Peru S.A.C. • BTG Pactual Bank, NA • BTG Pactual Europe S.A. JV BTG Sênior Sociedade de Crédito Direto S.A. • 4. BTG Pactual AM US is affiliated through common ownership with Engelhart CTP (US) LLC which is currently exempt from registration with the U.S. Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator and/or commodity trading adviser. 5. BTG Pactual AM US is affiliated through common ownership with the following entities that provide investment advisory services: • BTG Pactual (UK) Limited • BTG Pactual Asset Management S.A. DTVM • BTG Pactual Chile S.A. Administradora De Fondos De Invession De Capital Extranjero 29  Wrap Program Brochure | March 31, 2026 • BTG Pactual Chile S.A. Administradora General de Fondos • BTG Pactual Europe S.A. • BTG Pactual Europe Management Company S.A. • BTG Pactual Gestão e Consultoria de Investimentos LTDA. • BTG Pactual Gestora de Investimentos Alternativos LTDA • BTG Pactual Gestora de Fondos S.A. de C.V. S.O.F.I • BTG Pactual Gestora de Investimentos Alternativos LTDA • BTG Pactual Gestora de Recursos LTDA • BTG Pactual Peru S.A. Sociedad Admini. de Fondos • BTG Pactual Portugal – Empresa de Investimento, S.A. • BTG Pactual Serviços Financeiros S.A. DTVM. • BTG Pactual Timberland Investment Group, LLC • BTG Pactual WM Gestão de Recursos Ltda. • Magnetis Gestora De Recursos LTDA • Perfin Administracao De Recursos LTDA • Perfin Equities Admin. De Recursos Ltda. • Perfin Wealth Management Ltda. • Vitreo DTVM S.A. 6. BTG Pactual AM US is affiliated through common ownership with the following entities that provide trust services: • BTG Pactual Sociedad Fiduciaria (Colômbia) S.A. • CSD Central De Serviços De Registro E Depósito Aos Mercados Financeiro E De Capitais S.A. 7. BTG is affiliated through common ownership with the following entities that provide insurance services: • BTG Pactual Reinsurance (Cayman) Ltd • BTG Pactual Resseguradora S.A. • BTG Pactual Vida e Previdência S.A. • Too Seguros S.A. 30  Wrap Program Brochure | March 31, 2026 b) Recommendation and Selection of Other Investment Advisers Not applicable. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics BTG Pactual AM US’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Code sets forth a standard of business conduct that takes into account BTG Pactual AM US’s status as a fiduciary and requires the Firm to place the interests of Clients and investors above its own interests. The Code requires staff members to comply with applicable federal securities laws and requires staff members to promptly bring violations of the Code to the attention of the Firm’s Compliance Department. Staff Members are provided with a copy of the Code and are required to acknowledge receipt of the Code periodically. The Code sets the Firm’s controls over personal trading and also describes BTG Pactual AM US ’s policies regarding the protection of confidential information. Staff Members are specifically prohibited from using their knowledge about pending transactions or investments currently being considered for personal profit, including by purchasing or selling such securities directly or indirectly. Further, all Access Persons (as defined in the Code) must periodically provide reports detailing personal securities transactions as well as securities holdings. Such reports will be reviewed by the Chief Compliance Officer (“CCO”) or the CCO’s designee to ensure compliance with the Code. BTG Pactual AM US forbids all Staff Members from trading, either personally or on behalf of others, including Clients, on material non-public information (“MNPI”) or communicating MNPI to others in violation of the law. This conduct is frequently referred to as “insider trading.” This policy applies to all Staff Members and extends to activities within and outside his or her duties at BTG Pactual AM US. Investors or prospective investors may obtain a copy of the Code by contacting the Advisor via e-mail at funds@btgpactual.com. Conflicts of Interest BTG Pactual AM US, its officers, members and Staff Members may invest in the securities of certain Clients for which the Firm serves as investment manager or adviser. In addition, the Firm’s affiliated and related parties may have conflicts of interest in allocating their time between management of the Clients and other activities, in allocating investments among the Clients, and in effecting transactions for the Clients, including ones in which the affiliated and related parties may have a greater financial interest. As previously disclosed in the section “Cash Sweep Services”, BTG Pactual AM US and/or its affiliates receive a rebate fee from Pershing for the cash portion of a Program account that is not invested in a money market mutual fund. In this regard, the Firm has a financial incentive to sweep available cash balances into accounts established by Pershing, rather than into an eligible money market mutual fund, because of the compensation we receive when a Program account’s excess cash is swept into a Pershing account. To mitigate this conflict, the Firm has adopted policies and procedures reasonably designed to ensure that sweeping activity is periodically 31  Wrap Program Brochure | March 31, 2026 monitored to ensure that such activities