Arini Capital Management Ltd

Arini UK is a private limited company registered in England & Wales and was established in 2021. In addition to registration with the SEC, Arini UK is authorized and regulated by the Financial Conduct Authority (“FCA”). In 2023, Arini Arini US, which is a controlled affiliate with its principal office in New York, NY. Arini US provides sub-advisory services to Arini UK as memorialized in a sub-advisory agreement. Through the sub-advisory agreement, Arini US provides research, marketing and investment advisory services to Arini UK. Arini US may exercise discretionary trading authority with respect to Arini UK’s Advisory Clients (as defined below) from time to time, to the extent such trading authority is delegated to it by Arini UK subject to the overall control and responsibility of Arini UK. In 2025, Arini established Arini Capital Management (ME) Limited (“Arini ME”), which is an exempt reporting adviser and a controlled affiliate with its principal office in Abu Dhabi, United Arab Emirates. Arini ME provides sub-advisory services to Arini UK as memorialized in a sub-advisory agreement. Through the sub-advisory agreement, Arini ME provides investment advisory services to Arini UK. Arini is principally owned by Hamza Lemssouguer. Arini is a specialized alternative asset manager focused on credit markets through a fundamental and opportunistic approach to credit investing. Arini may invest in a broad array of financial instruments. Please refer to Item 8 for a discussion of Arini’s strategies and types of credit instruments used. Arini provides discretionary investment advisory services to its clients (“Advisory Clients”), which include privately offered pooled investment vehicles (the “Private Investment Funds”). Arini UK’s investment advisory services also include serving as a collateral manager to entities that operate as collateral loan obligations (“CLOs” and collectively with the Private Investment Funds, the “Funds”). Relatedly, Arini manages a CLO risk retention vehicle to ensure compliance with EU securitization regulation for issuance of CLOs. Furthermore, Arini manages its US Risk Retention vehicle and Arini US CLOs and additionally launched its private credit direct lending and assetbacked finance strategies. When managing its Advisory Clients, Arini UK manages each Advisory Client within the guidelines and restrictions set forth in the Advisory Client’s legal documents and within the respective regulatory guidelines or limitations. Related to the Funds, investment advice is provided directly to the Funds and not individually to investors in the Funds (“Fund Investors”). Arini, or an affiliate, may, in its sole discretion as portfolio manager to the Funds (and prospective Funds), use side letters or other agreements to modify certain offering terms of a Fund for investors in that Fund. Arini has full responsibility for the operations in respect of the Advisory Clients. As of December 31, 2025, Arini UK managed $35,527,062,904 of Advisory Client regulatory assets under management on a discretionary basis. As of December 31, 2025, Arini US exercised discretionary

trading over certain of Arini UK’s regulatory assets, totaling $27,990,857,842. As of the date of this brochure, Arini does not manage any assets on a non-discretionary basis.

Arini generally charges each applicable Advisory Client an asset-based investment management fee calculated on the value of that Advisory Client’s assets under management, which are generally paid in advance. In addition, certain Advisory Clients also pay Arini a performance-based fee or incentive allocation. These fees/allocations are compensation to Arini that is based on a share of capital gains on or capital appreciation of the assets of the respective Advisory Client. Fund Investors generally are subject to these management fees and/or performance-based fees or incentive allocations, as applicable, through their investment in a particular Fund. Arini fees are generally deducted from each Private Investment Fund account by the respective Fund’s administrator. The specific manner in which fees are charged by and paid to Arini is established in written agreements with the Funds. For the details concerning applicable fees, including the calculation and payment of the fees, for Advisory Clients, please refer to the respective Fund’s offering documents. Arini generally charges performance-based compensation to applicable Advisory Clients. Details regarding the calculation and payment of the performance-based compensation for specific Advisory Clients are contained within the respective Advisory Client’s governing documents. Arini US has entered into a cost-plus service agreement with Arini UK with respect to the advisory services provided through the sub-advisory agreement for the current financial year. For managing CLOs, Arini receives management fees and may receive performance-based fees in connection with its serving as collateral manager, sponsor and/or originator to the CLOs. The specific fee rates and the methodology for calculating and billing these fees are described in detail in the governing documents of the CLOs. With respect to certain Advisory Clients, the performance-based compensation is paid to Arini’s affiliate (instead of Arini). Accordingly, to the extent applicable, Arini and such affiliate are collectively referred to in this Item 5 and Item 6 as “Arini”. The management fee for certain Advisory Clients may have transaction fee offsets. For applicable Advisory Clients, the specific information regarding the transaction fee offsets is contained within the respective Advisory Client’s governing documents. Some Fund Investors pay more or less than other Fund Investors for the same management services, depending, for example, on when a Fund Investor subscribes (e.g., on a Fund’s inception date), investment strategy, number of related investment accounts or total client assets under management with Arini. In this regard, Arini has waived or modified fees (and may continue to do so) for Advisory Clients owned by, or Fund Investors that are, members, principals, employees or affiliates of Arini and relatives of such persons and certain early, large or strategic investors. In addition to paying investment management fees and/or incurring performance-based fees/allocations, as applicable, as laid out in the applicable governing documents, Advisory Clients,

