Kotak Alternate Asset Managers Limited

KOTAK ALTERNATE ASSET MANAGERS LIMITED CRD# 317952 27BKC, Plot No. C-27 ‘G’ Block, Bandra Kurla Complex Mumbai Maharashtra India 400051 Telephone: +91 22 43360000 https://www.kotakalternateasset.com/investment-advisory/#bespoke-advisory June 30, 2026 FORM ADV PART 2A BROCHURE This brochure provides information about the qualifications and business practices of Kotak Alternate Asset Managers Limited. If you have any questions about the contents of this brochure, contact us at +91-22-43360000. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Additional information about Kotak Alternate Asset Managers Limited is available on the SEC's website at www.adviserinfo.sec.gov. Kotak Alternate Asset Managers Limited is a registered investment adviser. Registration with the United States Securities and Exchange Commission or any state securities authority does not imply a certain level of skill or training. This is a Confidential document.  Item 2 Summary of Material Changes Form ADV Part 2 requires registered investment advisers to amend their brochure when information becomes materially inaccurate. If there are any material changes to an adviser's disclosure brochure, the adviser is required to notify you and provide you with a description of the material changes. KAAML has amended this brochure to clarify that some of the information contained in this brochure relates to its Indian business and to provide some additional information with respect to its US business. Additional m aterial changes summarized below:  Appointment of Tejal Shah as Principal Officer for the Advisory business in place of Mukund Raichur. This is a Confidential document.  Item 3 Table of Contents Item 2 Summary of Material Changes ................................................................................. 2 Item 3 Table of Contents ...................................................................................................... 3 Item 4 Advisory Business ..................................................................................................... 4 Item 5 Fees and Compensation ........................................................................................... 5 Item 6 Performance-Based Fees and Side-By-Side Management .................................... 6 Item 7 Types of Clients ......................................................................................................... 6 Item 8 Methods of Analysis, Investment Strategies and Risk of Loss ............................... 7 Item 9 Disciplinary Information ........................................................................................... 12 Item 10 Other Financial Industry Activities and Affiliations ............................................... 13 Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading . ........................................................................................................................................... 13 Item 12 Brokerage Practices .............................................................................................. 15 Item 13 Review of Accounts ............................................................................................... 16 Item 14 Client Referrals and Other Compensation ........................................................... 16 Item 15 Custody .................................................................................................................. 17 Item 16 Investment Discretion ............................................................................................ 18 Item 17 Voting Client Securities ......................................................................................... 18 Item 18 Financial Information ............................................................................................. 18 This is a Confidential document.  Item 4 Advisory Business Description of Firm Kotak Alternate Asset Managers Limited (“KAAML”) is a registered investment adviser based in Mumbai, India. KAAML was founded in 1994. We are organized as a corporation under the laws of the country of India. We are also managers to various private funds although our US business is currently limited to non-discretionary investment advisory services. We are owned by Kotak Mahindra Bank Limited and Kotak Mahindra Capital Company Limited. KAAML is registered as an investment adviser with the Securities and Exchange Board of India ("SEBI") as well as with the U.S. Securities and Exchange Commission ("SEC"). The following paragraphs describe our services and fees. Refer to the description of investment advisory service listed below for information on how we tailor our advisory services to your individual needs. As used in this brochure, the words "we," "our," and "us" refer to Kotak Alternate Asset Managers Limited and the words "you," "your," and "client" refer to you as either a client or prospective client of our firm. Investment Advisory Services and Private Funds We offer non-discretionary investment advisory services to our Indian and US advisory clients. The non-discretionary investment advisory services are offered to US clients through our US registration. If you enter into an investment advisory arrangement with KAAML, you have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. In addition, we also offer the private funds managed by KAAML or its affiliates (“KAAML Funds”). The detailed terms, strategies and risks applicable to the KAAML Funds, including restrictions on investments relating to the KAAML Funds, are found in the private placement memorandum or subscription agreement for respective funds. The KAAML Funds are available for investment only by institutional investors and other sophisticated, high-net-worth investors, who meet the eligibility requirements of the applicable fund set forth in its Governing Documents. Wherever such funds are marketed in the US, they are exempt from registration as an investment company under the U.S. Investment Company Act, as amended (the "Investment