Axonic Capital LLC

Formed in December 2010, Axonic Capital LLC (“Axonic”) serves as investment manager to the investment funds and other clients described below. Clayton DeGiacinto is the principal owner of, and controls, Axonic, which is dependent on the services of Mr. DeGiacinto and other key personnel to perform its services to its clients. Axonic manages the following structured credit funds (“Structured Credit Funds”):        

          

Axonic Credit Opportunities Master Fund, LP and its feeder funds: Axonic Credit Opportunities Overseas Fund, Ltd. and Axonic Credit Opportunities Fund, LP OC 523 Master Fund, Ltd. Axonic PG Structured Credit Fund, LP, and its feeder fund: Axonic PG Structured Credit Overseas Fund, Ltd. Axonic Special Opportunities SBL Master Fund, LP, and its feeder funds: Axonic Special Opportunities SBL Overseas Fund, Ltd. and Axonic Special Opportunities SBL RF Fund, LP Axonic CRE Distressed Fund, LP Burgundy 523 Offshore Fund, Ltd. Axonic Commercial Real Estate Fund II, LP Axonic Commercial Real Estate Debt Master Fund, LP and its feeder funds: Axonic Commercial Real Estate Debt Fund, Ltd, Axonic Commercial Real Estate Debt Fund 4, Ltd, Axonic Commercial Real Estate Debt Fund 5, Ltd, and Axonic Commercial Real Estate Debt Fund 6, Ltd Axonic Structured Opportunities Master Fund, LP and its feeder funds: Axonic Structured Opportunities Fund, LP and Axonic Structured Opportunities Overseas Fund, LP Axonic Multifamily Bridge Master Fund, LP, and its feeder funds: Axonic Multifamily Bridge Fund, LP and Axonic Multifamily Bridge Overseas Fund, Ltd. Axonic Real Estate Debt Fund I LLC and its wholly owned subsidiary: Axonic Real Estate Debt Fund I Operating Company LLC Axonic Coinvest I, LP Axonic SASB I, LP Axonic International Fund, LP Axonic Commercial Real Estate Master Fund III, LP, and its feeder funds: Axonic Commercial Real Estate Fund III, LP and Axonic Commercial Real Estate Offshore Fund III, LP; and its overflow fund: Axonic Commercial Real Estate Overflow Fund III, LP Ax Southeast Loan Investor LLC Axonic Coinvest II, LP AxHATL LLC AxCXP Investor LLC

Axonic manages the following systematic arbitrage funds (“Systematic Arbitrage Funds”): 

Axonic Systematic Arbitrage Master Fund, LP, and its feeder funds: Axonic Systematic Arbitrage Overseas Fund, Ltd. and Axonic Systematic Arbitrage Fund, LP.

The Structured Credit Funds and the Systematic Arbitrage Funds are herein collectively referred to as the “Funds.” Axonic is an advisor to the following funds registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”):  

Axonic Alternative Income Fund (the “1940 Act Interval Fund”) Axonic Strategic Income Fund (the “1940 Act Daily Fund” and together with the 1940 Act Interval Fund, the “1940 Act Funds”)

Axonic’s “clients” consist of the Funds, the 1940 Act Funds and certain managed accounts, and its investment advice is tailored to the principal investment objective for each client. See Item 8: Methods of Analysis, Investment Strategies and Risk of Loss. Investment restrictions (if any) for each client are set forth in the offering documents for the applicable Fund or 1940 Act Fund or the investment management agreement for the applicable managed account. Investors in the Funds include limited partners in feeder Funds organized as limited partnerships and stockholders in feeder Funds formed as companies and are referred to herein collectively as the “Investors.” The Firm and the general partners of the Funds organized as limited partnerships are controlled, and, directly or indirectly, principally owned, by Clayton DeGiacinto. Accordingly, the Firm, these general partners and certain of the Funds may be deemed to be under common control. As of December 31, 2025, Axonic managed $5,591,276,904 in regulatory assets under management and $2,884,653,254 in net assets on a discretionary basis on behalf of its clients.

