Cerberus Capital Management, L.P.

General Description of Advisory Firm.

The Adviser is a Delaware limited partnership founded in 1992. The Adviser is headquartered in New York City and has over thirty affiliate and advisory offices located in the United States, Europe, Asia, Africa, the Middle East, South America and Australia. The Adviser and its affiliates (the “Affiliates”) (the Adviser and the Affiliates are sometimes collectively referred to as the “Advisers”) provide investment management and administrative services to privately placed pooled investment vehicles (collectively, the “Private Funds”), single investment special purpose investment vehicles and managed accounts (collectively, with the Private Funds and “EU Clients” (as defined below), the “Clients”) based on their respective investment objectives. The Advisers tailor their advisory services as described in the investment program of the relevant Client’s private placement 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 (collectively, the “Governing Documents”). Please refer to Item 8 for a more detailed description of the Advisers’ investment strategies as well as the securities and other instruments purchased by Clients under the management of the Advisers. From inception through March 14, 2025, the Adviser’s principal owner was Mr. Stephen Feinberg. Since March 14, 2025, the Firm has been owned by the Stephen A. Feinberg 2025 Equity Trust (the “Equity Trust”) and related intermediate entities and family trusts. Since the filing of the Adviser’s last Brochure through the date that this Brochure has been filed, several new Clients have been launched. For a complete list of all Clients that are provided administrative and/or investment management services by the Advisers, see Item 5 and Item 7.B. of Schedule D to the Advisers’ Form ADV Part 1. The Advisers provide investment management services to the Clients on a discretionary basis; however, their advice is provided in accordance with and subject to the investment objectives and guidelines set forth in each Client’s applicable Governing Documents. B.

Description of Advisory Services.

Advisory Services The Adviser is a global alternative investment firm founded in 1992. Headquartered in New York City with affiliate and advisory offices located in the U.S., Europe, the Middle East, South America, Asia and Australia, the Advisers generally focus on value creation globally in private equity and venture capital, real estate and global credit strategies as outlined below. The Advisers’ investment and operations professionals are integrated across all three of the Advisers’ primary investment strategies, bringing considerable expertise in assessing and managing all of the Advisers’ investments:

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•

Private Equity and Venture Capital, including operational private equity, supply chain investments that aim to advance supply chain security and integrity and strengthen critical infrastructure of the U.S. and its allies, venture investments in companies with a primary focus on the critical technology and infrastructure underpinning and enabling nation states, a frontier and emerging markets investment platform, acquisitions of companies with operational problems or significant cost reduction opportunities, subsidiaries, divisions or business units of companies where the business is viewed as non-core and/or under-performing divisions, companies undergoing reorganization under U.S. bankruptcy law or similar laws, and early-stage or later-stage companies that require additional financing to scale and/or grow;

•

Real Estate, including investments in distressed debt securities and assets, special situations, direct equity, mortgage loans and bridge financings, mezzanine debt and preferred equity and non-performing loans (“RE NPLs”) secured by real estate, corporate and/or consumer debt and leasing platforms and performing or non-performing secured or unsecured debt claims (such non-performing debts together the RE NPLs, the “NPLs”); and

•

Global Credit, including secondary market purchases of corporate stressed credit and distressed debt, corporate middle-market direct lending, and residential and commercial mortgage and consumer credit, securities and assets.

Please see Item 8 for additional information related to methods of analysis, investment strategies and risk of loss. C.

Availability of Customized Services for Individual Clients.

The Advisers tailor their advisory services as described in the investment program of the relevant Client’s Governing Documents. In addition, the Advisers have the right to enter and have entered into agreements, such as side letters, with certain investors in the Clients that may in each case provide for terms of investment that are more favorable for certain investors than the terms provided to other investors in the same Clients. Such terms typically include, among other things, 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, and more favorable liquidity 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, governance rights with respect to certain investments, the promotion of commercial relationships in an underlying investor’s country of origin, and/or rights to participate in coinvestment opportunities or bid on portfolio companies at exit. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Clients 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.

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D.

Wrap Fee Programs.

The Adviser does not participate in wrap fee programs. E.

Assets Under Management.

As of January 1, 2026, the Adviser had approximately $92.5 billion of regulatory assets under management, all of which was managed on a discretionary basis.

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Advisory Fees.

Management Fees With respect to Clients that are structured as hedge or liquid funds, the Adviser or one of its Affiliates is generally paid a quarterly management fee of 1% to 2% per annum of the aggregate net asset value of each investor’s capital account or series of shares, as applicable. With respect to Clients that are structured as private equity or commitment funds, the Adviser or one of its Affiliates is generally paid a quarterly management fee of 1% to 2% per annum of total committed capital, called capital invested (at cost), total assets under management or net asset value. Management fees are generally paid quarterly in advance but may be paid quarterly in arrears or may be paid on an annual basis. Fees applicable to a specific Client are detailed in each Client’s Governing Documents and certain Clients may pay different fee rates and/or additional fees compared to other Clients. Such additional fees negotiated by specific Clients include both fixed fees, and fees calculated as a percentage of certain assets or all assets held. Performance-Based Allocations or Fees With respect to Clients that are structured as hedge or liquid funds, an Affiliate of the Adviser is generally allocated or paid an annual performance-based allocation or fee of 15% to 20% of the net gain earned by each investor subject to a high-water mark and, in certain cases, a hurdle rate (as set forth in the Client’s Governing Documents). Certain Clients structured as hedge or liquid funds subject this performance-based allocation or fee to a preferred return to investors and a catch-up allocation to the Affiliate. With respect to Clients that are structured as private equity or commitment funds, an Affiliate of the Adviser is generally allocated or paid a performance-based allocation or fee of 15% to 25% of the proceeds realized upon the disposition of the assets of such Client, subject to the return of capital contributions to investors and, often, subject to a preferred return to investors (as set forth in the Client’s Governing Documents), catch-up distributions to the Affiliate and/or other performance hurdles; provided that certain Clients are not subject to a preferred return. In certain cases, a Client structured as a private equity or commitment fund pays an Affiliate a portion of its performance-based allocation or fee prior to the disposition of the assets of such Client. Fees applicable to a specific Client are detailed in each Client’s Governing Documents. Transaction-Related Fees In connection with investments made by certain Clients and as part of our advisory compensation, the Adviser, its affiliates, or its personnel will receive, directly or indirectly, arrangement, origination, underwriting, placement, commitment, closing, upfront, ticking, prepayment, agency, structuring, monitoring, syndication, consent, amendment, modification, waiver, consulting, advisory, asset management, portfolio investment transaction, servicing, financing, directors’ or other transaction or investment-related fees, points or equivalents or similar fees, proceeds or other compensation, including break-up fees and termination fees, from portfolio investments, issuers or borrowers in which one or more Clients invest or propose

