PARK LANE ADVISORS, LLC

Item 1. Cover Page PARK LANE ADVISORS, LLC 2025 3rd Avenue North, Suite 300 Birmingham, Alabama 35203 Part 2A of Form ADV (The “Brochure”) February 19, 2026 This Brochure provides information about the qualifications and business practices of Park Lane Advisors, LLC (the “Adviser”). If you have any questions about the contents of this Brochure, please contact Adam G. Cranford, Member, at 205-383-8782 or adam@tenet-partners.com, or Elizabeth Palmer Sherer Bray, Chief Compliance Officer, at 205-919-2394 or palmer@tenet-partners.com. The information in this brochure has not been approved or verified by the SEC or by any state securities authority. information about the Adviser also is available on the SEC’s website at Additional www.adviserinfo.sec.gov.  Item 2. Material Changes Park Lane Advisors, LLC has the following material changes to report. Material changes relate to Park Lane Advisors, LLC’s policies, practices or conflicts of interests. • Park Lane Advisors, LLC has updated its assets under management. (Item 4) 2  Item 3. Table of Contents Item 1. Cover Page ........................................................................................................................................................... 1 Item 2. Material Changes ................................................................................................................................................. 2 Item 3. Table of Contents................................................................................................................................................. 3 Item 4. Advisory Business ............................................................................................................................................. 4 Item 5. Fees and Compensation ...................................................................................................................................... 4 Item 6. Performance-Based Fees and Side-by-Side Management .................................................................................. 5 Item 7. Types of Clients ................................................................................................................................................. 5 Item 8. Methods of Analysis, Investment Strategies and Risk of Loss ........................................................................... 5 Item 9. Disciplinary Information .................................................................................................................................... 9 Item 10. Other Financial Industry Activities and Affiliations ........................................................................................... 9 Item 12. Brokerage Practices .......................................................................................................................................... 11 Item 13. Review of Accounts ......................................................................................................................................... 11 Item 14. Client Referrals and Other Compensation ........................................................................................................ 11 Item 15. Custody ............................................................................................................................................................ 11 Item 16. Investment Discretion ...................................................................................................................................... 12 Item 17. Voting Client Securities ................................................................................................................................... 12 Item 18. Financial Information ....................................................................................................................................... 13 3  Item 4. Advisory Business The Adviser is a Birmingham, Alabama-based investment advisory and private equity firm that, together with its affiliates, provides investment advisory services using the investment strategies more fully described in Item 8 to high net worth individuals and pooled investment vehicles which are exempt from registration under the Investment Company Act of 1940, as amended ( a “Fund”, and a “Client”). The Adviser has been in business since 2025 and its sole member is Adam G. Cranford. The Adviser tailors its advisory services to the individual needs of each of its Clients or Funds (not the individual investors of the Clients or Funds) based on the specific characteristics of such Client or Fund, including but not limited to: the stage in the investment period of each Client or Fund, and any other restrictions set forth in the private placement memorandum, limited liability company agreement, limited partnership agreement, investment advisory agreement and other governing documents of a Fund or a Client (collectively, “Governing Documents”). The Adviser does not participate in wrap fee programs. As of December 31, 2025, the Adviser had approximately $623,913,257 in regulatory assets under management, all of which were managed on a discretionary basis. Item 5. Fees and Compensation High Net-Worth Clients The Adviser earns annual performance-based compensation from certain Clients (“Incentive Allocation”) based on the annual unrealized gains of the value of such Client’s account. The Incentive Allocation for each Client shall be subject to a “high-water”. The high water mark assures that an Incentive Allocation is taken only with respect to new profits and not recovered profits after a loss. Additionally, the Adviser earns annual performance compensation from certain Clients based on annual realized gains of investments in such Clients account. Funds Performance Based Compensation An affiliate of the Adviser will be entitled to earn a performance-based compensation (“Carried Interest”) based on the profits of a Fund that is deducted from the investment proceeds of the members. Carried Interest earned by the Adviser will generally be 20% of the profits earned by a Fund after the investors in a Fund have received their return of capital plus a preferred return. A Fund’s governing documents include further