Alta Fundamental Advisers LLC

Alta Fundamental Advisers LLC (“AFA”, the “Adviser”, “we”, “us” or “our”), a Delaware limited liability company, was formed in January 2013 and is managed by its Managing Member, Jeremy Carton. AFA provides discretionary investment advisory services to U.S. and non-U.S. clients (collectively, “Clients”), including private investment funds (“AFA Funds” or “Funds”) and separately managed accounts (each a “Separately Managed Account”). The AFA Funds include:  Alta Fundamental Advisers Onshore L.P., a Delaware limited partnership (“Onshore Feeder”);  Alta Fundamental Advisers Offshore Ltd., a Cayman Islands exempted company (“Offshore Feeder”, and together with the Onshore Feeder, the “Feeder Funds”);  Alta Fundamental Advisers Master L.P., a Cayman Islands exempted limited partnership (“Master Fund”); and  Alta Fundamental Advisers SP LLC, a Delaware limited liability company. AFA provides advice to Clients based on their specific investment objectives and strategies as set forth in the offering memorandum and governing documents of each Fund (collectively the “Offering Documents”) and the investment management agreement between AFA and each Separately Managed Account Client. Generally, investors in any of the AFA Funds do not have the ability to individually tailor their investments or impose specific investment restrictions. However, when deemed appropriate, a Fund may create a special class of interests or shares to accommodate a particular investor’s, or a group of investors’, unique investment restrictions. The investment objectives, fee arrangements and terms of Separately Managed Accounts are individually negotiated by AFA and the Separately Managed Account Client. Any such Separately Managed Account relationships may be subject to significant account minimums. AFA has entered into letter agreements or other similar agreements, and may do so in the future, (collectively, “Side Letters”) with one or more Clients which provide such Clients with additional and/or different rights (including, without limitation, with respect to management and incentive fees, incentive allocations, minimum investment amounts, access to information, investment portfolios, and liquidity terms) than other investors. AFA or the Funds will not be required to notify any or all of the other investors of any such classes of Side Letters or any of the rights and/or terms or provisions thereof, nor will AFA or the Funds be required to offer such additional and/or different rights and/or terms to any or all of the other Clients or investors therein. AFA does not participate in wrap fee programs. In 2020, AFA entered into a sub advisory agreement with Belstar Management Company LLC (“Belstar”) to participate in the Term Asset-Backed Securities Loan Facility (TALF) program offered by the U.S. Federal Reserve. Two series were created under Alta Fundamental Advisers SP LLC to purchase AAA-rated asset backed securities which were then submitted to the Federal Reserve Bank of New York as collateral in exchange for non-recourse loans. AFA acts as manager and Belstar acts as investment adviser. AFA does not have discretion over the assets in these series.

As of December 31, 2025, AFA had approximately $465,759,000 of regulatory assets under management on a discretionary basis.

AFA’s fee structure for the AFA Funds and Separately Managed Accounts are as follows: Management Fee AFA receives a management fee (“Management Fee”) from the AFA Funds, payable quarterly in advance, generally in the range of 0.00% to 0.50% (0.00% to 2.00% per annum) of the net asset value of the relevant shares or interests in each Fund on the first day of that quarter. Some Separately Managed Accounts pay a Management Fee which is based on a percentage of assets under management. AFA separately negotiates the annual management fees charged for the management of each Separately Managed Account, which will vary but generally are in the range from 0.00% to 2.00% of net assets per annum. Fees are typically paid quarterly, unless otherwise agreed upon in the investment management agreement. Any unearned Management Fees are refunded by AFA to the Clients withdrawing from a Fund or Separately Managed Account prior to the completion of the applicable term for such Management Fee. The Management Fee may be reduced, waived or calculated differently with respect to certain Clients including employees and affiliates of AFA. Incentive Allocation or Fee An affiliate of AFA receives an incentive allocation (“Incentive Allocation”) from the Funds generally in the range of 10% to 20% of net appreciation (including both realized and unrealized gains and losses) on an annual basis, subject to the recovery of any amount in the loss recovery account (i.e., a high-water mark). The Incentive Allocation is also calculated and payable at the time of an investor’s withdrawal or redemption with respect to the amount withdrawn. With respect to those investors in the AFA Funds that have elected to participate in the special investments (“Side Pocket Investments”) of the AFA Funds, an Incentive Allocation with respect to those Side Pocket Investments will only be made with respect to any realized net appreciation. Some Separately Managed Accounts pay an Incentive Allocation (or performance-based fee) generally in the range from 10% to 20% of annual net appreciation, which Incentive Allocation may or may not be subject to investment thresholds. Incentive Allocations are based upon the valuation methodology agreed to with each Client. The Incentive Allocation may be reduced, waived or calculated differently with respect to certain investors in the Funds including employees and affiliates of AFA. Expenses AFA is responsible for and will pay all of its internal operating and overhead expenses, including all costs of its personnel, office space, office equipment and supplies.