are not averse to Clients’ interests. Further, BTG Pactual AM US discloses information regarding an account’s cash-sweep activity in the account statements. In addition to the rebate fee, BTG Pactual AM US also receives a fee representing a percentage of all net new money introduced to Pershing. As such, the Firm has a financial incentive to select Pershing over other qualified custodians to provide clearing services and custody for its Program accounts. To mitigate this conflict, the Firm has adopted policies and procedures reasonably designed to ensure that the continued use of Pershing to provide clearing services and custody is in the best interest of the Firm’s Clients. As disclosed in Item 4 above, Clients in the PAP program pay an asset-based wrap fee to BTG Pactual AM US. Clients in the UMA program pay a fee to an unaffiliated portfolio manager and a fee to BTG Pactual AM US. BTG Pactual AM US has discretion to negotiate, reduce, rebate or waive the BTG Pactual AM US wrap fee component of the Fee for any Client or group of Clients based on a number of factors and subject to certain internal guidelines. Although the PAP program will generally result in lower overall fees to a Client compared to the UMA program where fees are also paid to a third-party manager, BTG AM US will likely be able to negotiate a higher fee for itself for a PAP Client than for an UMA Client that is also paying a third-party fee. As such, BTG Pactual AM US has a conflict of interest when recommending the PAP program over a UMA program to a Client as a PAP account will generally result in greater overall fees being paid to BTG Pactual AM US. As mentioned in Item 4 above, PAP accounts may purchase AMCs through the BTG Broker-Dealer trading desk. In managing the AMC portfolios, the BTG Pactual Portfolio Solutions team will use the execution services of BTG Broker-Dealer and third-party brokers. BTG Pactual AM US has a conflict of interest when recommending the AMC to PAP Clients because commission costs for trades within the AMC are not covered by the wrap fee as they are for trades executed directly in a PAP account through BTG Broker-Dealer. Additionally, BTG Broker- Dealer will provide execution services to the AMC thus earning additional commissions from investments by PAP accounts. To mitigate this conflict, BTG Pactual AM US will only trade with BTG Broker-Dealer when it determines that BTG Broker-Dealer offers the best execution to the AMC under the circumstances. Additionally, BTG Pactual AM US will only recommend the AMC to a PAP Client when it determines that investing in the AMC is in the Client’s best interest. BTG Pactual AM US, its affiliates, and each of their respective directors, members, partners, shareholders, officers and staff members are not prohibited from conducting other business, including other business within the securities industry, whether or not such business is in competition with the Clients. For example, subject to the Code and applicable securities laws, BTG Pactual AM US and such affiliated and related parties may act (and do act) as general partner, investment adviser or investment manager for more than one Client, may have, make and maintain investments in their own name or through other entities and may serve (and do serve) as an officer, director, consultant, partner or stockholder of one or more investment funds, issuers, securities firms or advisory firms. Such other entities or accounts may have investment objectives or may implement investment strategies similar to or different from those of the Clients. In addition, affiliated and related parties may, through other investments, have interests in securities in which the Clients invest as well as interests in securities in which the Clients do not invest. The affiliated and related parties may give advice or take action with respect to such other entities that differs from the advice given or action taken with respect to one or more Clients. 32  Wrap Program Brochure | March 31, 2026 Additionally, as previously disclosed, BTG Pactual AM US may invest Program account assets into Funds managed by the Firm or its affiliates or Funds that offer us compensation for successfully referring Clients or investing Program account assets into such Funds. These arrangements may incentivize BTG Pactual AM US to invest Program account assets in certain Funds over alternative investments opportunities. In cases where BTG Pactual is a member of the underwriting syndicate from which a security is purchased for Clients of any Program, BTG Pactual may, directly or indirectly, benefit from such purchase. As such, as Manager of the Program accounts, we may be incentivized to recommend or purchase, on behalf of Program accounts, securities in which BTG Pactual underwrites. Although investments by BTG Pactual AM US, its affiliates and their related persons alongside investors in the Clients can strengthen the alignment of interests between BTG Pactual AM US and its Clients, any significant ownership interest by BTG Pactual AM US, its affiliates, and their related persons in a Client could motivate BTG Pactual AM US to make different investment decisions from those that would have been made otherwise. For