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to invest. The potential for the Adviser, its affiliates, or its personnel to receive these economic benefits creates a conflict of interest, as the Adviser has an incentive to seek to invest in portfolio investments that provide such benefits. To help mitigate such conflict, a pro rata portion of such transaction-related fees that the Adviser, its affiliates or personnel receives and retains are generally offset against management fees otherwise payable to the Adviser by the relevant Client or Clients or otherwise provided for the benefit of such Clients or Clients, in each case, to the extent set forth in such Clients’ Governing Documents. See Item 10, “Ancillary Fees; Management Fee Offsets.” However, for certain Clients, to the extent set forth in such Clients’ Governing Documents, the Adviser, its affiliates or personnel will receive and retain certain categories of such transaction-related or portfolio investment-related fees, proceeds or other compensation as a part of the Adviser’s compensation and such amounts will not be offset against management fees payable by such Clients or otherwise be provided for the benefit of such Clients. As a result, certain types of fees or other proceeds or compensation could be offset against management fees for, or otherwise provided for the benefit of, some Clients and not others. The Adviser is not obligated to offer any particular fee, offsetting or other economic arrangements to any Client when we offer such arrangements to other Clients except as set forth in the relevant Governing Documents. Where certain types of transactionrelated or portfolio investment-related fees, proceeds or other compensation are received and retained by the Adviser, its affiliates or personnel without any offsetting arrangements or with only partial offsetting arrangements, determining whether the applicable economic benefit received in connection with a portfolio investment is deemed to be of the type that is fully, partially or not offset against management fees requires that the Adviser exercise judgment, which creates a conflict of interest between Clients and the Adviser. Additionally, in such circumstances, the Adviser is incentivized to structure transactions to generate the type of fees, proceeds and other consideration that would be so retained or partially retained by it, its affiliates or its personnel and not be offset, or only be partially offset, against management fees. Collateralized Loan Obligations With respect to Clients structured as collateralized loan obligations (“CLOs”), an Affiliate of the Adviser is generally paid a quarterly management fee of 1% per annum. For any Clients investing directly or indirectly in one or more Clients structured as CLOs, each such Client’s total management fees payable do not exceed the management fee set forth in such Client’s Governing Documents. Compensation Waivers or Reductions Compensation to the Advisers is negotiable and is set forth and described in each Client’s Governing Documents. Certain investors in the Clients have negotiated for and pay reduced performance-based allocations or fees and/or reduced management fees. In addition, certain investors in certain co-investments, as described herein, pay no fees. Certain Clients in liquidation may pay either (i) no fees or compensation or (ii) pay, in advance, a management fee at a reduced rate.

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B.

Payment of Fees.

Management fees, incentive allocations, incentive fees and carried interest are generally deducted directly from Client accounts. If an advisory contract is terminated 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 a Client or underlying investor in accordance with the terms of the Client’s Governing Documents. C.

Additional Expenses and Fees.

As more particularly set forth or described in the Governing Documents of a particular Client and/or the Advisers’ expense-related policies and procedures, a Client will bear some or all of the following fees, costs, liabilities, obligations and expenses: (i)

operating, administrative and other fees, costs, liabilities, obligations and expenses of the Clients that are incurred by, or arise out of, the operation, administration and activities of, or are allocable or otherwise related to, the Clients (including any vehicle created to facilitate the Clients’ investment programs);

(ii)

organizational and offering costs and expenses of the Clients (including, without limitation, all, or a portion, of the costs and expenses incurred in connection with a Client’s formation and qualification and the offering and sale of interests in a Client, including, without limitation, legal, tax, regulatory and accounting fees and expenses, registration and qualification fees and expenses, fees and expenses of distribution, filing fees, printing costs and all costs and expenses incurred in connection with the preparation of offering documents, marketing materials, organizational documents, operating documents and similar materials and the costs of qualifying, preparing, negotiating, reproducing, amending, supplementing, mailing and distributing investor presentations, other offering materials, related documents and agreements (including, without limitation, investor-specific side letters or similar agreements), and agreements with placement agents and any similar agreements, telephone and other communications and transmittal costs, travel and related costs and expenses (including, without limitation, where appropriate as determined by the Advisers, the cost of travel agency fees, cancellation/rebooking fees, using private aircraft or other private air travel (generally at a cost not to exceed the cost of businessclass commercial airfare for such route), other air travel, car or ride sharing services, other modes of transportation, the cost of fuel/tolls, meals, accommodations (including hotel and extended stay lodging) and any cost related to cancellation/change fees associated with such transportation and lodging reservations, events and entertainment) (collectively, “Travel Expenses”), and any fees and expenses related to regulatory compliance (including, without limitation, the initial registrations, filings and other compliance contemplated by Directive 2011/61/EU of the European Parliament and of the Council dated 8 June 2011 on Alternative Investment Fund Managers, as implemented in any relevant jurisdiction, together with Commission Delegated Regulation (EU) No

