APPOMATTOX ADVISORY, INC

A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 Appomatox Advisory, Inc. Form ADV Part 2A 551 Fi�h Avenue, 26 FL. New York, New York 10176 Tel: 212-895-3000 www.appomatox.com Updated: March 26, 2025 This brochure provides informa�on about the qualifica�ons and business prac�ces of Appomatox Advisory, Inc. If you have any ques�ons about the contents of this brochure, please contact us at 212- 895-3000. The informa�on in this brochure has not been approved or verified by the United States Securi�es and Exchange Commission or by any state securi�es authority. Addi�onal informa�on about Appomatox Advisory also is available on the SEC’s website at www.adviserinfo.sec.gov. 1 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 2 – MATERIAL CHANGES Consistent with SEC rules, we seek to provide a summary of any material changes to this and subsequent Disclosure Brochures within 120 days a�er the close of the Firm’s fiscal year. We may also provide other disclosures at other �mes during the year in the event of any material changes to our business. Since our last ADV Part 2A brochure filed on March 21, 2024, Appomatox has wound down BH Feeder, Inc and has placed Archway Apprecia�on Fund Limited and Hatchlings Fund, Ltd. into liquida�on. 2 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 3 - TABLE OF CONTENTS Item 1 – Cover Page..................................................................................................................................1 Item 2 – Material Changes.......................................................................................................................2 Item 3 – Table of Contents.......................................................................................................................3 Part 2A of Form ADV: The Brochure Item 4 - Descrip�on of Advisory Business................................................................................................4 Item 5 - Fees and Compensa�on…...........................................................................................................5 Item 6 - Performance-Based Fees............................................................................................................6 Item 7 - Types of Clients...........................................................................................................................7 Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss.....................................................8 Item 9 - Disciplinary Informa�on...........................................................................................................12 Item 10 - Other Financial Industry Ac�vi�es and Affilia�ons..................................................................13 Item 11 - Code of Ethics, Par�cipa�on or Interest in Client Transac�ons and Personal Trading.............14 Item 12 - Brokerage Prac�ces.................................................................................................................16 Item 13 - Review of Accounts.................................................................................................................17 Item 14 - Client Referrals and Other Compensa�on...............................................................................18 Item 15 - Custody...................................................................................................................................19 Item 16 - Investment Discre�on.............................................................................................................20 Item 17 - Vo�ng Client Securi�es...........................................................................................................21 Item 18 - Financial Informa�on..............................................................................................................22 Item 19 – Requirements for State-Registered Advisers..........................................................................23 3 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 4 - DESCRIPTION OF ADVISORY BUSINESS Appomatox Advisory, Inc. (“Appomatox” or the “Firm”) was founded in 2005 by Susan Webb to address a void in the market for client driven, mul�-strategy por�olios with clear objec�ves for managing risk and return and providing conflict-free management and advice. Appomatox is an independent, woman -owned, SEC registered investment advisor offering customized investment management services to meet both the performance and risk objec�ves of our clients – endowments, founda�ons, families, pension funds, and family offices. The Firm is 100% owned by Susan Webb. Type of Services Offered: The Firm is the investment advisor or sub-advisor to the following funds (together, “the Funds”): Archway Apprecia�on Fund Limited (“AAF”), Archway Linse Cap F1, L.P., BHM Archway Feeder, L.P., Hatchlings Fund Ltd., MCP Linse Capital Fund I, Mon�cello Capital Partners Limited – Segregated