example, BTG Pactual AM US investment staff members may have an incentive to allocate more profitable investments to Clients in which they and their related persons have investments, or to trade the portfolios of those Clients first. BTG Pactual AM US will, from time to time, be presented with investment opportunities that fall within the investment objective of a Client, the investment objectives of BTG Pactual AM US as a principal investor, and/or the investment objectives of other investment funds, accounts, vehicles and Clients sponsored, managed or advised by BTG Pactual AM US. As discussed below, not all investments which are within the primary investment focus of a Client will be allocated to a Client, and the governing documents of a Client allow BTG Pactual AM US to make such investments away from such Client, or allocate them to others, in certain circumstances. Investments determined to be outside a Client’s primary investment focus as well as investments that are determined in good faith by BTG Pactual AM US are not suitable for such Client may be made away from such Client. Even if an investment manager has no incentive to favor one Client over another, the interests of one Client may conflict with those of another Client. A limited investment opportunity, for example, might be suitable to one or more Clients. In that case, BTG Pactual AM US seeks to allocate the investment opportunity among relevant Clients in a manner that is fair and equitable under the circumstances to relevant Clients. Notwithstanding the foregoing, investment opportunities suitable to more than one Client may nonetheless be wholly allocated among Clients disproportionately or wholly to one Client, as discussed in greater detail below. BTG Pactual AM US has established trade allocation policies and procedures addressing BTG Pactual AM US’s duties to allocate investment opportunities among Clients on a basis that BTG Pactual AM US determines in good faith is appropriate or desirable in its sole discretion. Most investment opportunities that satisfy the investment parameters of a single particular Client will be allocated exclusively to that particular Client. In most cases, however, an investment opportunity may be appropriate for more than one Client. If an investment opportunity will be allocated, BTG Pactual AM US will, to the extent practicable, determine that the allocation is made on a basis that BTG Pactual AM US determines in good faith is appropriate or desirable in its sole discretion taking into account the relevant facts and circumstances and parameters of the governing documents of the investment fund advised by BTG Pactual AM US (or investment management agreement in the case of a managed account), the nature and extent of involvement in the transaction on the part of the respective teams 33  Wrap Program Brochure | March 31, 2026 of investment professionals for each such Client, legal, tax and regulatory matters, portfolio diversification concerns, the specific nature of the investment, the risk-return profile of the investment, Client relationships, the source of the investment opportunity, its contractual and legal obligations to BTG Pactual AM US’s security- holders and its other managed vehicles, accounts, Clients and investors and the nature of their investment focus, its investment allocation policies and procedures, the relative amounts of capital available for investment, the participation by strategic co-investors and other considerations deemed relevant by BTG Pactual AM US. The outcome of this determination may result in the allocation of all of an investment opportunity to a Client, or may result in such Client co-investing alongside BTG Pactual AM US and/or other funds, accounts, vehicles, strategic investors or Clients managed or advised by BTG Pactual AM US and other co-investors, in either the same or different parts of the portfolio company’s capital structure. Allocation of identified investment opportunities among BTG Pactual AM US and other funds, accounts, vehicles, strategic investors and Clients managed or advised by BTG Pactual AM US and other co- investors presents inherent conflicts of interest where demand exceeds available supply or where the Firm cannot allocate the same investment opportunity to all suitable Clients at the same cost. Investors should note that the conflicts inherent in making such allocation decisions may not always be resolved to the advantage of the Client. As a result of the foregoing, not all amounts available to a Client or to BTG Pactual AM US relating to an investment opportunity will be presented to such Client. In certain situations, participation of multiple Clients in a single transaction may require consent of the investor advisory committee or the investors of the participating Clients (or duly appointed representative in the case of a Managed Account). Allocation decisions are periodically reviewed to determine such decisions are made on a basis that BTG Pactual AM US determines in good faith is appropriate or desirable in its sole discretion. BTG Pactual AM US’s policies prohibit the allocation of investment opportunities based on anticipated compensation or profits to the Firm, any affiliates or