Carlson Capital, L.P.

Carlson and predecessor advisory affiliates have managed funds under the name “Carlson Capital, L.P.” since 1993, and has been registered with the SEC as an investment adviser since 2001 and with the Commodity Futures Trading Commission as a commodity pool operator and commodity trading advisor since 1998. Clint D. Carlson and his immediate family members are the principal owners of Carlson, and certain employees also have ownership interests in Carlson and certain affiliated vehicles. Carlson’s total regulatory assets under management were $710,765,119 as of September 30, 2026. All assets are managed on a discretionary basis. Carlson’s office is located in Dallas, TX. Carlson currently provides discretionary investment advisory services to each of the Black Diamond Funds® (collectively, the “Funds”), the names of which are set forth in Item 10 (Other Financial Industry Activities and Affiliations) below. Carlson also may offer co-investment opportunities as described, in more detail, below under Item 10 (Other Financial Industry Activities and Affiliations – Certain Conflicts of Interest).

The Funds Carlson currently manages each Fund. Each Fund is generally part of a master-feeder structure in which the master fund is a Cayman Islands exempted company, the “onshore” feeder fund is a Delaware limited partnership and the “offshore” feeder fund is a Cayman Islands exempted company. Some Fund groups also include an intermediate fund between the Cayman Islands-domiciled feeder fund and the master fund. Carlson Capital GP, L.P. (“CCGP”), an affiliate of Carlson, is the general partner of the Delaware-domiciled feeder funds. CCGP has delegated to Carlson the investment advisory authority of the Delaware-domiciled feeder funds. As described more fully below, Carlson employs (or may employ) multiple strategies across the Funds, including equity relative value, equity long/short, event-driven, credit, overlay hedge, strategic, and other strategies. A brief description of each of the foregoing strategies can be found in Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) below. Carlson’s core strategies combine quantitative analysis of historical and theoretical relationships between securities and related instruments with a fundamental analysis of the current macroeconomic environment as well as industry and company fundamentals. Carlson continually monitors global financial markets in an effort to uncover structural inefficiencies and investor biases toward certain types of risk. Once an opportunity has been identified, Carlson seeks to identify the reason that the inefficiency exists and the potential catalyst that will correct it. An appropriate hedge is then typically created in an effort to minimize risk. The master funds advised by Carlson and their respective investment objectives and strategies are as follows: Double Black Diamond. Double Black Diamond Offshore Ltd., a Cayman Islands exempted company (the “Double Black Diamond Master Fund”), is a diversified, multi-strategy fund. The Double Black Diamond Master Fund has a bias towards non-directional, relative value investment strategies that seek to identify, isolate, and exploit mispricings among related securities within industry sectors. However, the Double Black Diamond Master Fund expects certain strategies to take some directional market risk. The Double Black Diamond Master Fund employs two core strategies: equity relative value and event-driven. Carlson’s investment teams, organized by industry sector, employ deep fundamental analysis to develop investment theses. Carlson seeks to allocate capital opportunistically

within and across strategies in an effort to position the Double Black Diamond Master Fund advantageously during various market environments, using moderate leverage to enhance an attractive risk-reward and low equity beta profile and maintain broad diversification. Black Diamond. Black Diamond Offshore Ltd., a Cayman Islands exempted company (the “Black Diamond Master Fund”) is an opportunistic multi-strategy absolute return fund that invests across three principal strategies, Corporate Catalyst investments, Equity Relative Value investments, and Macro investments. The Black Diamond Master Fund allocates dynamically across these strategies, based on the Investment Advisor’s view of the relative attractiveness of each strategy, and the fund’s exposure to each strategy may vary significantly over time. The objective of the Black Diamond Master Fund is to generate superior risk-adjusted returns regardless of market direction. While individual strategies within the Black Diamond Master Fund will be managed in a disciplined non-directional manner, the fund overall will take directional positions consistent with its absolute return mandate. Black Diamond Arbitrage. Black Diamond Arbitrage Offshore Ltd., a Cayman Islands exempted limited company (the “Arbitrage Master Fund”), is a single-strategy event-driven fund. Event-driven strategies center on investing in securities of companies facing a major corporate event. The EventDriven team primarily focuses on companies involved in mergers or acquisitions, but may also seek investment opportunities driven by companies experiencing restructurings, bankruptcies, spin-offs, or significant litigation. This strategy is research intensive and requires continual review of announced and anticipated events. The goal is to uncover securities with a favorable risk-reward ratio based on the probability that the desired event will occur. An appropriate hedge is then typically developed in an effort to minimize exposure to market risk and attempt to ensure that, if events unfold as anticipated, the investment will generate the expected returns. Black Diamond Clean Energy. Black Diamond Clean Energy, L.P. a state of Delaware limited partnership (the “Clean Energy Fund”), has an investment strategy focused on three specified themes, consistent with the general goal to invest in companies whose business activities Carlson believed would have a material impact on a net carbon neutral future: pure play investments, companies engaged in a credible and timely transition to a carbon neutral future, and carbon credits / offsets. As of the date of this Brochure, positions held within the Clean Energy Fund are limited / investors are limited to certain accounts associated with Clint D. Carlson and his family. Wind Down of Double Black Diamond and Black Diamond Arbitrage. As of August 2026, Double Black Diamond Fund and Black Diamond Arbitrage Fund are in the final stages of their wind down procedures. As part of those wind downs, both Funds stopped trading as of June 30, 2026, and have now distributed the remaining Fund assets to all investors and become single investor Funds owned by an affiliated party of Carlson Capital, L.P. Once final audits of the Funds have been reviewed by Cayman Islands Monetary Authority, the Funds will terminate their investment advisory relationships with Carlson Capital, L.P.

The Managed Accounts Carlson also provides discretionary investment advisory services to certain managed accounts (collectively, the “Managed Accounts” and, together with the Funds, collectively, the “Clients”) pursuant to specific investment guidelines and restrictions as set forth in the investment advisory agreement with the relevant Managed Account. There can be no assurance that the investment objectives of any Client will be achieved.

Carlson’s management of each Client, and the terms of any investment in such Client, are governed exclusively by the terms of that Client’s governing documents (“Governing Documents”), including, without limitation, its offering memorandum (if any), limited partnership agreement (if any), memorandum and articles of association (if any), investment advisory or similar agreement (if any), and/or indenture (if any). On occasion, Fund investors may request restrictions applicable to investing in certain securities and Carlson may agree to apply those restrictions to a Fund. Such restrictions may have an adverse impact on a Fund’s performance. All discussions in this Brochure of the Clients, their investments, the strategies Carlson pursues in managing the Clients’ portfolio, the fees and expenses borne by the Clients, and all other terms of each, are qualified in their entirety by reference to the Governing Documents. Please see Item 8 (Methods of Analysis, Investment Strategies and Risk of Loss) and Item 10 (Other Financial Industry Activities and Affiliations) below.

Management Fees The Funds: Generally, Carlson is paid asset-based fees (“Management Fee”) at an annual rate of between 0% to 2.0% of the net asset value of each Fund investor’s investment in a Fund. Securities of each Fund are issued in more than one series certain of which have a different Management Fee applicable to it. Management Fees charged to the Delaware-domiciled feeder funds are generally calculated and payable in advance as of the first business day of each calendar quarter. In the event an investor is admitted to a Delaware-domiciled feeder fund subsequent to the first day of a quarter or withdraws from a Delaware-domiciled feeder fund prior to last day of a quarter, the Management Fee paid to Carlson with respect to such investor will be prorated to reflect the number of months in the calendar quarter during which such investor was a limited partner in the feeder fund. Management Fees charged to the Cayman Islands-domiciled feeder funds are generally calculated and payable in arrears as of the end of each month before accrual of any Performance Allocation (as described below). The Management Fee charged to a Fund is generally not negotiable. Carlson may, however, waive or reduce the Management Fees charged to certain investors, and has waived Management Fees for investors in the Funds that are affiliated with Carlson and its affiliates, including, without limitation, their respective partners, employees, and similar persons. Carlson may pay and has paid all or part of the Management Fees to third parties for services rendered in connection with the placement of interests and/or shares in the feeder funds or for other services. The Managed Accounts: The amount and terms of payment of any management fees payable by the owners of the Managed Accounts to Carlson vary and are established in the Governing Documents of the Managed Accounts. Depending on the structure, size of investment and other factors, Managed Accounts may and in certain instances do offer more favorable fee terms than an investment in other Clients.