Account MCP – Tiger PIP XI, and Mon�cello Capital Partners Limited – Segregated Account MCP – Tiger PIP XV. The Firm also serves as an Outsourced Chief Investment Officer managing global mul�-asset por�olios (“OCIO Client” and together with the Funds, the “Client”); and as a manager of Specialized Mandates (private equity, credit por�olio, sustainable/ESG inves�ng). Appomatox may also perform various other services upon request such as reviewing specific investment opportuni�es or providing our views on the market. For example, Appomatox Investment Commitee Members may serve as advisory commitee members of client invested funds. Tailoring of Services: Appomatox, where appropriate, will work with our OCIO Clients to tailor its investment management services to serve those clients’ needs. Factors that Appomatox will consider when tailoring investment management services include, but are not limited to the: Liquidity constraints imposed by the client or other investments held by the client, • Risk/return appetite of the client, • Size and diversification of existing assets, • • Cash requirements. Discre�onary and Non-Discre�onary Assets: In general, when Appomatox provides investment management services on customized por�olios that are non-discre�onary, OCIO Clients may impose restric�ons on certain investments. The breakdown of Firm assets under management (“AUM”) that are discre�onary and non-discre�onary are as follows (as of 12/31/2024): 1. Discretionary - $ 90,703,195 2. Non-Discretionary - $ 320,120,285 4 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 5 - FEES AND COMPENSATION Appomatox charges the Funds and our OCIO Clients the following types of fees: 1) asset-based fees, 2) fixed fees, 3) performance (“incen�ve”) fees or 4) a combina�on of the above. Fees for OCIO Clients: For investment management services, fees and expenses are generally assessed depending upon the size of mandate, type of strategy and unique features of the account. OCIO Clients are generally charged an asset-based fee on a quarterly basis. OCIO Clients may pay fees in advance depending on the specific terms of their contract. Each OCIO Client contract addresses the process for refunds of any prepaid fees if the contract is terminated before the end of a billing period. In some cases, the OCIO Client may also pay the Firm an incen�ve fee based upon an annual percentage of the net capital apprecia�on (above a hurdle rate) of the client’s advised assets for the year, subject to standard high- water provisions, at the end of each year (or fiscal year as the case may be). Fees are, in certain cases, nego�able. Some exis�ng clients may have different fee arrangements. OCIO Clients are billed for fees incurred. Fees for Private Funds Investors in the Funds may pay a combina�on of Management Fee, Base Fee, and Incen�ve Fee. Management Fee The Funds each pay, in arrears, as of the last “Business Day” (as defined below) of each quarter, a quarterly management fee (the “Management Fee”) based on the net assets of each fund. The Management Fee varies by fund and is outlined in each respec�ve funds’ offering memorandum. The Management Fee will be prorated for any period that is less than a full quarter and will be adjusted for subscrip�ons made during the quarter. A “Business Day” shall include any day that banks are open for business in New York, U.S.A. and Bermuda. Incentive Fee Certain of the Funds are subject to an annual incen�ve fee that is accrued monthly and payable at the end of each fiscal year. In the event that the Management Agreement is terminated or a redemp�on is made prior to the last day of the fiscal year, the incen�ve fee will be computed as though the termina�on date or redemp�on date, as the case may be, were the last day of the fiscal year. Base Fee Certain of the Funds also pay an annual Base Fee of 1-2% of net assets on an annual basis. 5 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 Other Fees & Expenses: In addi�on to the fees referenced above, the Funds are also subject to addi�onal fees including, but not limited to, administra�on, audit, legal, tax, regulatory expense, and directors’ fees (where applicable). In addi�on to each Funds’ direct expenses, the Funds, as investors in other investment en��es and accounts, will indirectly bear its pro rata share of the expenses of those investment en��es and accounts. These indirect expenses include the Fund’s pro rata share of an investment en�ty or accounts investment expenses (such as custodial fees and brokerage commissions) and possibly overhead expenses (such as rent, personnel expenses, equipment, supplies, management and consul�ng fees and similar expenses). The underlying investment en��es or accounts may charge (i) a fixed base fee (typically 1-2% of net assets on an annual basis) and (ii) an incen�ve fee or alloca�on based upon a percentage of any profits of the investment en�ty (typically 20% of profits). To the extent Appomatox directs