AXAR CAPITAL MANAGEMENT L.P.

A. The Adviser is a Delaware limited partnership and has its principal place of business in New York, New York. The Adviser provides discretionary investment advisory services to various pooled investment vehicles (each a “Fund” and, collectively, the “Funds”), separately managed accounts (each a “Managed Account” and, collectively, the “Managed Accounts”), and an insurance company (the “Insurance Company” and, together with the Funds and the Managed Accounts, the “Clients” or “Client Accounts”). Interests in the Funds are offered to certain sophisticated, qualified investors, including: high net worth individuals, retirement plans, trusts, partnerships, corporations, insurance companies, or other businesses. The Adviser was formed in 2015 by its general partner, Axar GP LLC, and the Adviser’s portfolio manager, Andrew M. Axelrod (the “Principal”). B. The Adviser’s primary investment objective is to generate positive risk-adjusted returns. The Adviser maintains multiple active management strategies. The Adviser’s general strategy employs an opportunistic, value-oriented investment strategy supported by an analytical, fundamental research approach to identifying and assessing intrinsic value. The Adviser employs a Fixed Income focused strategy with respect to the Insurance Company. C. While the Funds and the Managed Accounts will follow the general strategy stated above, the Adviser may tailor the specific advisory services with respect to each Client based on the particular investment objectives and strategies described in the applicable Client’s (i) confidential offering memorandum or separate account agreement (as applicable) and (ii) governing documents, including but not limited to an investment management agreement (referred to collectively as “Governing Documents”). Managed account clients may impose restrictions on investing in certain securities or types of securities. All discussion of the Clients in this Brochure, including but not limited to their investments, the strategies used in managing the Clients, and conflicts of interest faced by the Adviser in connection with the management of the Clients are qualified in their entirety by reference to each Client’s respective Governing Documents. D. The Adviser does not participate in wrap fee programs. E. As of December 31, 2025, the Adviser manages approximately $3,300,000,000 in discretionary assets under management. The Adviser does not manage any assets on a non-discretionary basis.

A. Below is a discussion of how the Adviser is generally compensated in connection with providing advisory services to its Clients. However, the Adviser may enter into different fee arrangements on a Client-by-Client basis. A potential investor in a Fund or any potential Client should read and review any and all Governing Documents in their entirety before making any investment decisions. Management Fees. For its services to its Funds, the Adviser is generally entitled to a management fee (the “Management Fee”) which is paid by Fund investors and may vary depending on the class of interests held by the applicable Fund investors (at an annual rate that generally ranges from 1% to 2%). The Management Fee is paid in advance on a quarterly basis and, depending on the Fund, is directly deducted from each investor’s capital account. The annual Management Fee may be negotiated by Fund investors. Management Fee structures vary across Funds. With respect to the services rendered to Managed Accounts and the Insurance Company, the Adviser generally receives a quarterly management fee which is based upon a percentage of the applicable Managed Account’s net asset value as agreed upon between the Adviser and the Managed Account holder and Insurance Company. Performance-Based Fees (Incentive Allocation and Carried Interest). We receive performance-based fees from certain Clients. As of each December 31 of each year, Clients subject to an “incentive allocation,” which is generally equal to 10% to 20% of any New Appreciation (as defined below) then attributable to each investor’s capital account corresponding to such investor’s interests or shares (the “Performance Allocation) will be made, and generally subject to a hurdle rate. The Performance Allocation will be allocated to an affiliate of the Adviser. For certain Clients, the Performance-Based Fee is instead paid upon liquidation of the relevant portfolio’s assets. The “New Appreciation” is equal to the amount by which the Net Asset Value of fund interests (calculated after deduction of Management Fees and for all accrued expenses, but prior to the Incentive Allocation being calculated) exceeds the High Water Mark and a normally a hurdle rate attributable to such interests. The “High Water Mark” applicable to each interest is the highest aggregate Net Asset Value of such interest as of any preceding December 31, after reduction for the Incentive Allocation then made. With respect to the Managed Accounts, the Adviser is generally entitled to receive performance-based allocation at the end of each applicable performance period (as defined in the investment management agreement between the Adviser and the Managed Account holder). Fund Organizational Expenses. Funds also bear the expenses of the organization of the Funds. The organizational and initial offering costs of the Funds include legal, accounting, printing, marketing and comparable expenses (not including any placement fees). The Funds may amortize such organizational expenses for Net Asset Value purposes in 60 equal monthly installments. The organizational expenses borne by the Funds are described in more detail in the Funds’ Offering Documents. Operating Expenses. Depending on the Fund, investors can expect to pay operating expenses including: legal, auditing, accounting and other professional expenses (for example,

