Ategra Capital Management, LLC

Ategra Capital Management, LLC, a Delaware limited liability company (the “Adviser”), is an investment adviser with its principal place of business in Vienna, Virginia. The Adviser commenced operations in 2005 and is registered as an investment adviser with the SEC. Certain responses contained herein are based on the Adviser’s expectations with respect to its advisory business. Jonathan Holtaway and Jacques Rebibo are the principal owners of the Adviser. The Adviser provides investment advisory services on a discretionary basis to its clients, including Ategra Community Financial Institution Fund, L.P. (the “ACFI Fund”) and Ategra LS500, LP (the “LS500 Fund”, and each of the ACFI Fund and the LS500 Fund will be referred to herein individually as, a “Fund” and together, the “Funds”). Investment Advisory Services. The Adviser provides advice to its Clients based on the specific investment objectives and strategies described in the applicable offering memorandum of a Fund, The Adviser does not tailor its advisory services to the needs of the investors in the Funds, and no investor in any Fund may impose restrictions on the Fund investing in certain securities and other financial instruments or certain types of securities and other financial instruments.

As of December 31, 2024, the Adviser had approximately $190,194,000 in client regulatory assets under management. As of that date, the Adviser managed $190,194,000_ on a discretionary basis.

Advisory Fees and Compensation The Funds. The Funds pay the Adviser an asset-based investment management fee ranging from 0% to 1.00% per annum, all as further described in each Fund’s offering memorandum, as applicable (the “Asset-Based Fee”). The Adviser charges each Fund the Asset-Based Fee in advance based on the net asset value of the applicable Fund as of the first day of each calendar quarter or month, as applicable. The Asset-Based Fee is prorated for any period that is less than a full quarter. Ategra GP, LLC, an affiliate of the Adviser (the “General Partner”) is entitled to be paid annual performance-based compensation, which is compensation that is based on a share of net capital appreciation of the assets of the Funds. This performance-based compensation ranges from 0% to 20% and is subject to a loss carryforward. Receipt of performance-based compensation, with respect to the Funds, is subject to a hurdle rate as specified in each Fund’s offering memorandum. The Asset-Based Fee and performance-based compensation are negotiable. The Funds waive, reduce or enter into alternative fee arrangements with investors in the Funds who are principals, employees or affiliates of the Adviser, the General Partner, relatives of such persons, and for certain large or strategic investors. Payment of Fees With respect to each Fund, the Asset-Based Fee is paid pursuant to instructions made by the Fund’s administrator to deduct it from the Fund’s bank account and the performance based compensation paid to the General Partner is structured as a reallocation of profits.

Other Fees and Expenses In addition to paying the Asset-Based Fee and, if applicable, performance-based compensation, the Funds are also subject to other expenses in accordance with the applicable Fund’s governing documents, such as legal, accounting (including third-party accounting services), administration, auditing and other professional fees and expenses, certain compliance and reporting expenses attributable to regulatory filings (or portions thereof) that are made with respect to a Fund or the assets of a Fund (such as Section 13 and Section 16 filings and Form PF) and all compliance costs and expenses associated with the Partnership in complying with the rules related to private fund advisers under the Investment Advisers Act of 1940 (the “Advisers Act”), research expenses (including research-related travel), investment expenses such as commissions and trading and support services (including payments to assisting brokers), tradingrelated technology software costs deemed to benefit the Fund such as portfolio, order and risk management systems, custodial fees, interest expenses, including interest on margin accounts, taxes, duties and other governmental charges, transfer and registration fees or similar expenses, costs associated with foreign exchange transactions, other portfolio expenses, bank service fees, and costs, expenses and fees (including, investment advisory and other fees charged by investment advisers with, or funds in, which the Fund invests), and other expenses related to the purchase, sale, preservation or transmittal of client assets. The allocation of expenses by the Adviser between it and any client and among clients represents a conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented policies and procedures for the allocation of expenses. The Adviser allocates expenses to each client in accordance with the client’s arrangements with the Adviser (including applicable client disclosures). The Adviser seeks to allocate shared expenses for products and services benefitting the Adviser and the client and not covered in the client’s arrangements in a fair and reasonable manner. The Adviser allocates common client expenses among multiple clients pro rata based on gross assets under management as of the beginning of the quarter in which the expenses are incurred. The Adviser may