including the Funds, typically pay all of their own operating and investment expense including, but not limited to, fees and expenses related to the below items: Organizational and Offering Costs The organizational and ongoing expenses in connection with the offer, issuance and placement of the investments; explanatory and other memoranda; costs relating to obtaining investor identity information or investor licenses in various countries, as required; costs relating to the preparation, execution and amendment of legal documentation constituting the Funds, and legal documentation entered into by the Funds, including with service providers; costs of stationery; fees of the general partner and the board of directors of the Funds; costs of the meetings of the general partner and meetings of the board of directors of the Funds and travel expenses to such meetings and any other reasonable expenses approved by the general partner or the board of directors of the Funds. Trading/Transaction Expenses Professional fees (including, without limitation, fees and expenses of consultants, finders, financial advisers, investment bankers, attorneys, accountants, rating agencies and other experts) relating to the investments of the Funds and other fees and expenses relating to the acquisition, holding and disposition of investments of the Funds, without limitation, exchange listing and securities licensing fees, as applicable; third-party research; portfolio pricing services; travel related to management of investment activities; broken deal expenses (including, without limitation, legal, tax, accounting, brokers, consultants, due diligence experts, investment bankers, lenders, custodians, attorneys, ESG advisors, third-party diligence software and other service providers and similar professionals and experts), whether or not any contemplated transaction or project is consummated and whether or not such activities are successful or otherwise completed; expenses relating to the Funds’ borrowings, including, without limitation, borrowings of cash or securities; expenses relating to prime brokerage and other margin facilities to the Funds; custodial and depositary fees and expenses; expenses relating to short sales; clearing and settlement charges; expenses relating to reorganizations and restructurings involving the Funds’ investments; extraordinary expenses; expenses relating to operating investment arrangements including, without limitation, subsidiary companies necessary for accessing certain markets or instruments; expenses relating to investor and public relations; expenses of registering or qualifying the investments for sale or purchase; exchange memberships; exchange fees, transaction fees, brokerage fees and commissions or other costs of acquiring or disposing of investments of the Funds, including, without limitation, legal and accounting costs; bank service fees and interest expenses; any other costs related to the purchase, sale, transfer or processing of investments of the Funds. Certain Advisory Clients will indirectly bear collateral management fees or similar fees, including fees that are received by Arini or an affiliate. Please see Item 12 for more information on Arini’s brokerage and trade allocation practices. Market Data and Other Technology Related Expenses Market data and other data costs including, without limitation, real-time, non-real-time and historical market data licensing fees, fees for third party databases and news services and payments for alpha capture strategies; costs attributable to certain software including, without limitation, database, middleware, mathematical, statistical and analytics software license fees and associated

consulting, installation and maintenance fees; costs attributable to hardware, including, without limitation, computers, specialized hardware, connectivity hardware such as network equipment (e.g., telephone and fiber optic lines) and storage space and related consulting, installation and maintenance fees; costs associated with custom development; data center costs including, without limitation, leasing space, power and installation costs; costs of servicing, maintaining and operating hardware, software and networks including, without limitation, recovery services; depreciation costs associated with production hardware; technology costs associated with connecting to trading venues, trading counterparties, prime brokers of the Funds, and similar service providers. Administration Fees (i) The Funds’ administrators and their affiliates receive administration fees from the Funds; and (ii) certain other one-off transaction fees at rates and out-of-pocket expenses specified in the relevant administration agreement. Accounting, Tax and Related Expenses Auditing, accounting and tax preparation expenses; any VAT; costs relating to preparing PFIC information statements and other documents necessary to reasonably assist investors in their tax affairs; and fees and out-of-pocket expenses of any service company retained to provide accounting and bookkeeping services to the Funds; taxes and regulatory fees, including, without limitation, taxes linked to hosting hardware in some countries and financial transaction taxes. Legal, Insurance and Related Expenses Legal expenses; insurance premiums relating to Funds; any costs and expenses incurred in connection with any actual or potential claim, litigation, arbitration, mediation, government investigation or dispute in connection with Arini and the amount of any judgment or settlement paid in connection therewith; or the enforcement of the Funds’ rights against any person or entity (including in respect of investment positions); and costs and expenses for indemnification or contribution paid by the Funds to any person or entity; expenses related to making corporate or regulatory filings for the Funds; costs relating to directors’ and officers’ liability insurance for the directors; costs relating to the liability insurance for the officers of Arini and the directors and officers of the Funds; other extraordinary expenses. Redemptions, Transfers, Communications with Shareholders/Investors and Similar Expenses Expenses relating to transfers and redemptions of investments and printing, mailing and similar expenses, including, without limitation, expenses of preparing, printing and distributing reports, financial statements, notices, distributions and other documents to shareholders/investors and potential investors; costs of investor meetings. Arini has a fiduciary duty to its Advisory Clients and Fund Investors, owing them an affirmative duty of utmost good faith and full and fair disclosure of all material facts. Accordingly, Arini will seek to ensure that each Advisory Client only bears expenses that are permissible under the relevant

Advisory Client’s governing documents and/or disclosure documents, and that shared expenses are allocated among Advisory Clients in a fair and reasonable manner. Please refer to the applicable governing documents for a detailed listing of the types of expenses that may be allocated to a specific Advisory Client.