OCIO Clients to invest in securi�es that require brokerage, load or other transac�onal fees, those expenses will be borne by the OCIO Client. These fees may be disclosed prior to any investment by the client. Please see subsequent sec�ons concerning brokerage for more informa�on on brokerage-related fees. Appomatox may also charge fees for tailored services other than investment management on a case- by-case basis. No employees of Appomatox receive compensa�on for the sale of securi�es or other investment products. ITEM 6 - PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Appomatox accepts incen�ve fees for accounts for which it provides investment management services. Appomatox also manages accounts for which it does not accept incen�ve fees but does accept asset-based or fixed fees. Conflicts of interest may exist in that an incen�ve fee might provide incen�ve to favor accounts paying an incen�ve fee to the disadvantage of other accounts to which it provides similar services without an incen�ve fee. Through various prac�ces and procedures, Appomatox mi�gates conflicts in the following ways: 1. In the management of both non-incen�ve fee paying accounts and incen�ve fee-paying accounts, Appomatox u�lizes similar investment processes which align performance among por�olios regardless of fee arrangements. 2. Where appropriate, Appomatox defines specific investment performance objec�ves in contracts with its clients with non-incen�ve fee paying accounts that provide incen�ves to Appomatox that supersede and mi�gate any incen�ves caused by differences in fees. 3. Appomatox’s compliance manual addresses such poten�al conflicts of interest and outlines steps taken to ensure that all clients are being managed in a manner consistent with client investment objec�ves, guidelines and/or restric�ons. 6 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 7 - TYPES OF CLIENTS Appomatox provides discre�onary and non-discre�onary investment management and investment advisory services to endowments, founda�ons, pension funds, and family offices. Depending on the services desired the minimum account size varies. For customized por�olios of funds, Appomatox requires a minimum of $25 million. For investors in the Funds managed by Appomatox and its affiliates, minimum investments are as follows: for investors in Mon�cello Capital Partners, Ltd - Segregated Account MCP - Tiger PIP XI and Mon�cello Capital Partners, Ltd - Segregated Account MCP - Tiger PIP XV, the minimum investment is $110,000; for investors in Archway Linse Cap F1 LP and MCP Linse Capital Fund 1, the minimum investment is $50,000; for investors in BHM Archway Feeder L.P., the minimum investment in each is $100,000. Appomatox may reduce these minimums at its discre�on. 7 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS Appomatox approaches inves�ng from both a botom-up focus through the selec�on of its investment funds (“managers” or “underlying managers”) and a top-down approach to asset alloca�on among investment strategies. The Firm’s investment approach does involve risk of loss that clients should be prepared to bear. For manager selec�on, the Firm aims to construct a por�olio of managers whose investment styles truly complement one another in terms of asset selec�on, trading approach and risk management techniques. The Firm selects for managers that demonstrate the following characteris�cs:  Run their businesses with the utmost integrity,  Have a proven history of adding value within their given strategy,  Demonstrate skill managing risk,  Can recognize mistakes early on and redeploy capital effec�vely. In iden�fying new managers, the Firm does extensive due diligence followed by regular manager monitoring via periodic mee�ngs, calls and reports. Inves�ng primarily in fund managers includes, but is not limited to, the following risks:  Multiple Investment Managers - Because the Firm invests with underlying managers who make their trading decisions independently, it is theore�cally possible that one or more of such underlying managers may, at any �me, take posi�ons that may be opposite of posi�ons taken by other underlying managers. It is also possible that the underlying managers retained by the Firm may on occasion be compe�ng with each other for similar posi�ons at the same �me.  Performance-Based Compensation - The Firm frequently enters into arrangements with underlying managers which provide those underlying managers be compensated, in whole or in part, based on the apprecia�on in value (including unrealized apprecia�on) of the account during specific measuring periods. The Firm also has a performance-based compensa�on arrangement for certain of its Funds and OCIO Clients. Such performance fee arrangements may create an incen�ve to make investments that are riskier or more specula�ve than would be the case in the absence of such performance-based compensa�on arrangements.  