Astaris Capital Management LLP

Astaris Capital Management LLP (“Astaris” or the “Firm”) is located in London, United Kingdom. The entity was founded as Sothic Capital Management LLP in 2008, although it went through a change of control in 2019 and was renamed as Astaris Capital Management LLP. It is principally owned by its parent company, Astaris Capital Management (UK) Limited. Martin Beck, who is Partner and Chief Investment Officer of Astaris, is a direct owner of the Firm as well. Astaris is also authorised and regulated by the UK Financial Conduct Authority (“FCA”) as an Alternative Investment Fund Manager (“AIFM”). Astaris aims to identify dislocations within credit and equity markets in Europe through deep fundamental analysis of companies and a thorough knowledge of the processes and events that companies go through. It operates two funds: one that seeks more liquid, catalyst-driven opportunities within the space by taking long and short positions across asset classes; and one that is able to exploit longer-term, less liquid situations, or those that do not necessarily have a clearly-defined catalyst. The latter is more longbiased and credit-biased. Further information on the Firm’s investment strategy can be found in Item 8. Astaris is an investment adviser to pooled investment vehicles (“Private Funds” or “Funds”) which are offered into the U.S. pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D. The Private Funds managed by Astaris include: -

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Astaris Capital Partners Funds: A Cayman master fund. The investment objective of this fund is to seek to achieve superior risk-adjusted returns over a multi-year period and identify and exploit dislocations within credit and equity markets with a primary focus on investments in Europe. It is long- and creditbiased. Astaris Special Situations Funds: A Cayman master fund with Cayman and U.S. domiciled feeder funds. The investment objective of this fund is to seek to achieve superior risk-adjusted returns over a multi-year period, through investment strategies that invest across asset classes and have a low correlation to the overall market with a primary focus on investments in Europe. It applies a bottom up, multi-disciplinary approach to investing and maintaining a focus on capital preservation.

Astaris also acts as a sub-adviser to a Private Fund on a non-discretionary basis whereby the Fund is able to invest in a subset of the holdings from the broader Astaris portfolio, as well as receive information on other opportunities that may suit the Fund’s investment strategy. Additionally, Astaris is an investment adviser to a separately managed account (“SMA”).

The Private Funds and SMA together are the Firm’s clients (“Clients”). Astaris does not tailor its advisory services, however, the Firm could provide tailored advisory services in the future based on the individual needs of their clients. The Firm does not participate in any wrap fee programs. As of March 31, 2025, Astaris manages $1,021,310,976 in discretionary assets under management and $4,661,027 in non-discretionary assets under management.

Astaris charges each client a management fee (“asset based amount”). For external investors in the Astaris Special Situations Funds, the asset based amount is between 1.0-1.5% based on Net Asset Value (“NAV”)(before deduction of the period’s asset based amount or any accrued performance allocation) of each share class within each Fund and is deducted directly from the client account on a monthly basis at the beginning of the month it is being charged for. The SMA client is managed in accordance with the same investment strategy and process as the Astaris Special Situations Fund. The management fee applicable to the SMA is subject to a separate agreement and may differ from the fees charged to investors in the Fund. For external investors in the Astaris Capital Partners Funds, the asset based amount is 1.0-1.5% based on the NAV (before deduction of the period’s asset based amount or any accrued performance allocation) at the beginning of the reporting period’s quarter and is deducted on a quarterly basis. External investors are any investors who are not eligible for “management shares” as defined in the relevant Fund offering document. For the non-discretionary Fund, the management fee is generally 1.5% and is paid at the end of the quarter for which it is being charged. Astaris in its sole discretion may offer reduced management fees subject to individual client agreements. Astaris also charges a performance fee (“performance allocation”) which is further described in Item 6. Astaris does not collect any other fees in advance. In addition to the fees described above, the Funds will pay all expenses related to its own operations, including, but not limited to: (i) investment-related expenses, whether relating to investments that are consummated or unconsummated (e.g., brokerage commissions, due diligence costs, deal fees and break-up fees; (ii) brokers’ commissions (if any), borrowing charges on securities sold short and any issue or transfer taxes chargeable in connection with any investment transactions; (iii) interest on borrowings, including borrowings from the prime broker; (iv) any taxes and any regulatory or corporate fees payable to governments or agencies; (v) any litigation and indemnification expenses and extraordinary expenses not incurred in the ordinary course of business; (vi) the charges and expenses of and fees paid to legal advisers, accountants, administrators, auditors and external advisor costs linked to a specific investment or potential investment; (vii) communication expenses with respect to investor services and all expenses of meetings of the directors of the general partner and limited partners and of preparing and distributing financial and other reports, proxy forms, prospectuses and similar documents; (viii) the cost of insurance for the benefit