Performance Allocation and Fees The Funds: CCGP or Carlson generally receives a special allocation of profits or a special profits fee (collectively, a “Performance Allocation,”) each year with respect to each of the Funds. The amount

of the Performance Allocation may and has historically varied between Funds and series offered. As of the date of this Brochure, the amount of the Performance Allocation is equal to 20% of each limited partner’s or shareholder’s share of the net profits (including realized and unrealized gains) of each feeder fund, if any (after taking into account expenses of the feeder fund, including any Management Fees). In certain instances, the Performance Allocation is subject to achievement of a “hurdle” rate, which may be based on the absolute outperformance of an index. In addition, the Performance Allocation may be subject to being reduced by the amount of any Management Fees paid. The Performance Allocation is generally calculated and applied on an annual basis and is accrued on a monthly basis based on the net profits (or losses) of each Fund. Although the Performance Allocation is accrued on a monthly basis, it is not credited to CCGP or Carlson until the occurrence of a crystallization event, which is generally the end of each calendar year, the withdrawal or redemption of a limited partner or shareholder from a feeder fund, a transfer of an investment in a feeder fund that results in a change of a majority in interest of the beneficial ownership of the investment (unless the transferor and transferee have the same investment adviser exercising investment discretion over the transfer on behalf of both the transferor and transferee) and/or the conversion of an investment in a feeder fund to another series that results in a change in the manner in or rate at which the Performance Allocation is made or to another feeder fund in a different Fund group. The Performance Allocation is allocated to CCGP as general partner of each Delaware-domiciled feeder fund and special shareholder of each Cayman Islands-domiciled intermediate fund. In the case of each Delawaredomiciled feeder fund, the Performance Allocation is calculated and applied separately for each memorandum account established by the fund for each capital contribution by a limited partner. In the case of Cayman Islands-domiciled feeder funds, the Performance Allocation is calculated and applied separately for each sub-series of shares created by the fund for each subscription by a shareholder. The Performance Allocation is calculated in accordance with each Fund’s Governing Documents and is subject to a high-water mark or loss carry-forward, which generally requires that prior un-recouped net losses be made up before the Performance Allocation is credited. As noted above, certain Performance Allocation calculations include a “hurdle” rate, which may be based on the absolute outperformance of an index and, therefore, result in a Performance Allocation being made even if a particular memorandum account or series has not achieved absolute gains. In the case of a partial withdrawal, partial redemption, partial transfer of an investment in a feeder fund that results in a change of a majority in interest of the beneficial ownership of the transferred investment (unless the transferor and transferee have the same investment adviser exercising investment discretion over the transfer on behalf of both the transferor and transferee), partial conversion of an investment in a feeder fund to another feeder fund in a different Fund group, or distribution in respect of an investment in a feeder fund, the amount of net losses that must be recouped will generally be reduced in proportion to the amount withdrawn, redeemed, transferred, converted or distributed, as applicable. The Performance Allocation is generally not negotiable. Carlson may, however, in its sole discretion, waive or reduce the Performance Allocation made with respect to any limited partner or shareholder in the feeder funds, and has waived the Performance Allocation for partners, employees and similar persons of Carlson and its affiliates. Carlson may pay and has paid all or part of the Performance Allocation to third parties for services rendered in connection with the placement of interests and/or shares in the feeder funds or for other services. The Managed Accounts: The amount and terms of payment of any performance fees or allocations payable to Carlson by the owners of the Managed Accounts vary and are established in the Governing Documents of the Managed Accounts. Depending on the structure, size of investment and other

factors, Managed Accounts may and in certain instances do offer more favorable fee terms than an investment in other Clients.

Series S Carried Interest Double Black Diamond Master Fund has an investment in SWK Holdings Corporation (“SWKH”). Each of the feeder funds in the Double Black Diamond fund complex have issued Series S limited partnership interests or shares (as applicable, the “Series S Interests”). The Series S Interests track the performance of the SWKH investment, any assets received in connection with any transfer of such investment; and any hedging positions maintained by Double Black Diamond Master Fund in respect of the foregoing positions (collectively, the “SWKH Investment”). CCGP is entitled to receive a “carried interest” equal to 20% of the profits (above a preferred return) earned by investors in the Double Black Diamond feeder funder from the performance of the SWKH Investment (the “Series S Carried Interest”). The Series S Carried Interest is allocated to CCGP as general partner of the Delaware-domiciled Double Black Diamond feeder fund and special shareholder of the Cayman Islands-domiciled Double Black Diamond intermediate fund. In the case of the Delaware-domiciled Double Black Diamond feeder fund, the Series S Carried Interest is calculated and applied separately for each memorandum account established by the Double Black Diamond feeder fund relating to Series S Interests. The Series S Carried Interest is allocated to CCGP after a feeder fund investor has received distribution proceeds in respect of the SWKH Investment (the “SWKH Proceeds”) equal to the initial value of the SWKH Investment on the date of issuance of the Series S Interests plus an 8% preferred return, compounded annually, on the remaining value of the Series S Interests. The Series S Carried Interest is only allocated when a Double Black Diamond feeder fund makes distributions (whether in cash or in kind) of SWKH Proceeds. The Series S Carried Interest is generally not negotiable. Carlson may, however, in its sole discretion, waive or reduce the Series S Carried Interest made with respect to any limited partner or shareholder in the feeder funds, and has waived the Series S Carried Interest for partners, employees and similar persons of Carlson and its affiliates. Carlson may pay and has paid all or part of the Series S Carried Interest to third parties for services rendered in connection with the placement of interests and/or shares in the feeder funds or for other services.

Withdrawal Fees Substantial withdrawal fees may apply to limited partners and/or shareholders in the feeder funds who withdraw or redeem, as applicable, all or a portion of their limited partnership interests and/or shares from a feeder fund prior to the expiration of any applicable lock-up period. Managed Accounts may also be required to pay withdrawal, early termination or other similar fees under certain circumstances and as established in the Governing Documents of the Managed Accounts.

