Ararat Capital Management LP

Ararat Capital Management, LP (hereinafter “Ararat,” “we,” “us,” “our” or the “Firm”) is organized as a Delaware limited partnership. Ararat was formed on December 1, 2015, and maintains a principal place of business in Westport, Connecticut. Ararat Capital Management GP, LLC, a Delaware limited liability company, serves as general partner of the Firm (the “General Partner”). Ararat and the General Partner are each principally owned by Raffi Tokatlian (the “Principal”). We serve as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to accredited investors, as defined under the Securities Act of 1933, as amended, and qualified purchasers, as defined under the Investment Company Act of 1940, as amended. We do not tailor our advisory services to the individual needs of any particular investor. Ararat manages the following private, pooled investment vehicles:

Narrow River Capital Partners Master Fund, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”); Narrow River Capital Partners, LP, a Delaware limited partnership (the “Onshore Fund”); Narrow River Capital Partners, Ltd., a Cayman Islands exempted company (the “Offshore Fund”); and Mill Pond Capital Partners, LP, a Delaware limited partnership (the “Mill Pond Fund”).

The Onshore Fund and the Offshore Fund are collectively referred to as the “Feeder Funds.” The Master Fund, the Onshore Fund, the Offshore Fund, (collectively, the “Narrow River Funds”), and the Mill Pond Fund, are herein each referred to as a “Fund” or “Client,” and collectively referred to as the “Funds” or the “Clients.” The Onshore Fund’s “Limited Partners”, Offshore Fund’s “Shareholders”, and the Mill Pond Fund’s “Limited Partners” are hereafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds are subject to each Fund’s investment objectives and guidelines, as set forth in its respective “Offering Documents.” We may manage a separately managed account “Managed Account” in the future, as such any Managed Account would be subject to the investment objectives, guidelines and restrictions, fee arrangements and other terms individually negotiated with such Clients. The Firm has entered into and may enter into “side letters” or similar agreements with certain investors that may waive or modify the application of, or grant special or more favorable rights with respect to the Offering Documents to the extent permitted by applicable law. We do not currently participate in any Wrap Fee Programs. As of September 30, 2026, we have $ 422,993,202 in regulatory assets under management.

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The fees applicable to each of the Funds are set forth in detail in each Client’s corresponding Offering Documents. A brief summary of such fees is provided below. Management Fee Ararat is paid an investment management fee ("Management Fee") based on a percentage of the net asset value of the Funds, as set forth in the applicable Offering Documents. Ararat charges each Fund a Management Fee, generally payable monthly in advance on the first day of each month and based on the Fund's net asset value on that date. The Management Fee ranges from 1.00% to 1.75% per annum, depending on the Fund and share class. Per the Funds Offering Documents, a portion of the Management Fee may be paid to certain strategic investors in the Funds (the “Strategic Investors”) as a guaranteed payment. Ararat, in its sole discretion, may reduce, waive, assign, participate or otherwise share the Management Fee payable with respect to any Investor (including the General Partner and any affiliates) without the consent of, or notice to, any other Investor. Other Types of Fees or Expenses Ararat is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable. The Firm is responsible for all ordinary overhead expenses, including rent, furniture, fixtures, equipment, office supplies, computer equipment, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, analytical and support personnel. The Funds do not have their own separate employees or offices, and do not reimburse the General Partner or Ararat for salaries or office rent. Organizational Expenses The Feeder Funds will bear all of their organizational expenses and offering expenses and will each bear a pro rata share of the organizational and offering expenses of the Master Fund, up to a maximum as set forth in the Offering Documents, and will reimburse the General Partner and/or the Firm, as applicable, to the extent that either of them bears organizational or offering expenses on behalf of the Funds. Organizational and offering expenses in excess of such amount will be borne by Ararat. Narrow River Funds Operating Expenses The Feeder Funds will bear all of their expenses relating to its ongoing structure and operation, including, without limitation, all costs and expenses relating to the Feeder Funds’ (and the Feeder Funds’ pro rata share of the Master Fund’s) activities and operations (to the extent not reimbursed in connection with an investment), including, without limitation, all fees, costs and expenses associated (directly or indirectly) with the negotiation, financing, sourcing, acquiring, holding, monitoring, hedging, settling and disposing of investments or proposed investments; other transaction costs, including, without limitation, transaction fees, custodial fees, brokerage fees, commissions, consulting, advisory, due diligence, investment banking, legal, financial, auditing, accounting, research, third-party consulting and other professional -5-