deviate from this standard allocation method if it determines that an expense disproportionately benefits a particular client or group of clients. In connection with managing a client’s investments or otherwise, the Adviser and its related persons may, from time to time, receive income, including but not limited to, directors’ fees and certain other fees (collectively, “Fee Income”). Prior to receiving any Fee Income, the Adviser or the relevant related person must inform the Adviser’s Chief Compliance Officer. The Fee Income will be deemed additional compensation to the Adviser and/or its related persons, and no client will benefit from this additional compensation. Prepayment of Fees Investors in the Funds pay the Asset-Based Fee in advance. Pre-paid fees charged to the Adviser’s clients will be refunded based on the number of days remaining in the quarter or month if a withdrawal is made before the end of a quarter or month, as applicable. More detailed information about the fees and expenses paid by client accounts may be found in the governing documents of each client account.

Portfolio Management for the Funds With respect to the ACFI Fund, the Adviser takes positions in the financial sector and targets long positions in those institutions it believes are priced significantly below peers and it believes have limited downside, but an upside that is a multiple of the downside. The ACFI Fund invests primarily in publicly traded securities and places an emphasis on community banks (i.e., banks with market capitalization below $500 million). The Adviser believes price opportunities are created by a poor understanding by many investors of the banking/finance industry during good and bad times, particularly as related to microcap stocks. With respect to the LS500 Fund, the Adviser principally takes long positions in common and preferred stocks of large capitalization U.S. stocks that are included in the S&P 500 Index or within the capitalization range of companies in the S&P 500 Index along with put options as downside hedges. The Adviser bases its strategy on its belief that down markets, which create depressed levels of pricing, afford the highest profit opportunities and that cash, liquidity strength and the ability to allocate funds to the best opportunities during times of stress are all necessary to successfully take advantage of these opportunities. The Funds may also invest in other financial instruments, including, but not limited to, U.S. or non-U.S. long or short positions in publicly traded or privately issued or negotiated common stocks, preferred stocks, stock warrants and rights, corporate debt, bonds, notes or other debentures or debt participations, convertible securities, swaps, options (purchased or written), futures contracts, forward contracts and other derivative instruments, partnership interests and other securities or financial instruments including those of investment companies, and may utilize positions in correlated financial sectors such as REITs or insurance companies, as applicable. The Adviser conducts extensive financial due diligence and uses proprietary financial models utilizing the latest publicly-available data. For certain of the Funds, the Adviser seeks out meetings with the management, directors and key investors of its target institutions and, on a case-by-case basis, may conduct on-site due diligence. Portfolio positions are designed from the outset with the downside foremost and the expected upside being a multiple of the downside. This conservative stance is naturally tested during market periods when general selling pushes entire sectors, or the market as a whole, down. The objective in a down market, first and foremost, is liquidity and buying power. The Adviser bases its strategy on its belief that down markets, which create depressed levels of pricing, afford the highest profit opportunities. The Adviser believes cash and liquidity strength are necessary to successfully take advantage of these opportunities. The Funds utilize hedging instruments such as put options to reduce downside volatility and risk. There can be no assurances that a particular hedge will be effective or measured properly. While the Adviser may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance. The Adviser’s methods, strategies and types of investments involve a risk of loss to clients and clients must be prepared to bear the loss of their entire investment. Material Risks The following summary identifies the material risks related to the Adviser’s investment strategies and should be carefully evaluated before making an investment with the Adviser; however, the following does not intend to identify all possible risks of an investment with the Adviser or provide a full description of

each identified risk. Investors and potential investors in the Funds should refer to the offering memorandum for the applicable Fund for a further discussion of the applicable risks. The Banking And Thrift Industry The results of operations of banks and thrifts are significantly affected by general economic conditions and the related monetary and fiscal policies of the federal government, particularly as they relate to the level of interest rates. The profitability of many banks and thrifts is largely dependent upon net interest income, which is the difference between interest income on interest-earnings assets, such as loans, mortgage-backed securities and investment securities, and interest expense on interest-bearing liabilities, such as deposits. For an institution with interest-earning assets maturing or repricing faster than its interest-bearing liabilities in a given period, an increase in interest rates could have a positive impact on net interest income. A decrease in interest rates, however, could have an adverse effect on such an institution. Changes in the level of interest rates may also affect the amount of loans originated (including refinancings) and loans sold by banks and thrifts. An increase in interest rates may result in lower levels of originations and loan sales, and thus, in the amount of loan and commitment fees and gains on sales of loans. In addition, changes in interest rates may result in disintermediation, the flow of funds away from savings institutions into direct investments, such as corporate securities and other investment vehicles, which, because of the absence of federal insurance premiums and reserve requirements, may pay higher rates of return than savings institutions. Higher interest rates may also have an adverse impact on the market value of banks’ and thrifts’ interest-earning assets. Furthermore, regulations applicable to banking and thrift institutions will limit the ability of the Funds to seek to protect their investments through the controls typically imposed by venture capital and private equity investors on their portfolio companies. Other factors affecting the banking and thrift industry generally should be considered by potential clients, including: •

