Bayview Asset Management, LLC

This Brochure generally includes information about BAM and its affiliates and their relationships with the Funds and SMAs (as defined below, and collectively “Clients”). While much of this Brochure applies to all such affiliates and Clients, certain information included herein applies to specific affiliates or Clients only. A.

General Description of Advisory Firm

The Registrant is a Delaware limited liability company that commenced operations in 2008 and has investment advisory offices in Coral Gables, Florida, New York, New York, Morristown, New Jersey, and Denver, Colorado. The principal owner of the Registrant is BAM Global, LLC, a Delaware limited liability company (“BAM Global”). BAM Global is the managing member of, and directly owns all of the equity interests in, the Registrant. David Ertel (the “Principal”) ultimately controls the Registrant through his indirect majority ownership interest in BAM Global. David Ertel also controls the Registrant’s affiliated general partner and management company entities that advise its Clients. B.

Description of Advisory Services

The Registrant and its affiliated general partner and management company entities (together with their controlled affiliates, “Bayview”) provide discretionary investment management services to private pooled investment vehicles, the securities of which are offered to investors on a private placement basis (each, a “Fund” and collectively, the “Funds”), and separately managed accounts of affiliated and unaffiliated insurance companies (the “SMAs”) that invest primarily in residential and commercial whole loans. Bayview Fund Management, LLC (the “Management Company”), a relying adviser and Delaware limited liability company that is a wholly-owned subsidiary of the Registrant, serves as the management company to the Funds and the unaffiliated SMAs. Oceanview Asset Management, LLC (“OAM”), a relying adviser and Delaware limited liability company that is a wholly-owned subsidiary of the Registrant, serves as the management company for certain Registrant-affiliated insurance and re-insurance company subsidiaries of Oceanview Holdings, Ltd. (collectively, the “Oceanview Group”), as well as certain accounts of unaffiliated insurance companies that are re-insurance clients of the Oceanview Group (with respect to investment accounts related to such reinsurance arrangements for which the Oceanview Group is the economic beneficiary). As of December 31, 2025, the Funds include: (i) Bayview Opportunity Domestic V, L.P. (“BOF-V Domestic”), Bayview Opportunity Offshore V, L.P. (“BOF-V Offshore”) and Bayview Opportunity Master Fund V, L.P. (“BOFV Master” and together with BOF-V Domestic and BOF-V Offshore, the “BOF-V Funds”). Bayview Capital GP V, LLC, a Delaware limited liability company, serves as the general partner of each of the BOF-V Funds.

(ii) Bayview Opportunity Domestic V AIV, L.P. (“BOF-V AIV Domestic”), Bayview Opportunity Offshore V AIV 1, L.P. (“BOF-V AIV 1 Offshore”), Bayview Opportunity Offshore V AIV 2, L.P. (“BOF-V AIV 2 Offshore”) Bayview Opportunity V Oceanview, L.P., and Bayview Opportunity V Oceanview II, L.P. (“BOF-V Oceanview” and together with BOFV AIV Domestic, BOF-V AIV 1 Offshore and BOF-V AIV 2 Offshore, the “BOF-V Oceanview Funds”). Bayview Capital GP V, LLC, a Delaware limited liability company, serves as the general partner of each of the BOF-V Oceanview Funds. (iii) Bayview Opportunity Domestic VI 1, L.P. (“BOF-VI Domestic 1”), Bayview Opportunity Domestic VI 2, L.P. (“BOF-VI Domestic 2”), Bayview Opportunity Domestic VI 3, L.P. (“BOF-VI Domestic 3”), Bayview Opportunity Offshore VI 2, L.P. (“BOF-VI Offshore 2”), Bayview Opportunity Offshore VI 4, L.P. (“BOF-VI Offshore 4”), Bayview Opportunity Offshore VI 5, L.P. (“BOF-VI Offshore 5”), and Bayview Opportunity Master Fund VI, L.P. (the “BOF-VI Master Fund”), collectively, the “BOF VI Funds.” Bayview Capital GP VI, LLC, a Delaware limited liability company, serves as the general partner of each of the BOF-VI Funds. (iv) Bayview Opportunity Domestic VIa 1, L.P. (“BOF-VIa Domestic 1”), Bayview Opportunity Domestic VIa 2, L.P. (“BOF-VIa Domestic 2”), Bayview Opportunity Domestic VIa 3, L.P. (“BOF-VIa Domestic 3”), Bayview Opportunity Offshore VIa 1, L.P. (“BOF-VIa Offshore 1”), Bayview Opportunity Offshore VIa 2, L.P. (“BOF-VIa Offshore 2”), Bayview Opportunity Offshore VIa 4, L.P. (“BOF-VIa Offshore 4”), and Bayview Opportunity Master Fund VIa, L.P. (the “BOF-VIa Master Fund”), collectively, the “BOF VIa Funds.” Bayview Capital GP VIa, LLC, a Delaware limited liability company, serves as the general partner of each of the BOF-VIa Funds. (v) Bayview MSR Opportunity Domestic, L.P. (“MSR Domestic”), Bayview MSR Opportunity Offshore, L.P. (“MSR Offshore”), Bayview MSR Opportunity (US) Intermediate Fund, LLC ("MSR Intermediate Fund 1"), Bayview MSR Opportunity (US) Intermediate Fund 2, LLC ("MSR Intermediate Fund 2"), Bayview MSR Opportunity (US) Master Fund, L.P. (“MSR US Master”), Bayview MSR Opportunity Master Fund, L.P. (“MSR Master” and together with MSR Domestic, MSR Offshore, MSR Intermediate Fund 1, MSR Intermediate Fund 2, and MSR US Master, the “MSR Funds”). Bayview Capital GP MSR, LLC serves as the general partner of MSR Domestic, MSR US Master and MSR Master. Bayview Capital GP MSR, Ltd., a Cayman Islands exempted company that is not affiliated with Bayview, serves as general partner of MSR Offshore and has delegated its authority to manage the affairs of MSR Offshore to the Management Company. (vi) Ivalo Fund, L.P. (“Ivalo Fund”). Ivalo GP, LLC serves as the general partner of Ivalo Fund. (vii) Koitere Fund, LP (“Koitere Fund”). Koitere GP, LLC serves as the general partner of Koitere Fund. (viii) Bayview Mortgage Securities Domestic, L.P., (“BMS Domestic”), Bayview Mortgage Securities Offshore, Ltd. (“BMS Offshore”) and Bayview Mortgage Securities Master Fund, L.P. (“BMS Master” and together with BMS Domestic and BMS Offshore, the “BMS Funds”). Bayview Mortgage Securities GP, LLC serves as the general partner of BMS Domestic and BMS Master. The directors of BMS Offshore are not affiliated with Bayview and have delegated authority to manage the affairs of BMS Offshore to the Management Company.