Methods of Analysis Arini takes a fundamental and opportunistic approach to credit investing. The team invests across the credit spectrum with the goal of generating alpha across its funds. The investment strategies described below are set forth in detail in the governing documents for each Private Investment Fund. Arini adapts a disciplined and comprehensive approach to sourcing ideas including, but not limited to, (a) regularly screening the opportunity universe for mispricing, (b) identifying investment opportunities from thematic and industry trends, (c) utilizing our network of market participants, and (d) understanding market and stakeholder dynamics. Arini conducts fundamental research, which is rooted in understanding the fundamentals of a credit, how that translates into value and how the value subsequently may flow to the various holders of debt and equity. Investment Strategies Arini’s credit long/short strategy aims to deliver uncorrelated absolute returns through a fundamental, opportunistic investment approach, implemented through both long and short positions (the “The Flagship Strategy”). The Flagship Strategy is designed to be flexible in order to take advantage of short-term market dislocations, stressed opportunities and broader credit distortions identified through extensive analysis. Trading in this strategy will include a broad range of credit instruments including investment-grade bonds, high-yields bonds, senior loans and credit default swaps. Credit, credit-like, and structured credit instruments including but not limited to investment-grade bonds, high-yields bonds, loans and credit default swaps (including single name, indices or bespoke baskets), collateral loan obligations and collateral bonds obligations. Whilst the primary investments of this strategy will be in credit, credit-like, and structured instruments and derivatives thereof, the Flagship Strategy will retain maximum flexibility to invest in other securities and instruments. In addition, the strategy may invest in cash equivalents (such as money market funds) and may hold, on a temporary and ancillary basis, significant cash balances. Arini’s structured credit equity strategy aims to generate current income and long-term capital appreciation primarily by investing in equity tranches of collateralized and synthetic credit obligations (the “Structured Credit Equity Strategy”). As part of the strategy, Arini may invest from time to time on behalf of its clients in: (i) rated and unrated warehouse securities and (ii) mezzanine tranches of collateralized/synthetical obligations, as market conditions permit. Arini believes that its analysts’ credit selection capabilities and technical knowledge are key to retaining upside convexity of the asset class while identifying value in an environment of increasing credit risk and dispersion within sections. The multi-layered approach to risk management consists of the portfolio management team’s daily monitoring in addition to proprietary risk systems and independent internal risk oversight and review.

Arini’s opportunistic credit strategy aims to generate current income and long-term capital appreciation by opportunistically investing in a range of public and private debt and debt-like instruments (the “Credit Opportunities Strategy”). The strategy will seek to adopt a flexible approach to take advantage of market dislocations, stressed opportunities and broader credit valuation distortions which Arini identifies through extensive analysis. The Credit Opportunities Strategy takes a fundamental, value-based approach, with a focus on opportunities with a quantifiable medium-term catalyst and typical duration of up to three years. Arini will aim to benefit from the intellectual property developed through Arini’s experience making active long and short investments across the capital structure in the investment grade, high yield, loan and structured credit markets. The strategy may invest in long-term and illiquid investments, including, but not limited to, debt securities and other income-producing investments, investment grade and high yield corporate bonds, public and private loans, structured credit, sovereign debt and foreign exchange investments. The investments may include special situations and longer-term public investments, including distressed debt, with the ability to flexibly deploy capital based on market opportunity. The strategy will seek to make opportunistic investments globally, with a focus on Europe, and has the flexibility to invest in all parts of the capital structure. The Credit Opportunities Strategy may also make short-term investments for cash management and hedging purposes. Arini’s direct lending strategy aims to generate attractive generate attractive risk-adjusted returns, primarily through current income generation, by providing diversified exposure to performing private credit financings for mid-cap borrowers across Europe and to a lesser extent, the U.S., Canada, Australia, New Zealand, Japan and South Korea (the “Direct Lending Strategy”). The strategy will seek to maximise the value of investments by capitalising on Arini’s strategic alliance between it and its sourcing provider to complement the deal flow generated through Arini’s inhouse proprietary origination channels by investing in a range of private credit facilities for middlemarket non sponsor-owned and sponsor-owned borrowers in Europe to support M&A, organic and inorganic growth initiatives, and refinancing requirements. The Direct Lending Strategy will be open to investment opportunities in a variety of industry sectors across the capital structure, although the majority of the portfolio is expected to be composed of senior secured credit facilities. Arini’s asset-backed finance strategy aims to generate attractive risk-adjusted returns, primarily through income generation, by providing diversified exposure to asset-backed finance investments primarily across Europe (the “Asset-Backed Finance Strategy”). The strategy seeks to capitalize on the ongoing structural shifts in the lending markets. As banks withdraw from various segments, non-bank lenders and fintech platforms are stepping in, utilizing technology and data to originate, underwrite and service asset pools. Arini aims to partner with these platforms by providing tailored funding solutions which leverage Arini’s existing expertise in credit investing, industry insights and robust network. Additionally, the strategy aims to collaborate with banks seeking capital relief solutions through forward flow agreements, portfolio sales, synthetic risk transfers (SRT), and securitization of portions of their granular loan portfolios. Arini also manages a number of private investment funds-of-one for certain Advisory Clients. Such funds-of-one include (i) a fund that invests in the Flagship Strategy, the Structured Credit Equity Strategy and the Credit Opportunities Strategy and (ii) a co-investment vehicle which may or may not invest alongside a strategy managed by Arini.