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231/2013, as well as any similar or supplementary law, rule or regulation, in each case as amended from time to time, including as implemented in the United Kingdom (the “UK”) pursuant to applicable legislation including the UK Alternative Investment Fund Managers Regulations 2013/1773, and retained and amended from time to time (“AIFM Directive”), the Swiss Collective Investment Schemes Act dated June 23 2006, (as amended, “CISA”), the Swiss Financial Services Act dated June 15, 2018 (as amended, “FinSA”), the EU Sustainable Finance Disclosure Regulation, (EU) 2019/2088, the EU Taxonomy Regulation (EU) 2020/852 (as required) or any similar law, rule or regulation, if applicable), and any administrative or other filings, in each case, incurred in connection with the structuring, organization, negotiating, funding and start-up of the Clients) including any fees and expenses payable to any agent or service provider engaged to market in a non-U.S. jurisdiction where the use of such agent or service provider is required to comply with the laws of such jurisdiction (a “Non-U.S. Agent”), but excluding (subject to the foregoing) any fees and expenses payable to any placement agent (other than, for the avoidance of doubt, any Non-U.S. Agent) engaged to facilitate placement of interests or shares in any Client, which shall be borne (directly or indirectly) by the Advisers; (iii)

costs associated with all investments and transactions considered, pursued, evaluated, negotiated, originated, owned, acquired and/or consummated by the Clients, including, without limitation, costs associated with sourcing, negotiating, renegotiating, investigating, researching, diligencing, financing, refinancing, structuring, originating, acquiring, organizing, bidding-on, operating, holding, managing, oversight (including, but not limited to, outsourced activities), hedging, maintaining, margin maintenance and/or collateral posting obligations, restructuring, trading, selling, divesting, valuing, winding up, liquidating, dissolving or otherwise disposing of investments and potential investments (including follow-on investments and protective advances), whether or not consummated, including any broken-deal expenses, or seeking to do any of the foregoing (including third-party research, data, analytics, modeling, structuring, pricing, execution and other third-party information systems, software and service fees (including data feeds, subscriptions, periodicals, databases, reports and similar items));

(iv)

expenses associated with acquiring, holding, financing, constructing, leasing, monitoring, hedging, maintaining and disposing of all investments of the Clients (including, to the extent a Client owns any real estate, asset and property management expenses of third parties, local operators and certain Affiliates as described herein) and all transaction and other costs associated therewith;

(v)

costs (including any subscriptions, licenses and usage and other fees and charges incurred in connection therewith) of developing, implementing, maintaining or using technological and/or computer software systems (including artificial intelligence software and systems) for the benefit of the Clients, the investors and/or portfolio investments (including through a third-party data portal and otherwise).

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(vi)

Travel Expenses, irrespective of the time(s), location(s), or person(s) involved therein, including for employees of Cerberus working on investment-related matters outside of normal business hours (provided that the costs related to such Travel Expenses are reasonable as determined by the Advisers);

(vii)

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Methods of Analysis and Investment Strategies. Set forth below are summaries of the different asset categories and strategies primarily employed by the Advisers. Each Client’s investment portfolio may participate in one or more of such asset categories and strategies as described in such Client’s Governing Documents. Clients’ investment portfolios may differ based on whether they concentrate their investments in a single one of the strategies, all of the strategies or less than all of the strategies. Clients’ investment portfolios may also differ based on geographical focus, liquidity needs and other considerations. The Adviser generally pursues, or has pursued, on behalf of its Clients, investments in the following three categories: (i) Private Equity and Venture Capital, including operational private equity, supply chain investments that aim to advance supply chain security and integrity and strengthen critical infrastructure of the U.S. and its allies, venture investments in companies with a primary focus on the critical technology and infrastructure underpinning and enabling nation states, a frontier and emerging markets investment platform, acquisitions of companies with operational problems or significant cost reduction opportunities, subsidiaries, divisions or business units of companies where the business is viewed as non-core and/or underperforming companies undergoing reorganization under U.S. bankruptcy law or similar laws, and early-stage or later-stages companies that require additional financing to scale and/or grow; (ii) Real Estate, including investments in distressed debt securities and assets, special situations, direct equity, mortgage loans and bridge financings, mezzanine debt and preferred equity and NPLs secured by real estate; and (iii) Global Credit, including corporate stressed credit and distressed debt, corporate middle-market direct lending, and residential and commercial mortgage and consumer credit, securities and assets. Investments within these categories may involve any part of the capital structure of an issuer. Investments may be passive or active (including control) investments in a wide range of industries and countries. At present, no new investments, other than follow-on investments, are being made by certain Clients as the Advisers liquidate the existing investment portfolio of each of these Clients. Private Equity. The Advisers will generally target private equity investments where they can implement an operational approach to private equity by driving portfolio investment value through operational and strategic change. Pursuant to this strategy, the Advisers seek to effectuate control equity investments, joint venture equity investments, minority equity investments, structured equity and structured debt investments, asset purchases, platform investments and similar transactions across a broad array of industries where the Advisers believe there is an opportunity to create value through purchase price, organizational and infrastructure improvement, efficiency and productivity gains and platform creation or asset repositioning. The Advisers will make investments where they have identified opportunities or dynamics which enable them to drive near-term value or that they believe are not appreciated by the market, augmented by opportunities for longer-term strategic growth and value creation. This approach manifests itself in a variety of overlapping ways; however, investments typically derive value through four core value-creation areas: (i) value-oriented and complex acquisitions;