accounting and tax advisory fees, tax compliance and filing-related costs (including FATCA and AEOI compliance), legal fees charged in negotiating, prime brokerage, ISDA Master Agreements and related custody and segregation agreements, repurchase agreements or other trading or financing agreements); administration expenses and fees including, but not limited to, the provision of any investment/management-related reporting and certain mid-office services; research expenses (including research-related and due diligence travel); investment expenses such as commissions, ticket charges, prime brokerage fees, give up fees, borrow costs, interest on margin accounts and other indebtedness and similar charges, costs associated with closing bank debt and trade claim trades (including legal fees as well as costs associated with delayed settlement risk), as well as other expenses incurred in connection with trading the Fund’s account; costs and expenses associated with engaging expert networks and consultants; order management systems; custodial fees; bank and wire service and transaction fees; regulatory reporting costs (including, for example, Schedule 13D, 13F, 13G and Form PF filing costs and expenses, as well as EDGAR formatting and filing costs); compliance costs, including, without limitation, costs of compliance programs, third-party compliance consultants, actual and “mock” examinations, regulatory and governmental inquiries, subpoenas and proceedings (in each case, whether involving the Funds or the Adviser); and other expenses and legal fees related to the purchase, sale and maintenance of Fund assets as determined by the Adviser (including, but not limited to, withholding, income and other taxes). The Funds’ operating expenses also include fund director fees and other legal structuring costs including costs associated with issuing interests or shares as well as revising the Funds’ offering and operative documents. Also, the Funds’ operating expenses include insurance premiums (including errors and omissions insurance for the principals, members, directors, officers and employees of the Adviser and its affiliates, and the Funds’ and any master funds’ directors). Furthermore, and to the extent operating expenses or other expenses apply to more than one Fund or Client such as the Managed Accounts and the Insurance Company, the Adviser has implemented an expense allocation policy in order to allocate such shared expenses fairly among the applicable Clients. Miscellaneous. The Adviser may grant waivers of the Management Fees and Performance Allocations to principals, affiliates, and employees of the Adviser. The Adviser may agree with certain investors to a variation of the terms set forth in a Funds’ Offering Documents by side letter or otherwise, without obtaining the consent of any other Fund Investor. As a result of such side letters, certain Fund Investors may receive additional benefits which other Fund Investors will not receive. Except as required by law, in general, the Adviser is not required to notify the other Fund Investors of any such side letters or any of the rights and/or terms or provisions thereof, nor is the Adviser required to offer such additional and/or different rights and/or terms to any or all of the other Fund Investors. B. Management Fees and Performance-Based Fees from the Funds are paid/allocated as indicated in Item 5.A. above. C. Certain Clients will incur brokerage and other transaction costs. Item 12 of this Brochure discusses how the Adviser selects brokers and determines the reasonableness of their compensation. The direct expenses borne by each Client are described in more full detail in each Client’s Offering Documents. D. The Management Fee with respect to the Funds is paid in advance on a quarterly basis, as indicated in Item 1.A. The Management Fee with respect to a Managed Account may be paid in advance or arrears, depending on the relevant management agreement.

E. Other than as described above, neither the Adviser nor any of its supervised persons receives any compensation from the sale of securities or other investment products.