Risks Investing in securities involves significant risks, including the risk of loss of some or all of an investment. An investment in the Advisory Clients may be deemed speculative and is not intended as a complete investment program. They are designed only for experienced and sophisticated persons who are able to bear the risk of substantial impairment or total loss of their investment in the Advisory Clients. Prospective investors should seek advice from their legal, tax, and financial advisors prior to making an investment with Arini. The following summary identifies the material risks related to Arini’s significant investment strategies and should be carefully evaluated before making any investment in Advisory Clients managed or advised by Arini; however, the following does not intend to identify all possible risks of an investment in Advisory Clients managed or advised by Arini or provide a full description of the identified risks. General Risks Investment Risks in General. Investing in the Advisory Clients will involve certain considerations in addition to the risks normally associated with making investments in securities. The Advisory Clients’ net asset value and any income therefrom may go down as well as up and there can be no assurance that upon redemption, sale or otherwise, investors will receive back the amount originally invested or that there will be any return of capital. Investment results will vary on a monthly, quarterly or annual basis. Any investment in the Advisory Clients is at risk of a total loss of invested capital. Arini cannot predict, measure or hedge all market or other risks linked to the Advisory Clients’ investment strategy. Arini may choose, or may determine that it is economically appropriate, to not hedge certain risks, and may instead rely on diversification in an attempt to mitigate the risks. However, the Arini is not limited by any specific policies or requirements for diversification or risk mitigation. As a result, Advisory Clients may become concentrated in a single issuer, industry, originator, sector, strategy, geographic region or asset class and the concentration of risk may increase losses suffered by the Advisory Clients. Limited diversification may cause greater volatility than would otherwise be the case, and could expose the Advisory Clients to losses disproportionate to market movements in general. Risks associated with different assets held by the Advisory Clients may become correlated in unexpected ways, with the result that the Advisory Clients become exposed to unforeseen risks. Limited Operating History. The Advisory Clients have only a limited operating history upon which prospective investors can evaluate their anticipated performance. The past performance of the Advisory Clients is not necessarily indicative of future performance. Investment Restrictions. The Advisory Clients have not adopted any specific investment restrictions or limitations of any kind and does not currently otherwise voluntarily observe any specific fixed internal investment guidelines or principles, including without limitation, with respect to diversification, asset classes, country exposure or the credit quality of its investments. The Advisory Clients will generally seek to maintain a diversified portfolio of investments spread across countries, sectors and asset classes.

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As previously described in Item 4, Arini’s clients consist of Private Investment Funds and CLOs. The underlying investors in the Funds are typically institutional investors (e.g., trusts, endowments, foundations, corporations, banks, insurance companies, public and private pension plans, private fund-of-funds, etc.) and high net worth investors meeting the terms of the exceptions and exemptions under which the Funds operate and wishing to invest in accordance with the Funds’ investment objectives. Additionally, certain Arini employees may invest in the Funds. With respect to the Funds, any initial and additional subscription minimums are disclosed in the relevant offering documents. In connection with the formation and management of an Advisory Client, Arini may form certain related entities. Arini may establish vehicles to address tax, legal or regulatory issues or requirements of certain investors in such Advisory Client or for other purposes. Arini may also form parallel funds to invest alongside an Advisory Client. In addition, Arini may form alternative investment vehicles, holding companies or other special purpose vehicles for the purpose of facilitating certain investments by one or more Advisory Clients. Please refer to the governing documents of the applicable Advisory Client for complete details regarding entities that Arini may form in connection with the formation and management of such Advisory Client.