(ix) Bayview Liquid Credit Strategies Domestic, L.P. (“Liquid Credit Strategies Domestic”), Bayview Liquid Credit Strategies Offshore, L.P. (“Liquid Credit Strategies Offshore”) and Bayview Liquid Credit Strategies Master Fund, L.P. (“Liquid Credit Strategies Master” and together with Liquid Credit Strategies Domestic and Liquid Credit Strategies Offshore, the “Liquid Credit Strategies Funds”). Bayview Liquid Credit Strategies GP, LLC serves as the general partner of Liquid Credit Strategies Domestic and Liquid Credit Strategies Master. Bayview Liquid Credit Strategies Offshore GP, LLC, a Delaware limited liability company registered as a foreign company in the Cayman Islands, serves as general partner of Liquid Credit Strategies Offshore. (x) Seaview Strategic Fund, Ltd., (“Seaview Offshore”) and Seaview Strategic Master Fund L.P. (“Seaview Master,” and together with Seaview Offshore, the “Seaview Fund”). Seaview Strategic GP, LLC, a Delaware limited liability company, serves as the general partner of Seaview Master. The directors of Seaview Offshore are not affiliated with Bayview and have delegated authority to manage the affairs of Seaview Offshore to the Management Company. (xi) Bayview Opportunity Fund Domestic VII, L.P. (“BOF-VII Domestic”), Bayview Opportunity Fund Domestic (Employee) VII, L.P. (“BOF-VII Domestic (Employee)”), Bayview Opportunity Fund Offshore VII, L.P. (“BOF-VII Offshore”), Bayview Opportunity (US) Master Fund VII, L.P. (“BOF-VII Domestic Master Fund”), and Bayview Opportunity Master Fund VII, L.P. I (“BOF-VII Master Fund”), collectively the “BOF-VII Funds” and together with the BOF-V Funds, BOF-VI Funds, and BOF-VIa Funds, the “BOF Funds.” (xii) Suttons Bay Fund, L.P. (“Suttons Bays Fund”). Suttons Bay GP, LLC, a Delaware limited liability company, serves as the general partner of the Suttons Bay Fund. (xiii) Bayview Residential Mortgage Income Fund, L.P. (“Residential Mortgage Income Fund”). Bayview Residential Mortgage Income Fund GP, LLC, a Delaware limited liability company, serves as the general partner of the Residential Mortgage Income Fund. (xiv) Bayview Residential Loan Fund Domestic (Employee), L.P. (“Residential Loan Fund Domestic (Employee)”), Bayview Residential Loan Fund Domestic, L.P. (“Residential Loan Fund Domestic”), Bayview Residential Loan Fund Offshore, L.P. (“Residential Loan Fund Offshore”), Bayview Residential Loan Fund (US) Master Fund, L.P. (“Residential Loan Fund Domestic Master”) and Bayview Residential Loan Master Fund, L.P. (“Residential Loan Fund Offshore Master”), collectively the “Residential Loan Fund.” Bayview Residential Loan Fund GP, LLC, a Delaware limited liability company, serves as the general partner of the Residential Loan Fund. (xv) Pingora MSR JV I-A, LP (“Pingora JV I-A”), Pingora MSR JV I-B, LP (“Pingora JV IB”) and Pingora MSR JV Feeder I-B, LP (“Pingora JV Feeder I-B”), collectively the “Pingora Fund.” Pingora MSR JV I GP, LLC, a Delaware limited liability company, serves as the general partner of the Pingora Fund. (xvi) Bayview Commercial Real Estate Credit Fund Domestic, L.P. (“Commercial Real Estate Credit Domestic Fund”), Bayview Commercial Real Estate Credit Fund Offshore, L.P. (“Commercial Real Estate Credit Offshore Fund”), Bayview Commercial Real Estate Credit Fund Domestic (Employee), L.P. (“Commercial Real Estate Credit Domestic Employee Fund”), Bayview Commercial Real Estate Credit (US) Intermediate Fund, LLC (“Commercial Real Estate Credit Domestic Intermediate Fund”), Bayview Commercial Real Estate Credit

Intermediate Fund, L.P. (“Commercial Real Estate Credit Intermediate Fund”), Bayview Commercial Real Estate Credit Master Fund, L.P. ("Commercial Real Estate Credit Cayman Master Fund") and Bayview Commercial Real Estate Credit (US) Master Fund, L.P. ("Commercial Real Estate Credit Domestic Master Fund"), collectively the “Commercial Real Estate Credit Fund.” Bayview Commercial Real Estate Credit Fund GP, LLC, a Delaware limited liability company, serves as the general partner of the Commercial Real Estate Credit Fund. (xvii) Bayview Opportunity F1, L.P. (“F1 Fund”). Bayview Opportunity F1 GP, LLC, a Delaware limited liability company, serves as the general partner of the F1 Fund. As more fully set forth in Item 8, •

The BOF Funds invest across the entire value chain of lending and credit related financial instruments, assets and operating businesses. The BOF Funds invest globally. There are no substantive limits on the investment strategies, financial instruments, assets or jurisdictions that may be pursued by the BOF Funds. Bayview may emphasize or deemphasize certain strategies or instruments in its sole discretion based on its determination of relative value. The BOF Funds also invest in mortgage servicing rights (through an investment in the MSR Funds).

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The MSR Funds invest primarily in mortgage servicing rights (“MSRs”) and MSRassociated assets (e.g., repurchased agency whole loans, loans awaiting securitization, and credit risk transfer instruments). The MSR Funds also invest in other mortgagerelated and financial services-related investments, including, mortgage and assetbacked securities and public and private equity securities.

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The BMS Funds, Ivalo Fund, and Seaview Fund invest primarily in asset-backed securities.

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The Liquid Credit Strategies Funds invest primarily, although not exclusively, in assetbacked securities, equity and debt securities of finance and mortgage related issuers, and derivatives related thereto.

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The BOF-V Oceanview Funds hold an equity interest in the Oceanview Group, a group of affiliated insurance and re-insurance companies owned in part by BAM Global that as part of its insurance operations invests its assets in a wide array of investments that includes mortgage loans, mortgage-backed securities, private funds, collateralized fund obligations, and corporate debt securities.

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The Residential Mortgage Income Fund invests primarily in first-lien, residential mortgage loans, but also in residential real estate-related investments, including MSRs, transitional loans and second-lien loans.

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The Residential Loan Fund invests primarily in performing residential loans and related assets and instruments.

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The Commercial Real Estate Credit Fund invests primarily in performing commercial real estate loans and related instruments.

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The Pingora Fund invested exclusively in securities arising from one or more specified pools of MSRs related to U.S. mortgage loans. The Pingora Fund is no longer in its investment period.

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The F1 Fund is a separately managed investment vehicle that invests in other Funds.

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The Suttons Bay Fund is a separately managed investment vehicle that invests in other Funds.

The Registrant also acts as a sub-adviser to the Blackstone Alternative Multi-Strategy Fund, an investment company registered under the Investment Company Act of 1940 (the “Company Act”) that trades under the ticker BXMIX (the “Blackstone Fund”) that is sponsored by another unaffiliated SEC-registered investment adviser. The Registrant has discretionary investment authority with respect to its sub-advised portion of the Blackstone Fund. The Blackstone Fund’s adviser seeks capital appreciation by allocating the fund’s assets among a variety of non-traditional or “alternative” investment strategies, and Bayview’s allocated portions of such fund invests primarily in asset-backed securities. C.