A. Methods of Analysis and Investment Strategies The investment objective of the Adviser is to generate positive risk-adjusted returns. Investing in securities involves risk of loss that Clients should be prepared to bear. The Adviser’s general strategy employs an opportunistic, value-oriented investment strategy supported by an analytical, fundamental research approach to identifying and assessing intrinsic value. The Adviser intends that the Clients’ investment strategy will not regularly use leverage or borrowed money, although it has done so on occasions. Further, there will be leverage embedded in several of the financial instruments the Funds hold. The Adviser invests opportunistically in various securities and financial instruments across diverse sectors and asset classes, focusing on event-driven and special situations investments across the capital structure. While the Adviser trades primarily in the United States, Canada and other G10 countries, it may invest in certain other countries, including emerging markets, from time to time. The Adviser may invest in distressed or stressed bank debt and bonds, mezzanine debt, notes, assetbacked securities, lease obligations, listed and over-the-counter (“OTC”) equities, post reorganization equities, trade claims, structured products, municipal bonds, convertible bonds, bank regulatory capital, pooled vehicles, liquidating vehicles or trusts, preferred stocks, warrants, derivatives, credit default swaps and other securities and investment instruments selected by the Adviser. Given the opportunistic nature of the investment strategy, the composition of the portfolio will shift over time, depending on market conditions. Through its general strategy, the Adviser searches for changing market conditions, negative sentiment, stressed or distressed companies and inefficiencies that may create opportunities for value-oriented investing. The Adviser seeks situations where prices have become distorted for reasons unrelated to intrinsic value. Asset prices deviate from intrinsic value for a host of reasons including forced selling, uncertainty surrounding a change in the business or industry, bankruptcy or balance sheet stress and other misunderstood conditions. The Adviser seeks to maintain an extensive pipeline of actionable credit and equity ideas, allowing for patience and investment only when a significant discount is available. The Adviser believes its competitive advantage lies in a uniquely broad sourcing edge, a credit-oriented mindset and its personnel’s experience curve. The Adviser attempts to invest at prices that reflect a significant discount to intrinsic value. The Adviser performs bottoms-up, fundamental analysis on every investment, supported by a comprehensive due diligence process under the general strategy. The Adviser does not rely on a single formula to determine value but instead employs a range of valuation methods, including, but not limited to, cash flow and earnings power analyses, as well as balance sheetbased valuations. By considering value from multiple perspectives and consistently applying conservative assumptions when forecasting, the Adviser intends to identify investments that are likely to increase in value in absolute terms and where some change, event or other catalyst will cause the market’s valuation mispricing to be corrected. The Advisor also manages an insurance company investments while pursuing a fixed income focused strategy, which may or may not invest in certain asset classes or opportunities available to other Clients. Investments are guided by portfolio restrictions established by industry regulators, reinsurance agreements, or other contractual restrictions. In the course of executing its responsibilities, the Advisor may invest in credit securities, asset backed or mortgage-backed securities, Collateralized Loan Obligations (“CLO”), single asset single borrower (SASB)