Limited Redemption and Transfer Rights - Clients invested in the underlying managers will be permited to redeem all or any of their interests in the underlying managers at intermitent periods and only with sufficient no�ce, as outlined in each underlying funds’ offering memorandum. Underlying managers may choose to further limit, restrict, suspend or gate any such redemp�on depending on the circumstances, at its sole discre�on. In addi�on, transfers of interest in underlying managers will typically only be permited with the writen consent of the underlying manager. Investors in Appomatox Funds are subject to these same risks. Accordingly, clients must be willing and able to commit their funds for a longer-term �me horizon.  Reliance on Regulatory Exemptions - Appomattox typically relies on certain exemptions, exclusions and "safe harbors" ("Safe Harbors") from having to comply with additional regulatory requirements with respect to its Funds and the offering of their interests ("Interests"). A Fund and its offering, as applicable, usually need to meet initial requirements 8 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 in order to take advantage of such Safe Harbors and must generally also continue to meet ongoing requirements in order to maintain compliance with such Safe Harbors. If it is determined that a Fund or an offering did not meet any initial requirements, or either a Fund and/or such offering fail to meet ongoing requirements, this could result in potential legal and/or regulatory consequences to Appomattox or its affiliates or the relevant Fund and increased penalties or compliance costs to that Fund. Failure to meet the requirements for a Safe Harbor could also result in a change to the nature of a Fund investor's investment in such Fund.  Activities of Portfolio Managers - The Firm will have no control over the day-to-day opera�ons of any of the selected underlying managers. As a result, there can be no assurance that every underlying manager engaged by the Firm will invest on the basis expected by the Firm.  Limits on Information - The Firm requests certain informa�on from each underlying manager regarding the underlying manager's historical performance (if any) and investment strategy. However, the Firm may not be provided with informa�on regarding all of the investments made by the underlying managers because certain aspects of this informa�on may be considered proprietary informa�on by underlying managers.  Leverage; Short Sales; Options - The underlying managers retained by the Firm may employ leverage, may engage in the "short selling" of securi�es and may sell or purchase op�ons. The Firm itself may also use leverage from �me to �me to effect investments or facilitate redemp�ons. While the use of borrowed funds and "short sales" can substan�ally improve the return on invested capital, their use may also increase any adverse impact to which the investments of the Firm may be subject. Selling securi�es short, while o�en used to hedge investments, does run the risk of losing an amount greater than the ini�al investment in a rela�vely short period of �me. A short sale involves the risk of a theore�cally unlimited increase in the market price of the par�cular investment sold short, which could result in an inability to cover the short posi�on and a theore�cally unlimited loss. There can be no assurance that securi�es necessary to cover a short posi�on will be available for purchase. The selling or purchasing of an op�on also runs the risk of losing the en�re investment or of causing significant losses in a rela�vely short period of �me.  Custody and Prime Brokerage Risk - There are risks involved in dealing with the custodians or prime brokers who setle an underlying manager’s trades. Although the Firm expects the underlying managers to monitor their respec�ve prime brokers, there is no guarantee that such prime brokers, or any other custodian that an underlying manager may use from �me to �me, will not become bankrupt or insolvent. While both the U.S. Bankruptcy Code and the Securi�es Investor Protec�on Act of 1970 seek to protect customer property in the event of a bankruptcy, insolvency, failure, or liquida�on of a broker-dealer, there is no certainty that, in the event of a failure of a broker-dealer that has custody of client assets, the client would not incur losses due to its assets being unavailable for a period of �me, the ul�mate receipt of less than full recovery of its assets, or both. From a top-down perspec�ve, the Firm creates a global asset alloca�on framework across the various investment strategies of its underlying managers. Examples of these investment strategies include Long Only Equity, Macro/Trading, Liquid and Illiquid Fixed Income/Credit Strategies, Equity Long/Short, Opportunis�c, Real Assets, Private Equity, and other strategies. Appomatox then determines a target weight range for each strategy. The target alloca�on for a strategy depends upon the current global 9 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 