In addition to the Management Fee and Incentive Allocation or fee described above, each Client shall bear its own investment and operating expenses. Such expenses vary by Fund or Separately Managed Account and generally include, but are not limited to, legal, auditing, accounting and administration fees and all other expenses of the Fund or Separately Managed Account, including, without limitation, due diligence expenses, custodian fees, taxes on securities transactions, interest on borrowed money, brokerage fees and commissions and any other similar fees, clearing expenses or other fees and expenses. The Funds and Separately Managed Accounts may invest in Exchange Traded Funds or other similar closed end funds, through which the Funds and/or Separately Managed Accounts may incur additional underlying costs and expenses. For a more exhaustive list of expenses paid by the Funds and Separately Managed Accounts, please see the Offering Documents. Certain of the Fund’s expenses may be subject to expense caps as further detailed in the Offering Documents for the relevant Fund. Any expenses incurred on behalf of more than one Client account will be allocated amongst such accounts in proportion to their respective participation in the relevant investment, in proportion to their respective net asset values, or in any manner determined by AFA to be fair and equitable to each Client. The organizational and initial offering expenses of the Funds will either be expensed as incurred or, where permitted by applicable rules, amortized over a period not to exceed 180 months beginning at the commencement of the Master Fund’s operations. Expenses that are paid or payable by the Master Fund generally are borne pro rata by the Feeder Funds. Prospective investors in the Funds should refer to the relevant Fund’s Offering Documents for a more complete understanding of how AFA is compensated for its advisory services. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Fund’s Offering Documents.

Investment Objective AFA’s investment objective is to achieve returns that exceed the risk-free rate of return regardless of overall conditions in the broader loan, debt and equity markets. We seek to achieve our investment objective primarily by identifying and committing capital to global investment opportunities that possess both intrinsic value and a catalyst to unlock that value. AFA ordinarily has the discretion to pursue each Client’s investment objective. AFA will seek to identify investment opportunities that offer the prospect of a significant asymmetric risk-adjusted return through investing in situations that, in some cases, may be misunderstood by the broader market, or may fall between the structural biases of the traditional hedge fund and private equity fund models. AFA will place particular emphasis on identifying and exploiting situations in which deeper knowledge of fundamentals offers enhanced returns. We believe that developing a thorough fundamental, research-driven appreciation of a particular company or sector, as well as focusing on investment opportunities possessing a catalyst, can afford the Clients a competitive advantage. AFA plans to employ a nimble approach to capital allocation that permits investment throughout multiple parts of the capital structure with the goal of generating optimal risk-adjusted returns. We also intend to maintain a liquidity profile that permits prompt action to exploit extraordinary investment opportunities. While AFA invests primarily in accordance with the methodology discussed above, we maintain broad and flexible investment authority.