their professionals. BTG Pactual AM US permits one or more strategic investors to invest in transactions in which a Client invests if BTG Pactual AM US determines in good faith that their investment would be beneficial in consummating such Client’s investment (including where an investor can invest or commit to invest a significant amount of capital in a short period of time), successfully operating the portfolio company or its assets, disposing of the investment or otherwise adding value to the investment because of certain skills or attributes of the strategic investor. BTG Pactual AM US may in its sole and absolute discretion give investors in a Client or third parties the opportunity to co-invest in a particular investment, including where BTG Pactual AM US determines a portion of the equity required would unreasonably limit diversification of a Client. Subject to BTG Pactual AM US’s allocation policies and the governing documents of a Client, in general, (i) certain investors in a Client have a right to participate in any co-investment opportunity pursuant to their side letter, (ii) decisions regarding whether and to whom else to offer co-investment opportunities are made in the sole discretion of BTG Pactual AM US or other participants in the applicable transactions, (iii) co-investment opportunities may, and typically will, be offered to some and not other investors of a Client, (iv) certain persons other than investors in a Client may be offered co-investment opportunities, in the sole discretion of BTG , and (v) co-investors may purchase their interests in a portfolio company at the same time as a Client or may purchase their interests from a Client after such Client has consummated its investment in the portfolio company (also known as a post-closing sell down or transfer). As a general matter, BTG Pactual AM US, in determining the allocation of co-investment opportunities, generally expects to take into account various facts and circumstances BTG Pactual AM US deems relevant, including among others, whether a potential co-investor has expressed interest in evaluating co- investment opportunities, whether a potential co-investor has a history of participating in co-investment 34  Wrap Program Brochure | March 31, 2026 opportunities with BTG Pactual AM US, the size of the potential co-investor’s interest to be held in the underlying portfolio company as a result of a Client’s investment (which is likely to be based on the size of the potential investor’s capital commitment and/or investment in a Client), whether the potential co-investor has demonstrated a long-term or continuing commitment to the potential success of BTG Pactual AM US, a Client, or other co-investment and/or other Clients, and such other factors that BTG deems relevant under the circumstances. The allocation of co-investment opportunities may involve a benefit to BTG Pactual AM US including, without limitation, fees or carried interest from the co-investment opportunity and capital commitments to Clients. Certain Advisory Clients of BTG Pactual AM US and BTG Pactual Timberland Investment Group, LLC may be offered co-investment opportunities by virtue of a current and/or prior investment. The Client may bridge such investments until capital is called from co-investors. Any capital returned from such a bridge will generally be treated as not having been contributed for purposes of a Client’s governing documents. The performance of co-investments is not aggregated with that of any Client, including for purposes of determining the calculation of performance fees or management fees. BTG Pactual AM US may or may not charge management fees, one-time funding fees and/or performance fees in respect of co-investments, as it determines in its sole discretion. If permissible and meeting the criteria set forth under the relevant regulatory rules, BTG Pactual AM US may also enter into side letters or other similar agreements with certain investors in connection with their admission to a Client, which includes special rights with respect to co-investment. Pursuant to the foregoing, all or a portion of any investment opportunity within the investment objective of a Client may be allocated to other funds, accounts or vehicles advised or sponsored by BTG Pactual AM US. BTG Pactual AM US’s exercise of its discretion in allocating investment opportunities with respect to a particular investment among various Clients may not, and often will not, result in proportional allocations among such Clients, and such allocations may be more or less advantageous to some Clients relative to other Clients. There can be no assurance that a Client’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which BTG Pactual AM US may be subject, discussed herein, did not exist. BTG Pactual employs a number of controls to mitigate potential conflicts of interest. Business areas that have activities with potential conflict are physically and logistically segregated. Communication channels are properly monitored. Employees in areas that use sensitive information on a daily basis also undergo specific training. BTG Pactual enforces limits on sending and receiving gifts to and from Clients/partners. These must be declared