fees and expenses related to investments and proposed investments, as well as all fees, expenses, interest payments and principal payments due to any lenders, investment banks and/or other financing sources in connection with the financing, sourcing, acquiring, holding, monitoring, hedging and disposing of investments or proposed investments; custodial fees, appraisal fees and expenses; all investment-related travel expenses and travel expenses related to the purchase, sale or transmittal of Feeder Fund and/or Master Fund assets; all entity-level taxes, fees and other governmental charges (including any withholding not due to the status or non-compliance by any particular Investor); the costs of any insurance (including, without limitation, general partner liability insurance, errors and omissions insurance, directors and officers insurance, if any, and other insurance policies with respect to the Feeder Funds’ business and affairs); directors’ fees; expenses incurred in the collection of monies owed to the Feeder Funds (or to the Master Fund, as applicable); Management Fees; expenses related to mixed-use hardware and software and other technology and services; legal, regulatory, compliance, auditing, research and accounting fees and expenses (including, without limitation, fees and expenses of any administrator of the Funds (including the Administrator, as defined within the Offering Documents)); expenses associated with the preparation and delivery of financial statements and tax returns, if any; extraordinary expenses (including, without limitation, litigation related and indemnification expenses, whether payable in connection with a proceeding involving the Funds or otherwise, and including the amount of any judgment or settlement paid in connection therewith); the costs of any reporting to Investors; reasonable expenses incurred in connection with any meetings of Investors and reasonable expenses of the members and meetings of any committee of the Funds; any “broken deal” or failed transaction expenses; expenses incurred in connection with the dissolution, liquidation and termination of the Funds; and expenses incurred in connection with the preparation of amendments to the Offering Documents. From time to time, the General Partner, the Firm and/or their affiliates may elect to bear certain expenses on behalf of the Funds that would otherwise be Fund expenses. The General Partner, the Firm and/or their affiliates will not have any obligation to bear such expenses and may elect at any time (in whole or in part) to no longer bear such expenses on behalf of the Funds. In general, each Investor will bear its proportionate share of the expenses of the Funds on a pro rata basis with respect to the size of its Capital Account (for the Onshore Fund) or value of its Shareholder Shares (for the Offshore Fund). The General Partner may, however, allocate expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if the General Partner determines that such an allocation is more equitable. Mill Pond Fund Operating Expenses Ararat has voluntarily agreed to cap the Mill Pond Fund’s annual Fund expenses at 0.50% (50 bps), with any excess borne by Ararat. The cap covers ordinary operating expenses and the currently amortized portion of offering and organizational expenses, and excludes the Management Fee and any extraordinary expenses. Ararat may modify or discontinue this voluntary cap at any time. The Mill Pond Fund will bear expenses, which will include, without limitation, all costs and expenses relating to the Fund’s activities and operations (to the extent not reimbursed in connection with an investment), including, without limitation, all fees, costs and expenses associated (directly or indirectly) with the negotiation, financing, sourcing, acquiring, holding, monitoring, hedging, settling, and disposing of investments or proposed investments, other transaction costs, including, without limitation, transaction fees, custodial fees, brokerage fees, commissions, consulting, advisory, due diligence, investment banking, legal, financial, auditing, accounting, research, third-party consulting and other professional fees and expenses related to investments and proposed investments, as well as all fees, expenses, interest payments and principal payments due to any lenders, -6-

investment banks and/or other financing sources in connections with the financing, sourcing, acquiring, holding, monitoring, hedging and disposing of investments; custodial fees, appraisal fees and expenses; all investment-related travel expenses and travel expenses related to the purchase, sale or transmittal of the Mill Pond Funds assets; all taxes, fees and other governmental charges (including any withholding taxes that are Investor-Related Taxes); the costs of any insurance (including, without limitation, general liability insurance, errors and omissions insurance, directors and officers insurance, if any, and other insurance policies with respect to the Funds business and affairs); directors fees, expenses incurred in the collection of monies owed to the Fund, Management Fees, expenses related to mixed use hardware and software and other technology and services; legal, regulatory, compliance, auditing, research and accounting fees. The Mill Pond Fund will also bear all of its organizational expenses and offering expenses and will reimburse the General Partner and/or Ararat. In general, each Investor will bear its proportionate share of the expenses of the Mill Pond Fund on a pro rata basis with respect to the size of its Capital Account. The General Partner may, however, allocate expenses on another basis, including by allocating certain expenses to certain (but not all) Investors, if the General Partner determines that such an allocation is more equitable.