Expenses The types of expenses borne by a Client are set forth in the Governing Documents of such Client. Additional information on expenses of each Fund are also available to investors upon written request and, in the case of the Funds, in the Funds’ annual audit. If any of the expenses below are incurred jointly for more than one Client, such expenses will be allocated among the Clients in proportion to their respective net asset values, in proportion to the size

of the investment made by each in the activity or entity to which the expense relates, or in such other manner as Carlson determines to be equitable. Expenses related to an investment position will generally be allocated in proportion to the size of the position held by Clients. Other expenses incurred for or in respect of Clients will typically be allocated in proportion to their respective net asset values or, where applicable, such other equitable basis that reflects the Client’s net exposure. Carlson believes that allocation of expenses in such manner is more objective than other methodologies and generally aligns expenses with the relative benefits received or expected to be received by the Clients participating in the expense. Notwithstanding the foregoing, such allocations may result in instances where a Client is paying a disproportionate portion of an expense relative to the benefits actually received. Although Carlson will typically be entitled to the reimbursement of Fund organizational expenses, Carlson may elect to pay such expenses without reimbursement in certain circumstances. Carlson and/or its affiliates pay all of their respective ordinary office overhead expenses, including, but not limited to, overhead expenses such as rent, supplies, stationery, office furniture and fixtures, employee insurance, payroll taxes, and the compensation of its personnel. Each Client pays or reimburses Carlson and its affiliates for all other costs and expenses associated with such Client’s operations as set forth in the Governing Documents of each Client. Notwithstanding the foregoing, in certain circumstances, Carlson has agreed to reimburse a Client for a portion of certain operating expenses of the Client. The Funds: In general, expenses borne by a Fund may include, without limitation: •

organizational and initial offering costs including, but not limited to, legal, accounting, printing, marketing, and comparable expenses;

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expenses related to investment transactions and positions for the Fund’s account, including brokerage commissions and custody charges, interest and commitment fees on loans and debit balances and other borrowing costs, borrowing charges on securities sold short, bank service fees, costs of outside appraisers, pricing services, software and services related to execution, reconciliation and transfer of positions and cash, portfolio financing and cash management, accountants, attorneys or other experts or consultants engaged by the Fund, Carlson, CCGP, or any of their affiliates, reasonable investment-related travel expenses, clearing and settlement charges and any other expenses related to the purchase, sale, transmittal, settlement, exercise of rights, votes and other corporate actions or holding of investments (directly or indirectly through derivative instruments), and expenses in connection with proposed transactions (including transactions that fail to close);

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legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against, any regulatory examination or other review of, or any request for information from the Fund, Carlson, CCGP, or any of their affiliates in connection with the affairs of the Fund or its affiliates;

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costs of research, corporate access and data services, hardware, software, and other technical and telecommunications services and equipment used in the investment and risk management process;

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insurance costs, including the pro rata share of the Fund’s portion of the cost of obtaining D&O and E&O insurance for personnel of Carlson;

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costs of communication with investors;

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Methods of Analysis Carlson’s investment strategies are driven by various methods of analysis, including but not limited to, fundamental proprietary research, traditional security analysis, quantitative analysis, broker and research provider research and analyses, as well as the industry knowledge and expertise of Carlson’s portfolio management teams. Many investment strategies utilized by Carlson ordinarily attempt to reduce risk by hedging long positions with short positions and/or derivatives. For example, a purely long stock portfolio would be subject to the investment risks of its broad stock market exposure. Carlson believes that hedged investment strategies can significantly reduce market risk. As described in the Governing Documents of Clients, as applicable, and as described in Item 4 (Advisory Business) above, Carlson does not attempt to maintain a market neutral portfolio for all Clients and at times Carlson may cause a Client to take directional positions that may be affected by the condition of the market. In addition, Carlson may elect not to hedge certain positions and there can be no assurances that hedged strategies will be profitable in either up or down markets. Various market conditions may be materially less favorable to certain strategies than to others.

Investment Strategies General The principal investment strategies used by Carlson in managing Client assets are summarized below. One or more of these strategies may be allocated to a Client’s account in accordance with the Client’s Governing Document (including any applicable investment guidelines). Depending on market conditions, economic trends, and other factors, one or more investment strategies have been and are expected to be overweighted or underweighted relative to other investment strategies from time to time. Additionally, during certain times, one or more strategies have had or may have a nominal capital allocation or may not be utilized by one or more Clients. Investing in securities involves risk of loss that investors in a Client should be prepared to bear. Corporate Catalyst Strategy The Corporate Catalyst Strategy focuses on investing around idiosyncratic corporate events, including inter alia, mergers, acquisitions, divestures, spin-offs, and other restructurings, including those related to business distress. It will also invest in activist and other situations where a corporate catalyst is likely to occur.

The strategy is run in a non-directional manner, and discrete position-level hedges are used to isolate the investment thesis, therefore designed to deliver idiosyncratic return or alpha, however, it will be exposed to some residual market risk in certain high volatility environments. Equity Relative Value Strategy The Equity Relative Value Strategy (“EqRV”) is an alpha-focused non-directional strategy; it seeks to generate alpha through the utilization of the Investment Advisor’s proprietary EqRV investment process which combines deep fundamental sector-specialist research with proprietary quantitative analytics & methods. The methods and models have been developed and refined over multiple market cycles and are based on twenty-five years of proprietary data. While EqRV is at its core a fundamental strategy, the quantitative tools reinforce a consistent investment process and significantly augment the decision-making ability of the investment team. The Fund is managed by sector specialist each with responsibility for a designated set of stocks within an industry or sector and manage an industry/sector neutral portfolio subject to a defined investment process and risk controls. The strategy is process oriented rather than portfolio manager oriented with emphasis on managing the quality of the investment decision-making. Macro Investments Strategy The Macro Investments Strategy is designed to hedge the residual market risk of the portfolio as well as generate absolute returns. Emphasis will be identifying cheap optionality and trade with an asymmetric return function, expressed principally in liquid index options and futures. It will include equities, rates, credit, and forex as appropriate. The manager has broad investment flexibility in seeking to achieve the Fund’s objectives. It may add additional strategies to the fund or remove certain strategies. Investments may be made in any type of security or financial instruments. Notwithstanding the foregoing, the Fund will not invest in private equity, private credit, venture capital or other private transactions although it may hold private interests it receives as part of its public market activities. Equity Long/Short Strategies Equity Long/Short strategies generally seek to profit from current, short-term, and medium-term situations where the anticipated price movement of an individual equity security is not highly correlated to, or as easily hedged by, other securities within the same sector. These investment strategies, which typically emerge when investor expectations fail to adjust efficiently to aspects of fundamental change and often complex events affecting a company, may include catalysts, fundamental developments, and/or defined timeframes for value realization. Carlson seeks to balance the investments in the overall portfolio among individual strategies in order to minimize exposures to the market, various “macro” themes, or significant sector rotations. Event-Driven Strategies Event-driven strategies center on investing in securities of companies facing a major corporate event. The Event-Driven team primarily focuses on companies involved in mergers or acquisitions, but may also seek investment opportunities driven by companies experiencing restructurings, bankruptcies, spin-offs, changes in management and/or corporate governance, or significant litigation, or companies that maintain dual share class structures. The strategy is research-intensive and requires continual

review of announced and anticipated events. The goal is to uncover securities with a favorable riskreward ratio based on the probability that the desired event will occur. An appropriate hedge is then typically developed in an effort to minimize exposure to market risk and attempt to ensure that, if events unfold as anticipated, the investment will generate the expected returns. Credit Strategies Credit strategies seek to profit by identifying attractive risk/reward opportunities between individual securities and across asset classes. The strategy has in the past and may continue to cover sovereign and corporate credit, CLOs, and emerging market securities. Types of trades may include directional, distressed and mispriced opportunities, capital structure arbitrage, and relative value. Each trade and sub-strategy is evaluated based upon its fit within the overall desired credit portfolio construct. Overlay Strategies Overlay strategies primarily include portfolio overlay hedges, initial public and secondary offering positions, and other opportunistic trades. Strategic Investments Carlson may also make strategic or controlling investments, typically in smaller public and private companies in industries where Carlson has deep research expertise and industry knowledge. Past examples have included: (a) Energy: investments in small capitalization, privately held companies in the North American oil and gas sector; and (b) Insurance: an equity investment in the holding company of a reinsurance group, which operated on the Lloyd’s of London reinsurance market and specialized in lines of business that included property and casualty. For example, the Double Black Diamond Fund group currently holds a substantial majority of the outstanding common shares of SWKH. Any future SWKH Investment will be allocated solely to the Series S Interests. Further information about Carlson’s investments in SWKH can be found on the SEC website. Client Governing Documents do not generally include any limitation on the ability of Carlson to cause the Client to hold a substantial portion of Client assets in a particular strategic investment. Other Strategies Carlson may utilize and has utilized other complementary investment strategies in the past which generally have been variations of the strategies described above, but may be materially different from those strategies in the future without notice to investors. Examples of such other strategies include rates strategies, volatility strategies, and other strategies that seek to profit from macroeconomic, social, and political dislocations. No Limit on Strategies that May be Pursued Carlson generally maintains maximum flexibility in its trading and investment strategy in order to take advantage of what Carlson considers to be buying or selling opportunities for the Clients. There is, therefore, generally no limitation on the type of securities or financial instruments in which Carlson invests on behalf of the Funds or Managed Accounts, on the origin or nature of the issue of securities or financial instruments held by the Funds or Managed Accounts, or on the currency denomination of such securities or financial instruments. Additionally, Carlson has invested and may invest on behalf of certain Clients in restricted or illiquid securities that are not readily marketable. Notwithstanding