Availability of Customized Services for Individual Clients

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Management Fee Generally, Clients pay the Management Company a fee for investment management services (the “Management Fee”). For the Funds, the fee paid for each fiscal quarter ranges from approximately 0.25% (1.00% per annum) to 0.5% (2.0% per annum) of the beginning net asset value of each investor’s capital account for such fiscal quarter. In consideration for the Management Fee, the Management Company provides to Clients certain office space and utilities, secretarial, clerical and other personnel services. For the Funds, the Management Fee is calculated and paid in advance but is amortized monthly by each Fund over the quarter for which such Management Fee is paid. For the SMAs, the Management Fee generally is calculated annually and paid quarterly in arrears. With respect to certain Funds, the Management Fee generally will be prorated for any capital contribution or withdrawal by an investor that is effective other than as of the first day of a quarter. With respect to certain Funds, in the event of a withdrawal by an investor other than as of the last day of the quarter, the Management Company will repay to the Fund a pro rata portion of the Management Fee, based on the actual number of days remaining in such quarter. In the sole discretion of the Management Company, the Management Fee may be waived, reduced or calculated differently with respect to certain investors. The Management Fee may be calculated differently with respect to certain Funds and SMAs that are set up for a single investor or a group of related investors, in accordance with the relevant Client’s constituent documents. Incentive Allocation The general partner of each Fund generally will receive an annual performance-based allocation (an “Incentive Allocation”) of a portion of the net capital appreciation allocated to each investor’s capital account, as more fully described below. Generally, at the end of each calendar year of the Funds, net capital appreciation, if any, allocated or apportioned to an investor’s capital account in such Fund will generally be reallocated or reapportioned by the Fund, as applicable, in the following order of priority (as more fully described in such Fund’s constituent documents): (i) first, to the investor until the investor has made up previous losses; (ii) second, to the investor until it has achieved a hurdle rate of return; (iii) third, to the general partner and the investor pursuant to a catch-up allocation until the general partner has received 15% of such net capital appreciation for such year; and (iv) fourth, an 85/15 split between the investor and the general partner, respectively, until the return equals a threshold amount. In the sole discretion of the relevant Bayview entity, the Incentive Allocation or Sub-Advisory Fee (as defined below) may be waived, reduced or calculated differently with respect to certain investors. With respect to certain Funds that are set up for a single investor or a group of related investors, the Incentive Allocation may be calculated differently, in accordance with the relevant Fund’s constituent documents.

Sub-Advisory Fee As a sub-adviser of BXMIX, the Registrant generally will receive an annual sub-advisory fee (a “Sub-Advisory Fee”) generally at a rate of 0.80% multiplied by the average daily net assets of the allocated portion of BXMIX’s assets. B.

Payment of Fees

Fees and compensation paid or allocated to the Management Company and the general partners by the Funds are generally deducted from the assets of such Funds (or reallocated from the investors’ capital accounts to the general partners’ capital accounts) at the times and in the manner discussed above. The investment adviser to the Blackstone Fund pays the Registrant’s Sub-Advisory Fee. For the SMAs, the Registrant issues invoices to the SMA investor for fees and expenses and does not deduct fees from the SMA assets. C.

Additional Fees and Expenses

Operational Fees and Expenses for Funds In addition to the fees described above, each Client will, to the extent not borne by an underlying portfolio investment, also bear all of the following operational and other fees, costs, liabilities, obligations and expenses and their pro rata share of any trading subsidiary’s (including BGOF (as defined below)) or special purpose vehicle’s costs, liabilities, obligations and expenses (collectively “costs”): (i) investment-related costs, including: (a) the costs associated with all investments and transactions considered, pursued, evaluated, owned, acquired and/or consummated by Clients, including but not limited to, costs associated with sourcing, negotiating, investigating, researching, diligencing (including, but not limited to, indexing of files, loan reviews, final collateral handling, fraud and compliance tools and quality assurance checks), financing, refinancing, structuring, acquiring, organizing, bidding-on, operating, holding, custodying, monitoring, hedging, shorting, restructuring, trading, selling, valuing, winding up, liquidating, dissolving or otherwise disposing of investments and potential investments (including followon investments), whether or not consummated or seeking to do any of the foregoing (including third-party research, data, analytics, modeling, structuring, pricing, execution and other third-party information systems, software, and service fees (including data feeds, subscriptions, periodicals, databases, reports and similar items)) related thereto; (b) costs incurred in the collection of monies owed to Clients; (c) travel and related costs associated with investments and potential investments and meals and entertainment relating to the foregoing, in each case, incurred in accordance with Bayview’s expense policies and procedures; (d) professional fees associated with investments and potential investments, including but not limited to accounting, consulting and appraisal, investment

banking, financing, commitment, legal, tax, expert networks, software and service providers, pricing and valuation related costs, and other advisory costs; (e) transaction fees, interest expenses and fees, broker, dealer, futures commission merchant, clearing and settlement charges, loan administration, private placement, sales, investment banker, finder and/or sourcing fees and similar services and similar costs associated with the acquisition, disposition and settling of investments and potential investments (including both commissions and discounts); (f) broken-deal, failed transaction, break-up and similar costs (including any portion thereof attributable to actual or potential co-investors); (g) costs of indebtedness, borrowings, guarantees, leverage and/or financing utilized, or proposed to be utilized by or on behalf of, Clients, including any working capital or credit facility, letter of credit, similar credit support, interest charges and fees; and (h) costs, fees and expenses of any Bayview affiliates (whether now existing or hereafter created) engaged to provide services by or on behalf of Clients, including any affiliates that are engaged to provide services pursuant to a BAM Agreement (as defined below); (ii) research and systems-related costs, including: (a) costs related to obtaining research and market data (including, without limitation, news and quotation equipment and services, market data services, fees to third-party providers of research and/or portfolio risk management services (including trade capture, inventory, order and execution management systems)); (b) any information-related expenses, including technology hardware, software or other technology incorporated into the cost of obtaining such research and market data, and including fees and expenses related to obtaining, processing and analyzing research or market data that may be considered “big data” or “alternative data”; (c) costs relating to information technology hardware, software, database packages or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk (including third-party risk management products and services, which may include the costs of risk management software or database packages), facilitate valuations and/or facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations), facilitate and manage the order execution of investments or otherwise manage the Funds or SMAs or any trading subsidiary or special purpose vehicle; and

(d) certain other costs related to third-party technology to support the management and oversight of reconciliations, collateral management, remittances and position tracking; (iii) organizational and offering costs, including: (a) organizational and reorganizational costs, including all expenses relating to the offer and sale of interests and printing, communications, mailing, courier, marketing and publicity costs; (b) placement fees payable by the Funds in connection with the offering of interests (which placement fees, to the extent not related to an agent or service provider engaged to market in a non-U.S. jurisdiction where the use of such agent is required to comply with the laws of such jurisdiction, will offset management fees dollar-for-dollar to the extent borne by the Funds) and fund representative and paying agent fees; (c) costs (including taxes, fees or other governmental charges) associated with the formation of any subsidiary, intermediate funds, special purpose vehicle, alternative investment vehicle, including any real estate investment trust, holding company or similar entity formed with respect to investments, including costs associated with depositories, alternative investment fund managers and other service providers that are necessary and/or required to be engaged in order to comply with the laws of the jurisdiction in which any such entity may be formed or have operations; (d) costs incurred in connection with negotiating any Fund investor side letter agreement or governing documents (including subscription agreements); and (e) costs related to registration, qualification and/or exemption under any applicable Federal, state, local or non-U.S. laws, rules or regulations, including blue sky fees and other securities-related filing expenses; (iv) costs related to third-party professionals, including: (a) consultants, valuation service providers, attorneys, accountants, third-party administrative fees and costs, and the costs of advisors utilized in the procurement, review, maintenance and analysis of insurance; (b) a money laundering reporting officer, a deputy money laundering reporting officer and an anti-money laundering compliance officer, if applicable; and (c) the independent members of Funds’ advisory boards, trading subsidiary’s or special purpose vehicle’s directors (including, without limitation, director registration fees), if applicable; (v) ongoing operational and regulatory and compliance costs, including: (a) legal, auditing and accounting costs (including costs associated with the preparation of the Fund’s financial statements, regulatory reporting filings, tax returns, Fund Schedules K-1); and fees and costs of third-party professionals,