Arini is entitled to receive performance-based compensation from its Advisory Clients. Certain Advisory Clients have higher management fees or performance-based compensation arrangements more favorable to Arini than other accounts engaging in the same or similar investment activities. As a result, the potential exists for Arini to seek to favor one Advisory Client over another Advisory Client in allocating investment opportunities or otherwise. In particular, Arini has a greater incentive to favor the Advisory Clients that pay Arini (and indirectly its investment personnel) performancebased compensation or otherwise pay higher fees, or in which Arini personnel have more significant investments. Additionally, Arini’s (or its affiliates’) right to performance-based fees may create an incentive for Arini to make investments that are riskier, more speculative, or more highly levered than would be the case in the absence of performance-based compensation. Arini maintains policies and procedures intended to address conflicts of interest related to the management of multiple Advisory Clients, including those with different fee arrangements. These conflicts are mitigated in part by the Firm’s suitability obligation with respect to Advisory Client investments and its disciplined investment process, and in some instances are further mitigated by Arini’s investment of its own capital in the Advisory Client and by the structure of the performancebased compensation (e.g., restrictions on the distribution of incentive compensation relating to certain Advisory Clients until after the return of all principal to Fund Investors and payment to them of any preferred return). Arini reviews investment decisions for all Advisory Clients and has developed and maintains allocation policies that seek fair and equitable treatment for all Advisory Clients over time. For a description of how Arini allocates investments among its Advisory Clients, please refer to Item 12.

Neither Arini nor any of its directors, officers, or principals are registered as a broker-dealer or a representative of a broker-dealer or has an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Arini UK and Arini US are registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operators and commodity trading advisors. In connection with this registration, certain Arini employees are listed/registered with the CFTC as Principals and/or Associated Persons of Arini. Arini does not believe that these registrations pose any material conflicts of interest with Advisory Clients or Fund Investors. Arini Capital Management Holdings II (Jersey) Limited and its subsidiaries, which include Arini UK and Arini US, operate an asset management business and provide discretionary investment advisory services with respect to one or more privately offered pooled investment vehicles and CLOs. As described in further detail in Item 4, Arini US provides sub-advisory services to Arini UK. Arini includes certain non-advisory affiliates and has its main offices in London (UK) and New York. Arini has a minority revenue sharing arrangement with Squarepoint. Arini UK serves as the investment manager to the Private Investment Funds and related persons serve as general partners to certain of the Private Investment Funds. In addition, certain of Arini’s principals may serve as directors of certain Private Investment Funds. From time to time, certain Arini team members may serve as directors or advisory board members for certain of the companies in which the Advisory Clients invest. In connection with such services, such members of the Arini team may receive directors’ fees or other similar compensation attributable to such employees’ services. As detailed in Item 11, they are subject to restrictions on personal transactions, pre-clearance and have on-going reporting obligations. Each of the Private Investment Funds for which Arini or its related persons serve as general partner or investment manager has entered and may in the future enter into additional agreements, or “side letters,” with certain prospective or existing Fund Investors whereby such Fund Investors may be subject to terms and conditions that are more advantageous than those set forth in the offering memorandum for a given Private Investment Fund. For example, such terms and conditions may provide for special rights to make future investments in the Private Investment Fund, other investment vehicles or managed accounts; a waiver or rebate in fees; rights to receive reports from the Private Investment Fund on a more frequent basis or that include information not provided to other Fund Investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights, standards, waivers or modifications as may be negotiated by the Private Investment Fund and such Fund Investors. The modifications are solely at the discretion of the Private Investment Fund and may, among other things, be based on the size of the Fund Investor’s investment in the Private Investment Fund or an affiliated investment entity, an agreement by a Fund Investor to maintain such investment in the Private Investment Fund for a significant

period of time, or other similar commitment by a Fund Investor to the Private Investment Fund. Further, Arini has a dedicated fee-free share class for Fund Investors that are members, employees or affiliates of Arini and relatives of such persons.

Transactions and Personal Trading Arini has adopted a Code of Ethics (the “Code”), which sets forth Arini’s standard of business conduct that takes into account Arini’s status as a fiduciary. The Code generally requires Arini and its “Access Persons” to place the interests of Advisory Clients and Fund Investors above the interests of Arini and the Access Persons. The Code requires Access Persons to comply with applicable federal securities laws. Further, Access Persons are required to promptly bring violations of the Code to the attention of Arini’s Compliance Department. All Access Persons are provided with a copy of the Code and are required to read, understand and adhere to the Code upon hire and on at least an annual basis thereafter. Access Persons include, generally, any partner, officer, member or director of Arini and any employee or other supervised person of Arini who, in relation to the Advisory Clients, (i) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings or (ii) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must provide the Compliance Department with a list of their personal accounts and an initial holdings report within ten days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended. Among other restrictions on personal trading, Arini generally does not permit Access Persons to execute transactions that the Advisory Clients typically invest in within their personal accounts. Arini monitors all Access Persons’ personal securities transactions through the reporting and preclearance requirements described above. In order to manage any conflict of interest, personal securities transactions are reviewed in the best interests of Advisory Clients and are evaluated for approval or denial considering if there is a risk of potential adverse consequences to Advisory Clients. Certain Access Persons have personal investments, directly or indirectly, in one or more Advisory Clients. The amount of an Access Person’s personal investment in an Advisory Client may change over time. An Access Person may decide to invest only in certain Advisory Clients and not in others. Such an investment in one Advisory Client and not another creates a potential conflict of interest in that it could cause Arini to make different investment decisions than if they did not have such a financial ownership interest. Arini has adopted written policies and procedures concerning allocation of investment opportunities among Advisory Clients in a fair and equitable manner. Arini, an affiliate, or other Advisory Clients (including those set up for co-investment purposes) can co-invest with an Advisory Client on a particular investment if Arini determines that such coinvestment is not likely to be detrimental to an Advisory Client and underlying investors. Arini and its affiliates could (a) earn management fees or performance-based compensation (which could be different than the fees and/or compensation charged with respect to the Advisory Client) in respect