commercial mortgages, residential mortgages and mortgage pools, and other illiquid securities such as those invested by the general strategy. The Advisor may also engage in hedging activity using various tradeable and bespoke derivative securities and contracts with various counterparties. B. Select Material Risks involved with the Adviser’s strategies Other than the fixed income focused strategy, there are no material restrictions on the strategies, leverage, markets or instruments that may be incorporated into the adviser’s portfolio or the percentage of the assets that may be committed to any particular strategy type, market or instrument. By investing, Clients and Fund Investors are relying on the discretionary market judgment of the adviser’s personnel, without any meaningful diversification, leverage, type of trading or strategy concentration limitations. The adviser may change the trading parameters applicable to the portfolio at any time. There can be no assurance that the Adviser will successfully implement its risk management program or that the clients will not incur substantial or total losses. Prospective Clients and Fund Investors are urged to consult with their own financial, legal and tax advisers regarding their individual circumstances and the suitability of an investment. Clients and Fund Investors could lose their entire investment. The Adviser’s investment strategies involve a high degree of business and financial risk that can result in substantial losses and is suitable only for investors prepared to bear such risk. The risks factors below are not intended to be exhaustive. Prospective Clients and Fund Investors should carefully review the risks described in the Clients’ Governing Documents, including Fund Offering Documents. The following risks generally apply to certain aspects of the Adviser’s various strategies. Depending on a client’s governing documents and related employed strategy, some risks herein may not be applicable. Capital Market Risk The Adviser’s strategies are subject to a number of market risks, including, without limitation, directional price movements, deviations from historical pricing relationships, changes in the regulatory environment, changes in market volatility, “flights to quality” and “credit squeezes.” The Adviser’s style of alternative investing may be materially more speculative than traditional investing strategies. Under certain market conditions, alternative investment strategies such as those to be employed by a Client, have from time to time incurred sudden and dramatic losses. The diversification of the Client’s positions may not always be significant and, even if significant, may not provide meaningful risk control, even though such diversification may reduce the Client’s profit potential due to offsetting profits and losses from different positions and strategies. Structural economic and regulatory changes could adversely affect the prospects for the Adviser’s strategies generally, as could certain general market conditions. The particular or general types of market conditions in which a Client may incur losses or experience unexpected performance volatility cannot be predicted, and the Client may

materially underperform other investment funds with substantially similar investment objectives and approaches. Leverage Some Clients may invest in derivative instruments that have leverage embedded and in other investment instruments and transactions that are inherently leveraged. Although such Clients do not regularly borrow money directly, but some have done so, there are generally no restrictions on the amount or type of leverage which the Client may use, and the Client may borrow money directly from time to time. The Adviser will determine such leverage based on factors deemed relevant by the Adviser. The use of leverage can dramatically magnify both gains and losses, increasing the possibility of a shareholder’s total loss of its investment in the Fund. Leverage achieved by the Client through margin borrowings requires it to post collateral with brokers and counterparties. As a general matter, the banks and dealers that provide financing to the Client can apply essentially discretionary margin, haircut, financing, security and collateral valuation policies. Changes by banks and dealers in such financing policies, or the imposition of other credit limitations or restrictions, whether due to market circumstances or governmental, regulatory or judicial action, may result in large margin calls, loss of financing, forced liquidation of positions at disadvantageous prices, termination of swap and repurchase agreements and cross-defaults to agreements with other dealers. Any such adverse effects may be exacerbated in the event that such limitations or restrictions are imposed suddenly and/or by multiple market participants at or about the same time. The imposition of such limitations or restrictions could compel the Client to liquidate all or part of its portfolio at disadvantageous prices. In recent years, banks and dealers have substantially curtailed financing activities and increased collateral requirements, forcing many hedge funds to liquidate positions. Any or all of these situations could arise due to circumstances that the Adviser may be unable to control. Competition Client Accounts compete with numerous other private investment funds as well as other investors, many of which have resources substantially greater than the Clients. The amount of capital committed to private credit investment strategies has increased dramatically during recent years. At the same time, market conditions have become significantly more adverse to many of such strategies than they were in previous years. The profit potential of the Client may be materially reduced as a result of the “saturation” of the alternative investment field. Market Disruptions The global financial markets have recently gone through disruptions that have led to extensive governmental intervention. Such intervention was in certain cases implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. Future disruptions may result in similar government interventions. In addition—as one would expect given the complexities of the financial markets and the speed with which governments have felt compelled to act—these interventions have been unclear in scope and application, and have resulted in confusion and uncertainty which in itself has been detrimental to some markets as well as previously successful investment strategies.

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As mentioned in Item 4, the Adviser provides investment advisory services to private funds for sophisticated, qualified investors, including: high net worth individuals, retirement plans, trusts, partnerships, corporations, insurance companies, or other businesses. The Adviser also provides advisory services to separately managed accounts for institutional investors and an insurance company. The typical minimum initial investment in a Fund or Managed Account varies by product and is either $1,000,000 or $20,000,000, although the Adviser may accept investments in a lesser amount at their sole discretion.