detail concerning its respective Carried Interest calculation. While not generally negotiable, the manager of a Fund may, in its sole discretion, waive or reduce the amount of Carried Interest for a member in a Funds. Given that the manager’s carried interest allocations are based on the performance of a Fund, the structure may incentivize the manager to make investments that may be more speculative than would be the case in the absence of such distributions. This incentive is mitigated, however, because any losses a Fund sustains will reduce the manager’s Carried Interest distribution. Asset Based Fee An affiliate of the Adviser will be entitled to receive various types of fees and other compensation for fund management services, investment advisory services and other administrative and support services provided to the Funds. The fees and other compensation the Adviser or its affiliates will receive from a Fund for fund management and/or investment advisory services (“Management Fees”) are determined on a fund-by-fund 4  basis and are set forth in a respective Fund’s Governing Documents. Such Management Fees are typically calculated as a percentage per annum of the capital contributions made by investor to such Fund and are payable quarterly. Management Fees will generally range from 0.50% to 2.00% per annum. Item 6. Performance-Based Fees and Side-by-Side Management A Fund will be entitled to allocate a portion of its investment profits to the respective Manager as a Carried Interest as described in Item 4, subject to the terms and conditions set forth in a Fund’s Governing Documents. A manager of a Fund will not participate in any profits or losses until investors have received distributions in an aggregate amount equal to 100% of such investor’s aggregate capital contributions. Compensation based on performance will only be charged in accordance with the provisions of Rule 205- 3 under the Investment Advisers Act of 1940 (the “Advisers Act”) whereby the Investor must be a “Qualified Client”, as defined therein. Item 7. Types of Clients As described in Item 4, the Adviser’s Clients include high net worth individuals and pooled investment vehicles. The Adviser limits its investors in a Fund to persons who are “accredited investors” as defined in the Securities Act of 1933 and “qualified clients” under Rule 205-3 under the Investment Advisers Act Item 8. Methods of Analysis, Investment Strategies and Risk of Loss The Adviser’s methods and strategies center on sourcing and investing in small-cap companies. The Adviser seeks businesses with proven and high-character management teams, differentiated products and services and steady and predictable cash flow. The Adviser focuses on industries including business services, healthcare services, contracting services and manufacturing/distribution with a particular emphasis on healthcare services. Most ideal target companies are founder-led by an executive with a strategic vision for growth and a desire to partner with a capital provider to execute and enhance that growth strategy. The Adviser believes that the small-cap private equity market is significantly less efficient and competitive than the traditional middle- and large-cap markets. Furthermore, these businesses are often underachieving due to lack of management or expertise in operational efficiencies. The Adviser seeks potential targets from this deep pool of small-cap businesses, which often offer large growth potential at reasonable valuations. Risk Factors An investment in a Fund entails substantial risks, including, but not limited to, the possibility of a complete loss of the amount invested. There can be no assurance that a Fund’s investment objective will be achieved or that there will be any return of capital, and investment results may vary substantially on a monthly, quarterly, or annual basis. There can also be no assurance that a portfolio company will achieve a Fund’s investment objective. Current and prospective investors should carefully consider the following factors, among others not enumerated herein, in determining whether an investment in a Fund is suitable for them. Different or new risks not addressed below may arise in the future and, therefore, the following list is not intended to be exhaustive. There are many market-related and other factors, some of which cannot be anticipated, that could result in an investor losing a major portion or all of its investment in a Fund or co- investment or prevent a Fund from generating profits. Any of these factors could make a Fund unable to execute its investment strategy. An investor should only invest in a Fund if they are fully able, financially and otherwise, to bear such loss, 5  and if the investor has the background and experience to thoroughly understand the risks of its investment. A Fund is a potentially suitable investment only for sophisticated investors for whom (i) an investment does not represent a complete investment program and (ii) in consultation with their own investment and tax advisors, fully understand and are capable of assuming the risks of an investment in a Fund. A Fund and its members bear the risk of loss that the Adviser’s investment strategy entails. Although the following risk factors generally apply to a Fund, investors should also refer to a Fund’s Governing Documents for a description of the risk factors specific to their Fund. The risks involved with the Adviser’s investment strategy and an investment in a Fund include, but are not limited to, the following: • Liquidity of Investments. An investment in a Fund requires a long-term commitment with no certainty of return. A Fund enters deals that are highly speculative and privately negotiated, rendering an investment in a Fund difficult to value and difficult for disposition. An investment in a Fund should be viewed as illiquid. It is uncertain as to when profits, if any, will be realized. Losses on unsuccessful investments may be realized before gains on successful investments are realized. The return of capital and the realization of gains, if any, generally will occur only upon the partial or complete disposition of an investment. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years after the initial investment. Before such time, there may be no current return on the investment. Furthermore, the expenses of operating a Fund may exceed income, thereby requiring that the difference be paid from such Fund’s capital. • Character of the Investment. Most of a Fund’s target companies will be small and medium-sized businesses, which may operate at a loss, require subsequent additional capital, or experience financial distress. While such investments could provide great gains, there is also risk for substantial losses. • Business Risks. A Fund’s investment portfolio will consist primarily of securities issued by privately held companies, and operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses. • Future and Past Performance. The performance of a Fund and members of the Adviser’s team’s prior investments is not necessarily indicative of a Fund’s future results. While the Adviser intends for a Fund to make investments that have estimated returns commensurate with the risks undertaken, there can be no assurances that the targeted internal rate of return will be achieved. On any given investment, loss of principal is possible. • Performance of Portfolio Companies. The returns to a Fund’s investors will be contingent on the growth and prosperity of the portfolio companies in which such Fund invests. The success of these companies could be subject to factors over which a Fund will have little or no control, including the availability of subsequent financing, the pace of technological change, market shifts (including the entry of competitors with greater resources or development of competing products, or other changes in the demand for portfolio company’s products and services), changes in relevant governmental regulations and changes in the economy generally. There can be no assurance that an investment by a Fund in any portfolio company will earn a return that will be sufficient to permit returns to a Fund and its investors. The success of portfolio companies may also depend on their ability to develop and protect intellectual property, and there can be no assurances that they will be successful in securing patent, copyright, or other legal protection (or that such legal protection will be available) for their products, know-how or other intellectual property. For all of the foregoing reasons, private equity investments are highly speculative. In addition to short-term market fluctuations, there is no assurance that any of the portfolio companies will appreciate in value over the long term or that they can ever be sold at a profit. 6  • Unavailability of Sufficient Information to Value Portfolio Company Securities or Predict Future Valuations. The portfolio companies in which the Funds make investments are privately held companies and as such, do not report their financial condition or any other aspect of their business and operations to the public. At times, a Fund receives limited portfolio company information, but such portfolio company information can be insufficient and untimely to enable the Adviser to accurately evaluate or justify the current or future valuation of the company. Accordingly, pricing on a Fund’s acquisition of the portfolio company securities will be determined by and large by the prices that other potential purchasers are willing to pay. There is currently a limited, negotiated market for a privately held company’s securities. Prices for purchases and sales of such securities have little or no correlation to a portfolio company’s sales, profits, or other recognized indicia of value. In the event that a company does effect a liquidity event, there can be no assurance that the value of the portfolio company securities will be in excess of the private market valuations at which a Fund purchased the portfolio company securities. • Concentration of Investments. A Fund will participate in a limited number of investments and may seek to make several investments in one industry or one industry segment. As a result, the investment portfolio of a Fund could become highly concentrated, and the performance of a few holdings may substantially affect its aggregate return. • Lack of Sufficient Investment Opportunities. It is possible that a Fund may never be fully invested if enough sufficiently attractive investments are not identified. The business of identifying and structuring private equity transactions is highly competitive and involves a high degree of uncertainty. • Limited Transferability of Fund Interests. There will be no public market for a Fund’s interests, and none is expected to develop. There are substantial restrictions upon the transferability of a Fund interests under a Fund’s partnership agreement and applicable securities laws. In general, withdrawals of Fund interests are not permitted. In addition, Fund interests are not redeemable. • Restricted Nature of Investment Positions. Generally, there will be no readily available market for a substantial number of a Fund’s investments, and, hence, most of a Fund’s investments will be difficult to value. Certain investments may be distributed in kind to partners. • Ability to Exit Investments Successfully. The ability of a Fund to achieve successful and profitable exits of its portfolio investments may be affected by a number of factors prevailing at the time, including general economic conditions, interest rates, availability of capital, interest levels of strategic and financial buyers and cyclical trends. It is difficult to predict with any certainty whether there will be a ready and willing market of buyers for any particular portfolio company at the time a Fund seeks a realization. • Cybersecurity Risk. A Fund, its portfolio companies, their service providers and other market participants increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect a Fund and its portfolio companies, despite the efforts of service providers to adopt technologies, processes and practices intended to mitigate these risks and protect the security of its computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to a Fund and its portfolio companies. For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, or prevent access to the systems of a Fund, their portfolio companies, their service providers, counterparties or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of such systems to disclose sensitive information to gain access to the confidential data. A successful penetration or circumvention of the security of such systems could result in the loss or theft of data 7  or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause a Fund or its portfolio companies to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. • Catastrophic Events. A Fund may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including the following: hurricanes, earthquakes and other natural disasters; terrorism; and public health crises, including the occurrence of a contagious disease. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which a Fund participates (or has a material effect on locations in which the Adviser operates) the risks of loss can be substantial and could have a material adverse effect on a Fund and the investments therein. • Inflation Risk. Inflation could affect a Fund’s investments adversely in a number of ways. During periods of rising inflation, interest rates and dividend rates related to portfolio investments could increase, which could reduce returns to Funds and any underlying investors. In addition, inflationary expectations or periods of rising inflation could also be accompanied by the rising price movement of equity and other investments in the Funds. During periods of high inflation, capital could flee to other asset classes, which could adversely affect the prices at which the Fund will be able to sell its portfolio investments. The market value of such investment holdings is also subject to decline in value in times of higher inflation rates. Therefore, it should be noted that Inflation and rapid fluctuations in inflation rates have had in the past, and will likely in the future have, negative effects on U.S. and non-US economies and financial markets as a whole and not just on the Adviser. • Artificial Intelligence. The emergence of recent technology developments in artificial intelligence and machine learning such as OpenAI and ChatGPT (collectively, “Machine Learning Technology”) can pose risks to the Adviser, Funds, and their investments. The Adviser is exposed to the risks of Machine Learning Technology from any uses of Machine Learning Technology that may be undertaken by Adviser personnel, or by third- party service providers, portfolio investments, any counterparties to Funds, or their underlying investments, whether or not known to the Adviser. Use of Machine Learning Technology involves the risk of inaccuracies or errors in the data utilized by Machine Learning Technology, may directly or indirectly create security or data risks, and may increase trademark, licensing, and copyright risks. Machine Learning Technology continues to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. • Public Health Emergencies. Any public health emergency, including but not limited to any outbreak, re-outbreak or mutation of COVID-19, SARS, H1N1/09 flu, avian flu, other coronavirus, Ebola or other existing or new epidemic diseases, or the threat thereof, could have a significant adverse impact on a Fund and its investments and could adversely affect the Adviser’s ability to fulfil a Fund’s investment objectives. The extent of the impact of any public health emergency on a Fund’s investments and operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, unemployment levels, consumer confidence and spending levels, and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency could materially and adversely impact the value and performance of a Fund’s investments, the Adviser’s ability to source, manage and divest investments on behalf of a Fund and the ability to achieve a Fund’s investment objectives, all of which could result in significant losses to the Investors. In addition, the operations of a Fund, its portfolio companies, and the Adviser could be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of the personnel of any such entity or the personnel of any such 8  entity’s key service providers. • Tariffs. Following the U.S. presidential elections in 2016, 2020 and 2024, there has been significant discussion and action taken regarding potentially significant changes to U.S. trade policies, legislation, treaties and tariffs, as well as trade policies and tariffs affecting the People’s Republic of China, Canada, the European Union and other countries. Tariffs and other trade restrictions imposed by the U.S. presidential administration and any further similar changes in U.S. trade policy have triggered some, and could trigger additional, retaliatory actions by affected countries, possibly resulting in “trade wars.” The impact of subsequent or anticipated further changes by the U.S. presidential administration are unclear at this point. At this time, it is unknown whether and to what extent new legislation will be passed into law, pending or new regulatory proposals will be adopted, international trade agreements will be negotiated, or the effect that any such action would have, either positively or negatively, on a Fund or its portfolio investments. For information regarding the types of securities and portfolio companies in which a Fund invests, please see Item 4 and Item 8, above. Item 9. Disciplinary Information Neither the Adviser nor any Adviser management person has been involved in any legal or disciplinary action that would affect a client’s or prospective client’s evaluation of its advisory business or the integrity of its management. Item 10. Other Financial Industry Activities and Affiliations Neither the Adviser nor any of its affiliates is registered, or has an application pending to register, as a broker- dealer or a registered representative of a broker-dealer. Neither the Adviser nor any of its affiliates is registered, or has an application pending to register, as a future commission merchant-dealer, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. Certain affiliates of the Adviser serves as general partner or manager of Funds. Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Code of Ethics The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its related persons to put the interests of the Clients before their own interests and to act honestly and fairly in all respects in their dealings with Clients. All of the Adviser’s personnel are also required to comply with applicable federal securities laws. For additional information about the Code or to request a copy, please contact the Adviser’s Chief Compliance Officer, Elizabeth Palmer Sherer Bray, at (205) 919-2394 or palmer@tenet- partners.com. See below for further provisions of the Code as they relate to the pre-clearing and reporting of securities transactions by related persons. The Code contains a securities trading policy, which sets forth standards of conduct that are expected of supervised persons, as well as addresses conflicts that may arise from personal trading. The Code covers standards of business conduct, prohibited business practices, personal trading requirements, reporting of personal securities transactions, insider trading, restrictions on accepting and giving significant gifts, and reporting of certain gifts and business entertainment items, among other things. The Code includes a prohibition on insider trading and outlines strict policies that dictate how any such information is treated. Supervised persons are prohibited from trading, either personally or on behalf of 9  others, in securities while in possession of material non-public information regarding these securities or communicating material non-public information to others. A restricted list is maintained regarding issuers about which the Adviser has material non-public information. Pre-clearance is required for certain personal securities transactions, including initial public offerings and certain limited offerings. In addition, supervised persons are required to submit quarterly reports of security transactions for their own accounts or any account in which they have a direct or indirect beneficial interest. The Adviser does not expect there to be any instances of employees having access to material non-public (“insider”) information. Nonetheless, the Adviser’s Code requires personnel to report their personal securities transactions and comply with the policies and procedures reasonably designed to prevent the misuse of, or trading upon, material non-public information. Nonetheless, the Adviser, in the course of its investment management and other activities, may come into possession of confidential or material non- public information about issuers of securities, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of a Client. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, including the Clients. The Adviser maintains written policies and procedures reasonably designed to prohibit the communication of such information to persons who do not have a legitimate need to know such information and to otherwise ensure that the Adviser is acting in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security. The Adviser and its personnel are prohibited from communicating such information with respect to the Clients or using such information for the Clients benefit. Participation or Interest in Client Transactions The Adviser and certain other affiliates of the Adviser may recommend that Clients invest in a Fund for which the Advisor or an affiliate acts as either general partner who has an ownership interest (and receives its applicable share of any profits or losses associated with that ownership interest) and/or receives a management and performance based fee or, manager, investment adviser, or sub-adviser who receives a management fee and performance based fee. In each case, at the time of such recommendation, disclosure will be made regarding the Adviser's relationship with such pooled vehicle and any potential conflict of interest drat might arise out of such relationship. The Adviser, or any of its affiliates, may purchase or sell securities of entities for itself that the Adviser also recommends for purchase or sale by Clients. The Adviser, or any of its affiliates, may also cause Clients to purchase or sell securities in entities that in turn advise or are advised by entities whose securities are owned by the Adviser or its affiliates. In addition, principals, partners, officers and employees (including certain temporary employees, senior advisors and consultants) of the Adviser and its affiliates (the “Adviser Representatives”) may buy or sell securities or other instruments that the Adviser has recommended to Clients. Such transactions in securities by Adviser representatives are subject to policies and procedures as outlined in the Code and which are described more fully above. The Adviser and eligible the Adviser representatives may also invest in the various pooled vehicles for which the Adviser or certain of its affiliates act as investment manager. Personal Trading Principals and employees of the Adviser may carry on investment activities for their own account and for family members, friends, or others who do not invest in a Fund, and may give advice and recommend securities to vehicles, which may differ from advice given to, or securities recommended or bought for, a Fund, even though their investment objectives may be the same or similar. The Adviser’s employees are prohibited from trading, either personally or on behalf of others, in securities while in possession of material non-public information regarding these securities or communicating material non-public information to others. Personal securities transactions by employees who manage Client accounts are required to be 10  conducted in a manner that prioritizes the Client’s interests in Client eligible investments. Item 12. Brokerage Practices Custodians/broker-dealers will be recommended based on the adviser’s duty to seek “best execution,” which is the obligation to seek to execute securities transactions for a client on terms that are the most favorable to the client under the circumstances. The client will not necessarily pay the lowest commission or commission equivalent, and the adviser may also consider the market expertise and research access provided by the payment of commissions, including but not limited to access to written research, oral communication with analysts, admittance to research conferences and other resources provided by the brokers to aid in the research efforts of the adviser. the adviser