The fees and compensation applicable to each client are set forth in detail in that client’s offering documents if the client is a Fund or 1940 Act Fund or investment management agreement if it is a managed account, and are summarized below. Management and other Fees While specific to each client, as compensation for investment advisory services rendered, Axonic charges a management fee calculated at the annual rate of up to 2.00% of the client’s or Investor’s net assets, invested capital, capital commitment or the outstanding principal balance of the relevant underlying debt instrument, as applicable (the “Management Fee”). The Management Fee (if any) is generally paid monthly, quarterly or semi-annually, in advance or arrears, as applicable, as of the first or last day of the relevant calendar month or quarter or semi-annual period (subject to adjustment, where required, for contributions or commitments made during the relevant period). The Management Fees are negotiable and we have and may continue to waive or reduce the Management Fees for Investors that are members, principals, employees or affiliates of Axonic, relatives of those persons, trusts formed by or for the benefit of those persons and their relatives, and for certain large or strategic Investors. Axonic and its affiliates may receive origination or other fees from borrowers, counterparties or clients in respect of certain loans originated by or on behalf of clients or in connection with certain other transactions.

Performance Fees and Allocations While specific to each client, Axonic or an affiliate may receive an annual performance fee or allocation of up to 20.0% of each Investor’s annual net profits (the "Annual Performance Fee or Allocation"), if any, subject, in general, to a "loss carry forward" provision and, in certain cases, to Investor’s receiving a return of and/or a certain return on, their invested capital (the “Performance Fees or Allocations”). Performance Fees or Allocations may also be required to be paid on a withdrawal or redemption by an Investor. The Performance Fees or Allocations are negotiable for Investors and we have and may continue to waive or reduce the Performance Fees or Allocation for Investors that are members, principals, employees or affiliates of Axonic, relatives of those persons, trusts formed by or for the benefit of those persons and their relatives, and for certain large or strategic Investors. Any Performance Fee or Allocation arrangement could create a conflict of interest and/or an incentive for Axonic to make investments that are riskier or more speculative than would be the case in the absence of the arrangement. Withdrawal Fee While specific to each client, Investors in certain Funds may pay withdrawal fees of 5% to 10% for certain capital withdrawals. Withdrawal fees are generally deducted from amounts to be distributed to Investors upon redemption, and may be retained by the relevant Fund or paid to us. The withdrawal fees are negotiable for Investors and we may waive or reduce the withdrawal fees for Investors that are members, principals, employees or affiliates of Axonic, relatives of those persons, and for certain other Investors. Expenses In addition to the Management Fees, Performance Fees and Allocations and withdrawal fees, in general, each client generally will be subject to expenses, including but not limited to (i) investment-related expenses (whether related to transactions that are consummated or unconsummated), such as brokerage commissions and fees, research, due diligence, acquisition and surveillance expenses (including data and software fees, conferences, related travel and lodging expenses, legal fees and expenses, and appraisal fees and expenses), interest on margin accounts and other indebtedness, clearing and settlement charges, custodial fees, bank service fees and other expenses related to the purchase, sale, financing or transmittal of such client’s assets and (ii) other expenses related to the operation and administration of such client, including, where relevant, fund administrator fees and expenses, directors’ and advisors’ fees and expenses, fees and expenses for legal, client compliance (including expenses related to various filings (or portions thereof) that Axonic is required to make as a result of managing a client’s portfolio, including Form PF and Annex IV under AIFMD, tax and withholding tax compliance that Axonic or a client undertakes, including under Common Reporting Standard (CRS), the Foreign Account Tax Compliance Act (FATCA), and anti-money laundering / know-your customer compliance that Axonic or a client undertakes), accounting, auditing, tax and other professionals, insurance premiums (including for E&O and D&O insurance and fidelity bonds), organizational and offering expenses (in certain cases), thirdparty valuation agent fees, licensing and filing fees, taxes and other governmental charges, and litigation and indemnification expenses. In general, the feeder Funds will indirectly share the administrative and other expenses of the related master Funds pro rata based upon their interests in the related master Fund. Axonic (or an affiliate) has formed and owns, and may in the future form and own, one or more affiliates to hold licenses to enable the clients to originate, hold, finance and/or securitize loans. Each participating client will be responsible for its allocable portion of the expenses related to forming and maintaining these