Company Act"), under Section 3(c)(1) or 3(c)(7) thereof. Types of Indian Securities and Investments on which Investment Advisory Services will be Offered We offer advice on Indian securities and investments, including but not limited to equity securities, warrants, corporate debt securities (other than commercial paper), certificates of deposit, bonds, government securities, mutual funds, private funds, other portfolio management services, options contracts on securities, options contracts on commodities, futures contracts on tangibles, futures contracts on intangibles, private placements, unlisted securities, real estate investment trusts ("REITs"), infrastructure investment trusts ("InvITs"), private investment in public equity ("PIPEs"), derivatives, structured products, exchange-traded funds ("ETFs"), Bank Fixed Deposits and other possible securities that may be of interest to our clients. Since our investment strategies and advice are based on each client’s specific financial situation, the investment advice we provide you may be different or conflicting with the advice we give to other clients regarding the same security or investment. This is a Confidential document.  Assets Under Management As of March 31, 2026, we manage assets amounting to USD 3,81,36,64,039 under various private funds on a discretionary basis and provide investment advisory services on assets amounting to USD 14,70,42,28,219 on a non-discretionary basis. These Assets under Management are being provided for the consolidated business of KAAML (India & US advisory business). Item 5 Fees and Compensation Non-Discretionary Investment Advisory Services Our fee for non-discretionary investment advisory services is based on a percentage of the assets under management by KAAML and is set forth in the following annual fee schedule. This fee is negotiable on a case to case basis. Annual Fee Schedule Annual Fee (exclusive of applicable taxes) Assets Under Management Up to USD 12 million USD 12 million to 30 million USD 30 million to 60 million Above USD 60 million 0.50% 0.40% 0.30% 0.25% Our periodic investment advisory fee is billed and payable, as invoiced, based on the average daily balance in the account during the billing period. Fees are typically billed and paid quarterly in arrears based on the average daily balance of the previous quarter. The specific billing arrangement for your account is listed in your advisory agreement. All quarterly fees are calculated based on the actual number of days in the quarter (or other billing period). Details are provided on your invoice. If the investment advisory agreement is executed at any time other than the first day of the calendar quarter (or other agreed upon billing period), our fees will be calculated based on the number of days remaining in the quarter (or billing period). Our advisory fee is negotiable, depending on individual client circumstances. At our discretion, we combine the account values of family members or related entities living in the same household to determine the applicable advisory fee. For example, we may combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts. Combining account values may increase the asset total, which may result in your paying a reduced advisory fee based on the available breakpoints in our fee schedule stated above. We will send you an invoice for the payment of our advisory fee before deducting our fee directly from your account through the custodian holding your funds and securities. We will deduct our advisory fee only when you have given our firm written authorization permitting the fees to be paid directly from your account. This authorization is a part of the agreement signed with the qualified custodian or your agreement with KAAML. You also have the option of paying our advisory fees within two weeks of receipt of your invoice to avoid deduction from your account. You will receive an account statement from time to time from your selected custodian. You should review all statements for accuracy. This is a Confidential document.  We encourage you to reconcile our invoices with the statement(s) you receive from time to time. If you find any inconsistent information between our invoice and the statement(s) you receive, call our main office number located on the cover page of this brochure. You may terminate the investment advisory agreement upon 30 days' written notice. You will incur a pro-rata charge for services rendered prior to the termination of the investment advisory agreement, which means you will incur advisory fees only in proportion to the number of days in the billing period for which you are a client. If you have prepaid advisory fees that we have not yet earned, you will receive a prorated refund of those fees. The 30-day notice begins the day after your written notice is received by KAAML. Private Funds Fees charged to our private fund clients may include a fixed annual fee, a performance- based fee and/or a set-up fee. All fees charged to the private fund clients are outlined in the Private Placement Memorandum or subscription agreements of the specific private fund. Private funds registered in India offer two share classes: direct and regular. The direct share class has no distribution commission which is paid out to the distributor. Regular share classes do impose a commission which is paid to the distributor. For our non-discretionary Investment advisory clients, we always recommend the direct share class. The Investment advisory fee is not charged on the KAAML funds subscribed by the Advisory client. Though the practice of recommending private funds and other products managed by KAAML by advisory services professionals represents a conflict of interest, however KAAML or such advisory professionals do not receive any compensation for the sale of KAAML Funds. Additional Fees and Expenses As part of our investment advisory services to you, we may recommend that you invest in mutual funds, exchange traded funds, other pooled investment vehicles or any other investment instruments mentioned above. The fees that you pay to our firm for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds or exchange traded funds or other products (described in each fund's prospectus) to their shareholders. These fees will generally include a management fee and other fund expenses such as legal charges, taxes, audit, fund administration expenses amongst others. You will also incur transaction charges and/or brokerage fees when purchasing or selling securities. These charges and fees are typically imposed by the broker-dealer or custodian through whom your account transactions are executed. KAAML does not receive any portion of the brokerage fees/transaction charges imposed by the broker-dealer or custodian. This is a Confidential document.  