Blue Torch Capital LP

Blue Torch Capital LP (the “Filing Adviser”) is organized as a Delaware Limited Partnership located in New York, New York and Blue Torch Operations LLC (the “Relying Adviser” and collectively with the Filing Adviser, “Blue Torch” or the “Firm”) is organized as a Delaware Limited Liability Company located in New York, New York. The Filing Adviser and the Relying Adviser are under common control, principally owned by Kevin Genda, conduct a single advisory business and are registered with the SEC as part of a single umbrella registration. The Firm provides discretionary investment management to privately placed pooled investment vehicles (“Private Funds”), separately managed accounts (“SMAs”) and special purpose investment vehicles (“SPVs”, collectively with the Private Funds and SMAs, the “Clients”) based on their respective investment objectives. The Firm’s primary investment focus is the debt assets of middle market companies, in particular “companies in transition”. Blue Torch defines “companies in transition” as companies requiring a solutions-oriented lender with experience underwriting complex situations, be undergoing operational, financial, legal or regulatory transformations or hurdles, or require financing solutions within an accelerated time period. As of December 31, 2025, Blue Torch manages $8,557,577,688 in regulatory assets under management on a discretionary basis. The Firm does not manage any assets on a non-discretionary basis. The Firm provides its advisory services as described in the investment program of the relevant Client’s investment management agreement, or in the case of Private Funds, the fund’s offering memorandum or as set forth in such Client’s organizational documents, the subscription documents related to an investment in such Client, and/or the investment management agreement with such Client. As a general matter, the Firm does not tailor its investment advice to any particular underlying investor of a Private Fund or SPV. In addition to providing investment advisory services to its Clients, Blue Torch or an affiliate serves as collateral manager servicer, agent or in other capacities to CLOs, and other structured vehicles. Blue Torch Finance typically serves as Administrative Agent and/or Collateral Agent in certain investments in which the Private Funds and SMAs participate. In addition, the Firm both has the right to and does enter into agreements, such as side letters, with certain investors in the Private Funds that can in each case provide for terms of investment that are more favorable than the terms provided to other investors in the Private Funds. Such terms can include the waiver or reduction of management and/or incentive fees/allocations, the provision of additional information or reports, rights related to specific regulatory requests or requirements of certain clients, more favorable transfer rights, more favorable liquidity or other rights. Certain Clients (and/or underlying investors) also negotiate for investment exposure (or investment limitations) with respect to specific industries, sectors, geographic regions or investments. These rights, benefits and privileges are not always made available to all investors in a Private Fund nor in some cases are they required to be disclosed to all investors in a Private Fund. Any such extension or disclosure is governed by a Client’s organizational document and/or investment management agreement Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Private Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum, subscription agreement and/or similar documentation to prospective investors.

Blue Torch does not participate in any wrap fee programs or advise client assets on a non-discretionary basis.

Separate Account Management Separately managed account (“SMA”) fees are negotiated on a case-by-case basis and are charged as outlined in the relevant investment management agreement with the applicable Client. SMA account fees can consist of both asset-based fees and a performance-based component. Private Funds Management Fees Investors in each Private Fund pay management fees that are generally calculated as a percentage based on the client’s or investor’s pro rata share of total assets under management of such Private Fund (subject to certain exceptions as described below), calculated and payable quarterly in advance on the first day of each calendar quarter based on assets under management as of the last day of the prior calendar quarter. Management Fees will accrue daily and will be pro-rated for any partial period. If an investor should withdraw from a Private Fund or a client terminate a separate account before the end of a billing period, unearned, pre-paid fees (prorated for the remaining portion of the billing period) will be refunded directly to the Private Fund, underlying investor, or separate account in accordance with the terms of the Private Fund’s offering documents, organizational documents and/or investment management agreement, as applicable. Blue Torch has the ability to negotiate fees with each client or investor, and can, in its discretion, waive fees for certain investors. In certain instances, Blue Torch and/or its affiliates receive transaction, directors’, consulting, advisory, management, monitoring, closing, break-up, servicing, disposition or administration fees and other similar fees in connection with the investments and potential investments (“Other Fees”). 100% of such Other Fees, if any, can be applied to reduce the management fee for the quarterly period (net of certain expenses. To the extent any offset would reduce the management fee for a given quarterly period below zero, such offsets will be carried forward and reduce future instalments of the management fee. In certain circumstances, Blue Torch has the ability to retain a portion of such fees without a corresponding offset. Performance-Based Allocations or Fees For the Private Funds it is anticipated that an affiliate of the Firm will in general receive a performancebased allocation (subject to certain exceptions as described below) on terms set forth in the offering documents for the Private Funds; subject to the return of capital contributions to investors and subject to a preferred return to investors of generally 6%, catch-up distributions to the affiliate and/or other performance hurdles as more fully described in the offering documents for the Private Funds. Compensation to the Firm is negotiable and is set forth and described in each Client’s offering documents, organizational documents and/or investment management agreement. Certain investors in the Private Funds negotiate for and pay reduced performance-based allocations or fees and/or reduced management fees. Blue Torch has the ability to waive performance-based fees for certain clients or