entities and obtaining and maintaining these licenses. The Structured Credit clients that own interests in real property will also incur expenses related to its real estate investments (whether related to transactions that are consummated or unconsummated) and leasing and operating activities. Certain clients may also incur income, withholding, value added, property, sales, transfer and other taxes. Some expenses may be capitalized. Please refer to Item 12 of this brochure for a discussion of Axonic’s brokerage practices. In connection with certain Structured Credit client’s investment in securities backed by commercial real estate loans, Axonic may negotiate to appoint a servicer for the underlying loans and in connection with that appointment require the servicer to rebate to Axonic (on behalf of such client) a portion of the fees payable to the servicer by the trust or similar entity holding the loans. Any such amounts received by Axonic from these servicers will reduce on a dollar-for-dollar basis the management fee and/or expense reimbursement amounts payable to Axonic by such client (in proportion to each Structured Credit client’s interest in such securities). Side Letters Axonic has and may in the future enter into agreements (sometimes referred to as “side letters”) with certain prospective, initial or existing Investors whereby such Investors may be subject to terms and conditions that are more advantageous than those set for other Investors. For example, such terms and conditions may provide for special rights to make future investments in the Funds, other investment vehicles or managed accounts; a reduction or rebate in Management Fees and/or Performance Fees or Allocations to be paid by the Investor; 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 which we may negotiate with such Investors. The terms of such side letters are provided solely at our discretion and may be based upon the size or timing of the Investor’s investment in the Funds (or in an affiliated entity), an agreement by the Investor to maintain such investment in the Funds for a certain period of time, or a similar or other type of commitment made by an Investor. Other Compensation The Funds may enter into transactions and conduct business with Axonic affiliates, and their respective principals, members and employees (hereinafter collectively referred to, together with Axonic, as the “Axonic Persons”), and such transactions and business should be considered as generating additional compensation for Axonic Persons. While such transactions and business will be on terms no less favorable than those that Axonic believes would be available from an independent third party, such transactions may create a conflict of interest. The clients may enter into transactions and conduct business with Funds and third parties, and Axonic Persons may also conduct business with and invest in these same Funds and third parties and may receive discounts and accommodations (which may be material) from such third parties as a result of the business generated by the clients for such third parties, and such arrangements should be considered as generating additional compensation for Axonic Persons. Payment Methods Fees and expenses may be deducted from client accounts or billed to the client, depending on the arrangement with the relevant client.

The descriptions set forth in this brochure of specific advisory services that we offer to clients, and investment strategies pursued and investments made by us on behalf of clients, should not be understood