of the general partner directors; (ix) the cost of preparing and providing information to limited partners for tax reporting purposes; (x) where approved by the general partner directors, expenses incurred by the Firm in soliciting capital commitments; (xi) the costs of reporting information to regulators, tax authorities or other governmental agencies; (xii) fees paid to the directors of the general partner; and (xiii) all other organizational and operating expenses. This is a general overview of expenses. Please refer to the applicable offering documents for a complete list fee and expense disclosures.

Methods of Analysis and Investment Strategies Astaris’ investment approach is to purchase and sell corporate debt and equity instruments (including derivate instruments such as CDS, options, futures, etc.). In addition, the Firm may also make event-driven investments, such as investments made as a result of corporate reorganisations, bankruptcies, mergers and acquisitions, as well as investments in private companies and special situations. Astaris primarily focuses on investments in Western Europe, although the Firm does have some investments outside of this geographic region. From time to time, Astaris may use certain Artificial Intelligence (“AI”) tools for data aggregation and extraction purposes, however, AI is not used as part of the investment decision process nor will any AI output be utilised without full consideration of accuracy by Astaris. The Firm has policies and procedures in place to ensure only approved AI tools are utilised and the appropriate data security controls are in place. The below provides a high-level description of the two main strategies for Astaris: Astaris Capital Partners Funds The Astaris Capital Partners Fund’s approach to investing is opportunistic and is constantly adjusted to market conditions. This approach does not rely on a specific part of the economic cycle and intends to enable the Firm to extract value throughout the economic cycle. It is based on a rigorous bottom-up fundamental research process to identify and evaluate potential investment opportunities, focused on Europe, which generally can be classified into one of the following three investment strategies: (1) Capital Structure Arbitrage: Exploiting valuation dislocations between debt and equity markets caused by corporate financial distress. (2) Distressed Event Shorts: Shorting debt instruments with a clear distress catalyst (e.g. upcoming maturity, looming insolvency, etc.). (3) Alpha Longs: Long investments in pre- or post-restructuring debt and equity instruments, including liquidation or insolvency claims.

Astaris Special Situations Funds The Astaris Special Situations Fund’s approach to investing is opportunistic and is constantly adjusted to market conditions. This approach does not rely on a specific part of the economic cycle and intends to enable the Firm to extract value throughout the economic cycle. It is based on a rigorous bottom-up fundamental research process to identify and evaluate potential investment opportunities, focused on Europe, which generally can be classified into one of the following three investment strategies:

(1) Capital Structure Arbitrage: Exploiting valuation dislocations between debt and equity markets caused by corporate financial distress. (2) Distressed Event Shorts: Shorting debt and equity instruments with a clear distress catalyst (e.g. upcoming maturity, looming insolvency, etc.). (3) Alpha Longs: Long investments in pre- or post-restructuring debt and equity instruments, including liquidation or insolvency claims.