and pre-approved by Compliance. Investments made by employees and external activities carried out should also conflict with BTG Pactual's activities therefore must also be previously approved by Compliance. Employees are expected not to be involved in any situation that conflicts with their activities carried out at BTG Pactual or has any reputational risk. If a conflict is identified, the employee must declare himself/herself conflicted through the means previously disclosed, as well as immediately withdraw from the meeting and/or negotiation in issue, and must completely refrain from any decision making regarding the process. Despite the controls that BTG Pactual has established there can be no assurance made that any of BTG Pactual’s current controls will have their desired effect. 35  Wrap Program Brochure | March 31, 2026 Review of Accounts Frequency and Nature of Review of Client Accounts BTG Pactual AM US has detailed knowledge of the investments in each Client. The Client portfolios are under periodic review by the investment professionals responsible for such account and seek to ensure that transactions are within the parameters of the various investment mandates. The compliance and operations departments periodically review the portfolios for most Clients. In terms of frequency, the Firm monitors Client portfolios and conducts periodic account reviews at least annually to ensure consistency with the strategy and performance objectives. Reviews may also be conducted when requested by the Client. The frequency and extent of the reviews vary by Client and are driven generally by Client circumstances, changes to a Client’s financial situation, and assets and investments currently held or proposed to be held. Content and Frequency of Account Reports to Clients All Clients receive or have the option to receive monthly or quarterly reports. Wealth management Clients have access to their portfolio provided by their custodian banks and also have the option of receiving monthly reports from the Firm or more frequent access through an internet Client portal. The nature of monthly and quarterly reports to Clients and wealth management Clients depends on the terms of the governing documents of such Clients’ accounts and/or the requirements of any exchange or market on which their securities are admitted to trade or the relevant management agreement. Private fund investors will receive reports as disclosed in the offering memoranda of each private fund. Audited financial statements are sent to private fund investors within either 90 or 120 days of the financial year end, depending upon the private fund’s requirements. Client Referrals and Other Compensation From time to time the Firm will engage, and in the past has engaged, third-party marketers or solicitors to refer potential investors to private funds, investment vehicles and/or managed accounts. As compensation for its services, the solicitor will receive a portion of the investor’s fees paid to the Advisor. All solicitation agreements comply with the conditions and requirements of Rule 206(4)-1 under the Advisers Act. Financial Information General Financial Disclosures No financial events have occurred to BTG Pactual AM US that would negatively affect the financial viability of the Firm. There is no financial condition of which BTG Pactual AM US is aware that is reasonably likely to impair the Firm’s ability to meet contractual commitments to Clients. In an effort to be transparent to all investors, please see the below disclosure regarding Banco BTGP’s recent credit ratings. Banco BTGP is the ultimate parent company of the Firm. Banco BTGP’s credit rating is not likely to impair the Firm’s ability to meet its contractual commitments to Clients. 36  Wrap Program Brochure | March 31, 2026 a) Financial Disclosures The Firm does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance. b) Material Financial Impairment As noted above, the Firm is not aware of any financial condition that is reasonably likely to impair BTG’s ability to meet contractual commitments to Clients. c) Bankruptcy Petitions BTG has not been the subject of a bankruptcy petition at any time during the past ten years. Financial Disclosure Regarding Banco BTG Pactual As of March 2026, Banco BTGP’s ratings on the long-term global scale were: Moody’s: Ba1 Standard & Poor’s: BB Fitch Ratings: BB+ (long term IDR) Fitch Ratings: B (short term IDR) Errors Errors may occur from time-to-time in transactions for Client accounts. The Advisor will generally correct any such errors that are the fault of the Advisor or an affiliate at no cost to the Client, other than costs that the Advisor deems immaterial. In correcting any errors that are the fault of the Advisor or an affiliate, the Advisor or an affiliate may repurchase the securities from the Client. To the extent that the subsequent sale of such securities generates a profit to the Advisor or an affiliate, the Advisor or the affiliate may retain such profits, and may, but is not required to, use such profits to offset errors in the future or pay other Client-related expenses. The Advisor will not be responsible for any errors that occur that are not the fault of the Advisor or any affiliate. 37