the extensive regulation, supervision and examination of banks and thrifts and their holding companies by federal and state law and regulatory agencies, which regulatory framework is subject to changes that may affect materially the operations and results of banks, thrifts and their holding companies; in addition, limitations on control of banks and thrifts will limit the ability of the Adviser to affect management of bank and thrift issuers in which it invests;

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regulatory and charter restrictions applicable to changes in control of certain banks and thrifts, which may limit the potential for acquisitions and the stock appreciation that may arise from such transactions;

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the risks associated with banks’ and thrifts’ real estate, commercial and consumer loan assets, which may be affected by local and national economic conditions;

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changes in regulation, which may have unforeseen results and in addition to, or instead of, creating investment opportunities, may also create additional risk;

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increasing internationalization of financial and credit markets, which may increase the possible adverse effect on U.S. financial institutions of foreign economic disturbances; and

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increasing competition in the banking and thrift industry, including competition from online payment providers, internet based deposit gatherers and other non-banks such as electronic data processing firms, which may erode the market share and decrease the margins of particular banks and thrifts.

Leverage The Adviser utilizes leverage for the Funds. Leverage increases returns to investors if the Funds earns a greater return on leveraged investments than the Funds’ cost of such leverage. However, the use of leverage exposes the Funds to additional levels of risk including (i) greater losses from investments than would otherwise have been the case had the Funds not borrowed to make the investments, (ii) margin calls or changes in margin requirements may force premature liquidations of investment positions, (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Funds’ cost of leverage related to such investments and (iv) fluctuations in interest rates on the Funds’ borrowings, which may have a negative effect on the Funds’ profitability. In case of a sudden, precipitous drop in the value of the Funds’ assets, the Funds might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying the losses incurred by the Funds. Portfolio Illiquidity The Adviser may invest client accounts in restricted and illiquid securities. At various times, the markets for securities purchased or sold by the Adviser may be thin or illiquid, making purchase or sale of securities at desired prices or in desired quantities difficult or impossible. In some cases, the Adviser may be contractually prohibited from disposing of such securities for a specified period of time. Further, the sale of any such investments may be possible only at substantial discounts and such investments may be extremely difficult to value. Short Sales The Adviser’s investment program includes short selling. Short selling transactions expose the Adviser to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. There is the risk that the securities borrowed by the Adviser in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the Adviser might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. Options The purchase or sale of an option involves the payment or receipt of a premium by the investor and the corresponding right or obligation, as the case may be, either to purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risk. Special Situations The Adviser may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies and 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 result in a distribution of cash or a new security the value of which will be less than the purchase price to the Adviser 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, the Adviser may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Adviser may invest, there is a potential risk of loss by the Adviser of its entire investment in such companies.

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The Adviser’s clients consist of the Funds; however, the Adviser may in the future serve as investment manager to other client accounts. With respect to the Funds, any initial and additional subscription minimums are disclosed in the offering memorandum for each Fund.