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The investment programs for each of the Funds and SMAs involve a substantial degree of risk and such activities could result in a substantial loss of capital, which investors should be prepared to bear. The Funds (Generally) Subject to any limitations in a particular Fund’s constituent documents, Bayview is authorized to invest in all types of securities or other financial instruments and assets of issuers and counterparties located in any region of the world. The securities, instruments, and other assets in which one or more of the Funds may invest include, but are not limited to debt or equity securities of any issuer (public or private), including capital stock; shares of beneficial interest; partnership interests and similar financial instruments; loans (including, without limitation, residential, commercial and consumer performing, non-performing and re-performing whole loans, agency, non-agency and commercial mortgage-backed securities, interest-only securities and inverse interest-only securities and real-estate owned (“REO”)) and loan participations; structured products; bonds, notes and debentures (whether subordinated, convertible or otherwise); currencies; interest rate, currency, commodity, equity and other derivative products including, without limitation: (i) futures contracts (and options thereon) relating to stock indices, securities, currencies, commodities, U.S. Government and foreign government securities and other financial instruments; (ii) swaps, options, swaptions, puts, calls, warrants, debt securities, caps, collars, floors and forward rate agreements; (iii) spot and forward currency transactions; and (iv) agreements relating to or securing such transactions; real estate securities; credit risk transfer agreements; mortgage-backed obligations issued or collateralized by Federal agencies (including, without limitation, fixed-rate pass-throughs, adjustable rate mortgages, collateralized mortgage obligations and stripped mortgage-backed securities); MSRs; equipment lease certificates; equipment trust certificates; credit paper; accounts and notes receivable and payable held by trade or other creditors; trade acceptances; choses in action; contract and any other claims; executory contracts; participations; mutual funds; exchangetraded funds; money market funds; obligations of the United States or any state thereof, foreign governments and instrumentalities of any of them; commercial paper certificates of deposit; banker’s acceptances; trust receipts; and other obligations and instruments or evidences of indebtedness of whatever kind or nature; in each case, of any person, corporation, government or other entity whatsoever, whether or not publicly traded or readily marketable; and real and personal property, including, without limitation, office, retail, industrial, hotel, residential, recreational, health care or mixed-use assets or land. The BOF Funds The investment objective of the BOF Funds is to generate attractive, risk-adjusted returns by investing across the entire value chain of lending and credit related financial instruments, assets and operating businesses. The BOF Funds invest globally. There are no substantive limits on the investment strategies, financial instruments, assets or jurisdictions that may be pursued by

the BOF Funds. Bayview may emphasize or deemphasize certain strategies or instruments in its sole discretion based on its determination of relative value.. The BOF Funds will employ on occasion a credit facility (“Commitment Facility”) to finance certain investments. Borrowing capital from the Commitment Facility (instead of drawing down investors’ capital commitments) will increase the BOF Funds’ leverage and thus may shorten the period required to attain an investor’s hurdle amount and/or produce a higher internal rate of return (as these figures are based on net asset value) than if such figures were calculated based on the drawdown of capital commitments. The MSR Funds The investment objective of the MSR Funds is to generate attractive risk-adjusted returns by generating current income and capital appreciation through mortgage related and other investments. A substantial majority of the MSR Funds' assets are invested in mortgage servicing rights (“MSRs”) and MSR Associated Assets (as defined in the relevant PPM). While the MSR Funds focus primarily on investing in MSRs and MSR-related assets, the MSR Funds may also invest in other mortgage-related and financial services-related investments, including, without limitation, investments in public and private equities, asset-backed securities, other mortgage-related agency bonds (including first-loss tranches), interest-only securities and inverse interest-only securities, agency and non-agency mortgage-backed securities and mortgage-related credit, interest-only, and real estate derivatives, and real estate-backed residential and commercial loans. Bayview may emphasize or deemphasize different asset types, sectors and geographies (U.S. and non-U.S. jurisdictions) from time to time, depending on, among other things, the perceived opportunities, relative risk-adjusted expected returns and market cycles. The MSR Funds also will employ on occasion a Commitment Facility to finance certain investments. Borrowing capital from the Commitment Facility (instead of drawing down investors’ capital commitments) will increase the MSR Funds’ leverage and thus may shorten the period required to attain an investor’s hurdle amount and/or produce a higher internal rate of return (as these figures are based on net asset value) than if such figures were calculated based on the drawdown of capital commitments. The Securities Funds Bayview’s investment strategy with respect to the Liquid Credit Strategies Funds is to generate risk adjusted returns by employing a range of investment strategies globally, including investing in public and private securities and a broad array of other financial instruments and assets in both private and public markets. There are no substantive limits on the investment strategies that may be pursued by these Funds. The Liquid Credit Strategies Funds may invest in assets relating to the mortgage industry, including, mortgage-backed securities, collateralized debt obligations, collateralized loan obligations, risk transfer securities, commercial mortgage-backed securities, asset-backed securities, interest-only securities and inverse interest-only securities, mortgage-related credit and real estate derivatives, interest rate derivatives and equity, debt or options in real estate related or mortgage-related companies, among other industry similar assets, including other assets secured by U.S. and non-U.S.