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(ii) organizational and infrastructure development; (iii) efficiency and productivity initiatives; and (iv) platform creation opportunities. Supply Chain. The Advisers may also opportunistically target investments in companies and assets that the Advisers believe can advance supply chain security and integrity, generate growth and return, and strengthen critical infrastructure for the U.S. and its allies. Pursuant to this strategy, the Advisers make investments in assets and issuers of all lifecycle stages, including new and emerging early-stage or start-up investments and venture companies (including companies that are pre-revenue) that are developing to meet supply chain requirements, growthstage companies and more mature, cash-flowing financeable companies, that are well positioned to serve national priorities. Venture Capital. The Advisers will target investments primarily in Series Seed through Series B financing rounds of technology companies with a primary focus on the newly emerging critical infrastructure underpinning and enabling nation states. Such areas of focus may include, without limitation: energy assurance; food security, production and distribution; public health; labor productivity; transportation; automation; financial services; and/or any other underlying technology areas that represent a critical need in advancing and strengthening the infrastructure underpinning and enabling nation states, such as quantum, fusion, cyber security, and AI-based technologies. The Advisers will seek to invest in companies that have, among other characteristics, (i) a credible, motivated management team in place; (ii) financial and valuation discipline; (iii) the necessary technical capabilities; and (iv) a demonstrated market fit. While the Advisers may seek to influence a target company through board seats or other control mechanisms, they will also occasionally make passive investments in companies of interest. Real Estate. The Advisers invest opportunistically in a wide range of real estate investments, primarily falling into five main categories: (i) real estate debt, including debt instruments, RE NPLs, performing and re-performing loans (“RPL”) (as well as the underlying collateral for such loans) and asset-backed securities including mortgage-backed securities (“MBS”); (ii) direct equity, including strategic asset aggregation, controlling equity interests in direct property investments, joint ventures, corporate real estate holdings, private equity and select development opportunities; (iii) targeted opportunistic and special situations, including public or private real estate investment trusts (“REITs”), secondary limited partnership interests, real estate operating companies constrained by management inefficiencies or lack of liquidity, other operating companies with material real estate or real estate-related investments as well as various other customized structured transactions; (iv) residential and commercial mortgage and consumer credit, securities and assets (v) mortgage loans and bridge financings; and (vi) mezzanine debt and preferred equity. It is anticipated that a portion of the investments may be in the form of debt or preferred equity that will be relatively senior in the capital structure and often secured. Global Credit. The Advisers focus on five principal complementary global credit investment strategies: (i) corporate credit and distressed debt; (ii) corporate middle-market direct lending; and (iii) corporate and/or consumer debt and leasing platforms and unsecured debt. The Advisers employ a flexible investment strategy for corporate credit that seeks to capitalize on prevailing market conditions and opportunities in a wide range of potential corporate credit investments. The strategy targets investment opportunities in stressed and distressed corporate credit during

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periods of increased volatility associated with general credit market dislocations or in companies experiencing operational, cyclical, secular, or regulatory challenges. Investment opportunities targeted by the Advisers focus primarily on senior and secured bonds and loans in the high-yield bond and leveraged loan markets but may also include a variety of other debt instruments with varying terms with respect to collateral, relative seniority or subordination, purchase price, convertibility, interest rate, and maturity (e.g., bonds, debentures and notes, trust certificates and commercial paper and trade claims). Debt investments may be coupled with equity investments or “kickers,” and the Advisers may also invest in public and/or privately traded stand-alone equity and equity-related securities of stressed or distressed companies, including preferred stock, convertible preferred stock, common stock, and warrants. The Advisers target primarily secondary market opportunities, which may include publicly traded bonds or other debt. In addition, the Advisers may also originate loans in stressed or distressed situations and may participate in new issues of high yield bonds or syndicated leveraged loans. The Advisers, on behalf of certain Clients, invest in NPLs, pools of NPLs and the underlying collateral for such loans. In connection with the NPL investment strategy, the Advisers may also invest in other assets, including, without limitation, performing loans, structured products, real estate owned (“REO”) and other real estate-related assets, and other assets purchased from financial institutions and distressed sellers (including those looking to de-lever their balance sheets or divest of non-core assets). The NPL investment strategy may also involve investments in the public or private debt and equity of operating companies (e.g., loan servicers that specialize in the management, collection and recovery of distressed assets, operating partners or banks, or asset management companies) that the Advisers believe would be beneficial and/or accretive to the NPL investment program, including without limitation, if such investments may produce additional deal flow, servicing alternatives and/or other market expertise in respect of investments that certain Clients may make (e.g., data on borrowers and geographic trends). The Advisers may also invest in banks and other financial institutions and operating companies that have loan books, including, without limitation, in an effort to acquire the underlying assets owned by such company or for other reasons related to the investment strategy. The loans targeted will have varying terms with respect to collateral, relative seniority or subordination, purchase price, convertibility, interest requirements and maturity. Such loan books may consist of a large and diverse spectrum of loans, including small-to-medium enterprise and other corporate loans, real estate secured loans (including residential, commercial and multi-family loans), loans secured by assets other than real estate (e.g., ships), unsecured loans and consumer loans. In addition, the Advisers make investments on behalf of Clients in debt of underlying issuers that are, or face the prospect of becoming, financially distressed, are or may become subject to a reorganization or insolvency proceeding, such as, but not limited to, a bankruptcy proceeding, or are or may become engaged in other extraordinary transactions, such as debt restructuring, reorganization and liquidation outside of bankruptcy. The Advisers may also invest in debt that they believe is undervalued because of operational inefficiencies or market dislocations, even when the market generally does not view such debt, or its issuer, as distressed. Furthermore, the Advisers make investments on behalf of Clients in debt and equity securities of MBS (including, without limitation, MBS backed by residential mortgage loans, home equity

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The Advisers provide investment management services and advice to the Clients (including CLOs, single investment SPVs and managed accounts) and certain Co-Investors. The offering documents of each Client may set minimum amounts for investment by prospective investors in such Clients. These minimum amounts may be waived by the Adviser or an Affiliate.

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The Affiliates receive performance-based compensation in the form of an incentive allocation, an incentive fee and/or other performance-based distributions with respect to Clients. Certain Clients that are in liquidation and/or are not making new investments (other than follow-on investments) are either charged no compensation or are only charged a management fee (as described in Item 5). Many of the Clients have investment programs that are the same as, similar to or overlap with each other, and such Clients may, therefore, participate with each other in investments. In the allocation of investment opportunities, performance-based fee/allocation arrangements could create an incentive to favor Clients that have greater performance fee/allocation arrangements over other Clients that have lower or no performance fee/allocation arrangements. Investment decisions and allocations are made in accordance with the Advisers’ Investment Allocation Policy (the “Investment Allocation Policy”), as such Investment Allocation Policy is in effect at the time of such decision or allocation and as may be amended from time to time. The Investment Allocation Policy is designed to ensure that all Clients are treated fairly and equitably to prevent this form of potential conflict from influencing the allocation of investment opportunities among them.

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Broker-Dealer Registration Status.

The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B.

Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Advisor Registration Status.