The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. Investment Objective Narrow River Funds. The Narrow River Funds employ a long/short equity investment strategy. The Funds seek to compound capital at a positive absolute rate of return measured over multi-year periods, irrespective of market conditions. In order to achieve this goal, the Narrow River Funds opportunistically enter into long and short positions in equity securities of companies across sectors and geographies, purchase securities on margin, enter into overthe-counter derivatives, including, without limitation, equity derivatives or foreign exchange hedges. There is a particular emphasis on companies of small- to medium-sized market capitalization. The Master Fund’s portfolio is comprised of core investment positions which are managed dynamically through an analytically influenced process. -8-

The Master Fund’s portfolio is expected to include (i) long positions in securities of companies where the Firm believes it has identified a fundamental value driver for capital appreciation; and (ii) short positions in securities of companies where the Firm believes there are one or more fundamental drivers for business deterioration or performance below expectations. The investment strategies described herein are those that the Firm typically employs on behalf of the Narrow River Funds. However, there are no limitations on the investment strategies that the Narrow River Funds may employ or types of assets in which they may invest, and the Firm may adjust the strategy that it pursues or the asset classes in which the Narrow River Funds invest opportunistically to respond to, or to take advantage of, changing market conditions and new investment opportunities. Mill Pond Fund. The Mill Pond Fund employs a long/short equity investment strategy. The Mill Pond Fund seeks to compound Investor capital at a rate exceeding the small-cap indices’ rate of return measured over multi-year periods, irrespective of market conditions. In order to achieve this goal, the Mill Pond Fund will opportunistically enter into long and short positions in equity securities of companies across sectors and geographies, purchase securities on margin, and enter into over-the-counter derivatives, including, without limitation, equity derivatives or foreign exchange hedges. There will be a particular emphasis on companies of small- to medium-sized market capitalization. The Mill Pond Fund’s portfolio will be comprised of core investment positions which are managed dynamically through an analytically influenced process. The Mill Pond Fund’s portfolio is expected to include (i) long positions in securities of companies where Ararat believes it has identified a fundamental value driver for capital appreciation; and (ii) short positions in securities of companies where the Firm believes there are one or more fundamental drivers for business deterioration or performance below expectations. Risk Management The Funds’ investment program is speculative and entails substantial risks. There can be no assurance that the investment objectives of the Funds will be achieved or that the Funds will be profitable, and results may vary substantially over time. The Firm will focus on managing risk through the quality of its investment process and monitoring of investments. Risk of Loss Factors An investment involves significant risks and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Ararat. The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. -9-

Market Risk All securities investments risk the loss of capital. No guarantee or representation is made that the Funds will achieve their investment objective or that investors will not lose all or substantially all of their investment in the Funds. Market risk is a factor in any investment and the success of the Funds’ activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds’ investments), tax considerations and tax treatment, trade barriers, currency exchange controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors may affect the level and volatility of the prices and liquidity of the Funds’ investments and could impair the Funds’ profitability or result in losses. Ararat may consider some or all of these factors when making trading decisions. The Funds could incur material losses even if Ararat reacts quickly to difficult market conditions, and there can be no assurance that the Funds will not suffer material losses and other adverse effects from broad and rapid changes in market conditions in the future. Investors should realize that markets for the financial instruments in which the Funds will seek to invest can correlate strongly with each other at times or in ways that are difficult for the Firm to predict. Even a well-analyzed approach may not protect the Funds from significant losses under certain market conditions. General Economic Conditions and Recent Events. Various sectors of the global financial markets have recently experienced extended periods of market volatility, such as disruptions in global supply chains, natural disasters due to climate change, high inflation, the ongoing invasion of Ukraine by Russian forces, the Israel-Hamas conflict, the U.S.-Israeli-Iranian military conflict, recent conflicts in the Middle East and Venezuela and U.S. tariffs on Canada, Mexico, Europe and China. These geopolitical conditions continue to disrupt global markets having an adverse effect on the financial markets domestically and globally. Consumer and business confidence could increase market volatility and reduce liquidity, which could cause a materially adverse effect on the Funds’ performance and overall ability to achieve its investment strategies. Special Situation Investments The Funds may invest in companies involved in, or the target of, acquisition attempts or tender offers or in companies involved in or undergoing workouts, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, a Fund may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of the transactions involving financially troubled companies in which a Fund may invest, there is a potential risk of loss by a Fund of its entire investment in such companies. Use of Leverage The Funds may employ leverage in connection with its investment strategies and/or for any other purpose deemed necessary, desirable or appropriate by the Firm and/or the General -10-