Item 6 Performance-Based Fees and Side-By-Side Management Performance-based fees are fees that are based on a share of capital gains or capital appreciation of a client's account. Side-by-side management refers to the practice of managing accounts that are charged performance-based fees while at the same time managing accounts that are not charged performance-based fees. KAAML collects performance-based fees for the KAAML Funds that are managed as a part of our India based business. The fee charged by each fund is based on the terms set forth in the Private Placement Memorandum. Our fees for non-discretionary advisory services (including the services provided by our US business) are calculated as described in Item 5 Fees and Compensation section and are not charged on the basis of a share of capital gains upon, or capital appreciation of, the market value of assets in your advisory account. Item 7 Types of Clients We offer investment advisory services to high-net-worth individuals, trusts, partnership firms, companies, LLPs, and pooled investment vehicles (other than investment companies). In general, we require a minimum of USD 5 million to open and maintain an advisory account. At our discretion, we have waived, and may in the future waive, this minimum account size. For example, we may waive the minimum if you appear to have significant potential for increasing your assets under our advisory services. Investments you choose to make in private funds managed by KAAML are included in your account minimum. At our discretion, we may also combine account values for you and your minor children, joint accounts with your spouse, and other types of related accounts to meet the stated minimum. Item 8 Methods of Analysis, Investment Strategies and Risk of Loss Our Methods of Analysis and Investment Strategies We use one or more of the following methods of analysis or investment strategies when providing investment advice to you: Fundamental Analysis - involves analyzing individual companies and their industry groups, such as a company's financial statements, details regarding the company's product line, the experience and expertise of the company's management, and the outlook for the company and its industry. The resulting data is used to measure the true value of the company's stock compared to the current market value. Risk: The risk of fundamental analysis is that information obtained may be incorrect and the analysis may not provide an accurate estimate of earnings, which may be the basis for a stock's value. If securities prices adjust rapidly to new information, utilizing fundamental analysis may not result in favorable performance. This is a Confidential document.  Long-Term Purchases - securities purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Risk: Using a long-term purchase strategy generally assumes the financial markets will go up in the long-term which may not be the case. There is also the risk that the segment of the market that you are invested in or perhaps just your particular investment will go down over time even if the overall financial markets advance. Purchasing investments long-term may create an opportunity cost - "locking-up" assets that may be better utilized in the short-term in other investments. Short-Term Purchases - securities purchased with the expectation that they will be sold within a relatively short period of time, generally less than one year, to take advantage of the securities' short-term price fluctuations. Risk: Using a short-term purchase strategy generally assumes that we can predict how financial markets will perform in the short-term which may be very difficult and will incur a disproportionately higher amount of transaction costs compared to long-term trading. There are many factors that can affect financial market performance in the short-term (such as short- term interest rate changes, cyclical earnings announcements, etc.) but may have a smaller impact over longer periods of times. Our investment strategies and advice may vary depending upon each client's specific financial situation. As such, we determine investments and allocations based upon your predefined objectives, risk tolerance, time horizon, financial information, liquidity needs and other various suitability factors. Your restrictions and guidelines may affect the composition of your portfolio. It is important that you notify us immediately with respect to any material changes to your financial circumstances, including for example, a change in your current or expected income level, tax circumstances, or employment status. Cash Management We manage cash balances in your account based on the yield, and the financial soundness of the money markets and other short-t e rm instruments. Tax Considerations Our strategies and investments may have unique and significant tax implications. However, unless we specifically agree otherwise, and in writing, tax efficiency is not our primary consideration in the management of your assets. Regardless of your account size or any other factors, we strongly recommend that you consult with a tax professional regarding the investing of your assets. Custodians and broker-dealers must report the cost basis of equities acquired in client accounts. Your custodian will default to the First-In First-Out ("FIFO") accounting method for calculating the cost basis of your investments. You are responsible for contacting your tax advisor to determine if this accounting method is the right choice for you. Risk of Loss Investing in securities involves risk of loss that you should be prepared to bear. We do not represent or guarantee that our services or methods of analysis can or will predict future results, successfully identify market tops or bottoms, or insulate clients from losses due to market corrections or declines. We cannot offer any guarantees or promises that your financial goals and objectives will be met. Past performance is in no way an indication of future This is a Confidential document.  