The Adviser is not registered as, and does not have any application to register as, a FCM, Commodity Pool Operator (“CPO”), Commodity Trading Advisor (“CTA”) or an associated person of the foregoing entities. On December 19, 2025, the CFTC issued NAL 25-50, which provides interim relief from registration as a CPO for investment advisers registered with the SEC that operate privately offered commodity pools whose participants are limited to qualified eligible persons (“QEPs”) subject to certain conditions. At the time NAL 25-50 was issued four affiliates of the Adviser, Partridge Hill Overseas Management, LLC, Cerberus Capital Management II, L.P., Cerberus Institutional Management II, LLC and Cerberus Real Estate Capital Management, LLC, were registered as CPOs with the CFTC and members of the National Futures Association (“NFA”). On February 4, 2026, Cerberus submitted Form 7W to the CFTC to withdraw from CPO and CTA registration, for applicable Clients, and will no longer pursue CPO or CTA registration in accordance with the terms of NAL 25-50. C.

Material Relationships or Arrangements with Industry Participants and Affiliated Advisers.

Cerberus Business Finance, LLC, a relying adviser (and together with other Affiliates including certain Clients involved in the Adviser’s direct lending business, “CBF”), was formed to, among other things, act as a loan asset agent on behalf of one or more of the Clients in connection with the issuance of CLOs. In March 2017, CBF was converted into a series limited liability company in order to serve as the sponsor of certain CLOs, and raise the necessary risk retention capital from qualified employees of the Advisers, in satisfaction of the requirements of the credit risk retention rules, promulgated as part of the Dodd-Frank Act, relevant to CBF-issued CLOs through January 2023. CLOs issued after January 2023 are sponsored by the applicable Client issuing such CLO. Certain Clients involved in the direct lending business originate secured debt obligations and invest in secured debt obligations (including loans, participation in loans and other debt instruments or obligations) that have been originated by CBF or unaffiliated third parties and/or that are traded on the secondary market. CBF’s lending activities include the origination, acquisition, management, and servicing of secured loans. Such Clients are expected to provide secured financing primarily to leveraged middle-market companies in the form of secured

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loans (both asset-based and cash flow loans) for working capital, refinancing, acquisitions, bridge capital, restructuring, recapitalization, exit financings and DIP financing. Certain Clients are non-originating vehicles that purchase loans from the Clients that are originating vehicles or from unaffiliated third parties and/or are traded on the secondary market. Several Affiliates currently serve as management companies to the Clients and provide certain administrative and managerial services to the Clients. In addition to affiliated general partners, Advisers and management companies, the Adviser retains and provides compensation to several affiliated Advisers, including, but not limited to, the following: •

Cerberus Asia Pacific Advisors Limited, a Hong Kong-based affiliate;

•

Cerberus Asia Pacific Advisors II Limited, a Hong Kong-based affiliate, which is licensed with the Securities and Futures Commission of Hong Kong;

•

Cerberus Australia Advisors Pty Ltd, a Sydney-based affiliate;

•

Cerberus Capital Luxembourg S.à.r.l., a Luxembourg-based affiliate which is authorized by the Commission de Surveillance du Secteur Financier;

•

Cerberus Capital Services Private Limited, a Mumbai-based affiliate;

•

Cerberus Deutschland Beteiligungsberatung GmbH, a Frankfurt-based affiliate;

•

Cerberus European Capital Advisors, LLP, a London-based affiliate which is authorized and regulated by the UK Financial Conduct Authority;

•

Cerberus Global Investment Advisors, LLC, an affiliate with offices in New York and Baarn;

•

Cerberus Gulf Management Company LLC, a Riyadh-based affiliate;

•

Cerberus Iberia Advisors, S.L., a Madrid-based affiliate;

•

Cerberus Japan K.K., a Tokyo-based affiliate;

•

Cerberus Middle East Management Limited, a Dubai-based affiliate;

•

Cerberus (Singapore) Pte Ltd, a Singapore-based affiliate which is registered with the Monetary Authority of Singapore;

•

Schulze Global Mongolia LLC, an Ulaanbaatar-based affiliate; and

•

SGI Georgia LLC, a Tbilisi-based affiliate.

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Certain affiliated Advisers provide advice on Asian, European, South American, Australian and other non-U.S. investment opportunities. Since 2000, the Adviser has maintained offices (“EU Offices”) in the EU, including in the Netherlands, Luxembourg and Ireland, and certain other foreign jurisdictions (whether or not based in the EU) which are integral to Cerberus’ non-U.S. investment platform. The employees and personnel of the EU Offices include local resident directors (“EU Directors”) who make investment and disposition decisions in conjunction with the New York office with respect to a significant portion of Cerberus’ non-U.S. investments. The EU Directors generally receive the same information provided to the Adviser’s investment committees in New York, and their approval is required for acquisitions, dispositions and restructuring transactions for a significant portion of the Clients’ non-U.S. investments. The EU Directors regularly conduct meetings and review background materials on potential investments, including descriptions of potential transactions and draft transaction documents. The EU Directors also approve annual business plans, significant contracts and financing and refinancing transactions relating to such non-U.S. investments, alongside the execution of their customary duties. Further, the EU Directors regularly consult with the Adviser’s advisory offices on the performance of and ongoing strategy with respect to a significant portion of the Clients’ non-U.S. investments. In addition, with respect to certain European investments, the approval of the relevant EU Directors is generally required in close coordination with the EU Offices. To the extent that Clients originate or acquire non-U.S. investments, they may be structured through the EU Companies, and it is expected that the EU Offices will be involved in future investments, for legal, regulatory and tax reasons. In relation to the Adviser’s on-going support of its investment platform, the Adviser has established as an EU Office, Cerberus Capital Luxembourg S.à.r.l. (“Cerberus Lux”), a Luxembourg affiliate, which has been authorized by the Luxembourg Commission de Surveillance du Secteur Financier (the “CCSF”) as an alternative investment fund manager (an “AIFM”) within the meaning of the AIFM Directive and its accompanying rules (collectively, the “AIFMD Rules”). Cerberus Lux, in relation to its appointment as AIFM for EU Companies in the form of alternative investment funds established in the EEA pursuant to the AIFMD Rules (each, an “AIF” and collectively “AIFs”), must provide in Luxembourg a range of different mandatory regulated services in relation to the operation of that alternative investment fund including, among others, portfolio management, risk management, fund accounting, independent valuation of assets, monitoring investment restrictions, regulatory reporting and product governance processes as well as having separate oversight functions in relation to its provision of those regulated services (collectively, the “AIFM Services”). Cerberus Lux may provide such AIFM Services directly or may delegate certain of those services to others, including affiliates, and/or will engage personnel and other service providers (including affiliates) but will be responsible for oversight as required by the AIFMD Rules. The costs and expenses associated with the provision of AIFM Services by Cerberus Lux are referred to as “AIFM Service Expenses.” In addition, Cerberus Lux personnel may also provide services similar to the services provided by the EU Directors in respect of EU Companies not in the form of AIFs and the associated costs referred to as EU Company Expenses as described further below. Cerberus Lux will also provide fund management, investment and marketing