As stated in Item 5 above, the Adviser or its affiliates receive performance-based fees or allocations from certain Clients. These payments are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3, which requires that performance-based fees only be charged to “qualified clients” (as such term is defined in Rule 205-3). Performance-based fees, in general, may create an incentive for an adviser or its supervised persons to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. Such fee arrangements may also create an incentive to favor higher feepaying clients over other clients in the allocation of investment opportunities. To address these conflicts of interest with respect to any future clients, the Adviser implements policies and procedures to ensure that all clients receive equitable and fair treatment with respect to the allocation of investment opportunities.

A. The Adviser is not registered, and does not have an application pending to register, as a brokerdealer or registered representative of a broker-dealer. Currently, no employees of the Adviser are registered representatives of a broker-dealer. B. Neither the Adviser nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities. C. The managing member or general partner of each Fund is an affiliate of the Adviser. These entities, which are listed in Item 7 of the Adviser’s Form ADV Part 1, are entitled to receive a share of the Performance Allocation attributable to the related Fund. This may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if such arrangement was not in effect. However, as noted in Item 11, the Adviser has adopted a written Code of Ethics that contains policies and procedures to address conflicts of interest. Under such policies and procedures, the Adviser is required to make investment decisions for its Clients in a manner that is consistent with its fiduciary duties to its Clients. The Adviser also serves as the general partner for certain entities that are the appointed Adviser for certain Funds (the “Relying Advisers”). These Relying Advisers, which are listed in Schedule R of the Adviser’s Form ADV Part 1, are controlled by the Adviser. The Adviser, its personnel, and/or Clients also may hold investments in companies that provide services to portfolio companies generally. The Adviser may introduce such companies to portfolio companies where it believes they can provide valuable services on fair and reasonable terms that may benefit the portfolio company’s business. Portfolio companies retain full discretion in selecting service providers. D. The Adviser maintains relationships with third party asset management or advisory firms offering services in areas that complement the Adviser’s expertise and when appropriate recommends these third parties to its clients or portfolio companies. Portfolio companies of the Adviser may find benefits in retaining these same third parties. When this occurs, either the portfolio company or the Adviser’s client directly compensates the third party for its services. The Adviser may and has engaged in additional unrelated activities with the same third parties (such as co-investing) which has resulted in the Adviser receiving additional compensation. When engaging third parties for services or accepting compensation from these third parties, the Adviser reviews each transaction to identify and address any conflicts of interest and to provide its advisory services in the best interest of each client and make appropriate disclosures to its clients or portfolio companies (where applicable).

A. The Adviser has adopted a written Code of Ethics designed to address and avoid potential conflicts of interest as required under Rule 204A-1 of the Advisers Act (the “Code”). The Code sets forth a standard of business conduct and compliance with federal securities laws by all of the Adviser's employees. The Code contains policies and procedures that ensure that all personal securities trading by employees of the Adviser is conducted in such a manner as to avoid actual or potential conflicts of interest or any abuse of an individual's position of trust and responsibility. The Adviser prohibits personal trading on most single name securities including any right to acquire such security, such as puts, calls, other options, rights in such securities, and other such instruments; requires pre-clearance of personal trades in certain circumstances, including purchases of a single name security listed on the S&P 500, an IPO, or a new private placement; requires periodic reporting of employees' personal securities transactions and holdings; and requires prompt internal reporting of Code violations. The Adviser has established procedures to prevent the abuse of material, non-public information, which includes procedures for, among other things, the use and maintenance of restricted trading lists. The Adviser’s Code of Ethics is available, upon request, to any Client or prospective Client as well as any Fund investor or qualified prospective Fund investor. Additionally, the Adviser and its related entities engage in a broad range of activities. In the ordinary course of conducting its activities, the interests of a Client may, from time to time conflict with the interests of the Adviser, other Clients or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below. In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Clients with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1) (2) (3) (4)

A Client will not make an investment unless the Adviser believes that such investment is an appropriate investment considered solely from the viewpoint of such Client; Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Governing Documents for the Clients; Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and Prior to subscribing for interests in a Client, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Client.

