1. Purpose

The Code of Ethics establishes the standards of conduct expected of every officer, director, employee, contractor, and affiliated person of Slate Blue Capital and its managed funds. The Code reflects the firm's fundamental duty to act in the best interests of its limited partners and to place limited partner interests ahead of the firm's and its personnel's interests in every material respect.

2. Scope

This Code applies to all Personnel, defined as all officers, directors, partners, employees, contractors, secondees, and persons designated as Access Persons under the Investment Advisers Act of 1940 and the rules thereunder. Affiliated entities, joint venture personnel embedded with the firm, and operating company executives with access to material non-public information regarding the firm or its portfolio companies are also subject to the Code.

3. Standards of Conduct

Personnel shall: (a) act with honesty, integrity, and professionalism in all matters relating to the firm; (b) place limited partner interests ahead of the firm's and personal interests; (c) avoid any conduct that could compromise, or appear to compromise, the firm's reputation or the integrity of its investment process; (d) comply with all applicable federal securities laws, state laws, and other applicable laws and regulations; (e) report any known or suspected violation of this Code through the channels described in Section 13 or the Whistleblower Policy.

4. Fiduciary Duty

The firm and its Personnel owe a fiduciary duty to each managed fund and its limited partners. This duty requires undivided loyalty, full and fair disclosure of material conflicts, and care in the management of fund assets. Personnel shall not use information acquired in the course of firm business for personal benefit, for the benefit of third parties, or in any manner inconsistent with limited partner interests.

5. Personal Trading and Pre-Clearance

Access Persons shall pre-clear all reportable securities transactions with the Chief Compliance Officer prior to execution. Pre-clearance is required for any security on the firm's restricted list, any security in an issuer in which a managed fund holds an investment or is evaluating an investment, and any private placement, initial public offering, or limited offering. Pre-clearance shall be valid for the trading day on which it is granted and the immediately following trading day. Access Persons shall provide initial holdings reports within ten days of becoming an Access Person, annual holdings reports within forty-five days of calendar year-end, and quarterly transaction reports within thirty days of quarter-end. All reports are reviewed by Compliance and retained for not less than five years.

6. Outside Business Activities

Personnel shall obtain prior written approval from the Chief Compliance Officer before engaging in any outside business activity, including service as a director, officer, partner, consultant, or employee of any non-firm entity, and any compensated outside activity. Compliance reviews each request for conflicts with limited partner interests, time commitments, and reputational considerations. Approvals may be conditioned, time-limited, or revoked.

7. Gifts and Entertainment

Personnel shall not solicit, accept, or provide gifts or entertainment that could reasonably be expected to compromise the recipient's judgment or independence. Unsolicited gifts of nominal value, conventional business meals, and conventional business entertainment of reasonable value are generally permitted subject to reporting. The firm maintains per-event and aggregate annual thresholds documented in the Compliance Manual. Cash, cash equivalents, and gifts intended to influence a specific business decision are prohibited regardless of value.

8. Political Contributions and Pay-to-Play

Personnel shall pre-clear all political contributions, fundraising activities, and political appointments with the Chief Compliance Officer. The firm and its Personnel shall comply with Rule 206(4)-5 under the Investment Advisers Act and all state and local pay-to-play rules applicable to the firm or its limited partners. Contributions that would trigger a two-year ban on receipt of compensation for advisory services from a government entity are prohibited.

9. Confidentiality

Personnel shall maintain the confidentiality of all non-public information regarding the firm, its managed funds, its portfolio companies, its limited partners, and its counterparties. Confidential information shall be used solely for legitimate firm business purposes. The duty of confidentiality survives termination of employment or engagement with the firm.

10. Material Non-Public Information and Insider Trading

Personnel shall not trade, recommend trading, or communicate to others for the purpose of trading any security on the basis of material non-public information. The firm maintains procedures for identifying, restricting, and walling off material non-public information, including the maintenance of a restricted list, an information barrier policy, and pre-clearance requirements for any security in an issuer about which the firm possesses material non-public information.

11. Anti-Bribery and Foreign Corrupt Practices

The firm and its Personnel shall comply with the Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable anti-bribery and anti-corruption laws. Personnel shall not offer, promise, give, or authorize the giving of anything of value to any government official, political party, or candidate for the purpose of obtaining or retaining business or any improper advantage. Facilitation payments are prohibited.

12. Annual Certification and Training

Personnel shall certify compliance with this Code on becoming an Access Person, annually thereafter, and upon any material amendment to the Code. Personnel shall complete annual ethics and compliance training administered by the Chief Compliance Officer.

13. Reporting and Enforcement

Personnel shall promptly report any known or suspected violation of this Code to the Chief Compliance Officer, the General Counsel, or the Audit Committee Chair. Reports may be made anonymously through the channels described in the Whistleblower Policy. The firm prohibits retaliation against any person who reports a suspected violation in good faith. Violations may result in disciplinary action up to and including termination of employment or engagement, regulatory referral, and civil or criminal liability.