to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that we consider appropriate, subject to each client's investment objectives and guidelines. The following is a summary of the strategies and methods Axonic uses in formulating advice or managing assets for its clients. Methods of Analysis and Investment Strategy Structured Credit Clients In general, the Structured Credit clients' (which include the Structured Credit Funds, the 1940 Act Funds and certain separately managed accounts) principal investment objective is to achieve a positive return on capital by primarily investing in structured credit products. Structured credit products include public and private U.S. and non-U.S. mortgage-backed securities ("MBS") and consumer-receivable-backed securities including commercial mortgage-backed securities ("CMBS"), whole residential and commercial mortgage loans and participations, commercial mortgage mezzanine loans and participations ("Mezzanine Loans"), residential mortgage-backed securities ("RMBS"), asset-backed securities ("ABS"), collateralized loan obligations ("CLO"), collateralized debt obligations ("CDO"), corporate and bankissued bonds, loans and participations, consumer loans and participations, real estate investment trust ("REIT") stock and other equity securities and indices, various single-name and index credit default swaps (cleared and uncleared), and any other instruments or investments Axonic deems appropriate in order to achieve the relevant client's investment objective, including, without limitation, interest only ("IO") securities and inverse IO securities, loan acquisitions and other loan-related activities such as the acquisition of non-qualified mortgage loans and the acquisition and resolution of pools of U.S. and nonU.S. non-performing loans and/or real estate owned ("REO") following foreclosure. In addition, various cleared and uncleared over the counter and exchange traded derivatives, including various swaps, options, swaptions, futures and forward agreements (both listed and over-the-counter) on various financial instruments, equity securities and indices, debt instruments and indices, government securities, treasuries, currencies and commodities may be used for speculative or hedging purposes. Financial instruments traded by the Structured Credit clients may be fixed, floating or inverse floating; interest-only or principalonly; of any maturity or no maturity; performing or distressed; senior or subordinate; or secured or unsecured. Positions may be leveraged, and may be financed by various sources of funding, including bank lines, margin trading, short positions, derivatives, including total return swaps, repurchase arrangements, participations and securitization transactions. In general, the investment strategy for the Structured Credit clients relies primarily on three components: (i) our ability to identify and purchase (or sell short) appropriate securities, (ii) an intensive analytical approach to risk management and portfolio construction and (iii) our ability to construct a blended portfolio of risk-based assets and, if applicable, hedges with a return profile over time that demonstrates increased total return while mitigating discrete risks. Axonic carries out the investment process and risk control procedures by applying various valuation tools including our own risk and valuation pricing model.

Systematic Arbitrage Clients In general, the Systematic Arbitrage clients' (which include the Systematic Arbitrage Funds and may, in the future, include certain separately managed accounts) principal investment objective is to achieve a positive return on capital by primarily investing in derivatives (including forward contracts) on U.S. agency mortgage-backed securities, global fixed income and credit derivative markets. To achieve its investment objective, the Systematic Arbitrage clients use a quantitative investment strategy and may invest in U.S. agency mortgage-backed securities and derivatives thereon (including forward contracts), interest rate swaps, swaptions, fixed-income futures and options, as well as equity and FX variance swaps. In addition, derivatives, both listed and over-the-counter, such as options, futures, forwards and variance swaps on various financial instruments, U.S. and non-U.S. mortgage-backed securities, such as residential mortgage-backed securities, equity securities, government securities, treasuries, currencies and commodities, exchange traded funds, single-name and index credit default swaps and options and inflation swaps may be used for speculative or hedging purposes. Positions may be leveraged, and may be financed by various sources of funding, including bank lines, margin trading, short positions and repurchase arrangements. In general, the Systematic Arbitrage clients' investment strategy relies primarily on three components: (i) our ability to identify persistent inefficiencies and relative value opportunities based on a set of robustly tested systematic rules; (ii) an intensive analytical approach to risk management and portfolio construction; and (iii) our ability to construct a blended portfolio of risk-based assets and hedges with a return profile over time that demonstrates increased total return while mitigating discrete risks. Axonic carries out the investment process and risk control procedures by using a quantitative signal generation and risk framework. Risk Factors A. Certain Risks of Fund Investments General. Acquiring an interest in a private investment fund involves a number of risks, including complete loss of investment. An investment in the Funds may be deemed a speculative investment and is designed for sophisticated Investors who fully understand and are capable of bearing the risk of the investment. No guarantee or representation is made that a Fund will achieve its investment objective or that Investors in a Fund will receive a return on or of their capital. The description contained below is a brief overview of different material risks related to the investment strategy and an investment in a Fund, 1940 Act Fund or other client. This list does not purport to be a complete enumeration or explanation of the risks involved in our strategy or an investment in the Funds. 1940 Act Funds or other clients and each of the risk factors described below may not be applicable to each client. Limitations on Redemptions and Transfers of Interests in the Funds. An Investor's investment in a Fund is subject to the structure and terms of that Fund as set forth in that Fund's offering documents and subscription materials. Although Investors in certain Funds may request redemption of their interests on available redemption dates, the Funds may impose limitations on redemptions and may delay payment of a portion of the redemption proceeds. There is no public market for interests in the Funds and those