performance. Other Risk Considerations When evaluating risk, financial loss may be viewed differently by each client and may depend on many different risks, each of which may affect the probability and magnitude of any potential losses. The following risks may not be all-inclusive but should be considered carefully by a prospective client before retaining our services. Liquidity Risk: The risk of being unable to sell your investment at a fair price at a given time due to high volatility or lack of active liquid markets. You may receive a lower price or it may not be possible to sell the investment at all. Credit Risk: Credit risk typically applies to debt investments such as corporate, municipal, and sovereign fixed income or bonds. A bond issuing entity can experience a credit event that could impair or erase the value of an issuer’s securities held by a client. Inflation and Interest Rate Risk: Security prices and portfolio returns will likely vary in response to changes in inflation and interest rates. Inflation causes the value of future dollars to be worth less and may reduce the purchasing power of a client’s future interest payments and principal. Inflation also generally leads to higher interest rates which may cause the value of many types of fixed income investments to decline. Horizon and Longevity Risk: The risk that your investment horizon is shortened because of an unforeseen event, for example, the loss of your job. This may force you to sell investments that you were expecting to hold for the long term. If you must sell at a time that the markets are down, you may lose money. Longevity Risk is the risk of outliving your savings. This risk is particularly relevant for people who are retired or are nearing retirement. Recommendation of Particular Types of Securities We recommend various types of securities and we do not primarily recommend one particular type of security over another since each client has different needs and different tolerance for risk. Each type of security has its own unique set of risks associated with it and it would not be possible to list here all of the specific risks of every type of investment. Even within the same type of investment, risks can vary widely. However, in very general terms, the higher the anticipated return of an investment, the higher the risk of loss associated with the investment. A description of the types of securities we may recommend to you and some of their inherent risks are provided below. Certificates of Deposit: Certificates of deposit (“CD”) are generally a safe type of fixed income financial instrument. However, because the returns are generally low, there is risk that inflation outpaces the return of the CD. Certain CDs are traded in the market place and not purchased directly from a banking institution. This is a Confidential document.  Government Securities: Municipal securities, while generally thought of as safe, can have significant risks associated with them including, but not limited to: the credit worthiness of the governmental entity that issues the bond; the stability of the revenue stream that is used to pay the interest to the bondholders; when the bond is due to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same amount of interest or yield to maturity. Bonds: Corporate debt securities (or "bonds") are typically safer investments than equity securities, but their risk can also vary widely based on: the financial health of the issuer; the risk that the issuer might default; when the bond is set to mature; and, whether or not the bond can be "called" prior to maturity. When a bond is called, it may not be possible to replace it with a bond of equal character paying the same rate of return. Stocks: There are numerous ways of measuring the risk of equity securities (also known simply as "equities" or "stock"). In very broad terms, the value of a stock depends on the financial health of the company issuing it. However, stock prices can be affected by many other factors including but not limited to the class of stock (for example, preferred or common); the health of the market sector of the issuing company; and the overall health of the economy. In general, larger, better-established companies ("large cap") tend to be safer than smaller start-up companies ("small cap") are but the mere size of an issuer is not, by itself, an indicator of the safety of the investment. Mutual Funds and Exchange Traded Funds: Mutual funds and exchange traded funds ("ETF") are professionally managed collective investment systems that pool money from many investors and invest in stocks, bonds, short-term money market instruments, other mutual funds, other securities, or any combination thereof. The fund will have a manager that trades the fund's investments in accordance with the fund's investment objective. While mutual funds and ETFs generally provide diversification, risks can be significantly increased if the fund is concentrated in a particular sector of the market, primarily invests in small cap or speculative companies, uses leverage (i.e., borrows money) to a significant degree, or concentrates in a particular type of security (i.e., equities) rather than balancing the fund with different types of securities. ETFs differ from mutual funds since they can be bought and sold throughout the day like stock and their price can fluctuate