collateral. These Funds may also engage in short selling for both investment and hedging purposes. The Liquid Credit Strategies Funds generally do not invest directly in whole loans. Bayview’s investment strategy with respect to the BMS Funds, Ivalo Fund, and Seaview Fund is to generate risk-adjusted returns by investing globally primarily in primary and secondary market asset-backed securities and related derivatives and financial instruments. The Ivalo Fund may also invest in mortgage-related and financial services-related equity investments (e.g., equity investments in mortgage originators, servicers, lenders, mortgage insurers, banks and real estate investment trusts). BOF-V Oceanview The BOF-V Oceanview Funds hold an equity interest in the Oceanview Group, an affiliate of the Registrant. The Oceanview Group consists of certain insurance and re-insurance company subsidiaries of Oceanview Holdings, Ltd., as well as certain accounts of insurance companies that are re-insurance clients of the Oceanview Group (with respect to reinsurance arrangements for which the Oceanview Group is the economic beneficiary, “Cedent Accounts”), that focus primarily, although not exclusively, on residential and commercial whole loans, mortgagebacked securities, corporate debt securities, private funds, collateralized fund obligations, and other credit-sensitive financial instruments. Oceanview Asset Management, LLC, a relying adviser to the Registrant, acts as investment adviser for the Oceanview Group and the Cedent Accounts. Residential Mortgage Income and Residential Loan Funds Bayview’s investment strategy for the Residential Mortgage Income Fund and the Residential Loan Fund is to invest in, and manage, a portfolio of residential mortgage loans and obligations. These funds primarily invest in first-lien, residential mortgage loans. The Residential Mortgage Income Fund also invests in residential real estate-related investments, including, but not limited to, the MSR Funds, transitional loans (fix and flip), and second-lien loans. Second lien investments generally will not exceed 5% of the Residential Mortgage Income Fund's net assets (measured at the time of investment). The Residential Mortgage Income Fund generally will invest solely in the United States, but will have exposures to other jurisdictions and geographies due to its investment in the MSR Funds. The Residential Loan Fund has exposure to the vast and differentiated residential loan credit spectrum to seek to take advantage of dislocations and targeted credit exposures, which may be expressed through various forms of residential loans that will have varying levels of seniority. The Residential Loan Fund will also invest in interest only securities or inverse interest only securities, which often offer offsetting duration and implicit mortgage basis exposures in the whole loans. The Commercial Real Estate Credit Fund Bayview’s investment strategy for the Commercial Real Estate Credit Fund is to generate attractive, risk-adjusted returns, capital preservation, and current income by investing primarily in performing commercial real estate debt and securities and other related assets. The Commercial Real Estate Credit Fund primarily invests in the United States, Canada and Europe, but may pursue investments in other jurisdictions where the Management Company believes attractive opportunities exist.

The Blackstone Fund Bayview’s investment strategy with respect to its allocated portion of the Blackstone Fund is to generate capital appreciation by investing in certain residential mortgage-backed securities, commercial mortgage-backed securities, and consumer asset-backed securities within a defined investment mandate. The descriptions set forth in this Brochure of specific advisory services that Bayview offers to clients, and investment strategies pursued and investments made by Bayview on behalf of its clients, should not be understood to limit in any way Bayview’s investment activities. Bayview may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Bayview considers appropriate, subject to each client’s investment objectives and guidelines. There can be no assurance that the investment objectives of any Fund or SMA will be achieved. B.

Certain Risks Relating to Investment Strategies

The following risk factors do not purport to be a complete list or explanation of the risks involved with the activities of Bayview, the Funds, the SMAs, or the Blackstone Fund. These risk factors include only risks that Bayview believes to be material, significant or unusual based on information currently available, and relate to particular investment strategies employed by Bayview and client investments made pursuant thereto (some of which also apply to Bayview’s allocated portion of the Blackstone Fund, particularly those relating to certain ABS and MBS (defined below)), and do not address material, significant or unusual risks associated with other factors, including, without limitation certain instrument types, structural risks and certain market risks, or risks applicable to the Blackstone Fund beyond the portion allocated to Bayview. Overall Investment Strategy and Investment Risks Risks of Investments Generally. All investments risk the loss of capital. No guarantee or representation is made that Clients’ investment programs will be successful. Clients’ investment programs involve, without limitation, risks associated with limited diversification and concentration, leverage, investments in speculative assets and the use of speculative investment strategies and techniques, interest rates, currencies, volatility, tracking risks in hedged positions, credit deterioration or default or prepayment risks, systems risks and other risks inherent in the Clients’ and any controlled affiliates’ activities. Certain investment techniques (e.g., use of direct leverage or indirectly through leveraged investments) can, in certain circumstances, magnify the impact of adverse market moves to which the Clients may be subject. In addition, Clients’ investments may be materially affected by conditions in real estate markets, the financial markets and overall economic conditions occurring globally and in particular countries or markets where Clients and any controlled affiliates may invest their assets. Methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted.

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As described in Item 4, Bayview provides investment advice to the Funds, the SMAs, and the Blackstone Fund. Bayview also provides investment advice to its affiliate, the Oceanview Group, as well as certain accounts of unaffiliated insurance companies that are re-insurance clients of the Oceanview Group (with respect to investment accounts related to such reinsurance arrangements for which the Oceanview Group is the economic beneficiary). For each Fund, the constituent documents set minimum amounts for investment by prospective investors. Bayview may modify or waive such minimum investment requirements in a Fund from time to time; however, investors in each Fund and SMA must: (i) be “accredited investors,” as defined in Regulation D under the Securities Act; (ii) either a “qualified purchaser,”, as defined in the Company Act, or a “knowledgeable employee,” as defined under Rule 3c-5 of the Company Act; and (iii) meet other suitability requirements.

As noted in Item 5, Bayview receives performance-based compensation from the Clients. Investors should be aware that performance-based compensation may be deemed to create a conflict of interest for Bayview, as there can be an incentive for Bayview to make investments that are riskier or more speculative than would be the case in the absence of performance compensation. In addition, in situations where certain Clients will pay smaller performance compensation (due to the existence of a loss carryforward, a higher preferred return, different compensation rates and structures or otherwise), there can be an incentive for Bayview to favor those Clients that pay higher performance compensation, for example, by allocating more opportunities to such Clients. To seek to mitigate this inherent conflict of interest, Bayview has implemented allocation policies and procedures (discussed more fully in Item 11D) that seek to ensure that strategy appropriate investments are allocated among the Clients (including where appropriate, the Blackstone Fund) on what Bayview deems to be an equitable basis.

Broker-Dealer Registration Status

Not applicable. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. Certain Funds trade commodity interests. The Registrant is not registered with the CFTC as a CPO or CTA and relies on CFTC staff no-action relief (CFTC Staff Letter No. 25-50) for QEPonly Funds. See Item 8 for related risks. C.

Material Relationships or Arrangements with Industry Participants

Bayview’s Relationship with Clients and Other Affiliates As more fully discussed in Item 4, Bayview and its affiliated general partner and management company entities provide discretionary investment management services to its Clients. Certain inherent conflicts of interest arise from the fact that Bayview and its affiliates provide investment management services to multiple Funds and SMAs (including affiliated insurance companies, reinsurance companies, and related cedent relationships), and may in the future provide investment management services to other funds, client accounts, or principal accounts (such other funds, clients and accounts, collectively the “Other Accounts”), in which the Funds and SMAs will not have an interest. Bayview currently manages Funds (including both commingled funds and funds of one, both evergreen and closed-ended, some of which are no longer in their investment periods, and several of which are currently in their investment periods) and SMAs that employ strategies that overlap with or are similar to that of other Funds and SMAs. The investment programs of the Funds, SMAs, and future Other Accounts may or may not be similar. Bayview may give advice and recommend securities to a Client or an Other Account which may differ from advice given to, or investments recommended or bought for Clients or Other Accounts, even though their investment objectives may be the same or similar to each other. The portfolio strategies employed by Bayview in managing the Funds, SMAs, and Other Accounts could conflict with the transactions and strategies employed by Bayview in managing other Clients and could affect the prices and availability of the securities and instruments in which certain Funds and SMAs invest. Conversely, participation in specific investment opportunities has been and will be appropriate, at times, for multiple Clients and/or Other Accounts. Although the sale of specific investments held by multiple Clients generally is expected be on a pari passu basis, Bayview has sold and, in its sole discretion, may sell investments from various Clients on a non-pari passu basis based on a variety of factors that are considered when Bayview makes allocation decisions. Accordingly, it is possible that one Client may be selling an investment, while another Client is retaining or investing more capital in the same investment. Bayview’s investment professionals or other employees will acquire, in their capacities as investment professionals or otherwise of one or more Client, non-public information regarding investment opportunities, business methodologies, strategies and other proprietary information that is shared with and ultimately used for the benefit of other Clients, including their portfolio companies.