the foregoing, Carlson may agree to limit the investments by a Managed Account to certain securities and instruments or agree not to invest in certain securities or instruments on behalf of a Managed Account or other Client.

Leverage Borrowing, or leverage, generally is used to enhance returns. The amount of leverage used will vary with the number and quality of investment opportunities available to Clients and with the perceived risk level of each Client’s portfolio and otherwise as described in the Governing Documents of such Client.

Risk Management Carlson’s overarching risk management philosophy regarding all Clients is the preservation of capital. It depends on the particular Client, but generally, as to the Funds and the Managed Accounts, Carlson attempts to minimize potential concentration risks associated with any single portfolio manager, any single investment strategy, position, or theme, and unintended residual market exposures, as applicable in accordance with the Governing Documents. Carlson generally diversifies its multi-strategy Funds in terms of both the number and sizing of portfolio managers, investment strategies, and positions, and employs portfolio hedging strategies to mitigate potential downside risk associated with unintended residual market exposures. Carlson distinguishes risk measurement from risk management. Risk measurement often relies on aggregated quantitative data, while risk management is based upon more qualitative investment judgment around both risk and return, including risks that may be less quantifiable. Client portfolios are generally highly diversified yet very granular and are supported by systems and processes that emphasize internal transparency around decision making, improving the repeatability of investment processes, and institutionalizing investment judgment. With respect to specific investments, Carlson’s risk management philosophy is based upon a rigorous approach to trade construction. Individual positions are generally constructed on a bottom-up, fundamental basis. Carlson attempts to isolate the risks it is willing to bear, while hedging out other risks where Carlson believes it is appropriate to do so. Carlson’s systems offer significant internal transparency in terms of any individual portfolio manager’s positions, transactions, and identified risk exposures. Carlson believes its systems provide a robust, efficient, and effective tool for its professionals to monitor guidelines, exposures, and risks. The investment objectives and methods summarized above represent Carlson’s current intentions. Depending on conditions and trends in financial markets and the economy in general, Carlson may pursue other objectives, employ other investment techniques or purchase any type of security or instrument that it considers appropriate and in the best interests of the Clients, whether or not described in this Item.

Certain Risk Factors Investing in the Clients involves risk of loss as described in more detail below and is suitable only for investors prepared to bear such risk. The risk factors below are not intended to be exhaustive. Prospective investors should carefully review the risks described in the offering memorandum or investment advisory agreement and related documents, as applicable, for the relevant Client, and

should evaluate the merits and risks of an investment in the context of their overall financial circumstances. Although certain of the strategies employed by Carlson are intended to be market neutral, Clients may nonetheless be affected by the overall condition of financial markets. The following is a description of certain significant risks involved in Carlson’s investment strategies. Not all of these risks will be equally relevant to a Client at any given time. Not every Client will invest in every instrument described below (either generally or at any given time). In certain circumstances, the descriptions below refer to the possibility that a Client “may” invest in particular type of instrument. Prospective investors should review the Governing Documents of a particular Client for more specific descriptions of the types of instruments in which such Client is authorized to (and does) invest.

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As noted in Item 4 (Advisory Business) above, Carlson provides investment advice to the Funds and the Managed Accounts. Delaware feeder fund interests are only available to be purchased by U.S. taxable investors that are either: (i) both an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and a “qualified purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”); or (ii) a “knowledgeable employee” as such term is defined in Rule 3c-5 under the Investment Company Act, with respect to such Fund. In general, Cayman Islands feeder fund shares are only available to be purchased by persons that are either: (i) not a “U.S. Person” (as defined under Rule 902(k) promulgated under the Securities Act); or (ii) a U.S. Person that is either: (A) both an accredited investor and a qualified purchaser; or (B) a knowledgeable employee with respect to such Fund. Minimum Fund investments vary from $250,000 to $5,000,000, although such minimum amount may be and has been waived under certain circumstances at the sole discretion of Carlson. A higher minimum investment requirement may be and has been imposed on certain series of interests or shares in some feeder funds that may offer and has resulted in more favorable fee terms than other series of interests or shares offered, which in certain cases depends on the performance of the Fund. The Managed Accounts generally are owned by large institutional investors. The eligibility requirements for opening a Managed Account vary from time to time, but generally a Managed

Account holder must be both an accredited investor and a qualified purchaser. Minimum investment amounts for Managed Accounts are negotiable. Additional details on investor eligibility requirements are set forth in each Client’s Governing Documents. Please see Item 4 (Advisory Business) above.

As described in Item 5 (Fees and Compensation) above, Carlson or an affiliate generally receives performance-based allocations or fees with respect to each Client. Although each Client pays performance-based allocations or fees, Clients pay Carlson varying levels of management fees and/or performance-based allocations or fees, including some performance-based allocations or fees that are subject to performance hurdles and others that are not subject to such hurdles. Also, Carlson and its affiliates and their respective personnel (including Clint D. Carlson and his family) have different levels of proprietary interest in the Clients. As a result of these and potentially other factors, Carlson may therefore have an incentive to favor one Client over another. In order to alleviate potential conflicts of interest for Carlson and its affiliates that arise out of the varying fee arrangements and allocations, the allocation of investment opportunities among the Clients are made in accordance with Carlson’s allocation policies and procedures as more fully described in Item 12 (Brokerage Practices – Order Aggregation and Allocation) and Item 10 (Other Financial Industry Activities and Affiliations) below. Performance-based compensation arrangements may create an incentive for Carlson to recommend investments that are riskier or more speculative than would be recommended under a different compensation arrangement. The performance-based allocations or fees generally are calculated on a basis that includes unrealized gains as well as realized gains.

Carlson is registered as a commodity pool operator and commodity trading advisor with the Commodity Futures Trading Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). While registered with the CFTC, Carlson has claimed certain exemptions with respect to activities on behalf of certain of the Funds. Pursuant to CFTC regulations and NFA rules,

certain employees of Carlson are registered with the NFA as associated persons and designated as principals. As further discussed below, the Funds may under certain circumstances invest, and certain Funds have invested, a portion of their assets in one or more of the other Funds to the extent that Carlson considers the investment appropriate and consistent with the investment objectives of the investing Fund and Carlson’s investment allocation policies and procedures. Any management or performance fees or allocations charged by Carlson or an affiliate on assets invested in a Fund by another Fund may be (in whole or in part) and has been waived or reimbursed to the extent received. The following list of Funds is as of June 30, 2026. Black Diamond Partners, L.P. Black Diamond Ltd. Black Diamond Offshore Ltd. Black Diamond Arbitrage Partners, L.P. Black Diamond Arbitrage Ltd. Black Diamond Arbitrage Offshore Ltd. Black Diamond Clean Energy, L.P. Double Black Diamond, L.P. Double Black Diamond Ltd. Double Black Diamond Intermediate Ltd. Double Black Diamond Offshore Ltd.