throughout the day. The returns on mutual funds and ETFs can be reduced by the costs to manage the funds. Also, while some mutual funds are "no load" and charge no fee to buy into, or sell out of, the fund, other types of mutual funds do charge such fees which can also reduce returns. Mutual funds can also be "closed end" or "open end". So-called "open end" mutual funds continue to allow in new investors indefinitely whereas "closed end" funds have a fixed number of shares to sell which can limit their availability to new investors. ETFs may have tracking error risks. For example, the ETF investment adviser may not be able to cause the ETF’s performance to match that of its Underlying Index or other benchmark, which may negatively affect the ETF's performance. In addition, for leveraged and inverse ETFs that seek to track the performance of their Underlying Indices or benchmarks on a daily basis, mathematical compounding may prevent the ETF from correlating with performance of its benchmark. In addition, an ETF may not have investment exposure to all of the securities included in its Underlying Index, or its weighting of investment exposure to such securities may vary from that of the Underlying Index. Some ETFs may invest in securities or financial instruments that are not included in the Underlying Index, but which are expected to yield similar performance. This is a Confidential document.  Commercial Paper: Commercial paper ("CP") is, in most cases, an unsecured promissory note that is issued with a maturity of 365 days or less. Real Estate Investment Trust: A real estate investment trust ("REIT") is a corporate entity which invests in real estate. REITs can be publicly or privately held. Public REITs may be listed on public stock exchanges. Fluctuations in the real estate market can affect the REIT's value and dividends. Warrants: A warrant is a derivative (security that derives its price from one or more underlying assets) that confers the right, but not the obligation, to buy or sell a security – normally an equity – at a certain price before expiration. The price at which the underlying security can be bought or sold is referred to as the exercise price or strike price. Warrants that confer the right to buy a security are known as call warrants; those that confer the right to sell are known as put warrants. Warrants are in many ways similar to options. The main difference between warrants and options is that warrants are issued and guaranteed by the issuing company, whereas options are traded on an exchange and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Warrants do not pay dividends or come with voting rights. Options Contracts: Options are complex securities that involve risks and are not suitable for everyone. Option trading can be speculative in nature and carry substantial risk of loss. It is generally recommended that you only invest in options with risk capital. An option is a contract that gives the buyer the right, but not the obligation, to buy or sell an underlying asset at a specific price on or before a certain date (the "expiration date"). The two types of options are calls and puts: A call gives the holder the right to buy an asset at a certain price within a specific period of time. Calls are similar to having a long position on a stock. Buyers of calls hope that the stock will increase substantially before the option expires. A put gives the holder the right to sell an asset at a certain price within a specific period of time. Puts are very similar to having a short position on a stock. Buyers of puts hope that the price of the stock will fall before the option expires. Selling options is more complicated and can be even riskier. The option trading risks pertaining to options buyers are: Risk of losing your entire investment in a relatively short period of time. The risk of losing your entire investment increases if, as expiration nears, the stock is below the strike price of the call (for a call option) or if the stock is higher than the strike price of the put (for a put option). European style options which do not have secondary markets on which to sell the options prior to expiration can only realize its value upon expiration. Specific exercise provisions of a specific option contract may create risks. Regulatory agencies may impose exercise restrictions, which stops you from realizing value. This is a Confidential document.  The option trading risks pertaining to options sellers are: Options sold may be exercised at any time before expiration. Covered Call traders forgo the right to profit when the underlying stock rises above the strike price of the call options sold and continues to risk a loss due to a decline in the underlying stock. Writers of Naked Calls risk unlimited losses if the underlying stock rises. Writers of Naked Puts risk substantial losses if the underlying stock drops. Writers of naked positions run margin risks if the position goes into significant losses. Such risks may include liquidation by the broker. Writers of call options could lose more money than a short seller of that stock could on the same rise on that underlying stock. This is an example of how the leverage in options can work against the option trader. Writers of Naked Calls are obligated to deliver shares of the underlying stock if those call options are exercised. Call options can be exercised outside of market hours such that effective remedy actions cannot be performed by the writer of those options. Writers of stock options are obligated under the options that they sold even if a trading market is not available or that they are unable to perform a closing transaction. The value of the underlying stock may surge or decline unexpectedly, leading to automatic exercises. Other option trading risks are: The complexity of some option strategies is a significant risk on its own. Option trading exchanges or markets and option contracts themselves are open to changes at all times. Options markets have the right to halt the trading of any options, thus preventing investors