Specifically, with respect to conflicts of interest that may arise in connection with its investment activities, the Adviser has adopted written policies and procedures relating to the allocation of investment opportunities, and will make allocation determinations consistently with Client

Governing Documents and such policies. The Adviser will not allocate investment opportunities based, in whole or in part, on (i) the relative fee structure or the amount of fees paid by any Client or (ii) the profitability of any Client. Additionally, employees serve on the boards of Client portfolio companies. In such capacity the employees who serve as directors are expected to receive director’s fees that are retained in whole or in part by the relevant employee. Serving in such capacity and receiving such compensation gives rise to conflicts to the extent that an employee’s fiduciary duties to a portfolio company as a director conflicts with the interests of the Adviser’s Clients. As the Clients will generally be significant investors in such companies, it is expected that such interests will generally be aligned. In addition, because the employee retains the director’s fees, the employee may have an incentive to support the interest of the portfolio company over the interests of the Client. B. Neither the Adviser nor its related persons regularly recommends to Clients, or buys or sells for Client accounts, securities in which the Adviser or a related person has a material financial interest. Adviser personnel, including the Principal, do invest in certain Funds. Specifically, the Principal has invested a significant portion of his liquid net worth in certain Funds and other accounts advised by the Adviser. This generally aligns the interests of the Principal with Funds and their investors. There can be circumstances in which the Adviser determines an investment in a Fund is in a Client’s best interest. In such circumstances, the Adviser’s or related persons’ interests will be fully disclosed to the Client before such investment is made. As discussed above, the Adviser has established procedures to address potential conflicts of interests which may arise in its business, including such investments. C. The Adviser and its personnel generally do not invest in the same securities that are recommended to Clients. If this situation were to arise, the investment would be vetted for conflicts in accordance with the Adviser’s Code. D. As provided by the Code, the Adviser may not recommend investments to Clients, or make investments for Clients, at or about the same time that the Adviser or its related persons buy or sell the same investments for their own account.

A. The Adviser has complete discretion to determine, subject to each Client’s disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries to use in effecting the transactions for Clients, and the commission rates to be paid for such transactions. Brokerage. The Adviser selects the broker-dealers and other financial intermediaries used to effect transactions on behalf of its Clients. The Adviser seeks to obtain “best execution” from these broker-dealers based on a variety of factors. In selecting broker-dealers to effect portfolio transactions, the Adviser may cause Clients to enter into arrangements pursuant to which the Clients pay transaction costs in an amount greater than would be incurred if another brokerdealer were used. The Adviser is not required to solicit competitive bids or seek the lowest available commission or transaction costs. The transactions executed by Clients may be cleared through, and the Clients’ investment instruments may be held by, a number of financial institutions the Adviser selects on terms negotiated with each such financial institution individually. Subject to the Adviser’s agreement with each Client, the Adviser generally will use a variety of financial institutions both to take advantage of differing expertise and capabilities and to avoid, due to credit concerns, having all investment instruments concentrated at one firm. The Adviser does not consider the receipt of Client referrals when selecting broker-dealers to execute transactions. Generally, the Adviser does not permit Clients to direct brokerage to a specified broker-dealer and all brokerage transactions will be executed through the broker-dealers selected by the Adviser. Nevertheless, certain Clients may require the Adviser to direct the Adviser to a particular broker. Such Clients must note that such directed brokerage arrangements limit the Adviser’s ability to seek best execution and participate in aggregated trades (as described below) and therefore may result in increased cost for such Clients. Soft Dollars. A portion of the commissions generated on Clients’ brokerage transactions may generate “soft dollar” credits that the Adviser is authorized to use to pay for research and other non-research related services and products used by the Adviser or its affiliates. Although the Adviser will use the research and services in making investment decisions for the applicable Clients, the Adviser may use such research or services for other Clients and the applicable Clients will generally pay more than the lowest available commissions for execution of these transactions. The Adviser may also enter into “soft dollar” arrangements to cover Client expenses or costs and expenses of the Adviser to the extent such arrangements are permitted by law. The ability to utilize soft dollar credits may give the Adviser an incentive to select brokers or dealers for Client transactions, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by the Adviser rather than giving exclusive consideration to the interests of the Clients. In the event that the Adviser elects to use soft dollars, it intends to limit such use to services that fall within the safe harbor afforded by Section 28(e) of the Securities Exchange Act of 1934, as amended, or such services that are otherwise reasonably related to the investment decision-making process. The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items