Methods of Analysis AFA intends to pursue its investment objective primarily by investing in various loans, debt and equity securities, and other instruments that AFA believes are inefficiently held or financed, are issued by companies undergoing change, or are mispriced due to market misunderstanding of risk. In most cases, we will seek to invest assets in companies with a defined existing or anticipated catalyst (e.g., a restructuring, spin-off, refinancing, etc.) that increases the likelihood of realization of value. AFA’s flexible investment mandate allows for the identification of asymmetric investment opportunities across multiple asset classes. In seeking to identify investment opportunities throughout the capital structure, we expect the Clients to be active at various times in some or all of the following core asset classes: Distressed Debt, Public Equity, Private Equity, Relative Value, Special Situations and Distressed Real Estate. In order to achieve our investment objective, Client accounts are permitted to invest in a broad range of private and publicly traded, U.S. and non-U.S. securities and instruments, including the ability to purchase, hold or sell a wide variety of securities and other investment instruments, including, without limitation, bonds, debentures, notes, loan participations or assignments, preferred stock, common stock, rights, units, warrants, partnership interests, interests in real estate, trade and other vendor claims, mortgages and mortgage-related securities or instruments, contractual obligations and claims, contingent rights, litigation rights and claims, certificates of beneficial interest, liquidation trust certificates in bankruptcies and other situations, put and call options, over-the-counter or listed commodity or equity derivative products, exchange-traded funds, indices, futures, deliverable and non-deliverable foreign currency and other forward contracts and stock exchange indices, swaps, contracts for difference, credit derivatives and other over-the-counter derivative products, commodity interests, limited liability company interests, joint venture interests and any other securities or instruments or assets and liabilities. A substantial portion of the securities and instruments held by AFA’s Clients may not be registered or listed on any exchange, and such securities and instruments may have to be held for a substantial period of time before they may be liquidated. From time to time, Clients also may hold cash or cash equivalents. AFA will monitor each Client’s portfolio on each trading day. In conducting its portfoliomonitoring activities, we will rely on a variety of publicly available information, as well as information provided by management and creditors of portfolio companies, brokers, dealers, analysts, professional asset managers, research services and hired consultants and advisers. AFA also may consult with legal and other experts and speak with members of official and unofficial creditor committees of portfolio companies involved in bankruptcy reorganizations and their legal and financial advisers. When deemed appropriate, AFA or its affiliates, principals or employees may seek to serve as members of creditor committees or boards of directors. Such involvement in an issuer’s reorganization proceedings or on an issuer’s board of directors could result in the receipt of material nonpublic information and the imposition of restrictions limiting AFA’s ability to liquidate the position for a significant period of time.

Risk of Loss Investing in securities entails a high degree of risk and is suitable only for sophisticated investors for whom an investment in the Funds and/or Separately Managed Accounts does not represent a complete investment program and who fully understand and are capable of bearing the risks of such investment. Investors could lose all or substantially all of their investment. Prospective investors should carefully consider the following factors before making a decision to invest. The following does not purport to be a complete enumeration or explanation of the risks involved or other factors applicable to a determination of the suitability of an investment for any particular Client or investor. Prospective Clients and investors should review each Fund’s Offering Documents, and should consult with their own professional advisors, before deciding to invest in the Funds. Reliance on Certain Personnel and Principals The success of AFA’s Clients is dependent upon the talents and efforts of highly skilled individuals employed by AFA and our ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that our investment professionals will continue to be associated with AFA throughout the life of the Funds and/or Separately Managed Accounts. The loss of the services of our key personnel could have a material adverse effect for AFA’s Clients. Except as specifically provided in the Offering Documents, AFA has the exclusive right and power

to manage the investments and business and affairs of each Client. As a result, AFA’s Clients are dependent upon the Managing Member and key employees of AFA, and the loss of the Managing Member could have a material adverse effect for AFA’s Clients. Investment and Trading Risks AFA’s investment program might not be successful. There is no assurance that Client accounts will be able to generate positive returns for investors or that the returns generated will be commensurate with the risks of investing in the securities, instruments and strategies described herein, nor can there be any assurance that the returns will be uncorrelated with a traditional portfolio of stocks or bonds. AFA’s investment program may entail the use of investment techniques such as leverage, margin transactions, swaps, contracts for difference, short sales, futures, forward contracts, credit derivatives and options contracts, which techniques have the potential to magnify the adverse impact of market moves to which Clients may be subject or cause the Client’s net asset value to fluctuate more dramatically than it otherwise would. Investments may be materially affected by economic and financial market conditions occurring globally or in specific countries or markets. These conditions may relate to interest rates, commodity prices, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors may negatively affect the level and volatility of the prices and the liquidity of the Client’s investments.