investors. Additional Expenses and Fees Clients and investors are anticipated to bear some or all of the following costs and expenses, which will be outlined in full in the relevant offering document, organizational document or investment management agreement: (i)

all fees, costs and expenses incurred in connection with the organization and startup of a Private Fund or other Client any feeder vehicles sponsored by the Firm, a general partner or managing member of a Private Fund or its affiliates, including legal and accounting fees, printing costs, travel and out-of-pocket expenses, and all costs and expenses incurred in connection with the offering of interests in a Private Fund or other Client, including compliance with any blue sky laws and AIFMD and costs and expenses incurred in connection with the preparation, distribution, printing and negotiation of any offering document (including any amendments or supplements thereto), any other marketing documents and organizational documents;

(ii)

all expenses attributable to investment activities, operations and administration of a Client, or a general partner or managing member of a Private Fund and Blue Torch on behalf of a Client;

(iii)

any and all fees, costs and expenses incurred in connection with the evaluation, diligence, discovery, sourcing, investigation, development, researching, negotiation, financing, structuring, acquisition, consummation, monitoring, holding, maintaining, hedging, management or disposition of Investments (whether or not consummated) and temporary investments, including (A) sales commissions and fees, non-refundable deposits and costs and expenses, loan fees, syndication fees, private placement fees, brokerage and sales fees and commissions, appraisal fees, research fees, dealer spreads, interest and clearing and settlement charges, bank charges, commitment fees, transfer taxes and premiums, underwriting commissions and discounts, expenses relating to short sales, break-up fees; (B) fees and expenses related to market data (including, without limitation, expenses incurred in connection with any multimedia, analytical, database, news or third-party research or information services, systems, reports and subscriptions and similar items, including participation in industry investor conferences); (C) professional fees and expenses, including legal (including costs of specialist internal counsel where a Client would otherwise engage external counsel), accounting, auditing, investment banking, third-party industry and due diligence experts (including, without limitation, for asset, credit and risk analytics, and loss mitigation), valuation and appraisal fees, finders, originators, consulting (including fixed and/or performance fees and/or joint venture or other revenue share arrangements and expenses (including travel expenses) of consultants, advisors and insurance consultants), oversight servicer and asset servicer fees and expenses (including fixed and/or performance fees and/or joint venture or other revenue share arrangements); (D) filing, compliance and other related fees, interest and related expenses and custodial (if required by applicable law), depositary, trustee, record keeping and other administration fees and expenses, operations fees and expenses and reconciliation expenses; (E) travel, lodging and related expenses; and (F) all other fees, costs and expenses related to the evaluation, discovery, investigation, development, acquisition, monitoring, maintenance or disposition of potential or actual Investments (whether or not consummated), or short-term investments;

(iv)

any and all fees, costs and expenses incurred in implementing or maintaining third-party software tools, programs or other technology for the benefit of the Clients (including, without limitation, any and all costs and expenses of any investment, books and records, portfolio or side letter compliance and reporting systems, including, without limitation, consultant, software licensing, data management and recovery services fees, expenses and Bloomberg subscription service fees and the costs of establishing computer and systems connectivity with the administrator and other third party service providers);

(v)

any and all costs and expenses and any other payments incurred in connection with the incurrence of leverage and indebtedness, including payments of, or in relation to, borrowings, rolls, reverse purchase agreements, credit facilities, transfer agreements used in connection with transfers of investments to and from another Client and/or to other entities, securitizations, margin financing and derivatives and swaps, and including payments of, or in relation to, any fees, principal or interest on a Client’s and any special purpose entity or feeder vehicle’s borrowings and indebtedness;