interests may not be sold, assigned, or transferred without our consent. Interests in the Funds will not be registered under federal or state securities laws and may not be transferred unless registered under applicable federal and state securities laws or unless an exemption from such registration is available. An investor in a 1940 Act Fund should review the 1940 Act Fund's prospectus for information concerning the 1940 Act Fund's limitations on redemptions and transfer. B. Macroeconomic and General Market Risks General Economic Risks and Market Conditions. The success of the clients' investment activities will be affected by general economic and market conditions, including monetary and fiscal policy, asset price levels, investment flows, availability of credit, confidence levels, economic uncertainty, changes in laws (including tax law), trade barriers, currency exchange controls or redenomination, credit losses and global or national health emergencies. These factors may affect the level and volatility of asset prices and the liquidity of investments. Periods of volatility and illiquidity may impair profitability or result in losses. The availability of investment opportunities may decline, the time required to deploy capital may extend beyond expectations, and changes in the price of raw materials, petroleum products, agricultural commodities, and other inputs may affect inflation rates and currency exchange rates, which may in turn negatively impact the clients' investments and investment opportunities. There can be no assurance that current or future economic conditions will be favorable to the clients' strategies, and adverse developments in general economic and market conditions could have a material adverse effect on clients’ investments’ performance. External factors that may disrupt Axonic's investment program include, without limitation: (i) changes in macroeconomic conditions such as changing interest rates, inflation rates, availability of credit, currency exchange rates and controls, global growth rates, governmental trade and supply-anddemand relationships, and oil price shocks; (ii) changes in laws and governmental regulation, including changes in U.S. federal or state tax laws, federal or state securities laws, bank regulatory policies, accounting standards, and fiscal, monetary and exchange control programs and policies; (iii) technological developments; (iv) force majeure events; and (v) national and international political circumstances including the imposition of trade barriers and currency exchange controls. Any such factors may affect the level and volatility of securities and commodities prices, the liquidity and value of investments, the availability and terms of financing and the operations of Axonic, and may have a material adverse effect on clients and investments. Geopolitical Risk. Geopolitical events, including wars, blockades, territorial conflicts, terrorist acts, economic sanctions, trade policy disputes, and the actions of national governments can have a material adverse effect on general economic conditions, market conditions, and market liquidity. Geopolitical tensions include ongoing armed conflict in Ukraine, military conflict in Iran and elsewhere, and rising tensions between the United States and other countries, each of which may contribute to uncertainty, disruption, and volatility in global markets. It is impossible to predict the impact of geopolitical developments on the United States or global economies, or on the capital markets in which the clients invest. To the extent clients invest in issuers, obligors or real estate assets in geographic areas that are

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Axonic provides investment advisory services directly to its clients. Clients and Investors in the clients may include high net worth individuals, pension plans and retirement accounts, endowments, foundations, trusts, estates or charitable organizations, other funds (including other Axonic-managed Funds), family offices, private banks, investment managers, 1940 Act funds, insurance companies, and other individuals and corporate or business entities for which such investment is suitable. Details concerning applicable Investor suitability criteria and minimum investment amounts are set forth in the relevant Funds’ offering documents and subscription materials, as pertinent. Although we and our affiliates have the authority to accept subscriptions for lesser amounts, the minimum initial investment in the Funds is generally $1 million. In general, each Investor is required to meet certain suitability qualifications, such as being an “accredited investor” for purposes of Regulation D under the Securities Act of 1933, as amended, and a “qualified client” for purposes of Rule 205-3 under the Investment Advisers Act of 1940 (the “Advisers Act”). Additionally, Investors in certain Funds must meet the criteria for “Qualified Eligible Persons” under Section 4.7 of the rules of the Commodity Futures Trading Commission (the “CFTC”).