Certain Conflicts of Interest The non-exhaustive information contained below describes certain potential material conflicts of interest relating to Carlson’s advisory business and relationships to related persons described above that may impact a Client. Carlson attempts to address or mitigate these conflicts through its policies and procedures and, as it determines appropriate, use of the Compliance Committee as described below. Each prospective investor in a Client must have enough knowledge and experience in financial and business matters to be capable of evaluating the potential material conflicts of interest that may arise in connection with the operation of such Client. No list of potential conflicts of interest can be expected to be full and complete. Each prospective investor should review the relevant Governing Documents in their entirety and discuss any proposed investment with his, her, or its investment, tax, accounting, legal, and other advisers prior to making any such investment. Other Clients and Services Carlson and its affiliates act, and may in the future act, in one or more capacities, including without limitation, as general partner, manager, director, administrator, trustee, custodian, investment adviser in relation to, or be otherwise involved in, the Clients, or other funds or other investment vehicles, or accounts that have investment objectives or strategies that are similar, overlapping, or meaningfully different to those of one or more Clients. Current Clients and other funds or other investment vehicles, or accounts that may be advised by Carlson in the future, may hold either the same or opposite positions and may trade in advance of, or contemporaneously with, one or more other Clients, which would in the ordinary course of their business raise potential conflicts of interests with such Clients as further described below. There are no limitations on the investment objectives and

strategies that may be pursued by Carlson or its affiliates on behalf of clients that may be advised by Carlson or its affiliates in the future. Management of Multiple Clients In providing services to a Client, Carlson gives advice and recommends securities which may be identical to, or differ from, advice given to, or securities recommended for, other Clients, even though their investment objectives may be similar or overlapping. Certain Clients pay higher fees to Carlson and are subject to different expenses than other Clients (please see Item 5 (Fees and Compensation) and Item 6 (Performance-Based Fees and Side-By-Side Management) for more information). Additionally, Carlson or its affiliates typically retain ownership interests in the Funds. This creates conflicts of interest as Carlson is incentivized to favor a higher fee paying Client over a lower fee paying Client (including a Client whose performance-based fee is not subject to a hurdle) or a Fund in which Carlson or its affiliates hold a greater ownership interest. Such conflicts of interest may result in Carlson allocating investments to certain Clients even if such investment opportunities are otherwise appropriate for other Clients. To mitigate these conflicts, Carlson has adopted allocation policies and procedures as described immediately below. Additionally, Carlson may cause and has caused accounts managed by it, including but not limited to the Clients in which Carlson or an affiliate may own an interest, to enter into transactions with each other. Please see Item 11 (Participation in Client Transactions) for more information. The performance of the Clients has varied, and any other accounts managed in the future by Carlson are expected to vary. Allocation of Investment Opportunities and Aggregation of Trade Orders In the ordinary course of its activities, Carlson buys or sells for one Client the same securities as those traded by another Client. Carlson has the sole authority to determine how investment and trading opportunities are allocated among the Clients, even though, as described above, it faces conflicts of interest in making such allocations. Please see Item 12 (Brokerage Practices – Order Aggregation and Allocation) for additional information regarding Carlson’s procedures concerning the allocation of investment opportunities and how conflicts are addressed. Carlson may and generally does aggregate orders of the Clients. Such aggregation of orders, however, does not always benefit one or more particular Clients with regard to the price or quantity executed. Additionally, situations arise in which the activities of Carlson or one or more of the Clients disadvantage one or more of the other Clients, such as the inability of the market fully to absorb orders for the purchase or sale of particular financial instruments placed by Carlson for all the Clients at prices and in quantities that would be obtainable if the same were being placed only for one Client. At other times, Clients may seek to sell, and sometimes do sell, investments that are also held by other Clients at different times. For example, a Client in liquidation or wind-down, or with a different strategy or withdrawal terms, sells an investment before another Client seeks to sell such investment, which, depending on factors such as the size and liquidity of the investment, could adversely affect the market value of the investment that is still held by the latter Client. Additionally, to the extent Clients buy or sell investments at different times, one Client’s trading activity, depending on factors such as the size and liquidity of the investment, could adversely affect the execution prices obtained by another Client. Please see Item 12 (Brokerage Practices – Order Aggregation and Allocation) for additional information as to our practices concerning the aggregation of investment opportunities and how potential conflicts are addressed. Carlson attempts to address or mitigate these conflicts through its

policies and procedures and, as Carlson determines appropriate, use of the Compliance Committee as described below. Investments in other Investment Vehicles A portion of the assets of certain Clients may be, and has been, managed directly by, or invested in, investment funds managed or sponsored by, other investment advisers selected by Carlson, to the extent Carlson considers the investment strategies offered by such advisers appropriate and consistent with the Clients’ investment objectives. Where appropriate, a portion of the assets of certain Clients may also be, and has been, invested in other investment vehicles managed by Carlson, its affiliates, a Portfolio Company in which one or more Clients have an investment, or affiliates of such a Portfolio Company. Such investments may include initial capital or follow-on investments in private funds or other commingled investment vehicles, “co-investment,” “overflow,” or “side car” vehicles, collateralized debt obligations, collateralized loan obligations, or other structured or special investment vehicles. For example, Carlson may cause, and in the past has caused, a Client to make an investment in another Carlson-managed investment vehicle in order to permit such investment vehicle to launch or achieve sufficient scale. The portion of the assets of any Fund allocated to investment advisers that are not controlled by or under common control with Carlson generally will not exceed 20% of the net assets of the Fund at the time of the allocation. However, the Fund Governing Documents do not specifically limit the ability of Carlson to invest a greater portion of a Fund’s assets in a third-party investment adviser. If Carlson or an affiliate controlled by or under common control with Carlson receives fees or allocations of performance-based compensation from an investment vehicle in which a Client holds an investment, Carlson will seek to waive or otherwise rebate such fees to the relevant Client to the extent that such fee is attributable to the investment by Clients in such vehicle. Carlson and its affiliates will be entitled to retain any fees paid by any such investment vehicle that are not attributable to the investment by Clients in the vehicle. Even with such waiver or rebate, such investments present a conflict of interest to the extent that Carlson benefits if the investment by a Client contributes to making the investment vehicle more viable, marketable, or profitable. Carlson attempts to address or mitigate these conflicts through its policies and procedures, including its Code of Ethics, and, as Carlson determines appropriate, use of the Compliance Committee as described below. Investments in and Loans to Portfolio Companies A portion of the assets of a Client may be, and has been, invested in portfolio companies that are majority-owned or wholly-owned by the Client or one or more other Clients (each, a “Portfolio Company”). Such investments may be in the form of equity or debt investments and may include loans made by a Client to a Portfolio Company (see below). There is generally no limitation on the types of investments that a Client may make in a Portfolio Company. For example, the Black Diamond Funds own a substantial majority of the outstanding common equity of SWKH. The ability of these Funds to exit from such investment is materially limited by various regulatory, contractual, and other considerations. Certain Clients have provided (and may, from time to time, provide) loans or other extensions of credit (each, a “Portfolio Company Loan”) to one or more Portfolio Companies in which the Clients or another Client have an existing investment. A Portfolio Company Loan may be of any duration,

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Code of Ethics Carlson has adopted a Code of Ethics (the “Code”) and Compliance Manual that contains policies and procedures reasonably designed to, among other things, alleviate possible conflicts of interest, prevent the misuse of material non-public information, ensure the propriety of its employees’ personal

trading activity, and instill a culture of compliance with the U.S. federal securities law and the highest standards of business conduct. Each employee has access to the Code and the Compliance Manual, is provided with initial and ongoing training on the policies and procedures contained in the Code and the Compliance Manual, and is required upon commencement of employment, and at least annually thereafter, to sign a written acknowledgement of receipt, understanding, and agreement to abide by the Code and the Compliance Manual. Employees are also provided with any updates or amendments to the Code and the Compliance Manual on an on-going basis. The Code is available to all current or prospective investors or Clients upon request to the Compliance Department or Investor Relations Department at 2100 McKinney Avenue, Suite 1900, Dallas, TX 75201 or via compliance@carlsoncapital.com or investorrelations@carlsoncapital.com.