(vi)

any and all auditing and accounting expenses of a Client, including, fees, costs and expenses incurred in connection with a Client’s and any feeder vehicle’s financial statements, reports, notices, tax returns, any tax filings and Schedules K-1 (or similar schedules), including the costs of creating, printing and distributing such financial statements, notices, reports, tax returns, tax filings and Schedules K-1 (or similar schedules) and the costs of implementing or maintaining client reporting and management software;

(vii)

any and all taxes and other governmental charges that are incurred or payable by the Client and any feeder vehicle (including transfer taxes and premiums and entity-level taxes and fees associated with corporate licensing, but excluding any U.S. or non-U.S. withholding taxes that are attributable to some but not all partners as well as any imputed underpayment, interest and penalties imposed pursuant to the new partnership income tax audit rules for U.S. federal tax purposes or any comparable state, local or foreign income tax audit rules)

(viii) any and all fees and expenses of the Client’s “tax matters partner” or “partnership representative” of the Client; (ix)

any and all fees, costs and expenses relating to the maintenance of registered offices, corporate licensing and similar expenses;

(x)

regulatory and compliances fees, costs and expenses directly related to a Client (including fees, costs and expenses related to the registration, qualification and or exemption under any applicable U.S. federal, state, or local laws, rules or regulations such as blue sky fees and a Client’s reasonable share of the Firm’s reporting obligations directly related to a Client, such as Form PF) and fees payable to Cayman Islands Registrar of Companies and Registrar of Exempted Limited Partnerships and expenses incurred in connection therewith. For the avoidance of doubt such fees shall not include the preparation or annual update of Blue Torch’s Form ADV, the preparation and update of Blue Torch’s compliance manual or the registration of Blue Torch with the SEC as an investment adviser;

(xi)

any and all insurance premiums, fees or expenses in connection with insuring the activities of

the Clients and any feeder vehicle, the general partner or managing member of a Private Fund, the Firm and/or their respective affiliates including cybersecurity, errors and omissions, fidelity bonds, general partner liability, directors’ and officers’ liability and similar coverage for any person acting on behalf of a Client, the general partner of a Private Fund, the Firm, and/or their respective affiliates; (xii)

any and all costs and expenses (including accounting, legal or regulatory fees and expenses) incurred to comply with any law or regulation related to the activities of the Clients (including legal or regulatory fees and expenses of the general partner of a Private Fund, the Firm, the Clients and/or any of their respective affiliates in connection with ongoing compliance, filing and reporting obligations under applicable US legislation, the Foreign Account Tax Compliance Act (“FATCA”) or any other applicable laws) or incurred in connection with any litigation or governmental inquiry, investigation or proceeding involving a Client, the general partner of a Private Fund, the Firm or their respective affiliates, including the amount of any judgments, settlements or fines paid in connection therewith;

(xiii) any and all costs and expenses incurred in connection with communications and reports (including the delivery thereof) and distributions to the Clients, the investors and investors in any feeder vehicle and to provide access to a database; (xiv) any and all costs, fees and expenses incurred in connection with distributing proceeds to the Clients, the investors and to the investors in any feeder vehicle; (xv)

any and all costs and expenses incurred in connection with any meeting of the investors or any advisory committee, including, without limitation, travel, meal, and lodging and related expenses;

(xvi) out-of-pocket expenses incurred by members of any advisory committee and their representatives in connection with the fulfillment of their duties, including, without limitation, travel expenses incurred in connection with attending meetings (including, without limitation, transportation, meal, and lodging expenses), advisory committee member indemnification and insurance expenses; (xvii) any and all fees, costs and expenses incurred in connection with the formation and organization, operation and restructuring of any feeder vehicle, AIV, SPV, subsidiary, Investment holding entity or special purpose entity, including, without limitation, legal, administration, compliance and accounting expenses, entity level taxes, fees and other governmental charges; (xviii) any and all of a Client’s administrative fees, costs and expenses, including the fees and costs of an administrator, the fees, costs and expenses of negotiating an administrative services agreement with an administrator, expenses associated with data fees from the administrator and fees, costs and expenses associated with maintaining and reviewing a Client’s books and records; (xix) any fees, costs and expenses of any professionals and advisors who provide services to, or for the benefit of, a Client, including the fees of any accountants, counsel, or valuation experts; (xx)

any fees, costs and expenses in connection with claims relating to investments, and collecting