of such co-investments and (b) collect customary fees in connection with actual or contemplated investments that are the subject of such co-investment arrangements. Arini may, from time to time, offer one or more Private Investment Fund investors or investors in other accounts managed by Arini, and/or other third party investors the opportunity to co-invest with an Advisory Client in particular investments. Arini is not obligated to arrange co-investment opportunities, and no Advisory Client or Private Investment Fund investor will be obligated to participate in such an opportunity. Arini has sole discretion as to the amount (if any) of a co-investment opportunity that will be allocated to another Advisory Client or Private Investment Fund investor and is entitled to allocate co-investment opportunities instead to investors in other accounts managed by Arini or third parties. Arini receives fees and/or allocations from co-investors, which differ as among coinvestors and also may differ from the fees and/or allocations borne by a particular Advisory Client. As an investment adviser with respect to the Advisory Clients, Arini may be subject to potential conflicts of interest between Arini or its related persons and Arini’s Advisory Clients beyond those posed by personal trading. The Advisers Act imposes certain requirements designed to decrease the possibility of conflicts of interest between an adviser and its clients. Therefore, in addition to the Code, Arini will maintain policies and procedures aimed at mitigating conflicts which may arise in trading based on material non-public information, participation in outside business activities by employees, political contributions, and gifts and entertainment that may be received and/or given by employees of Arini. Arini will also maintain policies to ensure that any potential conflicts of interest which are identified are mitigated and resolved in a manner that is consistent with Arini’s fiduciary duty to its Advisory Clients and in compliance with applicable laws and regulations. Arini and its personnel may have conflicts in allocating their time and services among the Advisory Clients. Arini devotes as much time to each of the Advisory Clients as it deems appropriate to perform its duties in accordance with its investment management agreements. In addition, Arini, its affiliates, partners, members and employees are permitted to conduct outside business activities. Pursuant to Arini’s policy on outside business activities, such activities are subject to disclosure and pre-approval. Arini and its related persons have a material financial interest with respect to fees paid by Advisory Clients. In addition, such related persons invest directly in certain of the Advisory Clients. These factors could create an incentive for Arini to make investment decisions that are different from those that would be made if such parties did not have such interests. Advisory Clients and Fund Investors are provided with clear disclosure as to how performance-based compensation is charged and the risks associated with such performance-based compensation prior to making an investment. The Code also seeks to ensure the protection of non-public information about the activities of the Advisory Clients. A copy of Arini’s Code of Ethics is available upon request. Family Offices / Foundations. Arini’s Chief Investment Officer has established, and other senior Arini personnel could establish, family offices (each, a “Family Office” and collectively, the “Family Offices”) to provide investment advisory, accounting, administrative and other services to their respective family accounts (including certain charitable accounts or foundations) in connection with their personal investment activities unrelated to their investments in Arini entities and their respective involvement in such Family Offices could require the respective resources and attention

of the Chief Investment Officer and/or certain senior personnel who may also have responsibilities to one or more Clients. These activities give rise to potential conflicts between the personal financial interests of such personnel and the interests of Clients (including investments that may contradict those of the Arini funds.) Arini has adopted procedures designed to mitigate potential conflicts of interest, but there can be no assurances that such procedures reduce or eliminate such conflicts of interest.