outlook for that strategy, which is based on a forward-looking return, vola�lity, and liquidity profile of the underlying instruments for that strategy. To aid in the development of its asset alloca�on, the Firm uses investment commentary provided by third par�es and its underlying managers, informa�on at industry conferences, the Firm’s own internal research, mee�ngs with managers, and its experience in inves�ng. Risks from this investment strategy include, but are not limited to:  General Trading & Market Risks - Substan�al risks, including market risks, are involved in trading in U.S. and foreign government securi�es, corporate securi�es, commodity and financial futures, op�ons, and the various other financial instruments and investments in which the Firm’s underlying managers will trade. The prices of these investments are vola�le, market movements are difficult to predict and financing sources and related interest and exchange rates are subject to rapid change.  Diversification - Although the Firm seeks to obtain diversifica�on by inves�ng with a number of different underlying strategies and managers, it is possible that several underlying managers may take substan�al posi�ons in the same security or group of securi�es at the same �me. This possible lack of diversifica�on may subject the investments of the Firm to a more rapid change in value than would be the case if the assets of the Firm were more widely diversified.  Other Risks - Each strategy employed by the underlying managers with which the Firm invests typically will involve a different set of complex risks, many of which are not described in this brochure. Each prospec�ve client should undertake a close inves�ga�on and evaluate such risks. The Firm’s Investment Commitee members have been inves�ng and trading in the capital markets for over 30 years individually, throughout that �me working with fund managers across mul�ple strategies. The Firm draws upon their experience to execute its investment strategies as outlined above. Other general market risks may include, but are not limited to, the following:  Legal and Regulatory Environment for Private Investment Funds and their Investment Managers - Increased regulation and regulatory oversight of private investment funds and their investment managers may impose administrative burdens on the Investment Manager, including, without limitation, responding to examinations and other regulatory inquiries and implementing policies and procedures. Such administrative burdens may divert the Investment Manager's time, attention and resources from portfolio management activities to responding to inquiries, examinations and enforcement actions (or threats thereof). Regulatory inquiries often are confidential in nature, may involve a review of an individual's or a firm's activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution. Additionally, the legal and regulatory environment worldwide for private investment funds (such as the Funds) and their managers is evolving. Changes in the regulation of private investment funds, their managers, and their trading and investing activities may have a material adverse effect on the ability of any private investment fund to pursue their investment program and the value of investments held by such Funds. There has been an increase in scrutiny of the private investment fund industry by governmental agencies and self-regulatory organizations. New laws and regulations or actions 10 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 taken by regulators that restrict the ability of each Fund to pursue its investment program or employ brokers and other counterparties could have a material adverse effect on the Funds and the investors' investments therein. In addition, the Firm may, in its sole discretion, cause a Fund to be subject to certain laws and regulations if it believes that an investment or business activity is in such Fund's interest, even if such laws and regulations may have a detrimental effect on one or more investor. 11 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 9 - DISCIPLINARY INFORMATION In October of 2021, Appomatox self-reported an issue to the SEC in connec�on with certain irregular movements of money from and to a private client fund. In connec�on therewith, Appomatox placed its then-CEO/CCO on immediate leave. As a result, on September 29, 2023, the SEC issued an order (Investment Advisers Act of 1940, Release No. 6451) requiring, inter alia, the firm to pay a civil monetary penalty. At the same �me upon iden�fica�on of the issue in October 2021, the referenced CEO/CCO, who was an equity owner of Appomatox, was divested of his equity interests and discharged. In connec�on with the preceding, Appomatox has taken appropriate steps to enhance internal controls and its compliance program. 