Other Accounts may have different or additional terms than Clients, including different fees, information rights and liquidity rights, or the right to wind down and terminate without cause or upon the occurrence of certain events. Additional information may affect an investor’s decision to invest additional capital in, to remain invested in, to withdraw from or to terminate an Other Account, and may also give an investor additional information with respect to the investment portfolio of Clients to the extent positions overlap. Any such withdrawals or terminations could cause an Other Account to liquidate its positions ahead of Clients, which may have a material adverse effect on Clients to the extent positions overlap. While Bayview will undertake to manage the Funds, SMAs, and Other Accounts diligently in pursuit of their respective investment objectives, Bayview will devote as much of its time to the activities of Clients and Other Accounts as it deems necessary and appropriate. When a conflict of interest arises, Bayview will endeavor to ensure that the conflict is resolved fairly. Bayview currently operates certain groups in its investment management business without permanent ethical screens or information barriers that many other investment management firms or other similar institutions implement to separate persons who make investment decisions from others who might possess material non-public information that could influence such decisions. In an effort to manage possible risks arising from Bayview’s decision not to implement such screens, Bayview maintains a code of ethics and provides training to relevant personnel with respect to conflicts of interest and how such conflicts are identified and resolved under Bayview’s policies and procedures. In addition, Bayview’s compliance department maintains a list of restricted securities with respect to which Bayview could have access to material non-public information and in which the Clients are not permitted to trade. In the event that any employee of Bayview obtains such material non-public information with respect to any one of Bayview’s investment management businesses, Bayview will be restricted in acquiring or disposing of the relevant investments on behalf of all Clients, which could impact the returns generated for Clients. Notwithstanding that Bayview does not maintain permanent structural information barriers among certain groups within its investment management businesses, Bayview expects, in certain cases, to manage possible risks associated with access to material non-public information by maintaining temporary information barriers that limit the dissemination of material non-public information concerning certain Bayview strategic and other transactions to a designated group of Bayview personnel. The MSR Funds Certain Funds have made investments in the MSR Funds in order to gain exposure to MSRs, which, for the avoidance of doubt, may be a primary investment into the MSR Funds or the acquisition of an interest in the MSR Funds from one or more other Funds. To the extent that Funds invest in the MSR Funds, those Funds may subsequently seek to exit from such investment through a transfer of their respective interests in the MSR Funds to one or more other Funds. While such transaction would generally be considered a cross transaction, the Funds may transfer their interests in the MSR Funds to one or more other Clients without the consent of an advisory board and without receiving investor consent to the extent that such transfer is completed at a purchase price that is equal to at least the selling Fund’s pro rata share of the then-current net asset value of the MSR Funds. An investment in the MSR Funds will give the investing Funds exposure to the entirety of the MSR Funds’ portfolio. While no management fees or incentive allocations are charged to the investing Funds by the MSR Funds, the MSR Funds, like other Funds, have entered into

transactions and other arrangements with Bayview pursuant to which Bayview receives fees from the MSR Funds for (i) sourcing investment opportunities, underwriting and managing the purchase process for certain of the MSR Funds’ investments and (ii) originating certain of the loans in the MSR Funds’ portfolio, which will be indirectly borne by the investing Funds to the extent of their investment in the MSR Funds. Additionally, because certain Funds that invest in the MSR Funds are controlled by an affiliate of the general partner of the MSR Funds, they will not be able to participate in certain investor votes or approvals with respect to the MSR Funds. Conflicts arise where Bayview is required to meet certain underlying withdrawal obligations to investors in a Fund, where such Fund maintains an investment in the MSR Funds. Those Funds have made and may, in their sole discretion, make withdrawal requests on the same terms as are applicable to other limited partners that are not affiliated with the Funds, which has been and in the future may be motivated by withdrawals by such other Fund’s underlying investors or where such other Funds are at or approaching the expiration of their term. Investors in the MSR Fund will not be provided with notice of any such withdrawals by another Fund. Lakeview and Guild Certain Clients have purchased and are expected in the future to purchase loans that may be eligible to be delivered to the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or Government National Mortgage Association (“GNMA” together with Fannie Mae and Freddie Mac, the “Agencies”). Certain licenses are required to deliver loans to the Agencies. An affiliate of Bayview, Lakeview, which is owned by the MSR Funds, has the appropriate licenses to deliver loans to the Agencies. Certain Clients will enter into a contract with Lakeview, pursuant to which Lakeview delivers loans to the Agencies on behalf of the Clients, and Lakeview pays to the Clients an amount equal to the full proceeds of the sale of such loans to the Agencies. The Clients provide full recourse representations and warranties to Lakeview regarding the loans. In exchange for its services, Lakeview retains the MSR associated with each loan that it delivers on behalf of Clients. Additionally, in the ordinary course of their business as an Agency-licensed servicer, Lakeview and Guild routinely act as the servicer for Agency loans that have been securitized into Agency MBS. Certain Clients have in the past and are expected in the future to trade Agency MBS for which Lakeview and/or Guild services a material portion of the underlying loans. Clients will purchase such securities in the primary market at the price set by, and through, the underwriter, and will be subject to the same terms and conditions as other Agency MBS market participants. Clients may also purchase and sell Agency MBS for which Lakeview and Guild service a material portion of the underlying loans in the secondary market without any limitations. Bayview Subsidiaries As described more fully in the confidential private placement memorandum of each Fund, or the investment management agreement of each SMA, Bayview receives fees and/or commissions from certain Clients pursuant to certain agreements between them (and/or an affiliate thereof) and Bayview (and/or its subsidiaries, including Silver Hill Capital, Bayview Commercial Mortgage Finance, and Glasslake Funding) (the “BAM Agreements”) for: (i) sourcing acquisitions and sales opportunities; (ii) servicing or overseeing the servicing of certain of the loans in such Clients’ portfolios, including trust management fees and

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Bayview strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, Bayview has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees are expected to uphold: •

employees must at all times place the interests of Clients first;

•

all personal securities transactions must be conducted in a manner consistent with the Code;

•

any actual or potential conflicts of interest must be disclosed;

•

any abuse of an employee’s position of trust and responsibility must be avoided;

•

employees must not take any inappropriate advantage of their positions;

•

information concerning the identity of securities and financial circumstances of Clients, including the Funds’ investors, must be kept confidential;

•

independence in the investment decision-making process must be maintained at all times; and

•

employees must comply with applicable Federal and state securities laws and Bayview’s company policies.