Material, Non-Public Information From time to time, Carlson or its affiliates may come into possession of material non-public information. This may occur, for example, where an employee or other representative of Carlson or its affiliates is a director or officer of a company or such affiliated person becomes otherwise aware of material non-public information. In the event that Carlson or its affiliates are in possession of material non-public information, Carlson will place the issuer or security on its restricted list and will be unable to use such information for the benefit of any of the Clients. Carlson’s possession of such information may, therefore, cause the Clients to be prohibited from trading the securities of the issuer until such time as the information is made public. In an effort to monitor potential and actual conflicts of interests, the Code requires employees to disclose to the Compliance Department all familial and certain other close personal relationships. Such relationships are required to be disclosed at the commencement of employment and certified to on a quarterly basis. As noted above, certain employees or other representatives of Carlson serve as members of the board of directors or creditors committee of Portfolio Companies. Certain of such employees also may and do from time to time receive compensation directly from a Portfolio Company for such service. Receipt of such compensation and/or service on a board creates a conflict of interest between a board member’s personal interests, the interests of the Clients, and the interests of the Portfolio Company and its other shareholders. Carlson has established procedures intended to address the possible conflicts of interest that board membership may present, including requiring authorization from Carlson’s Chief Compliance Officer prior to an employee serving as a board member. Please see Item 10 (Other Financial Industry Activities and Affiliations – Certain Conflicts of Interest) for more information.

Personal Investment Transactions Carlson and its affiliates may recommend or effect transactions on behalf of the Clients in securities that their employees may buy or sell for their personal investment accounts. Carlson has adopted and implemented personal investment policies and procedures, described generally below, as part of its

Code, which seek to ensure that employee personal investment transactions do not create a potential or actual conflict of interest. Carlson’s personal investment policies and procedures require that employees (as well as members of their household and any other individuals over whose account(s) the employee has, either directly or indirectly, beneficial ownership, control, trading authority, or influence) receive Compliance Department approval prior to engaging in most personal investment transactions, including private placements. With the exception of certain transactions, employees are limited in the number of personal investment transactions they may enter into per a calendar quarter. Certain personal investment holdings are also subject to a minimum holding period. Carlson’s personal investment policies and procedures generally prohibit investment personnel who cover (or are part of a portfolio management team a member of which covers) an investment sector on behalf of Carlson’s Clients to enter into personal investment transactions that would be deemed to be part of such investment sector. Investment personnel who are generalists and do not cover a specific sector on behalf of Carlson’s Clients are generally prohibited from entering into personal investment transactions in single-name securities, except when a waiver is provided by the Chief Compliance Officer. All employees are further prohibited from entering into personal investment transactions in any single-name security in which a Carlson Client has an existing order at the time of Compliance Department review and transactions in any single-name security for a period of time after which Carlson has traded the security on behalf of any Client. All employees must report their personal investment accounts and applicable holdings to the Compliance Department at the commencement of their employment; report the opening of new accounts; and certify to their personal investment accounts and applicable holdings on at least an annual basis. Employees must also certify to certain of their personal investment transactions on a quarterly basis. Employee personal investment transactions are monitored by the Compliance Department in order to ascertain compliance with the Code, any pattern of conduct that may evidence actual or potential conflicts with the principles and objectives of the Code, and other inappropriate behavior.

Outside Activities Employees must obtain approval from Carlson’s Compliance Department prior to participation in outside business activities, including serving on boards of companies or creditors’ committees.

Participation in Client Transactions Carlson and its affiliates and their respective employees own significant investments in many of the Clients. Carlson does not generally invest directly on its own behalf in investments outside of the Clients. To the extent the consent of a Fund is required under Section 206(3) of the Advisers Act with respect to any proposed transaction to be entered by the Fund, Carlson will obtain the consent of the Fund for such proposed transaction by obtaining the consent of a committee of the Board of Directors of the Fund (which with respect to a Delaware-domiciled feeder fund is the Board of Directors of the master fund) who are independent from, and unaffiliated with, Carlson and its affiliates or such other independent representative of the Fund as appointed by such Directors with the consent of Carlson or in any other manner that complies with the Advisers Act. Carlson may engage, and has engaged, in transactions between two or more Clients (a “cross transaction”), when consistent with the investment objectives and policies of each Client involved,

including accounts in which Carlson and its affiliates and their employees are investors or in which such persons may have a financial interest due to performance-based compensation allocable to Carlson or an affiliate by such Client. When doing so, Carlson will generally seek to execute the transaction at the current market price of the security using current sales data (generally the closing price on a principal exchange), or a mid-market price, in each case, as determined by Carlson. Carlson does not charge any commission or other fee in connection with a cross transaction, although there will be, and has been, fees charged by third parties, such as the executing broker, to the Clients when cross transactions are executed through the market. No brokerage commission, fee (except for any third party customary transfer fees), or other remuneration shall be paid in connection with any direct cross transactions between Clients that are not executed through the market. All cross transactions require prior Compliance Department approval. In addition, the Compliance Department receives alerts that are designed to identify potential cross transactions to further confirm such transactions are being properly approved, documented, and supported. Please see Item 10 (Other Financial Industry Activities and Affiliations – Certain Conflicts of Interest) for more information regarding these potential conflicts of interest.

Selection of Brokers-Dealers Carlson has complete discretion in selecting brokerage relationships and negotiating commissions. Carlson’s objective in selecting a broker-dealer is to seek the best overall terms available under the prevailing circumstances and to ensure that best execution standards are met. Carlson evaluates each of its brokerage relationships utilizing a variety of factors, including but not limited to, access to securities offered for sale and the ability to source liquidity by the broker, the ability of the broker to achieve prompt and reliable executions at favorable prices, the services of the sales trader and the operational efficiency with which transactions are effected, the financial strength, integrity, and stability of the broker, including the ability to commit capital, trading ideas, the quality, comprehensiveness, and frequency of available research and related services considered to be of value provided or paid for by the broker, electronic trading capabilities, any special expertise or capabilities of the broker, including the ability to understand Carlson’s investment strategies, reliability and fairness in resolving any trade breaks or errors, and the competitiveness of commission rates in comparison with other brokers satisfying Carlson’s other selection criteria. Carlson is not required to weigh any of these factors equally, and depending on the relevant transaction, one or more factors may significantly outweigh the other factors. Subject to compliance with applicable law and its duty to seek best execution, Carlson may direct and has directed brokerage transactions to brokers that have referred investors to Carlson and the Funds. Directing brokerage to broker-dealers in recognition of past or future referrals creates an incentive to effect more brokerage transactions with brokers who refer investors than might otherwise occur if referrals did not occur. Please see Item 14 (Client Referrals and Other Compensation). Carlson and its affiliates may have other business arrangements with brokerage firms used to execute transactions for the Clients. Brokerage firms and their affiliates may be investors in the Funds, and have provided and may provide financing or other services to Carlson or other accounts managed by Carlson.

