Hudson Hill Capital Management, LLC, a Delaware limited liability company and a registered investment adviser, and its affiliated investment advisers provide investment advisory services to investment funds privately offered to qualified investors in the United States and elsewhere. Hudson Hill commenced operations in April 2019. Hudson Hill’s clients include the following (each, a “Fund,” and collectively, together with any future private investment fund to which Hudson Hill and/or its affiliates provide investment advisory services, the “Funds”):
• HH Co-Invest Aggregator, LLC
• HHC InXpress Group L.P.
• HHC-VTrips, LP
• HHC Sky LP
• HHC-MT, LP The following general partner entities are affiliated with Hudson Hill:
• Hudson Hill Capital Investments LLC
• HHC InXpress Group GP LLC
• HHC-VTrips GP, LLC
• HHC Sky GP LLC
• HHC-MT GP, LLC (each, a “General Partner,” collectively, the “General Partners,” and together with Hudson Hill Capital Management, LLC and their affiliated entities “Hudson Hill”). Each General Partner is subject to the Advisers Act pursuant to Hudson Hill’s registration in accordance with SEC guidance. This Brochure also describes the business practices of the General Partners, which operate as a single advisory business together with Hudson Hill. The Funds are private equity funds and invest through negotiated transactions in operating entities, generally referred to herein as “portfolio companies.” Hudson Hill’s investment advisory services to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms of investments, managing and monitoring investments and achieving dispositions for such investments. Although investments are made predominantly in non-public companies, investments in public companies are permitted and are expected to be pursued. From time to time, where such investments consist of portfolio companies, the senior principals or other personnel of Hudson Hill or its affiliates generally serve on such portfolio companies’ respective boards of directors or otherwise act to influence control over management of portfolio companies in which the Funds have invested. Hudson Hill’s advisory services to the Funds are detailed in the relevant private placement memoranda or other offering documents (each, a “Memorandum”), limited partnership or other operating agreements of the Funds (each, a “Partnership Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate

in the overall investment program for the applicable Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and will not create an adviser-client relationship between Hudson Hill and any investor. The Funds or the General Partners generally enter into side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of establishing rights under, or altering or supplementing the terms (including economic or other terms) of, the Governing Documents with respect to such investors. Additionally, from time to time and as permitted by the Governing Documents, Hudson Hill expects to provide (or agree to provide) co-investment opportunities (including the opportunity to participate in co-invest vehicles) to certain investors or other persons, including other sponsors, market participants, finders, consultants and other service providers, Hudson Hill’s personnel and/or certain other persons associated with Hudson Hill and/or its affiliates (e.g., a vehicle formed by Hudson Hill’s principals to co-invest alongside a particular Fund’s transactions). Such co-investments typically involve investment and disposal of interests in the applicable portfolio company at the same time and on the same terms as the Fund making the investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an investment from one or more Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell-down or transfer), which generally will have been funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in Hudson Hill’s sole discretion, Hudson Hill reserves the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant Fund for related costs. However, to the extent such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund. As of December 31, 2023, Hudson Hill managed $379,273,962 in client assets on a discretionary basis. Hudson Hill is controlled by Eric Rosen, Jason Palmatary, and Alexander Stacy.