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Loss

Methods of Analysis, Investment Strategies and Risk of

Methods of Analysis and Investment Strategies. Each Client’s investment portfolio participates in one or more of such asset categories and strategies

as described in such Client’s offering documents, organizational documents and/or investment management agreement. Blue Torch’s primary investment focus is the debt assets of middle market companies. Blue Torch considers a wide variety of transactions, including recapitalizations, refinancings, restructurings, rescue financings, debtor-in-possession loans, exit financings, growth, leveraged buyouts and acquisitions. While the primary focus is internally generated loans to middle market businesses, Blue Torch also pursues investments in: (a) the participation and secondary markets; (b) loans to borrowers in conjunction with buyouts or recapitalizations by private equity firms; and (c) bank backlogs. Investments can take the form of loans, notes, corporate debt securities, bridge loans, assignments, loan participations, total return swaps and other derivatives and other debt instruments or obligations; unsecured debt, mezzanine debt, asset backed securities, convertible debt, debtor-in-possession financings and equity and equity like securities. It is expected that the loans in which Blue Torch Clients’ will invest will primarily be term loans (whether as a part of single-tranche financing or a multi-tranche financing, including as a “unitranche financing”), but Blue Torch, on behalf of its Clients, can also originate or invest in revolving credit facilities. While debt assets generally will be senior and secured by first liens on a substantial majority of a borrower’s assets, they also can be junior and can be collateralized by a variety of assets across all industries. In addition, Blue Torch, on behalf of its Clients, could acquire equity and equity-related securities in connection with a debt asset, including as a result of a reorganization, workout or as a consequence of a loan foreclosure or foreclosure on the collateral securing such investment. Leverage will be an integral part of a Client’s investment strategy. Blue Torch will employ leverage and hedging strategies as it deems appropriate. While Blue Torch intends to generally apply the investment strategy and process set forth herein to Clients’ investments, Blue Torch pursues a wide variety of strategies consistent with the relevant Client agreements and has the discretion modify or depart from such investment process, approach, techniques and procedures as Blue Torch determines appropriate to accomplish a Client’s investment objectives. Risk of Loss The descriptions contained herein of specific strategies engaged in by the Clients should not be understood as in any way limiting the Clients’ investment activities. The investment strategy employed by Blue Torch on behalf of its Clients involves a substantial degree of risk. Clients and investors in a Private Fund can lose a substantial part of, or their entire investment. There can be no assurance any Client will be able to make and realize any particular investment or generate returns or that such returns will be commensurate with the risks of investing in the types of transactions described in a Client’s organizational documents and/or investment management agreement. The Firm has listed certain risks below; however, this list of risks is not exhaustive. Clients and investors are strongly encouraged to review the complete list of risks outlined in the offering and organizational documents for the Private Funds, or as set forth in the Client’s investment management agreement. Loss of Invested Capital. All investments are speculative. The value of interests will fluctuate based upon a multitude of factors, including the financial condition, results of operations and prospects of

the borrowers in respect of loan investments, governmental intervention, market conditions, and local, regional, national and global economic conditions. Therefore, investors can lose all or a portion of their capital invested in any account if the investment strategies are not successful. General Economic and Market Conditions. The success of each Client is affected by general economic, political and market conditions, including, among others, interest rates, availability and cost of credit, inflation rates, economic uncertainty, changes in laws, political uncertainty and social unrest, trade barriers, commodity prices, currency exchange rates and controls and national and international political circumstances (including wars, terrorist acts and security operations). These factors are ones that cannot be controlled and can affect the level and volatility of investment values, as well as the liquidity of investments. These factors also could affect the availability or cost of leverage, which can result in lower returns. Clients management of exposure to these conditions is not feasible because of costs and constraints associated with managing them, which can result in adverse consequences for the Client. Market disruptions in a single country could have an impact on a regional and even a global level. A depression, recession or slowdown in the global economy or one or more regional markets or a weakening of credit markets would have a pronounced impact on Blue Torch, Blue Torch Clients, and the portfolio investments (due to the presence of leverage in a particular portfolio investment’s capital structure). The change in market conditions could adversely affect the profitability and general business execution on Blue Torch’s portfolio investments and Clients. The market price of any publicly traded securities held by Clients will separately likely be impacted by a change in market conditions. Substantial Costs. Each Client is subject to fees (including, among other expenses, management fees), transactional and operating costs and expenses irrespective of its performance which, in the aggregate, can be substantial. If the investment income of a Client does not exceed these fees, costs and expenses, then the Client will not achieve its return objectives. Illiquid Assets. It is anticipated that a substantial portion of Client account positions will be or become relatively or entirely illiquid which can result in an inability to be traded after investment. In such cases, and in the event of extreme market volatility, Client accounts could be unable to liquidate positions promptly if the need should arise. Alternatively, it is possible a Client can only be able to sell such investments at substantial discounts to face value. In addition, Client account sales of some securities could depress the market value of such securities and thereby reduce Client account profitability or increase its losses. Finally, a Client’s receipt of distribution proceeds is dependent on how rapidly the Client account liquidates its underlying positions and in certain circumstances it can take a substantial period of time to liquidate. As a result, the illiquidity of the assets could mean that Client accounts are obligated to wait a significant time before receiving any distributions. Portfolio Concentration; Lack of Diversification. The Private Funds can be limited with respect to the amount of capital committed to any one investment, type of investment, industry or geography (subject to the terms of the offering documents for the Private Funds). While diversification is generally an objective of the Firm, there can be no assurance as to the degree of diversification, if any, that will be achieved across the Firm’s or its Client’s investments. Difficult market conditions or slowdowns affecting a particular asset class, geographic region or other category of investment could have a significant adverse impact on a Client if its investments are concentrated in that area, which can result in lower investment returns. This lack of diversification can create exposure to losses disproportionate to market declines for our Clients in general if there are disproportionately greater adverse price