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support to the Adviser and its Affiliates (“Adviser Services”), the costs of which will be borne by the Adviser (“Adviser Service Expenses”). The costs and expenses included as part of the AIFM Service Expenses include: (i) associated personnel costs, such as salaries (which include performance or incentive-based compensation, such as bonuses, profits interests or other arrangements), benefits, payroll taxes, consulting fees, holiday and vacation time, office meals, sick leave, time spent in training, continuing education, recruiting expenses, or other administrative tasks and all other associated compensation and personnel costs, including the costs of such personnel that provide administrative or other support services to Cerberus Lux; (ii) associated overhead, including, without limitation, all occupancy costs such as office rent, property taxes, insurance, information technology and computer equipment and infrastructure, utilities, HVAC, water, cleaning, security, office maintenance, office supplies, furniture and hardware, and all other occupancy, oversight, support and administrative costs and expenses incurred in connection with the functions and services provided by Cerberus Lux personnel; (iii) the cost of accounting, software and other systems and personnel used to record and allocate the time and expenses associated with such functions and services provided by Cerberus Lux; (iv) Travel Expenses; and (v) all out-of-pocket costs incurred by Cerberus Lux in connection with the provision of such functions and services by Cerberus Lux personnel, including, without limitation, professional fees, software subscriptions and bank or other administrative charges. The costs and expenses of the EU Directors and the EU Companies generally are borne by the Clients utilizing them, and will not offset management fees. The costs and expenses related to the EU Companies (the “EU Company Expenses”) that are borne by the Clients, include all costs and expenses associated with the formation, organization, structure, directorships, administration, operation, accounting and reporting with respect to the EU Companies and their investments, and include, among other things, the costs of all of the Advisers’ employees and personnel working in, or providing services in relation to, any EU Office in respect of their time devoted to the formation, organization, structure, administration, operation, accounting, reporting and directorships of the EU Companies and their investments including, for the avoidance of any doubt, and without limitation: (i) associated personnel costs, such as salaries (which include performance or incentive-based compensation such as bonuses, profit interests or other arrangements), benefits, payroll taxes, consulting fees, holiday and vacation time, office meals, sick leave, training, continuing education, recruiting expenses, or other administrative tasks and all other associated compensation and personnel costs; (ii) associated overhead, including, without limitation, all occupancy costs such as rent, property taxes, insurance, IT infrastructure, utilities, HVAC, water, cleaning, security, routine office maintenance, office supplies, computer equipment, furniture and hardware, and all other occupancy and administrative expenses incurred in connection with the services provided by the EU Offices personnel; (iii) Travel Expenses; and (iv) out-of-pocket costs incurred by the EU Companies or EU Offices in connection with the provision of such services by the EU Office personnel including, without limitation, professional fees, software, subscriptions, and bank or other administrative charges). The costs of EU Company Expenses (including AIFM Service Expenses) which are charged to the Clients are calculated pursuant to local transfer pricing requirements, with any amount applied above those costs being determined by the Adviser, in its good faith, based on advice of legal, tax and other advisors. The Adviser will

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The Advisers have implemented a personal securities trading policy, which is incorporated by reference to the Advisers’ Code of Ethics and Business Conduct (the “Code of Ethics”), that prohibits employees and certain other persons who provide services to the Advisers from engaging in transactions with respect to the securities of any issuer, public or private, subject to certain limited exceptions. One of the exceptions to the prohibition on personal trading is the trading of certain types of securities (generally, governmental securities, money market instruments, money market funds, open-end mutual funds, exchange-traded funds and unit investment trusts) where employees and other personnel do not have any opportunity to benefit from any of the private, proprietary or confidential information of the Advisers or the Clients. In addition, employees and other personnel as well as the Private Feinberg Entities may participate in private investments and make certain other investments upon advance written notice to and written approval from, the Adviser’s Compliance Department (“Compliance”). Consistent with the foregoing policies, it is possible that, in a limited number of circumstances, employees of the Advisers and other personnel who provide services to the Advisers will purchase or sell securities or other instruments of the type or kind of securities or other instruments also purchased and sold for Clients (or issued by borrowers to whom the Clients have extended credit) and/or which the Clients may otherwise hold from time to time. The Advisers are committed to the highest standards of ethical conduct. In furtherance thereof, the Advisers’ Code of Ethics designates a Conflicts and Regulatory Management Committee charged with, among other things, oversight of the administration of the Code of Ethics. The Code of Ethics specifies and prohibits certain types of transactions deemed to create actual conflicts of interest, the potential for conflicts or the appearance of conflicts, and establishes general guidelines for the conduct of the Advisers’ personnel as well as clearance and/or reporting requirements and enforcement procedures. In recognition of the trust and confidence placed in the Advisers by the investors in the Clients, and to give effect to the Advisers’ belief that their operations should be directed to the benefit of the Clients, the Advisers have adopted the following general principles to guide the actions of their employees: (i)

The interests of the Clients are paramount. All employees must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the Clients before their own.

(ii)

All permitted personal transactions in securities by employees must be accomplished so as to avoid the appearance of a conflict of interest on the part of such personnel with the interests of the Clients.

(iii)

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that otherwise improperly bring into question the person’s independence or judgment. (iv)

All employees must report any violation(s) of the Code of Ethics or inappropriate conduct to Compliance.

(v)

All employees must comply with all applicable laws, rules and regulations, including U.S. and foreign securities laws.