12 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Appomatox serves as the general partner, investment advisor or investment manager to the following private funds: 1. Archway Linse Cap F1, L.P. (onshore) 2. BHM Archway Feeder L.P. (onshore) 3. Archway Appreciation Fund Limited (offshore) 4. Hatchlings Fund Ltd. (offshore) 5. Monticello Capital Partners, Ltd - Segregated Account MCP - Tiger PIP XI (offshore) 6. Monticello Capital Partners, Ltd - Segregated Account MCP - Tiger PIP XV (offshore) 7. MCP Linse Capital Fund 1 (offshore) The Firm may receive investment management and incen�ve fees from these Funds and may recommend that clients invest in these en��es. To mi�gate any conflict that arises from the fees Appomatox receives from these en��es, any client that Appomatox recommends invest in one of these en��es will either be no�fied of the fees paid or be no�fied that Appomatox will offset fees paid at the private fund level from advisory fees due. Appomatox has sub-advisory rela�onships with Archway Investment Advisors Limited, a Bermuda advisor under common control with the Firm, with some of the offshore funds listed above. The Firm the does not believe this rela�onship creates any material conflict of interest with clients. Appomatox has no other material rela�onship or arrangement rela�ng to financial industry ac�vi�es and affilia�ons. 13 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Appomatox is commited to conduc�ng its business with the utmost integrity. As part of this commitment, the Firm has adopted the Code of Ethics to cover, among other things, any conflicts of interest that arise from personal trading. All employees are provided with a copy of the Code of Ethics and are required to sign a form acknowledging that they have read and received it and will adhere to its standards. Clients and prospec�ve clients may obtain a copy of the Code of Ethics by contac�ng Kris�n (Melino) Koloniaris, the Firm’s Chief Compliance Officer, at 212-895-3000. The Code of Ethics includes policies and procedures on personal trading. All access persons are required to preclear personal securi�es transac�ons with certain excep�ons as outlined in the Code of Ethics. Preclearance requests will be denied when, among other reasons, the proposed personal transac�on is deemed to adversely affect any transac�on then known to be under considera�on or being effected on behalf of any client account. In addi�on, all access persons must disclose all securi�es accounts in which they have a beneficial interest and must report their securi�es transac�ons in reportable securi�es on a quarterly basis and disclose their reportable securi�es holdings on an annual basis as well. In general, Appomatox rarely recommends that clients invest in specific securi�es, instead recommending fund managers where knowledge of security level posi�ons comes only with a significant lag, so poten�al for conflict for daily or weekly securi�es trading is low. Regardless, in addi�on to the preclearance requirements, unless specifically cleared with the Firm’s Chief Compliance Officer, Appomatox employees are prohibited from (i) acquiring securi�es in any ini�al public offering, (ii) acquiring securi�es in any private placement of securi�es or investment opportunity of limited availability, (iii) engaging in excessive short term trading in any accounts held outside Appomatox, and are subject to a number of other restric�ons outlined in the Code of Ethics. Any excep�ons to the above must be pre-cleared with the Chief Compliance Officer. Appomatox primarily recommends its clients to invest in funds managed by independent, unaffiliated managers. These include, but are not limited to, mutual funds, exchange traded funds, hedge funds, private equity and real assets funds. Appomatox and any related persons may also purchase and sell funds recommended to clients. Such personal inves�ng may raise poten�al conflicts of interest such as when the Firm and any related person sells an interest in a fund currently held by clients or if the Firm or one of its related persons effects a transac�on with limited availability in a fund at or about the same �me as it recommends a client to do the same. Appomatox has adopted a policy regarding personal investment in managers that are also recommended to clients to address situa�ons such as those described above. In general, any transac�on that would be deemed to give an appearance of a conflict would be prohibited. In the case of a scarce investment, clients would be given preference over Appomatox and any related persons. These poten�al conflicts of interest are addressed in Appomatox’s compliance manual and code of ethics. Appomatox believes that inves�ng alongside its clients generally aligns its interests with clients, rather than crea�ng conflicts. 