movements in the particular investments. If a Client holds loans whose borrowers are concentrated in a particular industry or geographic region, a Client would therefore be more susceptible than a more widely diversified investment partnership to the negative consequences of a single corporate, economic, political or regulatory event affecting such industry or region. Accordingly, a lack of diversification could adversely affect a Client’s performance. Risks Associated with Anticipated Loan Transfers. Clients are permitted to transfer a portion of its loans to other Blue Torch Clients and unaffiliated parties. If a Client cannot make such transfer, including, as a result of an inability to value a loan properly or an inability to agree upon an assigned value with a potential transferee, such Client can be obligated to hold a larger piece of such loan than originally anticipated, thereby making a Client’s portfolio even more concentrated, even if significant costs have already been incurred in connection with the valuation and anticipated transfer of such loan investments. Risks Associated with Anticipated Loan Acquisitions. Certain Clients acquire certain loans originated by other Clients based on a valuation approved by an independent party. There is no guarantee that such value, even if independently approved, will represent the fair value of such loan. In addition, a Client is not obligated to purchase each of the loans originated by another Client and is empowered, in fact, to decline to do so based upon the specific facts and circumstances pertaining to the specific loan. Clients can decline opportunities that could be profitable for them while consenting to transfers of loans that prove less profitable. Market Disruptions; Governmental Intervention; Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The global financial markets have in the past gone through pervasive and fundamental disruptions that have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, as one would expect given the complexities of the financial markets and the limited time frame within which governments have felt compelled to take action, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. A Client can incur significant losses in the event of disrupted markets and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become even more illiquid. The financing available to a Client from its banks, dealers and other counterparties is typically reduced in disrupted markets. Such a reduction creates the possibility of substantial losses to a Client. The “Volcker Rule” component of the Dodd-Frank Act materially restricts proprietary speculative trading by banks, “bank holding companies” and other regulated entities. As a result, there has been a significant influx of new portfolio managers into private investment funds that had previously invested on behalf of institutional proprietary accounts. Such influx can only increase the competition for the Client from other talented portfolio managers.

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Blue Torch provides discretionary investment management to Private Funds, separately managed accounts, and SPVs. Underlying investors in Clients include high net-worth individuals, family offices, financial institutions, insurance companies, corporations, sovereign wealth funds, endowment funds, charitable organizations, public and private pension funds and other investment funds. For the Private Funds, each underlying investor must be an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, and a “qualified purchaser” as defined in the 1940 Act. Certain employees of Blue Torch who qualify as “knowledgeable employees” under Rule 3c-5 of the 1940 Act are permitted to invest directly or indirectly in the Private Funds. The offering and organizational documents of each Private Fund will set forth the minimum amounts required for investment by prospective investors in such Private Funds. These minimum amounts can be waived by Blue Torch or an affiliate. Investors should read the offering and organizational documents in full and consult with their advisors prior to making an investment.

Performance Based Fees and Side-by-Side Management

Blue Torch and/or its advisory affiliates receive performance-based compensation in the form of an incentive allocation, an incentive fee and/or performance distributions with respect to most Clients. Performance-based fee/allocation arrangements can be viewed as creating an incentive for Blue Torch to make riskier investments than would otherwise be the case in the absence of such arrangements. In addition, it creates an incentive for Blue Torch to favor Clients that have greater performance fee/allocation arrangements over other Clients that have lesser or no performance fee/allocation arrangements in the allocation of investment opportunities. To mitigate this conflict, all investment decisions and allocations will be made in accordance with the Firm’s Investment Allocation Policy discussed under Item 11 below (as in effect at the relevant time), which is designed to ensure that all Clients are treated fairly and equitably in the allocation of investments.