The Code also places restrictions on personal securities trades by all employees. Employees designated as “access persons” are subject to additional requirements, including that such employees pre-clear personal trades in covered securities, that they disclose their personal securities holdings and transactions to Bayview on a periodic basis, and that they are generally prohibited from trading in covered securities of restricted issuers. The Code is distributed to each employee at the time of hire and annually thereafter, and it is available on Bayview’s intranet. On an annual basis, the Registrant requires all employees to certify that they are in compliance with the Code. The Registrant also supplements the Code with ongoing monitoring of employee activity. Clients and prospective clients may receive a copy of the Code upon request by contacting the Registrant at the address or telephone number listed on the first page of this document. B. Securities in which the Registrant or a Related Person Has a Material Financial Interest As discussed in Item 10(c) and further described below, certain Clients have entered and are expected to enter into transactions and other arrangements with Bayview or other Clients that could be viewed as “principal” or cross transactions.

Investments may be purchased jointly by or for the benefit of one or more of the Clients and Other Accounts (whether currently in existence or formed in the future) managed by Bayview. For purposes of operational efficiency, such investments may be initially purchased by an entity jointly owned by some or all of such investment entities before being allocated at cost among the participating Clients pursuant to Bayview’s allocation policy. Bayview subsidiaries may originate a new loan to a borrower, originate a new loan to refinance an existing loan owned by one or more Clients, or may accomplish modifications that result in a new loan. A Client may purchase such loan from the Bayview subsidiary at a price equal to the net cost basis of the loan (plus, for the avoidance of doubt, applicable fees disclosed in the relevant Fund or SMA constituent documents) or otherwise purchase assets from Bayview at fair market value from time to time. No Fund will purchase assets from Bayview (including its subsidiaries) unless such purchase is described in such Fund’s constituent or disclosure documents or is approved by such Fund’s advisory board or investors. As previously noted, certain opportunities in the mortgage credit sector require licensing and approvals that Clients may not have. In order to take advantage of these opportunities, certain Clients have entered, and may in the future enter, into agreements with Bayview affiliates to effect these transactions (e.g., agreements pursuant to which a Bayview affiliate buys or sells assets on the Clients’ behalf at no material increase in cost to the Clients); provided that the arrangements with the Bayview affiliate are, and will be, structured so that the economic result would be substantially identical to the economics that would have existed had the Clients entered into the transactions directly. Since the transactions are for the benefit of the Clients, the transaction agreements provide that the Clients will indemnify the Bayview affiliate with respect to any costs and losses associated with respect to the obligations and any other costs and losses associated with the transactions. Similarly, certain Clients have entered, and may in the future enter, into Risk-Sharing Arrangements with one or more governmental agencies or financial institutions, in which they have committed or will commit to absorb a percentage of realized losses on a reference pool of assets owned and/or securitized by the agency or financial institution, either directly or through an issuing entity affiliated with Bayview or another Fund managed by Bayview affiliates, since one or more of the agencies requires direct risk-sharing counterparties to be affiliated with an agency licensed seller/servicer and certain Clients are not an agency licensed seller/servicer. Loans in the reference pool of the Risk Sharing Arrangement may have been originated and/or may be serviced by a Bayview affiliate, another Client managed by a Bayview affiliate, or by unaffiliated third parties. If a special purpose entity is used as an issuing entity in connection with a Risk Sharing Arrangement with an agency, it will be owned by Lakeview or SHC, which are both agency approved seller/servicers, or another seller/servicer approved by such agency and affiliated with Bayview. Certain Clients will purchase securities from the issuing entity (or from the parent of the applicable issuing entity) and the issuing entity will use the purchase proceeds of the securities to effect the transactions with the agency or financial institution described herein. The issuing entity will then distribute cash-flows to the Clients as the owner of the issued securities to effect the transactions described herein. Pursuant to a particular Risk Sharing Arrangement, Lakeview or SHC may be transferred the servicing rights of certain loans subject to the Risk Sharing Arrangement, to the extent such agency has the right to transfer servicing from third-party servicers. Accordingly, at any given time, loans in the reference pool of the Risk Sharing Arrangement may be serviced by Lakeview or SHC or by one or more third party servicers. If Lakeview or SHC is hired by an

agency or third-party financial institution to service loans in the reference pool, the fees paid to Lakeview or SHC by such agency or financial institution may be lower or higher than the fees paid to Lakeview or SHC to service loans owned by the Funds. Certain Clients have gained and Other Accounts will gain in the future exposure to MSRs by investing in the Bayview MSR Funds. An investment in the Bayview MSR Funds will give such Clients exposure to the entirety of the Bayview MSR Funds’ portfolio. While no management fees or incentive allocations will be charged to the Funds by the Bayview MSR Funds, the Bayview MSR Funds, like other Funds, have entered into transactions and other arrangements with Bayview pursuant to which Bayview will receive fees from the MSR Funds for (i) sourcing investment opportunities, underwriting and managing the purchase process for certain of the MSR Funds’ investments and (ii) originating certain of the loans in the MSR Funds’ portfolio, which will be indirectly borne by these Clients to the extent of their investment in the Bayview MSR Funds. Additionally, because these Funds are controlled by a Bayview affiliate, they will not be able to participate in certain votes or approvals with respect to the Bayview MSR Funds. Certain Clients that invest in securities have purchased, and are expected to continue to purchase, MBS (“BOF Sponsored MBS”) issued in connection with BOF securitizations. Such Clients are permitted to invest in the primary market up to a specified percentage in the aggregate of the issued BOF Sponsored MBS from each such BOF Securitization. Because Bayview has certain input in determining the terms and price of the BOF Sponsored MBS, such input could give rise to potential conflicts of interest. In connection with such transactions, Bayview will act in a fair and equitable manner to the BOF Funds and such other Clients. Additionally, Clients will purchase any BOF Sponsored MBS at the price set by, and through, the underwriter, and will be subject to the same terms and conditions as other market participants. BOF Securitizations may also be acquired by Clients on the secondary market without any limitations. To the extent permitted by applicable law, BAM may cause certain Clients or Other Accounts to purchase investments from, to sell investments to, to exchange investments with, or to transfer investments to another Clients or an Other Account, or a BAM affiliate for a variety of reasons, including, without limitation, Bayview’s perception of the liquidity of each Client at the time of the transfer and on a going-forward basis; relative exposure to market trends; the remaining term or time remaining in the investment period of each such Client; the expected target size of the account or program; and the investment programs and portfolio positions of the Clients. Any such purchases, sales, exchanges or transfers will be effected based upon the independent current market price or fair market value of the investment. Bayview may rely on one bona fide bid from a non-affiliated party and/or independent pricing source in order to establish the independent current market price or fair market value for such transactions. Additionally, Clients have sold and may sell in the future certain assets from time to time to (i) Fund investors and/or Fund investor-affiliated or owned entities or (ii) investors in SMAs or Other Accounts. These transactions will be effected at fair value, and on terms that are agreed to on an arm’s length basis. The Principal, individually, on behalf of members of his family, through or on behalf of trusts, partnerships, companies (including the Oceanview Group) and other entities formed for his benefit and the benefit of members of his family, or through or on behalf of trusts, partnerships, foundations, companies and other entities which may from time to time include other