The Advisers require that all Adviser personnel avoid any relationship or activity that might impair, or even appear to impair, such individual’s ability to make objective and fair decisions when performing job functions. Employees may spend time on pre-approved outside business activities. It is in the sole discretion of the Adviser the amount of time permissible to spend on an outside business activity. However, no employee should devote significant time to outside business activities to the point that it interferes with or adversely affects the performance of their duties to the Clients and/or the Advisers. The Code of Ethics prohibits Adviser personnel from using Adviser property or proprietary and/or non-public information, whether considered material or not, obtained from any third-party, or gathered through any work-related activity for any use other than the specific purpose for which it was given, obtained or otherwise contractually allowed, and should not be misused in any way for the benefit of the Advisers, the Clients, or for personal gain (e.g., in the use of any prediction market or similar context) without the express written consent of Compliance. The Code of Ethics further requires that employees disclose any situation, including situations pertaining to the employee’s family members, which reasonably could be expected to give rise to a conflict of interest. The Code of Ethics also contains general prohibitions against fraud, deceit and manipulation, as well as additional restrictions and requirements regarding gifts, entertainment and outside activities. The Advisers have adopted a Securities Compliance Policy. The Securities Compliance Policy sets forth, among other things, policies and procedures regarding material nonpublic information and proprietary Adviser information, and employee accounts and trading. The policies and procedures contained in the Securities Compliance Policy are designed to: (i) provide for the proper handling of both material nonpublic information about companies or other issuers and proprietary information of the Advisers; (ii) prevent violations of laws and regulations prohibiting the misuse of material nonpublic information about companies or other issuers and/or proprietary information of the Advisers; and (iii) avoid situations that might create an appearance that material nonpublic information about companies or other issuers or proprietary information of the Advisers has been misused. In furtherance thereof, the Securities Compliance Policy prohibits employees from misusing material nonpublic information and/or nonpublic proprietary information, and sets forth general and specific procedures to restrict the flow of material nonpublic information from employees performing investment, transactional, lending, finance, private research and/or private analysis activities of the Advisers to employees responsible for or involved in the securities trading activities of the Advisers. Notwithstanding the internal screening procedures set forth in the Securities Compliance Policy, there may be certain instances where the Advisers, its employees (or their family members) receive material nonpublic information due to their various activities on behalf of the Clients, or otherwise, and are restricted from purchasing or selling securities or other

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instruments for the Clients. The Advisers seek to minimize those cases whenever possible, consistent with applicable law and the Securities Compliance Policy, but there can be no assurance that such efforts will be successful and that such restrictions will not occur. The Securities Compliance Policy is incorporated by reference in the Code of Ethics. The Adviser will provide a copy of the Code of Ethics to any Client or investor in a Private Fund or prospective client or investor in a Private Fund upon request. The Adviser reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with the Adviser on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential to materially affect the investments available to the Clients or the expenses borne thereby. Adviser personnel are required to certify their compliance with the Code of Ethics, including the Securities Compliance Policy, on an annual basis. B.

Securities That the Adviser or a Related Person Has a Material Financial Interest.

A Client may make a loan to, purchase a security or other instrument or asset (including participations in loans or other investments) from, sell a security, instrument or other asset (including participations in loans or other investments) to, or otherwise engage in cross trades with, another Client or enter into other transactions and arrangements with the Advisers affiliates that may be viewed as a related-party or principal transaction. The Adviser may be required to, or may from time to time, in its sole discretion, seek an approval or waiver from such Client’s advisory board, with respect to any principal transactions or related-party transactions or matters that the Adviser believes may present a conflict of interest. In connection with any approval or waiver sought of a Client’s advisory board for any such transactions, the approval or waiver may occur prior to or contemporaneous with, or by means of ratification subsequent to, the consummation of such transaction. Any such decision by a Client’s advisory board will be binding on all investors in such Client. Notwithstanding the foregoing, and subject to a Client’s Governing Documents, which may contain additional requirements, limitations and restrictions, such advisory board approval is generally not required with respect to any loan to, purchase of a security or other instrument or asset from, or sale of a security or other instrument or asset to an Affiliate or another Client if such transaction: (a) is (i) between a Client and any parallel fund, SPV, securitization vehicle, pooled investment vehicle or other alternative investment vehicle or (ii) with respect to any balancing transaction with a parallel fund (provided, in each case, that the Adviser believes in good faith that such transaction does not present a conflict of interest); (b) is an allocation adjustment effected at cost plus a use of funds charge made in accordance with the Investment Allocation Policy (including, for example, a final allocation of an investment made within 45 days of the date of origination or acquisition); (c) is made for tax or regulatory purposes; (d) is a sale of a portion of a portfolio investment that is part of a syndication to, and/or co-investment by, a Client or a Co-Investor in a portfolio investment (which co-investment may be structured in the form of a participation), which sale occurs within 90 days of the date the Client made such portfolio investment; (e) any balancing transaction between Clients of the Adviser with respect to portfolio investments jointly owned by such Clients as set forth in the applicable Governing Documents or (f) is a transaction whereby the Client sells a portfolio investment to,

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Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions.

The Adviser or one or more of its Affiliates has complete discretion, without obtaining specific client consent, to: (i) buy or sell securities; (ii) determine the amount of the securities 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 Advisers generally effect transactions with brokers that (with respect to U.S. securities) are registered with the SEC and are members of the Financial Industry Regulatory Authority. The Advisers select brokers on the basis of their ability to provide best execution. The determinative factor is not always the lowest possible per security price or commission, but whether the transaction represents the best qualitative and quantitative execution for the Client. The Advisers consider the full range of a broker’s services in assessing best execution and could not pay the lowest commission rates available. When selecting brokers, the Advisers take into consideration several factors, including (without limitation): commission rates, reliability, financial responsibility, strength of the broker-dealer and the ability of the broker to efficiently execute transactions, the broker’s facilities, and the broker’s provision or payment of the costs of research and other services or property that are of benefit to the Adviser. Investors in the Clients may include investors affiliated with brokers or, possibly, brokerage firms themselves. The fact that any such investor has invested in a Client will not be taken into consideration in selecting brokers (including prime brokers). 1.

Research and Other Soft Dollar Benefits.