As described in Item 5, in addition to the Asset-Based Fee, the Adviser (or an affiliate of the Adviser (i.e., the General Partner)) receives performance-based compensation from the Funds. The Adviser and its investment personnel provide investment management services to multiple portfolios for multiple clients. Certain client accounts may have higher asset-based fees or be subject to performance-based compensation arrangements in comparison to other accounts or have asset-based fees or performance-based compensation arrangements providing for payment to the Adviser at different times or over different time intervals. Such performance-based compensation may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case in the absence of such higher fees, performance-based compensation arrangements, or compensation paid at different times or over different time intervals. When the Adviser and its investment personnel manage more than one client account a potential conflict exists for one client account to be favored over another client account. The Adviser and its investment personnel have a greater incentive to favor clients that pay the Adviser (and indirectly its investment personnel) performance-based compensation or higher fees. The Adviser has implemented policies and procedures intended to address these conflicts of interest. A description of the Adviser’s allocation policy is included below and the Adviser’s aggregation policy is described in Item 12 of this Brochure. The Adviser employs multiple investment objectives and strategies for its clients. These differing objectives and strategies raise potential conflicts of interest. For example, the Adviser may buy a security for one client account while it is selling that security for another client account. In addition, the Adviser may cause one client account to buy a particular security “long” and another client account to sell that same security short. The Adviser manages multiple client accounts, including accounts with different fee arrangements. The management of multiple client accounts creates a conflict of interest because the Adviser may have an incentive to favor one client over another. Accordingly, the Adviser has adopted and implemented policies and procedures intended to address conflicts of interest that may arise relating to the management of client accounts. In particular, the Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. In addition, the Adviser’s procedures relating to the allocation of investment opportunities require that to the extent a particular investment opportunity is suitable for multiple client accounts, such investment opportunities will be allocated among the eligible client accounts pro rata based on the relative value of the assets of each participating account; provided, however that the Adviser may allocate investment opportunities to such accounts on a non-pro rata basis if the Adviser determines it is fair and equitable under the circumstances to all of its client accounts, by taking into account, among other things, (i) a client’s investment objectives and strategies; (ii) risk profiles; (iii) tax status and restrictions placed on client’s portfolio by the client or by applicable law; (iv) size of the client account; (v) total portfolio invested position; (vi) nature and liquidity of the security to be allocated; (vii) size of available position; (viii) supply or demand for a security at a given price level; (ix) current market conditions; (x) account liquidity and timing of cash flows; and (xi) any other information determined to be relevant to the fair allocation of investment opportunities. To the extent orders are aggregated, the client orders are price-averaged and allocated in accordance with the aggregated order; provided, that the aggregated order may be allocated on a different basis for reasons including but not limited to partially filled orders and to avoid odd lots or excessively small allocations. Finally, the Adviser’s procedures also require the objective allocation for limited opportunities (such as initial public offerings and private placements) to ensure fair allocation among accounts. These areas are monitored by the Adviser’s Chief Compliance Officer.

The Funds have, and may in the future, enter into additional agreements, or “side letters,” with certain prospective or existing limited partners whereby such limited partners may be subject to terms and conditions that are more advantageous than those set forth in the offering memorandum of the applicable Fund. For example, such terms and conditions may provide for special rights to make future investments in the Funds, other investment vehicles or managed accounts; special withdrawal rights, including those relating to frequency or notice; a reduction or rebate in fees or withdrawal fees to be paid by the limited partner and/or other terms; rights to receive reports from the Funds on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Adviser and such investor. The modifications are solely at the discretion of the applicable Fund and may, among other things, be based on the size of the investor’s investment in the applicable Fund or affiliated investment entity, an agreement by an investor to maintain such investment in the Fund for a significant period of time, or other similar commitment by an investor to the Fund.

Code of Ethics. The Adviser has adopted a Code of Ethics (the “Code”) that obligates the Adviser and its supervised persons to put the interests of the Adviser’s clients before their own interests and to act honestly and fairly in all respects in their dealings with clients. In addition to compliance with the Adviser’s policies and procedures, all of the Adviser’s personnel are required to comply with applicable federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting Jonathan Holtaway, the Adviser’s Chief Compliance Officer, at (703) 564-9131. See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by the Adviser’s supervised persons. The Adviser and its supervised persons may give and/or receive gifts, services or other items to/from any person or entity that does business with or potentially could conduct business with or on behalf of the Adviser. The Adviser has adopted policies and procedures governing gifts and business entertainment, which includes disclosure of gifts and business entertainment in excess of certain de minimis thresholds. The Adviser, or its related persons, in the course of their investment management and other activities, including, certain related persons of the Adviser serving on the board of directors of a portfolio company, certain consulting activities or otherwise, may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to its clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that the Adviser possesses such information), or not using such information for the client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law.