14 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 As described in Item 10, Appomatox does serve as general partner and advisor to several Private Funds, both onshore and offshore, for which it may receive investment management or base fee and incen�ve fees. The Firm may recommend that clients invest in these en��es which can cause a conflict by crea�ng incen�ves for the Firm to recommend these investments over others in which Appomatox does not receive fees. The Firm does not charge a double layer of fees when clients invest in its funds. Some of the Directors of the Private Funds (Hatchlings Fund Ltd., Mon�cello Capital Partners, Ltd - Segregated Account MCP - Tiger PIP XI Mon�cello Capital Partners, Ltd - Segregated Account MCP - Tiger PIP XV, and MCP Linse Capital Fund 1), are also employees and shareholders of the Funds’ administrator. This could poten�ally create conflicts of interest. However, this is a cost-effec�ve solu�on which we think is beneficial to all shareholders of the funds. 15 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 12 – BROKERAGE PRACTICES Appomatox affects the majority of its investment recommenda�ons through professional third-party investment managers which do not require brokerage transac�ons. Appomatox does not select or recommend broker-dealers for client transac�ons. Appomatox receives no research, so�-dollar, or other benefits from broker-dealers. Clients are responsible for any costs associated with brokerage. Appomatox does not have any arrangements to recommend or direct clients to broker-dealers in exchange for client referrals. Appomatox has no client-directed brokerage arrangements. 16 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 13 – REVIEW OF ACCOUNTS The Investment Commitee of Appomatox, in coordina�on with the investment analysts, reviews all client accounts on at least a monthly basis. As part of the Firm’s regular du�es, the Investment Commitee, in coordina�on with the investment analysts, monitors all underlying managers, other investments and market condi�ons on a con�nuous basis. Detailed interim account reviews are triggered when such monitoring suggests a re-evalua�on of that account is needed. Clients are provided with monthly performance reports focusing on the most recent month and year- to-date performance of their por�olio. On a quarterly basis, the Firm provides an in-depth review of the markets and each client’s por�olio within the context of that market overview. Clients receive these detailed quarterly reports that include a review of each investment in the client's por�olio, the performance of that investment as a contribu�on to that por�olio, the balance (or imbalance) of the por�olio resul�ng from each investment's contribu�on, and a reassessment of the asset alloca�on in the por�olio. 17 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Appomatox currently does not have any arrangements with third-par�es that provide compensa�on for client referrals nor does Appomatox have compensa�on arrangements for receiving such client referrals. 18 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 15 – CUSTODY In view of its posi�on as Manager, Principal or Directors of the Funds, Appomatox is deemed to have custody of the Funds’ assets. In addi�on, Appomatox is also deemed to have custody of several accounts by virtue of the fact that Appomatox is permited to withdraw management fees upon authoriza�on of the client for each withdrawal and as outlined in the Investment Management Agreements. Appomatox does not hold custody of cash, securi�es or other assets in client accounts themselves. 19 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 16 – INVESTMENT DISCRETION Appomatox accepts discre�onary authority of client assets. Before assuming this authority, Appomatox requires the client to enter into a contract that specifies details including, but not limited to, investment objec�ves, suitability, power of atorney agreements, investment restric�ons, fees, custodial arrangements, termina�on and repor�ng. 20 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 17 – VOTING CLIENT SECURITIES Appomatox, except in limited circumstances, does not have authority to vote client securi�es. Clients will receive proxies from either their custodian, transfer agent or other third-party service provider. Appomatox has very limited proxy authority over client holdings. This authority is generally limited to issues related to new share class launches in private funds and dealing terms. Appomatox will establish applicable policies should Appomatox exercise vo�ng authority in the future. 21 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 18 – FINANCIAL INFORMATION Appomatox has never filed for bankruptcy and is not aware of any financial condi�on that is expected to affect its ability to manage client accounts. 22 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212-895-3000 WWW.APPOMATTOX.COM 4871-1910-7466.v1  A P P O M A T T O X A D V I S O R Y, I N C . – F O R M ADV P A R T 2 ITEM 19 - REQUIREMENTS FOR STATE-REGISTERED ADVISERS This item is not applicable to Appomatox. 23 551 FIFTH AVENUE, 26 FL. NEW YORK, NEW YORK 10176 TEL: 212895-3000 • FAX: 212-895-3020 WWW.APPOMATTOXADVISORY.COM 4871-1910-7466.v1