from realizing value. Risk of erroneous reporting of exercise value. If an options brokerage firm goes insolvent, investors trading through that firm may be affected. Internationally traded options have special risks due to timing across borders. Risks that are not specific to options trading include market risk, sector risk and individual stock risk. Option trading risks are closely related to stock risks, as stock options are a derivative of stocks. PIPES: In a Private Investment in Public Equity ("PIPE") transaction, investors typically purchase securities directly from a publicly traded company in a private placement. Depending on the structure of the transaction, this can be done at a premium to or at a discount from the market price of the company's common stock. Risks of investing in PIPES include but may not be limited to substantial entry requirements, limited liquidity, limited investor control, potential for unfunded commitments, and loss of investment. Derivatives: Derivatives are types of investments where the investor does not own the underlying asset. There are many different types of derivative instruments, including, but not limited to, options, swaps, futures, and forward contracts. Derivatives have numerous uses as well as various risks associated with them, but they are generally considered an alternative way to participate in the market. Investors typically use derivatives for three reasons: to hedge This is a Confidential document.  a position, to increase leverage, or to speculate on an asset's movement. The key to making a sound investment is to fully understand the characteristics and risks associated with the derivative, including, but not limited to counter-party, underlying asset, price, and expiration risks. The use of a derivative only makes sense if the investor is fully aware of the risks and understands the impact of the investment within a portfolio strategy. Due to the variety of available derivatives and the range of potential risks, a detailed explanation of derivatives is beyond the scope of this disclosure. Structured Products: A structured product, also known as a market-linked product, is generally a pre-packaged investment strategy based on derivatives, such as a single security, a basket of securities, options, indices, commodities, debt issuances, and/or foreign currencies, and to a lesser extent, swaps. Structured products are usually issued by investment banks or affiliates thereof. They have a fixed maturity and have two components: a note and a derivative. The derivative component is often an option. The note provides for periodic interest payments to the investor at a predetermined rate, and the derivative component provides for the payment at maturity. Some products use the derivative component as a put option written by the investor that gives the buyer of the put option the right to sell to the investor the security or securities at a predetermined price. Other products use the derivative component to provide for a call option written by the investor that gives the buyer of the call option the right to buy the security or securities from the investor at a predetermined price. A feature of some structured products is a "principal guarantee" function, which offers protection of principal if held to maturity. Investing in structured products involves a number of risks including but not limited to: fluctuations in the price, level or yield of underlying instruments, interest rates, currency values and credit quality; substantial loss of principal; limits on participation in any appreciation of the underlying instrument; limited liquidity; credit risk of the issuer; conflicts of interest; and, other events that are difficult to predict. Futures: Futures are financial contracts obligating the buyer to purchase an asset (or the seller to sell an asset), such as a physical commodity or a financial instrument, at a predetermined future date and price. The primary difference between options and futures is that options give the holder the right to buy or sell the underlying asset at expiration, while the holder of a futures contract is obligated to fulfill the terms of his/her contract. Buyers and sellers in the futures market primarily enter into futures contracts to hedge risk or speculate rather than to exchange physical goods. Futures are not only for speculating. They may be used for hedging or may be a more efficient instrument to trade than the underlying asset. Private Placements: A private placement (nonpublic offering) is illiquid security sold to qualified investors and are not publicly traded. Risk: Private placements generally carry a higher degree of risk due to illiquidity. Most securities that are acquired in a private placement will be restricted securities and must be held for an extended amount of time and therefore cannot be sold easily. The range of risks are dependent on the nature of the partnership and are disclosed in the offering documents. This is a Confidential document.  Item 9 Disciplinary Information We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. Our affiliate has been involved in the events described below. A foreign regulatory agency took certain disciplinary actions against one or more of our affiliates for alleged violations of certain securities regulations, rules, and/or statutory provisions. The details on these matters related to our affiliate's disciplinary history can be found in t h e A D V f i l e d b y K o t a k A l t e r n a t e A s s e t M a n a g e r s L i m i t e d . This is a Confidential document.  