Partner from time to time. The use of leverage increases both the possibility for gain and the risk of loss. Loans typically will be secured by the Funds’ securities and other assets. Under certain circumstances, a lender may demand an increase in the collateral that secures such obligations, and if a Fund is unable to provide additional collateral, the lender could liquidate assets held in the account to satisfy such obligations. Liquidation in that manner could have extremely adverse consequences. In addition, the amount of a Fund’s borrowing and the interest rates on that borrowing, both of which will fluctuate, may have an effect on a Fund’s profitability. Options The Funds may engage in the trading of options when appropriate. Such trading involves risks substantially similar to those involved in trading margined securities in that options are speculative and highly leveraged. Specific market movements of the securities underlying an option cannot accurately be predicted. The purchaser of an option is subject to the risk of losing the entire purchase price of the option. The writer of an option is subject to the risk of loss resulting from the difference between the premium received for the option and the price of the security underlying the option which the writer must purchase or deliver upon exercise of the option. Derivatives The Funds may invest in derivative financial instruments. In addition, the Funds may, from time to time, utilize both exchange-traded and over-the counter futures, options and contracts for differences, for hedging purposes, as well as other derivatives. Regulatory restraints may restrict the instruments that the Funds may trade. Such derivative instruments are highly volatile, involve certain special risks and expose investors to a high risk of loss. The low initial margin deposits normally required to establish a position in such instruments permit a high degree of leverage. As a result, a relatively small movement in the price of a contract may result in a gain or a loss which is high in proportion to the amount of funds actually placed as initial margin, and may result in unquantifiable further losses exceeding any margin deposited. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Risks of Foreign Investments The Funds may invest in securities of foreign companies, governments and government agencies. Investing in such securities, which are generally denominated in foreign currencies, and the use of forward foreign currency exchange contracts, involves unusual risk not typically associated with investing in securities issued by U.S. companies or by the U.S. government or its agencies or instrumentalities. The Funds may be affected favorably or unfavorably by exchange control regulations or changes in the exchange rate between such currencies and the U.S. dollar. Moreover, individual foreign economies may compare unfavorably with the U.S. economy in growth of gross national product, rate of inflation, rate of savings and capital reinvestment, resource self-sufficiency, balance-of-payment positions and in other respects. Some of the countries in which the Funds may invest have laws and regulations that currently preclude or severely restrict direct foreign investment in securities of their companies. Securities of some foreign companies are less liquid and their prices are more volatile than securities of comparable U.S. companies. Investing in foreign securities creates a greater risk of securities clearance and settlement problems. Further, some of the securities in which the Funds may invest may be thinly traded and relatively illiquid or may cease to be traded after the Funds invest in them. In addition to being illiquid, such securities may be issued by unseasoned companies and may be highly speculative. In addition, the Funds occasionally may acquire relatively large positions in a few securities. In such cases, and in the event of extreme -11-

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Our clients are the Funds, as described in Item 4 above, and the Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors. Investors will generally be required to make a minimum initial investment of $5,000,000. Notwithstanding the foregoing, the Funds may waive such minimum or otherwise accept subscriptions in lesser amounts. Interests will be offered and sold exclusively to Investors satisfying the applicable eligibility and suitability requirements to comply with applicable federal securities laws and regulations.