Risk of Loss Investing in securities involves risk of loss that clients should be prepared to bear. There can be no assurance that the Funds will be able to achieve its investment objective or that investors will receive a return on their investment and investment results may vary substantially on a quarterly or annual basis. Investors should consider the following factors before investing in any of the Funds referred to in this Brochure. The following list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in each of the Funds. Please refer to the relevant Funds’ offering documents for a complete list of all risks. Risk of Loss: The value of any investment can go down as well as up and Investors may not get back the amount originally invested. Investors should have the financial ability and willingness to accept the risks and lack of liquidity associated with an investment in a partnership of the type described herein, including a complete loss of their investment or receive returns on equity that are less than expected. Investment Opportunities: The success of the Funds’ investment activities depends on the Firm’s ability to identify overvalued and undervalued investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the importance of news and events that may affect the financial markets. Identification and exploitation of the investment strategies to be pursued by the Funds involves a high degree of uncertainty. No assurance can be given that the Firm will be able to locate suitable investment opportunities in which to deploy all of the Funds’ assets or to exploit discrepancies in the securities and derivatives markets. An increase or reduction in money market liquidity or the pricing inefficiency of the markets in which the Funds seeks to invest, as well as other market factors, will reduce the scope for the Funds’ investment strategies. Lack of Diversification: The Funds’ investments may not be very diversified. Investors’ returns on their holding in the Funds will be directly and exclusively related solely to the performance of the Funds and consequently the impact on Investors of adverse developments in the Funds will be considerably greater than if there had not been such concentration of investment.

Debt Investments: The Funds may invest in debt securities which are unrated by a recognised credit-rating agency or below investment grade and which are subject to greater risk of loss of principal and interest than higher-rated debt securities. The Fund may invest in debt securities which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially all of that issuer’s assets. The Funds may invest in debt securities which are not protected by financial covenants or limitations on additional indebtedness. The Funds will be subject to credit, liquidity and interest rate risks. Distressed Investments: The Funds invests in “below investment grade” securities and obligations of issuers in weak financial condition, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, including companies involved in bankruptcy or other reorganisation and liquidation proceedings. Among the risks inherent in investments in troubled entities is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Regulatory and Tax Considerations: The regulatory and tax environment globally for investments in which the Funds may participate is evolving, and changes in the regulation or taxation of such investments may materially adversely affect the value of such investments and the ability of the Funds to pursue its investment strategies. Market Events: The Funds may be adversely affected by unforeseen events involving such matters as changes in the macro environment, interest rates or the credit status of an issuer, forced redemptions of securities or acquisition proposals, break-up of planned mergers, unexpected changes in relative value, short squeezes, inability to short stock or changes in tax treatment. Short Selling: The Funds may sell investments short. Short selling involves trading on margin and accordingly can involve greater risk than investments based on a long position. A short sale of a security involves the risk of a theoretically unlimited increase in the market price of the security, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no guarantee that investments necessary to cover a short position will be available for purchase. Purchasing investments to close out a short position can itself cause the price of the relevant investments to rise further, thereby exacerbating the loss. Use of Borrowings: The Funds may use borrowings for the purpose of making investments. The use of borrowing creates special risks and may significantly increase the Funds’ investment risk. Borrowing creates an opportunity for greater yield and total return but, at the same time, will increase the Funds’ exposure to capital risk and interest costs.

Counterparty Risk: The Funds are subject to the risk of the inability of any counterparty (including the prime brokers) to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes and the risk that counterparties may not have access to finance and/or assets at the relevant time and may fail to comply with their obligations under the relevant agreements. Cybersecurity Risks: The Funds and/or one or more of its service providers, including the general partner and the Firm may be prone to operational, information security and related risks resulting from failures of or breaches in cybersecurity. A failure of or breach in cybersecurity refers to both intentional and unintentional events that may cause the relevant party to lose proprietary information, suffer data corruption, or lose operational capacity. Systemic Risk: Credit risk may arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which the Funds interacts on a daily basis. Currency Hedging Exposure: The Funds seek to control the impact on Net Asset Value of the residual currency exposures resulting from an imbalance of the investments priced in different currencies. Hedges are carried out at the Investment Manager’s discretion based on an assessment of the threshold risk and trading costs of the Funds.