Carlson’s Code contains a “Gifts and Entertainment Policy” that requires employees to disclose all gifts and entertainment (except entertainment of de minimis value) received from brokerage firms that conduct or seek to conduct business with Carlson and places restrictions on the value and types of gifts and entertainment employees may receive without prior Compliance Department approval. Carlson strictly prohibits the consideration of factors such as the receipt of gifts and entertainment when selecting brokers to execute transactions for the Clients. Carlson’s determination to use certain brokers for the Clients who trade similar strategies or otherwise have overlapping positions may be and have been influenced by the fact that certain Clients may only have counterparty relationships in place with certain brokers, which can subject such Clients to the financing, margin, and other terms in place with such brokers.

Research and Other Soft Dollar Benefits Carlson is permitted to cause a higher commission to be paid to a broker-dealer that provides or pays for research, brokerage, and other related services than might be charged by another broker-dealer for effecting the same transaction, provided that Carlson determines in good faith that the amount of commissions charged is reasonable in relation to the value of the brokerage and research, or investment management-related services and equipment, provided by such broker-dealer. Specifically, Carlson utilizes and may continue to utilize client commission arrangements or client commission sharing arrangements to obtain research, brokerage, and related services that fall within Section 28(e) of the Exchange Act. Under these arrangements, Carlson requests that a broker-dealer allocate a portion of total commissions paid to a pool of “credits” maintained by the broker-dealer that can be used to obtain research, brokerage, and related services. After accumulating a number of credits within the pool, Carlson then directs that those credits be used to pay appropriate parties in return for eligible research, eligible brokerage services, and related services. Carlson receives a benefit from these arrangements because it does not otherwise have to produce or pay for such research, brokerage, or other products or services to the extent it is responsible for such payments. Additionally, Carlson has an incentive to select or recommend a broker-dealer based on Carlson’s interest in receiving the research, brokerage, or other products or services, rather than on the Clients’ interests in receiving the most favorable execution based on other factors (such as lower commissions). Research, brokerage, and related services provided by brokers or third parties to Carlson during its past fiscal year, included and continue to include, but are not limited to, exchange and market data, information and analyses concerning specific securities, companies or sectors, market, financial or economic studies and forecasts, statistics, and pricing services, reports concerning portfolio positions and risk parameters, discussions with research personnel, legal research and analysis and databases, software and other news, technical and telecommunications services, and equipment utilized in the investment management, execution, clearance, and settlement of securities transactions processes, and other functions incidental to effecting securities transactions, including certain post-trade services (including, for example, trading software, connectivity, and communication services between Carlson, brokers, and other custodians initiated from Carlson’s order management system or otherwise, electronic communication of allocation instructions and routing settlement instructions, post-trade matching of trade information, and short-term custody). Carlson does not receive any services from brokers that are outside the safe harbor for the use of brokerage commissions or “soft dollars” for “research and execution services” under Section 28(e) of the Exchange Act. To the extent a brokerdealer provides Carlson with products or services that are used both for purposes permitted under the safe harbor of Section 28(e) as well as purposes that are not permitted under Section 28(e) (“mixeduse items”), Carlson determines an allocation of the payment for the product or service between “soft dollars” and “hard dollars,” which are payable by Carlson or, in the event the product or service

constitutes a Client operating expense, the Client. This allocation determination itself poses a conflict of interest for Carlson because of the inherent incentive to minimize expenses payable by Carlson to the extent Carlson is responsible for such expenses. In allocating costs for a particular mixed-use item, Carlson will make a good faith, fact-based analysis of how its employees use the product or service. Relevant factors might include, for example, the amount of time the product or service is used for eligible purposes versus non-eligible purposes, the relative utility (measured by objective metrics) to Carlson of the eligible versus non-eligible uses, and the extent to which the product is redundant in light of other products employed by Carlson for the same purpose; provided that Carlson may consider any other factors it deems appropriate under the circumstances, with or without consideration of the foregoing. Research, brokerage, and related services provided by brokers have been and may be used in servicing any or all of the Clients, and such research, brokerage, and related services may not necessarily be used by Carlson in connection with the Clients that paid commissions to the broker providing such products or services. The portion of soft dollar benefits allocated to Clients managed by Carlson or its affiliates will not always be proportionate to the soft dollar credits generated by such Clients or the costs of such soft dollar arrangements borne by such Clients. In addition, not every Client will receive soft dollar benefits on every transaction even though such Client(s) will pay the same commission rates on such transaction(s) as those Client(s) that do. During the past fiscal year, Carlson selected and reviewed brokers in accordance with its best execution policy and assessed and allocated costs for any “mixed use” products according to their use and reviewed its soft dollar arrangements in light of its soft dollar policies and procedures. Additionally, the allocation of brokerage commissions paid to each broker in return for research is reviewed by Carlson’s Best Execution/Soft Dollar Committee. Total commissions as well as “per share commissions” paid to each broker are also monitored by the Best Execution/Soft Dollar Committee.

Order Aggregation and Allocation Carlson buys and sells investment securities conforming to the specific objectives and constraints of each Client, and determines the appropriate size and amount of each security to be held. Carlson has established aggregation and allocation procedures for portfolio investment opportunities in which more than one Client participates. The aggregation and allocation procedures are reasonably designed to assist Carlson to act in a manner it considers fair and equitable over time, taking into account all relevant facts and circumstances, in allocating investment opportunities among Clients. Carlson may and generally does aggregate and place orders for more than one Client simultaneously. The proposed allocation of any order placed on behalf of more than one Client is ordinarily determined prior to placing the order. If all such orders are not filled at the same price, then Carlson generally causes each account to pay or receive the average of the prices at which the orders were filled for all accounts. If all orders placed cannot be fully executed under prevailing market conditions, then the securities traded may be allocated among the Clients in a fair and equitable manner, taking into account the size of the order placed for each Client account and any other relevant factors. Such aggregation of orders does not always benefit one or more particular Clients with regard to the price or quantity executed. Please see Item 10 (Other Financial Industry Activities and Affiliations – Certain Conflicts of Interest) for more information regarding potential conflicts in connection with aggregation. In general, if orders for an investment cannot be completely filled, the orders are allocated either pro rata among the Clients participating in an aggregated transaction, or on a basis other than pro rata if such other method of allocation is reasonable and does not result in an improper disadvantage or

advantage to one participating Client as compared to another Client over time, taking into account all relevant criteria as described in further detail below. Carlson generally determines which investment strategies are appropriate for each Client (which may be one strategy for single-strategy Clients). In accordance with Carlson’s procedures, orders are generally assigned to an investment strategy and ordinarily allocated to each Client participating in that strategy based on the percentage of the strategy allocated to each such Client. Each Client’s investment strategy allocation may be based on criteria as they relate to each specific Client, including but not limited to: (i) investment policies, guidelines, or restrictions; (ii) tax considerations; (iii) liquidity constraints; (iv) risk tolerances; (v) regulatory restrictions; (vi) available credit lines and counterparty arrangements; (vii) hedging activity; and (viii) other relevant factors. Not all factors may be relevant or weighted equally in connection with every investment opportunity. Under certain circumstances, orders are allocated using a different methodology than described above. In any case, Carlson seeks to make such allocations in a fair and equitable manner over time, consistent with Carlson’s fiduciary obligations to its Clients and when applicable, in accordance with the Governing Documents and investment guidelines of such Clients. Additionally, Carlson allocates investment opportunities among the Clients in a manner that it believes is consistent with any applicable laws, rules or regulations of which Carlson is aware that may restrict the ability of a Client or Fund investors to participate in a particular investment (e.g., investments in newly issued securities (“New Issues”) subject to the Financial Industry Regulatory Authority Rules 5130 and 5131 (the “FINRA New Issue Rules”)). Carlson reserves the right to vary its policy with respect to the allocation of New Issues as it deems appropriate in light of, among other things, existing interpretations of, and amendments to, the FINRA New Issue Rules and practical considerations, including administrative burdens and principles of fairness and equity. In certain circumstances, this may result in a Client or Fund investors not being allocated profit and loss earned on investments in New Issues even when such Client or Fund investors may be permitted to receive such allocations under the FINRA New Issue Rules. In some cases, certain Clients receive priority or overweighted allocations of investment opportunities.