We and our affiliates are entitled to performance-based compensation. As a result, we and our affiliates do not face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some Clients, but not from other Clients. Generally, the applicable General Partner is entitled to an annual incentive allocation (the “Incentive Allocation”), the terms of which vary by fund as follows:

Narrow River Funds: 20% incentive allocation, subject to a high watermark. Mill Pond Fund: 25% (Founders Class A) or 30% (Class A) of returns above the Russell 2000 Total Return Index (RUTTR), net of the Management Fee, subject to a Management Fee Carryforward and Underperformance Recovery Account (no high watermark).

A portion of the Incentive Allocation may be allocated to the Strategic Investors in their capacity as special limited partners of the Funds. In addition, in the sole and absolute discretion of the General Partner, a portion of the Incentive Allocation may be allocated to employees of, or other service providers to, Ararat, or its affiliates as special limited partners of the Funds. The balance of the Incentive Allocation will be allocated to the General Partner. The Strategic Investors generally may withdraw their applicable portion of the Incentive Allocation at any time (generally, at month end) upon notice to Ararat. Employees of, or service providers to, Ararat or its affiliates generally may withdraw their applicable portion of the Incentive Allocation on a monthly basis. The General Partner shall have the right to reduce, waive, assign, grant participation in or otherwise share the Incentive Allocation allocable with respect to any Investor (including any affiliates of Ararat) without the consent of, or notice to, any other Investor. Performancebased allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement. Side by Side Management -7-

The applicable General Partner receives performance-based compensation in the form of Incentive Allocations from the Funds. The Funds are subject to different Incentive Allocation terms. The Mill Pond Fund is subject to an Incentive Allocation of 25% to 30%, while the Narrow River Funds are subject to an Incentive Allocation of 20%. The Firm therefore has an incentive to favor the Mill Pond Fund, including in the allocation of investment opportunities. Certain Investors, including the Principal and employees of Ararat and its affiliates, are not subject to the Management Fee or Incentive Allocation, or are subject to reduced rates. Because these Investors invest in the same Funds and on the same basis as other Investors, this does not affect how investment opportunities are allocated among the Funds. The Firm addresses these conflicts through its pari passu allocation policy. Under that policy, investment opportunities are allocated among Clients with the same or similar investment objectives on a pari passu basis, as described in Item 12. Compliance periodically reviews allocations among Clients to confirm consistency with the policy. Please refer to each Fund's Governing Documents for a more detailed description of the applicable Incentive Allocation.

Neither we nor our management persons are registered as broker-dealers or has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively. Ararat’s General Partner meets the definition of an exempt commodity pool operator ("CPO") with the U.S. Commodity Futures Trading Commission (“CFTC”). The Firm or the Fund General Partner, as applicable, will file for CFTC Rule 4.13(a)(3) exemptions for each of the Funds. Pursuant to an applicable exemption, Ararat is also exempt from registration with the CFTC as a commodity trading advisor (“CTA”). Narrow River Capital Partners GP, LLC, and Mill Pond Capital Partners GP, LLC, both Delaware limited liability companies, serve as the General Partners to certain Ararat Funds and are affiliated with Ararat.

Code of Ethics Ararat has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also -15-

are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles:

Employees must at all times place the interests of the Clients and Investors first; Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and Employees should not take inappropriate advantage of their position at the Firm.

Personal Trading Employees are not permitted to maintain personal brokerage accounts for the purpose of trading “Reportable Securities” (as defined in the Code of Ethics, and which includes a wide variety of investments such as stocks, bonds, fixed income, options, warrants, futures, and derivatives) except for the purpose of holding or liquidating any such holdings after the commencement of employment. Employees are permitted to liquidate positions held at the time of employment in Reportable Securities (a “Liquidating Trade”) subject to pre-clearance by the CCO. Employees are prohibited from participating in Initial Public Offerings (“IPOs”). Employees are also prohibited from personally, or on behalf of a Client, purchasing or selling securities that appear on the Firm’s Restricted List. Employees must obtain pre-approval from the CCO before (i) engaging in any outside business activities or (ii) making any private investments. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises. Participation or Interest in Client Transactions Generally, Ararat will not engage in principal transactions or agency cross transactions. In the event that Ararat transacts a principal transaction or agency cross transaction, such transaction may be effected only if: (i) doing so is in the relevant Client’s best interests; (ii) the Firm makes disclosure to all relevant Clients and obtains their written consent prior to the settlement of the transaction (or, in the case of an agency cross transaction, has obtained a blanket consent from the Client); and (iii) the CCO pre-approves of the transaction in writing.