Astaris’ current clients are limited to the Private Funds and the SMA described in Item 4. The Astaris Capital Partners Fund has a minimum investment size of $5,000,000 and the Astaris Special Situations Fund has a minimum investment size of $1,000,000. The Funds’ general partners reserve the right to accept a smaller subscription amount in their discretion.

Astaris collects a performance allocation of 15-20% from external investors in the Private Funds. The SMA client is managed in accordance with the same investment strategy and process as the Astaris Special Situations Fund. The performance fee applicable to the SMA is subject to a separate agreement and may differ from the fees charged to investors in the Fund. Performance based compensation has the potential to create conflicts of interest because an adviser theoretically could favour one client over another where one client has a higher performance-based fee over another. Astaris mitigates this potential conflict with its Aggregation and Allocation Policy which provides procedures for the equitable allocation of investment opportunities. Performance based compensation can also cause a potential conflict of interest where an adviser is more likely to engage in more risky transactions than it might engage in otherwise. Astaris manages its Private Funds in accordance with the guidelines of its investment strategies and offering documents to mitigate this potential conflict of interest.

Astaris Capital Partners GP Limited and Astaris Capital Management GP Limited are affiliates of Astaris and act as the general partner for certain Astaris Private Funds. There are no material conflicts of interest with this relationship. Astaris Capital Management (Cayman) Limited is an affiliate of Astaris and has the responsibility of selecting and procuring the services of Astaris Capital Management LLP for the Private Funds. Astaris is not registered, nor does it have any pending applications to register, as a broker-dealer or registered representative of a broker-dealer. Additionally, Astaris is not registered, nor does it have any pending applications to register, as a futures commission merchant, commodity pool operator, commodity trading advisor or an associated person of these entities. Astaris does not recommend or select other investment advisers for their clients. Astaris does not have any other relationships or arrangements with related persons that are material to its advisory business or to its clients.

Personal Trading Astaris has adopted and implemented a Code of Ethics (the “Code”) in accordance with the requirements under Rule 204A-1 of the Investment Advisers Act of 1940 (the “Advisers Act”). The Firm’s Code includes provisions requiring initial and annual holdings reports, quarterly transaction reports, written pre-approval for all personal transactions (including private placements and initial public offerings), and a 30-day minimum holding period. Astaris’ Code applies to all employees of Astaris as well as their related persons, including immediate family members sharing a household and any accounts over which the employee is deemed to have beneficial ownership. Astaris will not approve any transactions in securities on the restricted list or where the where the Fund has a position or is in the process of building a position. Astaris will provide a copy of the Code upon request by contacting compliance@astaris.com. The Chief Compliance Officer periodically monitors employee personal account dealing to ensure there is no improper activity and all reporting is complete and accurate.

Astaris takes all reasonable steps to achieve best execution for its clients. Factors that Astaris will take into account include, but are not limited to: -

Price Costs Speed Likelihood of execution Desired Trade Size

Astaris will review its best execution process on an annual basis at a minimum to ensure the Firm is receiving appropriate pricing and services by its counterparties. Astaris does not receive any soft dollar benefits under the safe harbour provided under Section 28(e) of the Securities Exchange Act of 1934. Under legislation in the European Union known as the Markets in Financial Instruments Directive (“MiFID II”), the Firm pays for research services by means of a Research Payment Account (“RPA”) that will be funded by a direct accounting charge to the Fund. More detailed information about the operation and funding of the RPA will be disclosed in the relevant offering documents for the Fund. Astaris does not allow any directed brokerage arrangements. Astaris will aggregate trade orders. When the Firm determines that it would be appropriate for more than one Client to participate in an investment opportunity, the Firm will seek to execute orders for all the participating accounts on an equitable basis.