Investing in Securities Recommended to Clients. From time to time, the Adviser or its related persons invests in the same securities (or related securities, e.g., warrants, options or futures) that the Adviser or a related person recommends to clients. The Adviser or its related persons may trade in a particular security in a manner that is the same as, different from, or even opposite to the trading activity undertaken by the Adviser on behalf of its clients with respect to that same security. Such practices present a conflict when, because of the information an Adviser has, the Adviser or its related persons are in a position to trade in a manner that could adversely affect the Adviser’s clients (e.g., place their own trades before or after client trades are executed in order to benefit from any price movements due to the clients’ trades). In addition to affecting the Adviser’s or its related person’s objectivity, these practices by the Adviser or its related persons may also harm clients by adversely affecting the price at which the clients’ trades are executed. The Adviser has adopted the following procedures in an effort to minimize such conflicts: The Adviser requires its supervised persons to preclear all transactions in reportable securities in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction will have an adverse economic impact on one of its clients. In addition, the Adviser’s Code prohibits the Adviser and its supervised persons from executing personal securities transactions in certain securities that are designated as restricted by the Adviser. All of the Adviser’s supervised persons are required to provide account statements on at least a quarterly basis or alternatively to disclose their securities transactions on a quarterly basis. The Adviser’s supervised persons are also required to provide holdings reports upon the commencement of their

employment with the Adviser and on an annual basis thereafter. Trading in employee accounts is reviewed by the Chief Compliance Officer and compared with transactions executed for client accounts and reviewed against the list of securities that the Adviser has designated as restricted. Conflicts of Interest Created by Contemporaneous Trading. The Adviser or a related person from time to time recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that the Adviser or related person buys or sells the same securities for its own account in accordance with the procedures described above in order to minimize the conflicts stemming from situations where the contemporaneous trading results in an economic benefit for the Adviser or its related person to the detriment of the client. The Adviser’s Code also prohibits its related persons from engaging in outside business activities, including serving as a director of any company (including a publicly traded company but excluding charitable organizations), without prior written authorization from the Chief Compliance Officer. Authorization will be based upon a determination that the outside business activity (e.g., board service) would not be inconsistent with the interest of any client account. To the extent the Adviser or its related persons receive income (e.g., directors’ or consulting fees) in connection with managing a client’s investments, the Adviser has a conflict of interest as to the treatment of such income.

The Adviser considers a number of factors in selecting a broker-dealer to execute transactions. Such factors include, but are not limited to, reputation, financial strength and stability, creditworthiness, efficiency of execution and error resolution, the actual executed price and the commission, research, custodial services; client preferences for continuity and stability; the size and type of the transaction; the difficulty of execution and the ability to handle difficult trades; and operational facilities The Adviser’s Chief Compliance Officer periodically evaluates the broker-dealers used by the Adviser to execute client trades using the foregoing factors. The Adviser receives research or other products or services other than execution from a broker-dealer and/or a third party in connection with client securities transactions. This is known as a “soft dollar” relationship. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Exchange Act (“Section 28(e)”). When the Adviser uses client commissions to obtain Section 28(e) eligible research and brokerage products and services, the Adviser’s Chief Compliance Officer regularly reviews and evaluates its soft dollar practices and to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research or other products or services provided by the broker-dealer. The use of client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. To address these conflicts of interest, the Adviser will execute client trades through broker-dealers that provide research and brokerage products to the Adviser only if it is determined by the Adviser’s Chief Compliance Officer that client trades with such broker-dealers are otherwise consistent with seeking best execution. In some instances, the Adviser may obtain a product or service that is used, in part, by the Adviser for Section 28(e) eligible purposes and, in part, for other purposes. In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Adviser from its own resources or by the client in accordance with the client’s investment management agreement or a Fund’s offering memorandum. The determination by the Adviser of the appropriate allocation of “mixed use” products and services creates a potential conflict of interest between the Adviser and clients. The Adviser often purchases or sells the same security for many clients at or near the same time and using the same executing broker. It is the Adviser's practice to aggregate client orders for the purchase or sale of the same security at or near the same time for execution using the same executing broker, if, in its reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to clients. When an aggregated order is completely filled, the Adviser allocates the securities purchased or proceeds of sale pro rata among the participating accounts, based on the purchase or sale order. Adjustments or changes may be made under certain circumstances, such as to avoid odd lots or excessively small allocations. The Adviser or its related persons may also participate in an aggregated order.

The Adviser receives certain research or other products or services from broker-dealers through “softdollar” arrangements. These “soft-dollar” arrangements create an incentive for the Adviser to select or recommend broker-dealers based on the Adviser’s interest in receiving the research or other products or services and may result in the selection of a broker-dealer on the basis of considerations that are not limited to the lowest commission rates and may result in higher transaction costs than would otherwise be obtainable by the Adviser on behalf of its clients. Please see Item 12 for further information on the Adviser’s “soft-dollar” practices, including the Adviser’s procedures for addressing conflicts of interest that arise from such practices.