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Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions As noted previously, Bayview has full discretionary authority to manage the Funds and SMAs, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Bayview’s authority is limited by its own internal policies and procedures and each Client’s investment guidelines. Portfolio transactions for Clients are allocated to brokers and dealers on the basis of best execution and in consideration of a broker’s or dealer’s ability to effect the transactions, its facilities, reliability and financial responsibility and, in the case of broker-executed transactions, the provision or payment by the broker of the costs of research and researchrelated services which are of benefit to Clients and Bayview. The selection of a broker (including a prime broker) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services also may be influenced by, among other things, the following: the financial condition of the broker, diversification of counterparty risk, assessment of jurisdiction and bankruptcy laws governing the entity that holds the Funds’ assets, financing terms, including length of commitment and amount and availability of financing, operational capabilities, and other factors deemed appropriate. Bayview need not solicit competitive bids and does not have an obligation to seek the lowest available commission or other transaction costs. The commissions and other transaction costs (which may include dealer markups or markdowns arising in connection with riskless principal transactions) charged to Clients by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers that may not offer such products and services. Research and Other Soft Dollar Benefits Bayview does not currently expect that Clients will use commission or “soft” dollars to any significant extent to pay for research products or services, given that the primary focus of existing Clients’ investment programs does not incorporate to a significant extent the types of securities trades that generate “soft” dollars that are eligible for treatment under Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended. However, particularly in light of the opportunistic investment program of certain Funds, Bayview reserves the right to use “soft” dollars in the future. Any such use of “soft” dollars will fall within the safe harbor for soft dollars created by Section 28(e). Brokerage for Client Referrals Not applicable. Directed Brokerage Not applicable.

Trade Errors Bayview may on occasion experience errors with respect to trades made on behalf of Clients. Trade errors may include, for example, (i) the placement of orders (either purchases or sales) in excess of the amount of securities Bayview intended to trade; (ii) the sale of a security when it should have been purchased; (iii) the purchase of a security when it should have been sold; (iv) the purchase or sale of the wrong security; and (v) the allocation of orders to a different Client account than the one intended. Trades implemented as a result of faulty data, systems, coding, modeling or analysis, trades that are properly executed but result in losses, errors committed by other persons (including brokers and custodians), or which are otherwise caused by human error other than those specifically described in the trade error policy contained in Bayview’s compliance manual, are not considered trade errors. Errors that do not result in transactions in an investor’s account (such as transactions that result in loss of an investment opportunity) will not be viewed as trade errors. Trade errors may result in losses or gains. Bayview will endeavor to detect trade errors prior to settlement and correct them in an expeditious manner. Trade errors are evaluated on a case-by-case basis. If Bayview determines that Bayview’s gross negligence, willful misconduct or fraud was the direct cause of a trade error, BAM generally will compensate a client for any losses resulting from such trade error. If a third party’s negligence or other wrongdoing causes a trading error that is material to a client, Bayview will attempt to recover the amount of loss from the third party for the client. Bayview does not assume responsibility for compensating the client, or making the third party compensate the client, in such cases. B.

Order Aggregation

If Bayview determines that the purchase or sale of the same security is in the best interest of more than one Client, Bayview may, but is not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order as determined by Bayview. In the event of a partial fill, allocations generally will be made on a pro rata basis on the initial order but may be modified on a basis Bayview deems appropriate, including for example, in order to avoid odd lots or de minimis allocations. Additionally, certain investments may be initially purchased by Bayview or an entity jointly owned by some or all Clients before being allocated (at no cost) among the investing Clients pursuant to Bayview’s allocation policy.

Economic Benefits for Providing Services to Clients

Bayview does not receive economic benefits from non-clients for providing investment advice and other advisory services to its clients. B.

Compensation to Non-Supervised Persons for Client Referrals

Neither Bayview nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. To the extent required to comply with the laws of certain non-U.S. jurisdictions, Bayview has retained third party agents or service providers in connection with marketing activities in such non-U.S. jurisdictions. In the future, Bayview or a Fund may enter into arrangements with placement agents providing for payments to such agents of a one-time or ongoing fee based on a percentage of the management fee and/or incentive compensation attributable to the interests of an investor introduced by such placement agent. Placement agent fees, to the extent not related to an agent or service provider engaged to market in a non-U.S. jurisdiction where the use of such agent is required to comply with the laws of such jurisdiction, will offset management fees dollar for dollar, to the extent borne by a Fund.

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

Bayview performs periodic reviews of each Client’s portfolio. Such reviews are conducted by the members of Bayview’s Fund Management Committee, management, portfolio managers and research associates. A specific review of a Client’s account may be triggered by any unusual activity or special circumstances. Investors in the Funds receive a monthly or quarterly statement of account from Bayview documenting the net asset value and monthly or quarterly performance of their investment in the Fund, along with unaudited financial information for the Fund, although Bayview may provide certain investors with information on a more frequent and detailed basis upon request and if agreed to by Bayview. In addition, Bayview issues investors tax reports and audited financial statements concerning their respective Funds within 120 days of the end of the Fund’s fiscal year.

Rule 206(4)-2 promulgated under the U.S. Investment Advisers Act of 1940, as amended (the “Custody Rule”) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful). The Custody Rule imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to limited partnerships or pooled investment vehicles, if each limited partnership or pooled investment vehicle: (i) is audited at least annually by an independent public accountant, and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to its investors within 120 days of its fiscal year-end. Bayview relies upon this audit exception with respect to its Clients, other than the SMAs and the Blackstone Fund, for which it does not have custody.

Bayview has full discretionary authority with respect to investment decisions for its Clients, and its advice with respect to each Client is made in accordance with the investment objectives and guidelines as set forth in such client’s respective constituent documents. Bayview assumes discretionary authority to manage the Funds and SMAs through the execution of investment management agreements and through the organizational and governing documents of the Funds (e.g., limited partnership agreements) and SMAs. Bayview has been appointed as the management company and/or general partner of the Funds with discretionary trading and investment authorization. With regard to the Blackstone Fund, Bayview acts as a sub-adviser that exercises investment discretion over of its allocated portion of the assets in the Blackstone Fund within a limited investment mandate and subject to the oversight of the fund’s adviser and its board of directors.

Policies and Procedures Relating to Voting Client Securities

As a fiduciary, an investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes, in the best interest of clients and not subrogate client interests to its own interests. Rule 206(4)‐6 under the Advisers Act (the “Proxy Voting Rule”) places specific requirements on registered investment advisers with proxy voting authority. Bayview’s investment strategy for certain Funds includes equity securities and Bayview has discretionary authority over such equity securities. As a result, Bayview has proxy voting authority over such securities and is subject to the Proxy Voting Rule. To meet its obligations under this rule, Bayview has adopted written Proxy Voting Policies and Procedures, which are available to prospective and existing investors upon request by contacting Bayview at the address, phone number or email address on the cover of this Brochure. These policies and procedures are reasonably designed to ensure that Bayview’s voting with respect to proxy proposals, amendments, consents or resolutions (collectively, “proxies”) is exercised in a manner that serves the best interests of its clients, as determined by Registrant in its sole discretion, and address how Bayview will resolve any conflict of interest that may arise when voting proxies. Bayview, in its sole discretion, may elect not to vote a proxy in circumstances under which casting a vote would not reasonably be expected to have a material effect on the value of the client’s investment, or if such a vote would be unduly burdensome or not serve the best interests of its clients. Bayview’s investment mandate as sub-adviser to the Blackstone Fund and adviser to the SMAs does not currently involve purchasing the type of investments that would require voting proxies.

Bayview is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.