will never charge a premium or commission on transactions, beyond the actual cost imposed by the broker-dealer/custodian. The adviser recommends Fidelity Investments and Regions Financial Corporation. Item 13. Review of Accounts The principals of the Adviser and other members of the Adviser’s investment team regularly review and monitor each Client’s portfolio to determine whether positions should be maintained in view of current market conditions. The Adviser's review may consider specific securities held, adherence to investment guidelines and the Client’s performance. The Adviser’s principals review the accounts of a Fund on a regular basis and periodically check to confirm that a Fund is maintained in accordance with its stated business objectives. The Adviser performs additional reviews in the event that a portfolio company needs subsequent financing, in the event of a potential acquisition or liquidity event, or if there were a serious performance issue at a portfolio company. Investments made by Clients are private, illiquid, and long-term in nature. Members of the Adviser’s investment team closely monitor the operations of its portfolio companies and maintain ongoing oversight. These reviews include, but are not limited to, review of: sales trends, margins, profitability, debt to equity ratios, material business developments, competitive landscape and management oversight. A Fund generally will provide to its investors (i) audited financial statements annually within 120 days of year end; (ii) annual tax information necessary for each partner’s U.S. tax returns; (iii) descriptive investment information for each portfolio company quarterly; and (iv) reports summarizing material affiliated transactions. All reports are sent to investors in a Fund electronically unless otherwise directed by each investor. Upon request, certain investors may receive additional information and reporting that other investors may not receive. Fund investors receive reports from a Fund as described in a Fund’s Governing Documents, and certain investors may negotiate or request to receive reports from a Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions) through the use of side letters or otherwise. Item 14. Client Referrals and Other Compensation The Adviser does not receive any monetary compensation or any other economic benefit from a non-Client for the Adviser’s provision of investment advisory services to a Client. Item 15. Custody The Adviser will comply with the requirements of the Rule 206(4)-2 of the Advisers Act (“Custody Rule”) with regards to custody of assets of the Clients. The Custody Rule imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any 11  beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). An investment adviser is deemed to have custody if it or its affiliate serves as a general partner to a limited partnership client of the Adviser. The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a “qualified custodian.” Qualified custodians include banks, broker-dealers, FCMs and certain foreign financial institutions. Rule 206(4)-2 generally imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors in certain circumstances) and surprise examinations relating to such clients’ funds or securities. Clients that receive account statements directly from a custodian should carefully review these account statements. However, the Adviser need not comply with such requirements with respect to pooled investment vehicles if the pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to the client, or, in certain circumstances, all limited partners, members or other beneficial owners, within 120 days (180 days in the case of a fund of fund adviser) of its fiscal year end. The Adviser intends to rely upon this exception, and therefore will be exempt from the Rule 206(4)-2 reporting and examination requirements, with respect to a Fund. A Fund’s bank accounts are maintained at qualified custodians including banking institutions. All securities held by a Fund will meet the privately offered securities exemption in the Custody Rule. Annually, upon completion of a Fund’s year-end audit, the Adviser will distribute audited financial statements to investors in a Fund. The Adviser shall ensure that audited financial statements for a Fund are delivered to all investors within 120 days of the end of each fiscal year, in compliance with the Custody Rule. Item 16. Investment Discretion As described in Item 4 herein, the Adviser has discretionary authority to manage securities accounts on behalf of Clients as described in the Clients’ Governing Documents. The Adviser has entered into an investment management agreement with each of the Clients, which sets forth the scope of the Adviser’s discretion, prior to assuming full discretion in managing the Clients’ assets. Although it is the Adviser’s policy to allocate investment opportunities to an eligible Client on a pro rata basis (based on assets under management), these and other factors may lead the Adviser to allocate securities to the Clients in varying amounts. Item 17. Voting Client Securities By virtue of a Fund’s or a Client’s Governing Documents, the Adviser will have the authority to vote securities on behalf of a Fund or a Client. The Adviser’s security voting policy seeks to ensure that the Adviser votes a Fund’s or a Client’s securities in the best interest of a Fund or a Client, including where there may be material conflicts of interest in voting such securities. In the event that there is or may be a conflict of interest in voting a Fund’s or a Client’s securities, the Adviser may address the conflict using several alternatives, including by seeking the approval or concurrence of an advisory committee on the proposed Fund security vote, or through other alternatives set forth in the Adviser’s Client security voting policy. The Adviser does not consider service on portfolio company boards by Adviser personnel or the Advisers’ receipt of nominal board fees to create a material conflict of interest in voting Fund securities with respect to such companies. 12  Item 18. Financial Information The Adviser has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients nor has it been the subject of a bankruptcy proceeding. 13