As stated in Item 5: Fees and Compensation, Axonic or an affiliate receives a Performance Fee or Allocation in relation to certain clients. The fact that Axonic and/or its affiliates are compensated through performance-based compensation may create an incentive for us to make investments that are riskier or more speculative, and/or to obtain greater leverage thereon, than would be the case in the absence of such compensation. In addition, in certain cases, the Performance Fee or Allocation may be based both on realized and unrealized gains and losses and, as a result, the Performance Fee or Allocation which we earn could be based upon unrealized gains that Investors may never realize. In our allocation of investment opportunities to clients, the Performance Fee or Allocation could create an incentive for us to favor a higher or lower allocation of certain opportunities to certain clients over other clients. We have procedures in place aimed at preventing conflicts and that are intended to ensure that all clients are treated fairly and to prevent any potential conflicts from influencing our investment recommendations and the allocation of investment opportunities among clients. Please refer to Item 12 of this brochure for further information. Our procedures are intended to ensure fair and equitable allocation among clients. These areas are monitored by the CCO. No other hourly or flat fees are charged. Management Fees for certain clients may be calculated by reference to the outstanding principal balance of the underlying debt instruments.

Axonic applied for approval as a registered Commodity Pool Operator with the CFTC in December 2012 and was approved in February 2013. Axonic was simultaneously approved as a member of the National Futures Association (“NFA”). Axonic Insurance shares office space and certain overhead services with Axonic. Axonic and its members and employees do not have any relationships or arrangements with other financial services companies, other than Axonic Insurance, that pose material conflicts of interest.

Code of Ethics Pursuant to Rule 204A-1 under the Advisers Act, the Firm has adopted a written Code of Ethics predicated on the principle that we owe a fiduciary duty to our clients. The Code of Ethics is designed to address and avoid potential conflicts of interest and is applicable to the Firm’s officers, directors, members, partners and employees (collectively referred to as “employees”). We require our employees to act in our clients’ best interests, abide by all applicable regulations and avoid any action that is, or could even appear to be, legally or ethically improper. Our Code of Ethics requires, among other things, that our employees, pre-clear certain personal securities transactions; report personal securities transactions on at least a quarterly basis; provide us with a detailed summary of certain securities holdings (both initially upon commencement of employment and annually

thereafter) over which such employees have a direct or indirect beneficial interest; and certify their compliance with the Code of Ethics on an annual basis. Trading in employee accounts will be reviewed by the Chief Compliance Officer and compared with transactions for the client accounts and reviewed against the restricted securities list. Our Code of Ethics forbids employees from trading on inside information in violation of federal securities laws, and we have designed and implemented policies and controls to prevent trading on the basis of inside information in violation of federal securities laws. A copy of our Code of Ethics will be provided to any current or prospective client or Investor upon request. Employees may have and make personal investments in certain Funds and 1940 Act Funds. Subject to compliance with the Code of Ethics, employees also may have and make personal investments in real properties, private companies, other funds and public companies, any or all of which at any time may be in competition with the clients. Principal and Cross Trades A principal transaction occurs when an investment adviser, acting for its own account (or the account of an affiliate) buys a security from, or sells a security to, a client’s account. We will conduct all principal transactions, if any, according to the disclosure and client consent requirements of Section 206(3) of the Advisers Act. The precise application of these disclosure and consent requirements may depend on the transaction. Axonic may, to the extent permitted under applicable law, effect client cross-transactions or principal transactions where a transaction is effected between a client, on the one hand, and Axonic (or any of its affiliates) or another account advised by Axonic or an affiliate, on the other hand. The independent member(s) on the advisory board or advisory committee of a Fund may consent on behalf of such Fund to principal transactions and other related-party transactions as described in the offering documents for such Fund. Certain “cross-trades” and principal transactions were completed among various clients during 2025 in accordance with Axonic’s compliance policies and procedures.