As described in Item 4 above, the Filing Adviser has an affiliated investment adviser previously defined as the Relying Adviser. The Filing Adviser and the Relying Adviser provide advisory services to the Clients. All investment advisory activities of the Relying Adviser are subject to the supervision and control of the Filing Adviser. Except as set forth below, Blue Torch and its employees do not have any relationships or arrangements with other financial services companies that pose material conflicts of interest. Affiliates of Blue Torch serve as the general partners or managing members to the Private Funds. These general partners or managing members will receive the performance-based allocation or fee. Blue Torch Finance receives agent fees for serving as administrative agent and collateral agent on certain investments where it acts in these capacities. Fees are first used to pay third party expenses relating to such services of the respective investment. Any remaining fee balance is allocated pro-rata among all Funds or Clients participating in the investment. Blue Torch Finance retains the pro-rata amount of such fees allocated to any a) non-affiliates of the Firm, and b) offshore clients or accounts which are not permitted to receive such fees due to tax reasons. Blue Torch employees can serve on the Board of Directors of companies Blue Torch has a business relationship with by virtue of its investment related activities. The Firm has policies and procedures in place to ensure that these relationships do not create material conflicts of interest. Each of Blue Torch and the general partners of the Private Funds are exempt from registration as a commodity pool operator and commodity trading adviser with the Commodity Futures Trading Commission (“CFTC”). Blue Torch and the general partners have claimed an exemption in respect of each Private Fund, as applicable, from registration as a commodity pool operator under applicable requirements of the CFTC.

Transactions and Personal Trading Code of Ethics Blue Torch has adopted a Code of Ethics (the “Code of Ethics”) setting forth the standards of business and fiduciary conduct for its covered persons under such policies. The Code of Ethics includes, among other things, policies and procedures regarding personal securities trading and records retention. These policies generally prohibit employees from engaging in transactions with respect to individual securities of any issuer, public or private (except in certain circumstances subject to preclearance), unless the account is under the discretionary management of a third party. Employees can transact in certain types of securities (generally, governmental securities, money market instruments, money market funds, open-end mutual funds, and unit investment trusts). In addition, employees can transact in exchangetraded funds replicating broad based indices. All Employees will be required to report their holdings on an annual basis and all transactions quarterly, which are then reviewed. Additionally, all Employees are directed to maintain business-related electronic communications via communications systems archived in compliance with Rule 204-2(a)(7). Employees are prohibited from using unauthorized channels for business related communications. A copy of the Firm’s Code of Ethics is available upon request. Personal Trading. Blue Torch employees are required to disclose all transactions for reportable securities. Any security types that require preclearance (i.e., stocks, bonds, broad-based ETFs, etc.) require a Compliance review prior to processing the trade. Personal holdings are required to be certified on an annual basis and all transactions are required to be certified on a quarterly basis. Outside Business Activities. Blue Torch employees have a responsibility to act in the best interest of Blue Torch Clients. As such, Blue Torch employees are not permitted to participate in outside activities without approval from Compliance. This approval grants Compliance the opportunity to assess the activity for any potential conflicts or risks to the Firm and to Clients. Political Contributions. Blue Torch and its employees are subject to the SEC’s Pay-to-Play Rule and its limitations on contributions to government officials. The Pay-to-Play Rule defines “contributions” broadly to include gifts, loans, the payment of debts, and the provision of any other item of value. As such, Blue Torch employees are required to receive pre-approval from Compliance prior to any contribution to any government official. Employee Relationship Conflicts of Interest. Conflicts of Interest can exist between various individuals and entities, including Blue Torch, its employees, and current or prospective Clients or Investors. Blue Torch’s employees are required to disclose all existing and potential conflicts of interest upon recognition of the applicable conflict. On a quarterly basis, employees are required to attest that there have not been any newly discovered Conflicts of Interest from the previous quarter. Compliance Certifications. Compliance requires employees to complete certain certifications on a routine basis. Upon hire, employees are required to complete certifications relating to personal trading holdings, managed accounts, conflicts of interest, and an annual set of questionnaires. These certifications are required to be completed annually. Additionally, a quarterly certification is required to