This Item is inapplicable.

Each client account is reviewed by the Chief Compliance Officer of the Adviser on an ongoing basis to determine whether securities positions should be maintained in light of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines and the performance of each client account. Significant market events affecting the prices of one or more securities in client accounts may trigger reviews of client accounts on other than a periodic basis. Investors receive written reports from the Funds pursuant to the terms of the applicable offering memorandum.

An affiliate of the Adviser has custody of the Funds’ assets due to its role as the general partner to the Funds, each a limited partnership. The Adviser complies with Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) by ensuring the delivery of audited financial statements at least once annually to all of the Funds’ investors. The Funds’ auditor is 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 generally accepted accounting principles in the U.S. and are distributed to each Fund investor within 120 days of the applicable Fund’s fiscal year end. In the event of a Fund closure, the Adviser will ensure that the fund undergoes a final liquidation audit and such audit is distributed to all limited partners holding a position in the Fund as of the closing date.

The Adviser provides investment advisory services to all of its clients on a discretionary basis. Prior to assuming full discretion over a client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. The Adviser has the authority to determine (i) the securities to be purchased and sold for the client account, and (ii) the amount of securities to be purchased or sold for the client account. Because of the differences in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held. The Adviser may consider the following factors, among others, in allocating securities among clients: (i) a client’s investment objectives and strategies; (ii) risk profiles; (iii) tax status and restrictions placed on client’s portfolio by applicable law; (iv) size of the client account; (v) total portfolio invested position; (vi) nature and liquidity of the security to be allocated; (vii) size of available position; (viii) supply or demand for a security at a given price level; (ix) current market conditions; (x) account liquidity and timing of cash flows; and (xi) any other information determined to be relevant to the fair allocation of investment opportunities. Although it is the Adviser’s policy to allocate investment opportunities to eligible client accounts on a pro rata basis (based on the value of the assets of each participating account relative to value of the assets of all participating accounts), these factors may lead the Adviser to allocate securities to client accounts in varying amounts. Even client accounts that are typically managed on a pari passu basis may from time to time receive differing allocations of securities based on total assets of each account eligible to invest in the particular investment type (e.g., equities) divided by the total assets of all accounts eligible to invest in the particular investment. Allocations will be made among client accounts eligible to participate in initial public offerings (IPOs) and secondary offerings on a pro rata basis, except when the Adviser determines in its discretion that a pro rata allocation is not appropriate. Securities acquired by the Adviser for its clients through a limited offering will be allocated pursuant to the procedures set forth in the Adviser’s allocation policy. The policy provides that the Adviser will determine the proposed allocation of limited offering securities after considering the factors described above with respect to general allocations of securities and determining those client accounts eligible to hold such securities. Eligibility will be based on the legal status of the clients and the clients’ investment objectives and strategies. The Adviser may effect cross transactions between discretionary client accounts, except as otherwise noted below. Cross transactions enable the Adviser to effect a trade between two clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. The Adviser will only engage in a cross transaction between clients when the Adviser has determined that the cross transaction is in the best interest of each client. Cross transactions are not permitted for benefit plan or other similar accounts that are subject to ERISA. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine the appropriate course of action. To the extent that trade errors occur, the Adviser's error correction procedure is to ensure that clients are treated fairly. The Adviser has discretion to resolve a particular error in any manner that it deems appropriate and consistent with the above stated policy. The Adviser is not responsible for the errors of other persons, including third party brokers and custodians, unless otherwise expressly agreed to by the Adviser.

To the extent the Adviser has been delegated proxy voting authority on behalf of its clients, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to client securities, such proxies are voted in the best interests of each client. The Adviser will abstain from voting or affirmatively decide not to vote if the Adviser determines that abstention or not voting is in the best interests of its clients. In making this determination, the Adviser will consider various factors, including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the exercise of a proxy. If a material conflict of interest between the Adviser and a client exists with respect to voting proxies, the Adviser will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the client or take some other appropriate action.

The Adviser (or an affiliate) has discretionary authority of certain client funds or securities. There is no financial condition that is reasonably likely to impair the Adviser’s ability to meet contractual commitments to clients.