Astaris does not provide any investment advice nor other advisory services to any nonclients of Astaris and therefore does not receive any economic benefits for such activity. Astaris currently does not compensate any third party for client referrals. Should Astaris engage with a third-party to solicit clients in the future, the Firm will ensure to comply with Advisers Act Rule 206(4)-1.

There are currently no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Firm’s advisory business.

Astaris’ portfolio managers, operations team and the Firm’s administrators review transactions and positions on Client portfolios on a daily basis. In addition, the Firm regularly holds an Investment Committee meeting on a weekly basis to formally assess and monitor compliance of the Client portfolios against the risk objectives and guidelines, as well as considering economic, market and company specific news and its impact on the Client portfolios. The Directors of the Private Funds receive fund newsletters disclosing performance, risk and other performance metrics. Performance and operational matters are reviewed regularly through quarterly board meetings. The investors in the Private Funds receive the newsletter, performance estimates, NAV statements, and annual audited financial statements for the respective client portfolio they are invested in.

Astaris does not maintain physical custody of any client assets. All of the Firm’s client assets are held with a qualified custodian, administrator or agent, who will directly send investors in the Funds periodic account statements, on quarterly or monthly basis depending on the Fund. These statements should be carefully reviewed. Under Rule 206(4)-2 of the Advisers Act (the “Custody Rule”), Astaris and/or its affiliates may be deemed to have custody of its Private Funds by virtue of a related person of the investment adviser acting as a manager or general partner of the Private Funds. As an adviser based outside of the U.S., Astaris needs to comply with the Custody Rule with respect to its U.S. domiciled Private Funds. The relevant Private Funds undergo an annual audit by an independent public accountant registered with, and subject to regular inspection by the Public Company Accounting Oversight Board. The audited financial statements are prepared in accordance with U.S. GAAP and distributed to the investors in the Private Funds within 120 days of the Funds’ fiscal year end.

Astaris is granted discretionary authority to manage securities for the Astaris Capital Partners Funds, Astaris Capital Special Situations Funds and the SMA through its investment agreements. Subject to the approval of the director’s and agreement with the Firm, Clients can request restrictions or guidelines on their investment. For example, this could be notifying the Client of new positions and holdings in certain geographic locations or sectors. The Firm has an Investment Committee which formally meets on a weekly basis. The Investment Committee analyses and determines whether an opportunity meets the required threshold to enter the portfolio, or to remain in the portfolio. Whilst almost all investment decisions are made collaboratively, the Firm’s Chief Investment Officer, Martin Beck, has the ultimate responsibility for which investments are added or removed to the portfolio and, accordingly, has a veto over all investment decisions.

In accordance with Rule 206(4)-6 of the Advisers Act, Astaris has adopted and implemented written policies and procedures governing the voting of client securities. These policies and procedures are written in order to ensure that Astaris attempts to vote proxies in the best interest of its clients. Astaris is also required to identify and address actual or potential conflicts of interest that may exist. Astaris has the authority to vote client securities on behalf of the Astaris Capital Partners Funds, Astaris Special Situations Funds and the SMA. Astaris will utilise voting platforms provided by their prime brokers to facilitate the proxy voting process. The general policy is to vote all proxy proposals, corporate actions and corporate matters in a prudent and diligent manner, that will serve the clients’ best interests. At times, Astaris may determine it is in its clients’ best interests to abstain from voting, such as instances where there may be restrictive procedures and costs associated with voting in certain countries. Astaris determines whether and how to vote on proxy proposals, corporate actions and corporate matters on a case-by-case basis and will consider the following:

- Consider how the vote could affect the value of the issuer and its impact on the value for the client.

- Consider how the vote aligns with Astaris’ thesis for the position, and with the Funds’ objectives. Clients can request a copy of the Firm’s proxy voting policies and procedures and information about how Astaris has voted proxies in the past by contacting compliance@astaris.com.

Astaris has never been subject to a bankruptcy proceeding and is not aware of any financial condition that is expected to affect its ability to manage client accounts.