be completed on topics such as personal trading transactions, gifts and entertainment, and outside business activities. Investment Allocation and Aggregation Blue Torch and/or its affiliates can from time to time act as investment manager in relation to, or be otherwise involved with, other Clients, including other investment funds and client accounts, including those (such as open-end funds and single investor funds) that follow an investment program substantially similar to that of Clients. The investment objectives and programs of certain Clients could be similar to, or overlap with, the investment objectives and proposed investment programs of other Clients and, therefore, certain affiliates regularly compete for investment opportunities with each other (and potentially with Blue Torch). As a result, the allocation of investment opportunities gives rise to potential and actual conflicts of interest. In making allocation decisions with respect to limited investment opportunities that could reasonably be expected to fit the investment objectives of Clients or of Blue Torch itself, Blue Torch anticipates that it could consider one or more of the following factors that it deems relevant: the investment objectives of Clients; appropriateness of timing relative to initiating Client participation in an available investment opportunity, the source of the investment opportunity; any exclusive rights to investment opportunities that could have been granted to particular clients; the expected duration of the investment in light of Clients’ investment objectives and policies (including diversification policies); the amount of available capital; available financing of the clients; proximity of a Client to the end of its investment period and/or term; the size of the investment opportunity; regulatory and tax considerations; the degree of risk arising from an investment; the expected investment return relative to the client’s target return; relative liquidity needs of the clients; likelihood of current income; and such other factors as Blue Torch deems to be appropriate. These factors provide substantial discretion to Blue Torch in allocating investment opportunities. Further, two or more Clients can hold an investment for which there is extremely limited, or no, liquidity or that is subject to legal or other restrictions on transfer. In a situation where Blue Torch is limited in its ability to dispose of an investment, Blue Torch would consider the factors described above in allocating the sale of such an investment. If an investment opportunity is available in limited quantities, and subject to investment restrictions and fiduciary duties, Blue Torch can be viewed as having an incentive to allocate such investment opportunity to Blue Torch or its employees or to one particular Client rather than another Client. For example, such an incentive can arise if the economic interests of Blue Torch and its employees in certain of these Clients, when combined with their rights to Management Fees and/or Carried Interest or other fees, are significantly larger than their direct and indirect economic interests in other Clients. Such an instance can lead to fewer, and less attractive, investment opportunities being made available to Clients than would have been the case had Blue Torch and its employees been restricted from pursuing proprietary investments and/or investment programs on behalf of other Clients. In an attempt to resolve those conflicts in the context of allocating credit opportunities, Blue Torch has developed a set of allocation procedures which will take into account many of the above enumerated factors, as well as other considerations, in determining how investment opportunities will be allocated among various Blue Torch proprietary accounts, managed accounts and other affiliated and unaffiliated persons to whom such opportunities might be offered or with whom such opportunities could participate in the future.

All transactions among Blue Torch Clients on the one hand and other affiliates of Blue Torch on the other hand will be approved in a manner designed to comply with Section 206(3) of the Advisers Act. Where Clients, Blue Torch itself, or its employees hold the same investment, the differing investment objectives of such Clients, as well as other factors applicable to the specific situation, can result in a determination to dispose of, or retain, all or a portion of such investment on behalf of Clients (or on behalf of another Client, Blue Torch itself or its employees) at different times for different Clients. In addition, particularly with respect to illiquid or private investments, conflicts of interest can arise when disposing of a particular investment which would be beneficial for one Client while retaining such investment would be beneficial for another Client. Blue Torch could also invest in securities on behalf of one Client (or Blue Torch itself or its employees can purchase such securities) that could differ from investments made on behalf of another Client, even though the investment objectives of the Clients can be similar. Moreover, Clients, Blue Torch or Blue Torch’s employees could make investments or engage in other activities that express inconsistent views with respect to an investment, a particular security or relevant market conditions. In addition, Blue Torch expects to make other business decisions on behalf of certain Clients relating to investments independently of the manner in which it approaches a similar or even the same investment held by other Clients. Consequently, Blue Torch, on behalf of certain Clients, could choose not to hedge certain risks that other Clients hedge, or certain Clients can be exposed to risks of financing on an investment when other Clients are not. Further, in some instances, Blue Torch can choose to coordinate its Clients’ activities (such as timing dispositions in an orderly way in order to avoid affecting the value of an investment in an unduly volatile manner) with respect to investments held by more than one Client when it would theoretically be possible for Blue Torch to act unilaterally with respect to a particular Client’s holdings in such investment. Such coordination could have the effect of lowering returns for a particular Client with respect to an investment relative to what might have been achieved absent such coordination. If Clients invest in entities or assets in which other Clients hold an investment, the investment by such Clients could be viewed, especially in hindsight, to have been made on a non-arm’s-length basis and could have an effect (either positive or negative) on the market price of the initial investment. Clients, or Blue Torch itself, can hold interests in an entity that are of a different class or type than the class or type of interest held by another Client. For example, Clients could hold securities in an entity where another Client could hold equity or debt of such entity that are senior or junior which could mean that Clients will be entitled to different payment or other rights, or that in a workout or other distressed scenario the interests of certain Clients might be adverse to those of other Client(s) and certain Client(s) might recover all or part of their investment while others might not. Blue Torch Clients will not be required to take any action or refrain from taking any action to mitigate another Client’s losses in such a scenario, and Blue Torch will make decisions on how to resolve such situations in its sole discretion. Blue Torch will not enter into transactions in which it knowingly and deliberately favors itself or one Client over another; however, Blue Torch is given considerable discretion to make investments for other accounts and intends to do so to a significant extent.