Arini considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. In selecting brokers to execute transactions, Arini is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission cost, mark-up or other cost. Arini generally does not seek to invest in securities for which there is a wide market. Arini, therefore, usually is limited in the selection of brokers, dealers, or other counterparties to execute transactions on behalf of the Advisory Clients. Brokers and dealers, from time to time, provide services that are beneficial to Arini and certain Advisory Clients, but not beneficial to all Advisory Clients. Arini, in selecting brokers and dealers, (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, can consider, among other factors that are deemed appropriate under the circumstances, one or more of the following: (i) the ability to obtain timely execution and deliver timely execution reports; the responsiveness to Arini’s orders; (ii) the reliability, reputation, integrity and financial condition of the broker-dealer; (iii) the size and volume of the broker’s order flow; the ability to handle difficult trades, including block trades; (iv) the ability to find liquidity in the market while also minimizing market impact; (v) research and other services provided to Arini that are expected to enhance Arini’s general portfolio management capabilities; (vi) whether Arini or a related person receives client referrals from such broker-dealer; (vii) the accommodation of special needs, including the broker’s willingness to enter into commission sharing arrangements/give-up agreements; (viii) technological offering (i.e., latency and throughput) and (ix) commission rates, fees or market maker’s commission equivalent (i.e., mark-downs and mark-ups). If Arini determines in good faith that the commissions charged by a broker or the prices charged by a dealer are reasonable in relation to the value of the brokerage and research products or services provided by the broker or dealer, an Advisory Client may pay commissions to the broker or prices to the dealer in an amount greater than another might charge. Arini maintains policies and procedures to review the quality of executions, including periodic reviews by Arini’s investment professionals. Representatives of Arini may speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers. These conferences and programs may provide opportunities by which such person is introduced to prospective investors in a Fund. Generally, the prime brokers are not compensated for providing such “capital introduction” opportunities. In addition, prime brokers may provide financing and other services to a Fund and Arini. Consequently, such additional services by prime brokers may influence Arini in deciding whether to use the services of such prime brokers in connection with the activities of a Fund. Arini currently does not obtain third-party research services or products with Advisory Clients’ commissions. To the extent applicable in the future, Arini will seek to operate within the safe harbor provided by Section 28(e) of the US Securities Exchange Act of 1934, as amended. Arini utilizes investment research services offered by prime brokers, executing brokers and occasionally independent service providers in executing the investment program of its Advisory Clients. These research services include published research notes or reports, other material or

services suggesting or recommending an investment strategy or trade ideas (including in the form of software tools, programs or other technology), macroeconomic analysis, and access to research analysts or industry experts or participants (including expert networks on rare occasions). Arini considers access to research services and materials as integral to its ability to execute the investment program and that such services and materials will inform, and add value to, Arini’s investment decisions made on behalf of its Advisory Clients. Arini opened and maintains one or more research payment accounts to facilitate the payment for investment research. Occasional, one off research projects may be charged to the Advisory Clients externally from the RPA as part of operating costs and disclosed accordingly. The research payment account(s) will be funded by a direct charge to Advisory Clients based on an investment research budget set by Arini. Arini has adopted internal procedures (“Research Policy”), including a methodology for valuing investment research, such as criteria used to assess its quality and usefulness in the investment process. Arini’s policy is to calculate investment research budgets for each investment strategy employed by Arini on behalf of its Advisory Clients. The budgets are formulated based on factors such as the anticipated level of investment research usage, range and complexity of investment research products and services required in the investment process, asset classes, and emphasis on particular sectors or geographies. The costs of investment research are allocated to Advisory Clients based on the fair allocation methodology specified in the Research Policy. Subject to consistency with the Arini’s duty of seeking to obtain best execution, Arini is permitted to aggregate orders sent to the market for more than one account managed by Arini and determine an appropriate allocation method for such aggregated orders. Arini may use various allocation methods depending on the circumstances and consideration of various factors, including those below. Regardless of the allocation method chosen, adjustments may be made to allocations, such as to avoid excessively small allocations. Aggregated or block orders are subject to equitable allocation rules for partial fills. At such time, Arini will take into consideration, among other factors (a) assets under management by various strategies; (b) timing of execution of the relevant trade by various strategies; (c) importance of the trade to various strategies; (d) informal diversification requirements; (e) potential future availability of the trade for various strategies; (f) macro risk parameters set by investment personnel; and (g) investment personnel’s determination that dividing a product into “odd lots” would be impractical or could reduce the value of the product. This last factor is especially likely to apply in the case of investments in corporate debt securities, which may not be easily divided among accounts. Whilst Arini will use reasonable efforts to allocate investment opportunities among Advisory Clients in a manner which Arini deems appropriate over time (giving due consideration to the difference among the investment strategies employed on behalf of each Advisory Client), there can be no assurance that any Advisory Client will be treated fairly or receive a pro rata allocation of investment opportunities. Arini considers factors that it deems relevant in determining how to allocate investment opportunities among Advisory Clients, which factors may include differing investment objectives, time horizons, investment strategies, current portfolio holdings and weightings, tax considerations, regulatory implications, available capital, risk levels, development costs and other considerations.

Arini does not directly or indirectly compensate any third party for client referrals. However, Arini has engaged a placement agent to assist with the distribution of certain Private Investment Funds’ interests. Compensation under this arrangement will generally be in the form of an onboarding fee and an agency fee based on a percentage of the assets raised. The compensation is paid by Arini, not the Private Investment Funds. Please refer to the applicable governing documents for additional information on placement agent arrangements and related fees.

Arini and its personnel have not been involved in any legal or disciplinary events in the past 10 years that would be material to an Advisory Client’s or investor’s evaluation of Arini or its personnel.