Trade Errors On occasion, Carlson experiences errors with respect to trades it makes on behalf of its Clients. Carlson does not, directly or indirectly, use soft dollars to correct trade errors. Please see Item 10 (Other Financial Industry Activities and Affiliations – Certain Conflicts of Interest) for more information related to trade errors.

Carlson has entered, and may in the future enter, into agreements pursuant to which it compensates third parties for referrals of investors to the Funds. For example, Carlson engaged certain third parties to act as a placement agent for one or more Funds and may engage third-parties to act as a solicitor to refer clients to Carlson. In addition, Carlson may permit, and has permitted, a “feeder fund” sponsored by a third party to invest in a Fund or group of Funds as part of a wealth management platform maintained by such sponsor or an affiliate thereof that acts as the broker-dealer for such platform. In such circumstances, the third-party placement agent may receive, and has received, a portion of the fees paid by such Funds to Carlson attributable to capital committed by investors that invest directly in a Fund or the amounts invested by such third party “feeder fund.” Certain thirdparty placement agents may in turn pay all or part of such fees to their clients who are investors in the Fund (directly or indirectly through a third party “feeder fund”) pursuant to fee arrangements between such placement agents and their clients. Pursuant to the terms of their arrangement with the placement agent, certain investors have historically only been provided access to invest in a Fund through certain series of interests or shares, which paid higher fees than those payable if such investors had invested in other series of interests or shares offered by the Fund. In certain circumstances, Carlson or its personnel attend events sponsored by a third party at which Carlson or its personnel are introduced to prospective investors or clients. Carlson generally does not pay to attend such capital introduction events and generally does not pay the sponsors of such events for any investments received from prospective Fund investors or clients that Carlson is introduced to at such an event. However, attendance at such events may create the appearance that Carlson causes a Client to use the brokerage or other services of the event sponsors (or their affiliates) in order to be invited. An unaffiliated placement agent, an unaffiliated solicitor of clients, the sponsor of a third party “feeder fund,” or the sponsor of a capital introduction event (or an affiliate of one of the foregoing) may, and in certain cases does, act as a broker for one or more Clients or otherwise provides services to one or more Clients. Carlson may direct, and has directed, brokerage transactions to brokers that have referred prospective investors to Carlson and the Funds, as described in Item 12 (Brokerage Practices) above. Carlson will only enter into an agreement with a placement agent, cash solicitor, or other person that is directly or indirectly referring prospective clients or Fund investors to Carlson if such agreement (and the transactions contemplated thereby) complies with the Advisers Act and any other applicable law. Please see Item 10 (Other Financial Industry Activities and Affiliations) and Item 12 (Brokerage Practices) above.

None.

All Client accounts are regularly reviewed by Carlson investment personnel. The principal portfolio managers who make investment decisions on behalf of each of the strategies used by each Client supervise the management of the strategies and investments for which they are responsible and review their respective accounts on an on-going basis. Carlson’s Portfolio/Risk Committee and Management Committee oversee specific aspects of the investment process including capital allocation, target leverage, and certain hedging decisions. Carlson typically provides monthly reports to Fund investors that contain information about the Funds, including, as applicable, current performance results, assets under management, and varying levels of portfolio transparency. Such information is available upon request when a Fund is in a wind

down process. Fund investors also receive a monthly capital statement from each Fund’s administrator that sets forth the investor’s capital account balance or net asset value. Fund investors receive audited financial statements on an annual basis. Carlson provides reports to Managed Accounts as specified in the applicable Governing Documents.

Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) sets forth requirements for registered investment advisers who have “custody” of client assets (i.e., the authority to hold, directly or indirectly, client funds or securities).

If applicable, Carlson satisfies its Custody Rule obligations regarding each Fund using the “audit exception,” which requires that each Fund: (i) be subject to audit at least annually, conducted in accordance with U.S. Generally Accepted Auditing Principles by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board; and (ii) distribute its audited financial statements prepared in accordance with U.S. Generally Accepted Auditing Principles to all investors within 120 days of the end of each Fund’s fiscal year. Carlson expects to distribute audited financial statements prepared in accordance with U.S. Generally Accepted Auditing Principles to all investors within 90 days of the end of each Fund’s fiscal year. Carlson does not have custody with respect to the Managed Accounts since it does not have or accept the authority to hold, directly or indirectly, funds or securities held by a Managed Account or have the authority to obtain possession of them.

Carlson has complete discretionary authority to manage the Clients pursuant to the investment advisory agreements, indentures, and/or other Governing Documents with the Clients and endeavors to manage the Clients in a manner consistent with the investment objectives and restrictions of each Client. For more information, please see Item 4 (Advisory Business) above.

Carlson has adopted proxy voting policies and procedures (the “Proxy Policy”) to meet its obligations under the Advisers Act, including to address conflicts of interest associated with proxy voting, and to reasonably ensure that Carlson votes proxies on behalf of the Clients, over which it exercises voting discretion, in the best interest of each relevant Client. In order to facilitate the proxy voting process, Carlson has engaged the services of an independent proxy advisory firm, ISS Governance Services (“ISS”), which generally votes all proxies on behalf of Carlson. ISS has been granted “implied consent” (as defined in the ISS Vote Authorization Registration Agreement) by Carlson to generally vote all proxies in accordance with ISS’ recommendations with the exception of meetings where share blocking may apply. For certain proxies, as determined by Carlson in its discretion, Carlson will nevertheless choose to vote not in accordance with ISS’ recommendation, abstain from voting, or not vote, if it determines, in its discretion, that the ISS recommended vote is not in the best interest of the relevant Client(s). In determining how to vote on a matter in the best interest of each relevant Client, the applicable portfolio manager(s) will generally consider: (i) the impact on the value of the investment; (ii) the costs and benefits associated with the proposal; (iii) the effect on liquidity; (iv) the customary industry and business practices; (v) consistency with the investment objective or strategy of the relevant Client(s); and (vi) any other factors deemed relevant, and vote with a view toward maximizing the overall value to the relevant Client(s). The best interest of each of the Clients must be considered separately. As a result, depending on a given Client’s particular circumstances, Carlson could take action, including abstaining from voting, for the proxies of one Client differently than it does for proxies of another Client. Fund investors may not, and do not, direct voting of proxies. Actual or potential conflicts of interest arise, or could arise, when determining how to vote proxies for Clients. Such conflicts of interest could, or could appear to, compromise the independence of the decision of how to vote a proxy on behalf of a Client and must be addressed. Carlson has implemented the Proxy Policy and other policies and procedures to mitigate or eliminate such potential conflicts of interest. Identified conflicts of interest are required to be raised to the Chief Compliance Officer, or

Carlson’s Compliance Committee (as described in Item 10 of this Brochure), if applicable. Additionally, Carlson’s engagement of ISS to generally vote proxies in accordance with its recommendations mitigates Carlson’s conflicts of interest, if any. The Proxy Policy as well as information related to the way Carlson voted proxies is provided to Clients and Fund investors upon written or verbal request to the Investor Relations Department.

There is no current financial condition that is reasonably likely to impair Carlson’s ability to meet its contractual commitments to any Client.