Illiquidity of Portfolio Investments A significant portion of Client accounts and portfolios may include loans, securities and other instruments that are not actively or widely traded. In some cases, Client accounts may not be able to readily dispose of such investments or may be able to dispose of them only at a substantial discount to fair value. In other cases, Clients may be contractually prohibited from disposing of such investments for a specified period of time and may be forced to hold such securities and instruments despite adverse price movements. Accordingly, Clients may be forced to sell more liquid positions at a disadvantageous time (e.g., to satisfy Shareholder redemptions), resulting in a greater percentage of the portfolio consisting of illiquid investments. Further, under adverse market or economic conditions, in the event market participants are aware that Client accounts must sell such investments to raise cash (including to satisfy redemptions), or in the event of adverse changes in the financial condition of the issuer, Clients may find it more difficult to sell such securities when AFA believes it advisable to do so or may be able to sell such securities only at prices lower than if the securities were more widely held or actively traded. There may be no, or only a limited, trading market for illiquid securities and instruments. As a consequence, each Client’s ability to participate in or liquidate such investments may be restricted and the value of such investments may be subject to wide fluctuation. The purchase and sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the purchase and sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Even if the securities are publicly traded, large holdings of securities can often be disposed of only after a substantial length of time, exposing such holdings to risks comparable to the foregoing. Further, companies whose securities are not publicly traded may not be subject to public disclosure and other investor-protection requirements applicable to publicly traded securities. If Clients are represented on creditors’ committees or steering committees or the Principals or employees of the Adviser serve on boards of directors of portfolio companies, or if the Adviser or Clients are deemed an “affiliate,” an “insider” or a “fiduciary” of a portfolio company or otherwise receives or has access to material nonpublic information regarding a portfolio company, Clients may be restricted from liquidating an investment in such company for an indeterminate length of time. Loans and Loan Participations AFA may invest in bank loans and/or participations in bank loans. These obligations are subject to unique risks, including: (i) the possible invalidation or compromise of an investment transaction as a fraudulent conveyance or preference under relevant creditors’ rights laws; (ii) challenges to the validity or seniority of bank claims and guarantees; (iii) lender-liability claims by the issuer of the obligations; (iv) environmental liabilities that may arise with respect to collateral securing the obligations; (v) limitations on the ability of Clients to directly enforce its rights with respect to participations; (vi) long and less certain settlement periods; and (vii) adverse consequences resulting from participating in such instruments with other institutions of lower credit quality. Successful claims by third parties arising from these and other risks would be borne by the Clients. In addition, loan participations involve certain risks beyond those associated with direct loans. A loan participant has no contractual relationship with the borrower of the underlying loan. Rather, a holder of a participation in a syndicated loan only obtains rights against the lender. This means that the participant generally has limited or no voting or veto rights, as such rights are generally retained by the lender and that the participant generally has no control rights or rights to force the

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AFA provides discretionary investment advisory services to Clients. Investors in the AFA Funds are generally required to invest a minimum of $5,000,000; provided that AFA or one of their affiliates, in its sole discretion, may accept investments in an amount less than $5,000,000. The AFA Funds are not registered as investment companies under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and are, therefore, not subject to various provisions of the Investment Company Act. Investments in the Funds are not registered for sale under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are instead sold to qualified investors on a private placement basis. Subscriptions will generally be accepted only from investors who meet the definitions of “Accredited Investor” under Regulation D promulgated under the Securities Act, and “Qualified Clients” eligible to pay performance fees under the Advisers Act and a “Qualified Purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act.

As noted in Item 5, AFA charges performance-based fees or allocations. AFA will structure any Incentive Allocation arrangement subject to Section 205(a)(1) of the Advisers Act in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3. AFA will act in a fair and equitable manner in allocating investment opportunities among its Clients and to resolve and mitigate conflicts or potential conflicts in a timely manner. Because AFA has the responsibility for managing more than one account, potentially with different fee structures, potential conflicts of interest can arise. The Incentive Allocation arrangement may create an incentive for AFA to recommend investments which may be riskier or more speculative than those which would be recommended under a different compensation arrangement. Such fee arrangements may also create an incentive to favor higher fee-paying accounts over other accounts in the allocation of investment opportunities.

To mitigate the risk of favoring certain Clients over others, AFA has implemented a number of policies and procedures to address these concerns, including a Compliance Manual & Code of Ethics and trade allocation policy. We do not under any circumstance consider fee structures when allocating investment opportunities.

Neither AFA nor any of our employees have any other relationships or arrangements that pose material conflicts of interest to the business model of AFA.