Mr. Hamza Lemssouguer is the founder and Chief Investment Officer of Arini and has primary responsibility for portfolios of the Advisory Clients. Mr. Lemssouguer is assisted by Arini’s investment professionals and separate investment committees, to cover Private Investment Funds and the CLOs arranged by the Arini team (collectively, the “Investment Oversight Committee”). Arini’s Investment Oversight Committee sets and manages the firm’s investment strategy, reviewing and challenging investment opportunities and related due diligence, and monitoring the portfolios on an ongoing basis. The Investment Oversight Committee reviews portfolio information on a regular basis as well as monitoring portfolio limits. Arini maintains a risk committee that manages, monitors, and aims to mitigate market, credit, and liquidity risks. Generally, Private Investment Fund investors receive written unaudited, performance updates on a monthly basis. In addition, Investors in certain funds will receive weekly performance estimates. Fund Investors are furnished with annual audited financial statements after the close of the fiscal year. Pursuant to the indenture governing the relevant CLO, the trustee to such CLO is required to deliver monthly reports to investors in such entity and other periodic reports regarding the collateral.

Arini does not serve as the qualified custodian of any of the assets owned by the Advisory Clients. However, Arini is deemed by the applicable regulatory rules to have constructive custody of the assets of each Advisory Client due to its position as an affiliate of the general partner (or equivalent control person) of each Advisory Client. Arini satisfies the applicable regulatory requirements related to custody of assets owned by the Advisory Clients by, among other things, confirming that each Advisory Client is subject to an annual audit by an independent accounting firm that is registered and examined by the Public Companies Accounting Oversight Board. As permitted under the custody rule, investors in the Private Investment Funds, and certain SMA clients that are themselves commingled investment vehicles, are generally provided with their respective annual audited financial statements within 120 days of each year-end, in lieu of having a qualified custodian send account statements directly to such investors. Certain other Advisory Clients may receive account statements from a broker-dealer, bank or other qualified custodian on a quarterly or more frequent basis. In such cases, the Advisory Clients should carefully review those statements.

Arini provides investment advisory services on a discretionary basis to its Advisory Clients. Please see Item 4 for a description of any limitations the Advisory Clients may place on Arini’s discretionary authority. Prior to assuming discretion in managing a prospective Advisory Client’s assets, Arini enters into an investment management agreement or other agreement that sets forth the scope of its discretion. Arini may effect cross transactions between discretionary Advisory Clients, except where prohibited under the relevant agreement with a particular Advisory Client or prohibited under applicable law. Cross transactions enable Arini to effect a trade between two Advisory Clients for the same security at a set price. Such transactions may be conducted solely on an exception basis, subject to review and approval by the Chief Compliance Officer or a designee. It may be beneficial to cross these transactions to minimize or eliminate transaction costs, obtain better pricing, and/or to limit the market impact of the transaction. Arini has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Any cross transactions must be consistent with Arini’s best execution obligations to both affected Advisory Clients. If it appears that a trade error has occurred, Arini will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, Arini’s error correction procedure is to ensure that Advisory Clients are treated fairly. In the event that an Advisory Client incurs a trade error as a result of Arini’s gross negligence, willful misconduct or fraud, trade errors will be corrected by Arini as soon as practicable. Each situation requires a tailored response and accordingly will be dealt with on a case-by-case basis consistent with Arini’s fiduciary duty with respect to its Advisory Clients.

To the extent there are any investments that require proxies to be voted, Arini has authority to vote securities of its Advisory Clients. Arini has adopted proxy voting policies and procedures that address how Arini votes proxies. The policy is based on the principle that Arini and its employees owe a fiduciary duty to Advisory Clients and Fund Investors. Arini considers each issue presented in a proxy on its merits and votes on a case-by-case basis consistent with the best economic interests of the Advisory Clients. Prior to Arini voting any proxies, Arini will determine if there are any material conflicts of interest related to the proxy in question and, assuming no material conflicts of interest exist, confirm that the voting recommendation is consistent with the guidelines set forth in Arini’s Compliance Manual and is in the best interest of the appropriate Advisory Client. On occasion, Arini may determine not to vote a particular proxy. This may be done, for example, where: a) the cost of voting the proxy outweighs the potential benefit derived from voting; b) a proxy is received with respect to securities that have been sold before the date of the shareholder meeting and are no longer held in an Advisory Client account; c) the terms of an applicable securities lending agreement prevent Arini from voting with respect to a loaned security; d) despite reasonable efforts, Arini receives proxy materials without sufficient time to reach an informed voting decision and vote the proxy; or e) the terms of the security or any related agreement or applicable law preclude Arini from voting. Arini keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions, and each Advisory Client request for proxy voting records and Arini’s response for at least the previous five years. Arini’s Advisory Clients may obtain (i) a copy of Arini’s proxy voting policies and procedures and (ii) information on how Arini has voted proxies with respect to the Advisory Client’s securities by contacting Arini’s Chief Compliance Officer.

Arini has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage its Advisory Clients.