As an adviser and a fiduciary to the clients, we require that the clients’ interests must always be placed first and foremost, and our trading practices and procedures prohibit unfair trading practices and seek to disclose and avoid any actual or potential conflicts of interests or resolve such conflicts in the clients’ favor. We have adopted the following policies and practices to meet the Firm’s fiduciary responsibilities and to ensure our trading practices are fair to all clients and that no client is advantaged or disadvantaged over any other. In selecting brokers for execution, we assess the overall quality and cost of services, including factors other than solely the level of compensation and commissions, including execution quality and reliability, depth of coverage, block positioning capability, firm reputation, responsiveness and financial strength, trading expertise, accuracy and timeliness, commission rates, research, market intelligence, availability of other market makers, operational efficiencies, fairness in resolving disputes, financial responsibility and responsiveness.

Soft Dollar Benefits Although specific to each client, we are generally permitted by the applicable governing documents to utilize “soft dollars”, which are generated by trading activities to purchase research services or products that would otherwise have been an expense of the Firm. Generally, research services provided by broker dealers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, industry conferences, and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, software, and meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. Presently, Axonic has not entered into any soft dollar arrangements with broker-dealers. However, Axonic receives unsolicited research or other products or services other than execution (collectively the “Free Services”) at no apparent additional charge and not pursuant to any written “soft dollar” arrangement from a broker-dealer in connection with client securities transactions. Axonic limits the Free Services to items that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, market research reports; financial newsletters; software providing analysis of securities portfolios; corporate governance research and attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); and advice from broker-dealers on order execution. Should Axonic decide to enter into soft dollar arrangements with broker-dealers, we intend to limit the usage of soft dollars for obtaining research and brokerage services so as to remain within the guidance set forth in Section 28(e). Best Execution As a matter of policy and practice, we seek to obtain best execution for client transactions, i.e., seeking to obtain not necessarily the lowest commission but the best overall qualitative execution in the particular circumstances. We assess the overall quality, along with the cost of execution, including execution quality and reliability, depth of coverage, block positioning capability, firm reputation, responsiveness and financial strength, trading expertise, accuracy and timeliness, commission rates, research, market intelligence, availability of other market makers, operational efficiencies, fairness in resolving disputes, financial responsibility and responsiveness. Aggregated Trades The aggregation or blocking of client transactions allows an adviser to execute transactions in a more timely, equitable, and efficient manner and seeks to reduce overall commission charges to clients. Our policy is to aggregate transactions where possible and when advantageous to clients. In these instances, clients participating in any aggregated transactions will receive an average execution price and transaction costs will be shared on a pro-rata basis.

Allocations Our policy prohibits any allocation of trades based solely on the fees that may be earned by Axonic. Axonic and its affiliates may also give advice or take action with respect to other clients that differs from the advice given with respect to any particular client. If a determination is made that multiple clients should enter into or exit the same transaction (or group of transactions) at or about the same time, such transaction(s) will generally be allocated among such clients based on the Axonic’s automated allocation methodology (the “Automated Allocation”), unless Axonic determines in its discretion that the facts specific to the transaction(s) or the clients warrant an alternative methodology. Automated Allocations are based on various inputs, including the client’s target for the asset class and whether it has met its target, available cash, relative net asset value, whether a client is ramping its investment in the target asset class, and the eligibility of each client to invest in that asset class, which depends on various factors. Such inputs are subject to change, including intra-day, in the discretion of Axonic. In setting Automated Allocations or determining that an alternative methodology is warranted, there is a potential conflict of interest for Axonic to favor clients that pay higher fees or clients where Axonic has invested proprietary capital. The allocation policy is subject to change from time to time in the discretion of Axonic. Trade Errors As a fiduciary, we have the responsibility to effect orders correctly, promptly and in the best interests of the clients. In the event that any error occurs in the handling of any client transactions, due to our actions, or inaction, or actions of others, our policy is to assess each trade error on a case-by-case basis, and to correct the error promptly and in the best interests of the Funds and so as to avoid incurring a loss to the Fund. In general, we are personally responsible to reimburse the applicable client for trade errors caused by our gross negligence or willful misconduct. In correcting trade errors, any client gains from trade errors may not offset losses from trade errors, unless the underlying transactions constitute a single transaction. Any client gains caused by trade errors will be credited to the affected client(s). In addition, soft dollars may not be used to pay for correcting our trading errors.