Item 10 Other Financial Industry Activities and Affiliations The following entities are affiliates under common ownership and control: Kotak Securities Ltd., regulated by the SEBI Kotak Mahindra Inc., regulated by the SEC and member FINRA Securities Broker-Dealers o o Investment Managers or Investment Advisers o Kotak Mahindra (International) Limited o Kotak Mahindra Asset Management (Singapore) Pte. Limited o Kotak Mahindra Capital Company Limited o Kotak Mahindra Asset Management Company Limited Kotak Mahindra (UK) Limited Kotak Mahindra Trusteeship Services Limited Kotak Mahindra Bank Limited Investment Banks or Custodians o o o Kotak Mahindra Life Insurance Company Limited Insurance Companies o KAAML is jointly held by a foreign bank, Kotak Mahindra Bank Limited (“KM Bank”) and Kotak Mahindra Capital Company Limited a merchant banker registered with Securities and Exchange Board of India. Conflicts of interest may exist owing to the structure (of KAAML) since KM Bank’s services include wealth management, financial planning and banking services. As noted above, KAAML has a number of affiliations in the financial industry and KAAML conducts business with some of these affiliated companies. Further, as noted above, the practice of recommending to you private funds and other products managed by KAAML by our US advisory services professionals represents a conflict of interest even though such professionals do not receive any compensation for the sale of such products. KAAML does not receive a referral fee or any other payment from its affiliates. Individuals providing investment advice on behalf of our firm are not registered representatives with our affiliate broker dealers. Item 11 Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Description of Our Code of Ethics We strive to comply with applicable laws and regulations governing our practices. Therefore, our Code of Ethics includes guidelines for professional standards of conduct for persons associated with our firm, particularly its US business. Our goal is to protect your interests at all times and to demonstrate our commitment to our fiduciary duties of honesty, good faith, and fair dealing with you. All persons associated with our firm are expected to adhere strictly to these guidelines. Persons associated with our firm are also required to report any violations of our Code of Ethics. Additionally, we maintain and enforce written policies reasonably designed to prevent the misuse or dissemination of material, nonpublic information about you or your account holdings by persons associated with our firm. This is a Confidential document.  Clients or prospective clients may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions KAAML serves as the general partner of KAAML Funds in which you may be solicited to invest. KAAML, certain members of its management, and other knowledgeable employees may acquire, directly or indirectly, investment interests in the KAAML Funds. Conflicts that arise are mitigated through KAAML’s fiduciary obligation to act in the best interest of our clients, contractual limitations that govern our activities as adviser or general partner, as applicable, and the requirement of KAAML not to place its interests before its clients’ interests when managing the funds. Conflicts are also mitigated by the fact that the advisory personnel are generally not involved in managing client’s assets or other activities of KAAML’s non-US business and are not compensated on the basis of such management or activities of non-US operations. If you are an investor in a KAAML Fund, refer to the private fund’s offering documents for detailed disclosures regarding the private funds. Principal Transactions Our US business currently provides only non-discretionary advice to client accounts, in our non- US business. We do not direct trades to one or more affiliated broker dealers that act as principal or as agent and buy securities from (or sell securities to) our clients in regard to certain transactions. Agency Cross Transactions An agency cross transaction for an advisory client occurs when we, or one of our affiliates, acts as a broker for a transaction in which one of our advisory clients is on one side of the transaction and another person (not an advisory client) is on the other side of the transaction. We may, when we consider the transaction to be in your best interest, recommend such transactions. We do not execute trades or provide instructions to the broker for placing the trade on behalf of the advisory client. Internal Cross Transactions An internal cross trade occurs when the Company effects a transaction between two advisory clients. This would occur where one client desires or needs to purchase certain securities which another client desires or needs to sell. In such transactions a potential conflict of interest exists in that one client may be disadvantaged by the transaction. In doing so, we do not receive additional compensation other than our advisory fees, as disclosed at Item 5 above. Personal Trading Practices Our firm or persons associated with our firm may possess the same securities that we recommend to you or securities in which you are already invested. A conflict of interest exists in such cases because we have the ability to trade ahead of you and potentially receive more favorable prices than you will receive. To mitigate this conflict of interest, it is our policy that neither our firm nor persons associated with our firm shall have priority over your account in the purchase or sale of securities. This is a Confidential document.  Item 12 Brokerage Practices We maintain relationships with several affiliated broker-dealers. You are free to choose any broker-dealer or other service provider as your custodian. Research and Other Soft Dollar Benefits KAAML does not have discretion for your account (in the case of KAAML non-US business), you may select any bank, broker-dealer or custodian of your choice. You have the option of using KM Bank or Kotak Securities Limited ("Kotak Securities), an affiliate custodian/broker-dealer licensed in India. You are not required to use one of our affiliates. We do not receive soft dollar benefits from any broker-dealer or qualified custodian. And we do not receive benefits or research from the bank, broker-dealer or custodian you select. Brokerage for Client Referrals Personnel employed by KAAML do not receive client referrals from KM Bank and Kotak Securities. Directed Brokerage Clients may choose to use a particular broker for custodial or