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Broker Selection The Firm has complete discretion, without obtaining specific client consent, to (i) buy or sell securities and investments, (ii) determine the amount of the securities and investments to be bought or sold, (iii) select the broker or dealer to be used in such purchase or sale and (iv) agree to the commission rates paid in connection with such purchase or sale. The Firm will generally affect transactions on an over the counter basis and will not likely use a large number of brokers. However, Blue Torch will ensure that it selects brokers on the basis of their ability to provide best execution by considering various factors, which can include, and are not limited to, price, commission, size of order, timeliness and certainty of execution and counterparty risk. Investors in Private Funds can include entities affiliated with brokers or, possibly, brokerage firms themselves. The fact that any such investor has invested in a Private Fund managed by Blue Torch will not be taken into consideration in selecting brokers (including prime brokers).

Other than described herein, the Firm does not receive economic benefits from non-Clients for providing investment advice and other advisory services. Neither the Firm nor any related person directly or indirectly compensates any person for Client referrals. The Firm has engaged a placement agent to solicit certain types of prospective investors. The Firm can enter into other arrangements with third party placement agents, distributors or others to solicit investors in the Private Funds and such arrangements will generally provide for the compensation of such persons for their services at the Firm’s expense.

There are no legal or disciplinary events that are material to a Client’s or investor’s, or a prospective Client’s or prospective investor’s, evaluation of the Firm’s advisory business or the integrity of the Firm’s management.

Blue Torch conducts ongoing portfolio monitoring in addition to more formal, periodic reviews of the Clients’ portfolios. In addition, ad hoc reviews of a Client account could be triggered by special circumstances. For the Private Funds, underlying investors receive quarterly account statements and audited annual

financial statements.

Rule 206(4)-2 of the Advisers Act (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. Blue Torch is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which they have custody with a qualified custodian. Qualified custodians include banks, brokers, futures commission merchants and certain foreign financial institutions. Blue Torch does not take custody over Client accounts. However, a related person serves as the general partner or managing member of a Private Fund and because of this Blue Torch is deemed to have custody of the assets of the Private Funds because of the authority of such related person. Therefore, in accordance with the Custody Rule, the Firm will ensure that all Private Funds are audited at least annually by an independent public accountant in accordance with generally accepted accounting principles. The audited financial statements will be distributed to all investors within 120 days of its fiscal year-end.

The Firm has full discretionary authority with respect to investment decisions, and its advice with respect to Clients is made in accordance with the investment objectives and guidelines as set forth in the relevant Client’s investment management agreement or offering documents. Clients agree to certain consent rights with respect to certain types of transactions as specified in their governing agreements.

The SEC adopted Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. In compliance

with such rules, Blue Torch has adopted proxy voting policies and procedures. Blue Torch is committed to voting proxies in a manner consistent with the best interest of the Clients. While the decision whether or not to vote a proxy must be made on a case-by-case basis, Blue Torch generally does not vote a proxy if it believes the proposal is not adverse to the best interest of the Clients, or, if adverse, the outcome of the vote is not in doubt. In the situations where Blue Torch does vote a proxy, Blue Torch generally votes the proxy in accordance with specified guidelines. A copy of the proxy voting policies and the proxy voting record relating to a Client can be obtained by contacting Blue Torch.

Blue Torch has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to provide investment advisory services to Clients.