Ararat is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We also have the authority to select and appoint custodians of the assets of the Funds. The Firm’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. -16-

Best Execution In selecting an appropriate broker-dealer to effect a Client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a Client in such a manner that a Client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, Ararat may consider, among other factors, the ability to achieve prompt and reliable executions; the ability to obtain access to a security; the financial stability and reputation of the particular broker-dealer; the quality, comprehensiveness, frequency of available research and related services considered to be of value to the Funds and the competitiveness of commission rates in comparison with other broker-dealers satisfying the General Partner’s and Ararat’s other selection criteria. Neither Ararat nor any related person receives Client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds. The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a Client. Any research, services or property provided by a broker may benefit any Client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Soft Dollars The Firm may use “Soft Dollars.” In such cases, Soft Dollar credits, generated by the Funds’ trading activities, would be used to purchase brokerage and research services or products that would otherwise have been a Fund expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Allocation of Investments Ararat may allocate investment opportunities among the Funds in any manner that it reasonably determines to be necessary, desirable or appropriate, in accordance with its allocation policy. If an investment is appropriate for one or more of the Funds, the investment generally will be allocated among Funds pro rata based upon the respective net asset values of such Funds. However, Ararat, in its reasonable discretion, may make non-pro rata allocations among the Funds based upon a variety of factors including, among other things, investment program and investment objectives, investment capacity, amount of deployed and undeployed capital, fixed investment periods, if any, available leverage, desired leverage or available cash, tax, legal and regulatory considerations, the overall portfolio composition of such Funds, tolerance for volatility and risk, desired concentration, exposure and diversification targets, liquidity needs, different terms governing the Funds, and the risk profile and investment guidelines and restrictions, including limitations with respect to leverage for such Funds. Where Narrow River Funds obtain exposure through a total return swap (generally on nonU.S. securities), the Mill Pond Fund holds the underlying security directly, as it does not currently have sufficient assets under management to support swap trading arrangements. In these cases, the economic exposure is allocated pro rata, and only the instrument used -17-

differs. To the extent any Fund does not have sufficient capital available to fund its pro rata allocation of any particular investment (whether as a result of such Fund’s existing investments, reserves for anticipated future cash needs, or otherwise), such Fund will participate in such investment only to the extent of its capital available to do so, and any excess amount that otherwise would have been allocated to such Fund for such investment will instead be allocated to other Funds, as applicable, as described above, to avoid odd-lots, when a pro rata allocation would result in a de minimis allocation to one or more Funds and/or such other factors that Ararat determines are consistent with fair and equitable treatment of all Funds over time. As a result, performance results among the Funds likely will differ. Similarly, although sales of investments held by multiple Funds are generally expected to be sold by the Funds on a pari passu basis, Ararat may, in its reasonable discretion, sell investments from various Funds on a non-pro rata basis, based on a variety of factors, including those described above in respect of allocations of investment opportunities. Accordingly, it is possible that one Fund may be selling an investment, while another Fund is retaining or investing more capital in the same investment.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals.

There are no legal or disciplinary events that are material to an Investor's or prospective Investor's evaluation of our advisory business or the integrity of our management.

Our Portfolio Manager and investment professionals continuously monitor and analyze the transactions, positions and investment levels of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in each Fund’s Offering Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We perform various periodic reviews of each Client’s portfolio. Such reviews are conducted by our officers. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of the Funds’ fiscal year end. We also may distribute other interim reports to Investors.

We will comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (“PCAOB”), we will distribute the Fund’s audited financials to Investors within 120 days of such Fund’s fiscal year end.

We will have full discretionary investment authority with respect to the Funds, including -18-

authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Fund’s best interests and is in line with the Fund’s investment objectives. We may take into account all relevant factors, as determined by us in our discretion, including, without limitation:

the impact on the value of the securities or instruments owned by the relevant Client and the returns on those securities; the anticipated associated costs and benefits; the continued or increased availability of portfolio information; and industry and business practices.

Generally, Clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request.

We are not required to include a balance sheet for our most recent fiscal year. In addition, we are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients and have not been the subject of a bankruptcy petition at any time during the past ten years.

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