transaction services on behalf of the client's portfolio. For these arrangements, the client is responsible for negotiating the commission rates and other fees to be paid by the client. Thus, when directing brokerage business, you should consider whether the commission expenses, execution, clearance, and settlement capabilities that you will obtain through your broker are adequately favorable. Investment Share Classes Certain investments, including mutual funds and private funds are sold with different share classes, which carry different cost structures. These share classes are known as direct and regular. The direct share class has no distribution commission to be paid out to the distributor. Regular share classes do impose a commission which is paid out the distributor. Item 13 Review of Accounts Your investment adviser representative will monitor your accounts on an ongoing basis and will conduct account reviews at regular intervals, to ensure the advisory services provided to you are consistent with your investment needs and objectives. Additional reviews may be conducted based on various circumstances, including, but not limited to: contributions and withdrawals; market moving events; security specific events; and/or changes in your risk/return objectives. The individuals conducting reviews may vary from time to time, as personnel join or leave our firm. KAAML may provide you with written portfolio reports, our views on the markets and recommendations we may have for your portfolio throughout the year. This is a Confidential document.  Item 14 Client Referrals and Other Compensation We do not receive any compensation from any third party in connection with providing investment advice to you. Item 15 Custody KAAML US business advisory personnel do not have physical custody of any of your funds and/or securities. Your funds and securities will be held with a bank, broker-dealer, or other qualified custodian of your choice. You should carefully review your account statements for accuracy. We will also provide invoices to you reflecting the amount of the advisory fee that will be paid by you or deducted from your account (with your approval). If you have a question about the fees deducted on your account statement or listed on your invoice, contact us immediately at the telephone number on the cover page of this brochure. Private Funds KAAML serves as the investment manager to five private funds offered to US investors: Kotak Optimus India Allocation Aggressive Scheme, Kotak Optimus India Allocation Moderate Scheme, Kotak Iconic Fund, Kotak Iconic Fund II and Kotak Iconic India Equity Feeder Fund (the "KAAML Funds," whether one or more), private pooled investment vehicles in which clients are solicited to invest. The KAAML Funds are offered to certain sophisticated investors, who meet requirements under applicable state and/or federal securities laws. Investors to whom the KAAML Funds are offered will receive a private placement memorandum and other offering documents. The fees charged by the KAAML Funds are separate and apart from our advisory fees. Advisory fees is not charged on the KAAML funds subscribed by the Advisory clients. You should refer to the offering documents for a complete description of the fees, investment objectives, risks and other relevant information associated with investing in the KAAML Funds. Persons affiliated with our firm may have made an investment in the KAAML Funds but they do not have an incentive to recommend the KAAML Funds over other investments. In our capacity as investment manager to the KAAML Funds, we will have access to the KAAML Funds' assets and securities and therefore have custody over such assets and securities. We provide each investor in the KAAML Funds with audited annual financial statements. If you are an investor in one or more KAAML Funds and have questions regarding the financial statements or if you did not receive a copy, contact us directly at the telephone number on the cover page of this brochure. KAAML may also recommend investments to you in other private funds that are not managed by KAAML. These may be managed by affiliates or non-affiliates of KAAML. KAAML does not purchase any private fund using discretion for your account. Wire Transfer and/or Standing Letter of Authorization: Our non-US business, or persons associated with our non-US business, do not effect wire transfers from client accounts to one or more designated third parties.,. This is a Confidential document.  Item 16 Investment Discretion As it is the case with our US business, if you enter into a non-discretionary investment advisory arrangement with our firm, we will not place trades in your account but will instead provide you with recommendations that you have the right to execute on your own. You have an unrestricted right to decline to implement any advice provided by our firm on a non-discretionary basis. In the case of the KAAML Funds, KAAML has discretion only on the investment selections within the KAAML Funds but we do not purchase KAAML Funds (or any other private funds) for you. Item 17 Voting Client Securities We do not vote proxies on behalf of your advisory accounts. At your request, we may offer you advice regarding corporate actions and the exercise of your proxy voting rights. If you own shares of applicable securities, you are responsible for exercising your right to vote as a shareholder. [KAAML has a voting policy in place for the proxy voting on behalf of the private funds. As a fiduciary agent on behalf of the fund, the Investment Manager takes into consideration the best interests of KAAML funds and fund investors while making a decision for the proxy voting. The voting disclosures in respect of private funds are disclosed on KAAML’s website on a quarterly basis. Item 18 Financial Information Our firm does not have any financial condition or impairment that would prevent us from meeting our contractual commitments to you. We have not filed a bankruptcy petition at any time in the past ten years. This is a Confidential document.