Axonic has and may continue to enter into arrangements to compensate third parties for referring potential clients or investors to Axonic. Axonic compensates third parties only if the client or investor is aware of the fee arrangements (through disclosures or acknowledgments included in a subscription document) and the arrangement otherwise complies with applicable law, rules and regulations, including, if applicable, Rule 206(4)-3 under the Advisers Act.

Neither we nor any of our management personnel are subject to, or have in the past been subject to, any criminal or civil action in any domestic or foreign court, or any administrative proceedings before the SEC or any other state, federal or foreign financial regulatory authority, of the type required to be disclosed under this Item 9.

Review of Accounts The portfolio manager(s) and investment professionals of the Firm monitor and analyze the transactions, positions, and investment levels of the clients, as pertinent, to ensure that they conform with the respective client’s stated investment objectives and guidelines. In these reviews, we pay particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Reporting Axonic distributes to Investors annual audited financial reports, monthly or quarterly performance reports and annual tax information for the pertinent Fund. Axonic distributes reports to other clients pursuant to the contractual documentation with such clients.

The Firm complies with the requirements of Rule 206(4)-2 under the Advisers Act with regard to its custody of the assets of clients (“Custody Rule”). The accounts of the Funds are held in custody at qualified custodians including unaffiliated broker-dealers or banking institutions. Both Axonic and the general partners of the Funds organized as limited partnerships may be deemed to have custody of client assets. In accordance with the SEC’s custody rule, each of such Funds is audited on an annual basis. Copies of these audited financial statements are distributed to Investors in such Fund within 120 days of such Fund’s fiscal year end. For other clients for which Axonic does not have custody, client funds and securities are maintained with qualified custodians, such as banks, broker-dealers, or other depository institutions, who send account statements directly to the clients.

The Firm has full discretionary authority to manage the Funds, and the allocated portion of the other clients, respectively, including authority to make decisions with respect to, as pertinent, which assets are bought and sold, the amount and price of those assets, the brokers or dealers or sellers or buyers to be used for a particular transaction, and the commissions paid, and any financing thereof. Our authority is limited by our internal policies and procedures and by the investment guidelines of each Fund and each other client, as pertinent. These terms are set out in the private placement memoranda and in the governing documents of each Fund and each other client.

Proxy Voting Policy Axonic accepts authority to vote proxies for clients’ securities holdings. In accordance with Axonic’s fiduciary duty to clients under Rule 206(4)-6 under the Advisers Act, we have adopted and implemented policies and procedures governing the voting of client securities. We will vote proxies and other issuer solicitations in the best interests of the clients. All proxies that we receive will be treated in accordance with these policies and procedures. Investors may not direct proxy voting for particular solicitations, unless they have expressly reserved the right to do so.

We consider the reputation, experience, and competence of a company’s management and board of directors when we evaluate a prospective investment. Generally, we will vote in favor of what would be deemed as routine corporate matters, including the election of directors (where no corporate governance issues are implicated), the selection of auditors and increases in or reclassification of common stock. For other proposals, we will determine whether a proposal is in the best interests of the clients and may take into account the following factors, among others: whether the proposal was recommended by management (and, to this end, our opinion of management); whether the proposal acts to entrench existing management; and whether the proposal fairly compensates management for past and future performance. If we identify any material conflict of interest, we will determine whether voting in accordance with our voting guidelines and factors is in the best interests of the clients. A copy of our proxy voting policies and procedures is available upon request.

Axonic has not ever filed for bankruptcy, and is not aware of any financial condition which would negatively affect its ability to manage client accounts.