acquired by the broker from third parties (such as quotation equipment). B. In general (and when applicable), the Adviser attempts to aggregate multiple orders for the purchase or sale of the same instrument into block transactions, subject to the overall obligation to achieve best price and execution for its Clients.

A. The Adviser does not receive any economic benefit, including sales awards or prizes, from any third party for providing advisory services to the Funds. B. The Adviser may enter into agreements with persons who refer potential investors for the Funds to the Adviser. For their referral services, these persons may receive compensation from the Adviser in the form of a percentage of the Management Fee and/or Performance Allocation that the Adviser and its affiliates receive from the Funds with respect to the referred investors. All solicitation arrangements that the Adviser may enter into will be designed to be in compliance with the rules under the Advisers Act and any similar state regulations. The Funds and their underlying investors are not responsible for any of the fees paid to the referring persons.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the adviser or the integrity of adviser’s management. The Adviser and its personnel have no legal or disciplinary events to report.

A. The Principal of the Adviser is responsible for reviewing Client investment portfolios on a regular basis relating to, among other factors, position sizes; exposure levels; margin requirements; and investment strategy compliance. B. See Item 13.A. above. C. The Adviser provides Fund investors with audited annual financial statements, periodic reports and other communications, and all tax information relating to their investments in the Funds necessary for U.S. federal income tax purposes.

The Adviser is deemed, under Rule 206(4)-2 of the Advisers Act, to have custody of the assets of the Funds by virtue of the common control of the Adviser and the General Partner of the Funds. All assets and securities of the Funds are held by qualified custodians. As noted in Item 13 above, Fund investors receive annual financial statements audited by an independent public accounting firm. Fund investors are urged to carefully review these statements. The Adviser does not have custody of separately managed account and insurance company client assets.

The Adviser offers both discretionary (clients who have authorized our firm to execute transactions for their accounts without prior approval) and non-discretionary (clients who require that transactions be either traded by or authorized by them in advance) investment management services. The Adviser exercises discretion in managing the investments of its Clients based on the applicable Clients’ investment objectives, policies, and strategies disclosed in Offering Documents or Investment Manager Agreements. The Adviser generally contractually assumes discretionary authority over the assets of its Clients under investment management agreements entered into among the Adviser and the Clients.

The Adviser follows a proxy voting policy to ensure that proxies the firm votes, on behalf of each Client, are voted to further the best interest of that Client. The policy establishes a mechanism to address any conflicts of interests between the Adviser and its Clients. Further, the policy establishes how Clients’ underlying investors may obtain information on how the proxies have been voted. The Adviser determines how to vote after studying the proxy materials and any other materials that may be necessary or beneficial to voting. The Adviser votes proxies in a manner that it believes reasonably furthers the best interests of its Clients and their investors and is consistent with the investment philosophy as set forth in the relevant Clients Governing Documents. If a proxy vote creates a material conflict between the interests of the Adviser and a Client, the Adviser will resolve the conflict before voting the proxies. The Adviser will take steps designed to ensure that a decision to vote the proxy was based on the Adviser’s determination of the Client’s best interest. The Adviser maintains records of (i) all proxy votes that are made on behalf of its Clients; (ii) all written requests from each Client’s underlying investors regarding voting history; and (iii) all responses (written and oral) to investors’ requests. Such records are available to each Client’s underlying investors upon request.

A. The Adviser does not require or solicit prepayment of advisory fees six months or more in advance. B. The Adviser does not believe it has any financial condition that is reasonably likely to impair its ability to meet its contractual commitments to the Funds. C. The Adviser has not been the subject of a bankruptcy petition at any time during the past ten years.