AFA and its principals are not registered as a broker-dealer or a registered representative of a broker-dealer or affiliated with any broker-dealer or bank. AFA and its principals are not registered as a commodity pool operator, commodity trading adviser, or futures commission merchant or an associated person of the foregoing entities.

Trading AFA has adopted a Compliance Manual and Code of Ethics in compliance with Rule 204A-1 under the Advisers Act that establish various procedures with respect to investment transactions in accounts in which employees of AFA and/or their affiliates have a beneficial interest or accounts over which an employee has investment discretion. The foundation of the Compliance Manual and Code of Ethics is based upon the following principals: -

Employees must at all times place the interest of Clients first; Employees must make sure that all personal securities transactions are conducted consistent with the Compliance Manual, Code of Ethics, and the Adviser’s fiduciary duty to the Clients; Employees should not take inappropriate advantage of their position at AFA; and Employees are prohibited from trading on the basis of material nonpublic information.

The Compliance Manual and Code of Ethics includes general requirements that Supervised Persons (as defined in the Compliance Manual and Code of Ethics) comply with their fiduciary obligations to Clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest, confidentiality of Client information and gifts and entertainment. It requires Supervised Persons to comply with the personal trading restrictions and to report their personal securities transactions and holdings to AFA’s Chief Compliance Officer (the "CCO") and requires the CCO to review those reports. It also requires Supervised Persons to report any violations of the Code of Ethics promptly to the CCO. Each Supervised Person receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each Supervised Person must certify that he or she complied with the Code of Ethics during the preceding year. Investors may request a copy of AFA’s Code of Ethics by contacting the Chief Compliance Officer, Scott Pritchard, telephone: 212.319.1778, email: spritchard@altafundamental.com.

Best Execution AFA has complete discretion in selecting the broker or brokers that it uses for client transactions and the commission rates that Clients pay such brokers. In selecting a broker for any transaction or series of transactions, AFA may consider a number of factors, including, for example:

 Net price, clearance, settlement and reputation;  Reputation financial strength and stability;  Efficiency of execution and error resolution;  Block trading and block positioning capabilities;  Willingness to execute difficult transactions;  Access to underwritten offerings and secondary markets;  Access to company management;  Market intelligence regarding trading activity;  Order of call;  Computerized trading systems; and  Availability of stocks to borrow for short trades. Research and Other Soft Dollar Benefits AFA may use “soft” or commission dollars when AFA makes a good faith determination that the commissions are reasonable in relation to the value of brokerage and research services provided, viewed in terms of either a particular transaction or our overall responsibilities to all Clients. AFA uses “soft” dollars in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”). Section 28(e) provides a “safe harbor” to advisers that use commission dollars of their advised accounts to obtain investment research and brokerage services that provide lawful and appropriate assistance to AFA in performing investment decision making responsibilities. Conduct outside of the safe harbor afforded by Section 28(e) is subject to the traditional standards of fiduciary duty under state and Federal law. Research products or services provided to AFA may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, and other products and services providing lawful and appropriate assistance to us in the performance of our investment decision-making responsibilities. This research may include both proprietary research or research created or developed by a third party. AFA is not obligated to seek the lowest transaction charge, except to the extent that it contributes to the overall goal of obtaining the best execution for Clients. A higher transaction charge on exchange and over-the-counter trades may be determined reasonable in light of the value of the brokerage execution and research products and services provided to us for the benefit of our Clients. Consistent with the requirements of best execution, AFA may from time to time enter into formal or informal arrangements with certain brokers (“Soft Dollar Brokers”) whereby the provision of research or brokerage execution services is explicitly dependent on the level of commissions and underwriting concessions generated by the Clients. In selecting Soft Dollar Brokers to initiate soft

dollar transactions, AFA will consider the capabilities of the Soft Dollar Broker to provide best execution. Trade Errors On occasion we may experience errors with respect to trades made on behalf of Client accounts. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, when the correct security is purchased or sold but for the wrong account, when the wrong amount is purchased or sold, or when a misallocation among the Clients occurs. We endeavor to detect trade errors prior to settlement and correct them in an expeditious manner. AFA will reimburse losses suffered by a Client as a result of a trade error caused by the Adviser as a result of gross negligence, willful misconduct or fraud. In addition, we will not correct a trade error made for one Client by causing the other Client to buy or sell the securities. Aggregation of Orders AFA manages assets for a number of clients, which may have the same or similar investment objectives. It is AFA’s policy to allocate investment opportunities that it identifies as being suitable for more than one Client fairly and equitably over time consistent with its fiduciary duties to Clients and taking into account all relevant facts and circumstances. Orders for the same investment entered on behalf of more than one Client may be aggregated, subject to the aggregation being in the best interests of all participating Clients, in order to facilitate execution and minimize transaction costs. For an aggregated order, AFA prepares a pre-trade allocation statement in advance of the trade that indicates how the Adviser intends to allocate the trade. If the executed order is not allocated pro rata in accordance with the pre-trade statement, AFA prepares a statement documenting the reason for the changed allocation.

AFA engages placement agents, or third-party solicitors, to whom it pays cash or a portion of the advisory fees paid by Clients for investors referred to it by those solicitors. In such cases where a solicitor is used, the solicitor and compensation arrangement are disclosed in writing to the potential investor being solicited. The receipt of compensation by a placement agent or third-party solicitor may create a conflict of interest and may affect the judgement of the placement agent or solicitor when making a recommendation for an investment in the AFA Funds. Any marketing fee or commission in connection with any investor referral activities, including ongoing payments, will be borne solely by AFA and not by the AFA Funds or Clients.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of AFA or the integrity of AFA’s management. Neither AFA nor any of our management personnel are subject to or have in the past been subject to any criminal or civil action in any domestic or foreign court, and neither AFA nor any of our management personnel have been subject to any administrative proceedings before the SEC or any other state, federal or foreign financial regulatory authority.

AFA’s portfolio managers and investment team are responsible for overseeing Client portfolios, including, but not limited to, monitoring investments on an ongoing basis. Portfolio managers and the investment team also hold ad hoc meetings as necessary to review all accounts. Those reviews take into account such matters as asset allocation, investment ideas, current events, investment strategies and Client positions. AFA’s Chief Financial Officer (“CFO”) and operations team reviews and reconciles Client portfolios on a daily basis to assure conformity with investment guidelines, restrictions and objectives. The CFO will advise the Portfolio Managers of any apparent anomalies. The Fund’s third-party Administrator, in conjunction with our operations team, provides monthly reviews and reconciliations of cash, positions and activity to the prime brokers in order to properly validate and account for all transactions. Monthly profit and loss are reconciled by the Administrator and is reconciled by the CFO and operations team. The monthly net asset value calculations are prepared by the Administrator and reviewed by the CFO and operations team. Investors in the AFA Funds receive a monthly statement of valuation, periodic unaudited performance information, no less than quarterly, and annual audited financial statements prepared

in accordance with U.S. generally accepted accounting principles by an accounting firm that is registered with and subject to regular inspection by the Public Accounting Oversight Board pursuant to rule 206(4)-2(b)(4)(ii).

AFA does not have physical custody of any Client assets. Because AFA or one of its affiliates acts as general partner of certain Funds, AFA is deemed to have custody of the assets of those Funds under SEC rules. AFA maintains the assets of all Clients with qualified custodians, within the meaning of Rule 206(4)-2 under the Advisers Act. The AFA Funds satisfy reporting requirements under that rule by furnishing audited financial statements annually to all investors in the Funds within time periods required under the rule.

AFA ordinarily has full discretionary authority, subject to any investment restriction set forth in the Offering Documents for a Client or in the investment management agreement with a Separately Managed Account, to manage and make determinations without obtaining the consent of the Client before the transactions are effected, including but not limited to: (i) buying and selling investment securities conforming to the investment guidelines and restrictions of each Client, (ii) the amount of securities to be bought or sold, (iii) the broker or dealer to be used, and (iv) commission rates paid.

We have general authority to vote proxies for our Clients. We adhere to our proxy voting policies and procedures that are designed to ensure that such proxies are voted in the best interest of each Client on a case-by-case basis. AFA makes all voting decisions on behalf of Client accounts based solely on our determination of the best interests of that Client account subject to any specific proxy

voting guidelines specifically requested by and agreed upon with Separately Managed Account Clients. The investors may not directly vote proxies. Upon request, we will provide investors with a copy of our proxy voting policies and procedures which are outlined in our Compliance Manual and Code of Ethics.

AFA has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of any bankruptcy proceedings.