The Advisers generally do not enter into formal soft dollar arrangements with broker-dealers. The Advisers in the ordinary course could receive unsolicited research products and brokerage services from full-service broker-dealers as part of their full range of services. Such unsolicited materials could benefit Clients and therefore could be considered as soft dollars. In the event that the Advisers enter into any formal soft dollar arrangements, they will do so within the “safe harbor” of Section 28(e) of the Securities Exchange Act of 1934. The provision by a broker of research and/or other services to the Adviser can create an incentive for the Advisers to select such broker since the Advisers would not have to pay for such research and/or other services as opposed to solely seeking the most favorable execution for a Client. Any research and/or services provided by a broker may benefit a Client, but such benefits may not be proportionate to commission dollars related to the provision of such research and/or services. 2.

Brokerage for Client Referrals.

As discussed above, subject to best execution, the Advisers may consider, among other things, capital introduction, marketing assistance, information technology services, operations and

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operating equipment and other services or items in selecting broker-dealers for Client transactions. The Advisers do not receive Client or investor referrals in exchange for brokerage business. 3.

Directed Brokerage.

The Adviser does not recommend, request or require that a Client direct the Adviser to execute transactions through a specified broker-dealer. Clients are not permitted to direct brokerage activities. B.

Aggregated Orders for Various Client Accounts.

If the Adviser determines that the purchase or sale of the same security is appropriate for more than one Client, the Adviser could, but is not obligated to, aggregate orders in order to reduce transaction costs to the extent permitted by applicable law. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Client will receive the average price, with transaction costs allocated pro rata based on the size of each Client’s participation in the order as determined by the Adviser. In the event of a partial fill, allocations generally will be made on a pro rata basis on the initial order but may be modified on a basis the Adviser deems appropriate, including, for example, in order to avoid odd lots or de minimis allocations. This could result in allocations of certain investments on an other than pro rata basis. C.

Trade Errors.

The Adviser has adopted a trade error policy to facilitate the prompt and appropriate resolution of trade errors. Trade errors may occur as a result of mistakes made on the part of an executing broker, or mistakes on the part of Adviser personnel, including, but not limited to, portfolio managers, traders and/or operations staff. Trade errors may include, for example, keystroke errors that occur when entering transactions into electronic trading systems, failures of oral or other communications between and among the Advisers’ investment staff, trading staff and operations staff, or between the Advisers’ personnel and third parties, such as executing brokers, with whom the Adviser conducts trading activities, or typographical, calculation or drafting errors related to purchase contracts or similar agreements. The Adviser strives to correct all trade errors prior to the settlement of any transaction, and to minimize gains and losses resulting from trade errors. Trade errors caused by third parties, such as executing brokers, are the responsibility of the third-party and the Adviser endeavors to have the affected Clients reimbursed for such trade errors by such third parties. Such reimbursements generally are in accordance with the agreements in effect from time to time between the Adviser and such third parties, such third parties’ customer policies and procedures and governing law. The Adviser does not absorb and is not otherwise responsible for losses resulting from trade errors caused by third parties and the Adviser does not utilize soft dollar arrangements in resolving trade errors. To the extent that a trade error may occur on the part of the Advisers’ personnel, it almost always would occur as part of the business of the Advisers in effecting transactions for Clients in the ordinary course of their businesses. Thus, to the extent of any trade errors with respect -171-

to a Client, (i) all gains in such Client’s account resulting from such trade errors will remain in such Client’s account for the benefit of such Client and (ii) in accordance with the exculpation and indemnification provisions between such Client and the Advisers, all losses resulting from such trade errors (that are not reimbursed by third parties, such as executing brokers) will be borne by such Client, and not the Advisers, unless (a) such trade error was caused by the Advisers or their personnel acting (or failing to act) in violation of the standards of care applicable to the exculpation and indemnification protections afforded to the Advisers in any applicable Governing Documents or agreements with respect to Clients or (b) reimbursement by the Advisers to such Client is otherwise required by applicable law. The Adviser generally will not notify investors in any Client that a trade error has occurred unless a determination has been made that the trade error has or will have a material adverse impact on the investors and/or a Client. The Adviser maintains a record of trade errors which includes, among other things, the date that the trade error occurred, a description of the persons and entities involved in and the circumstances surrounding the trade error, and the means by which the trade error was addressed and/or resolved. Such record is maintained in accordance with the Adviser’s recordkeeping policies. D.

Allocation Errors.

The Advisers seek to confirm that proper allocations are made across the Clients for all investment opportunities. However, should an error be made with respect to the allocation of a particular investment opportunity, the Advisers will seek to correct such error as promptly as reasonably practical and in a manner that the Advisers determine is most fair and equitable to the affected Clients, and consistent with the Advisers’ policies and procedures.

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Economic Benefits for Providing Services to Clients.

Other than described herein, including the receipt of potential fees for services Cerberus Technology Solutions provides to third parties (as discussed under “Affiliated Service Providers” and “Ancillary Fees; Management Fee Offsets” in Item 10), the Adviser does not receive economic benefits from non-Clients for providing investment advice and other advisory services. B.

Compensation to Non-Supervised Persons for Client Referrals.

Neither the Adviser nor any related person directly or indirectly compensates any person for Client referrals. The Adviser has engaged placement agents to solicit certain types of prospective investors for investments in the Private Funds. The Adviser may in the future enter into additional 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 Adviser’s expense.

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

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Frequency and Nature of Review of Client Accounts or Financial Plans.

The Adviser performs various daily, monthly, quarterly and other periodic reviews of the Clients’ portfolios. Daily reviews include account liquidity monitoring by the Adviser’s Operations Personnel, as well as trade reviews by Operations and Compliance personnel. Monthly reviews include portfolio valuation, price validations and account concentration monitoring by the Adviser’s Operations personnel. Quarterly reviews include portfolio valuation reviews by the Adviser’s Valuation Committee. B.

Factors Prompting Review of Client Accounts Other Than a Periodic Review.

A review of a Client account may be triggered by any suspicious or unusual activity or special circumstances. C.

Content and Frequency of Account Reports to Clients.

Investors in the Private Funds and managed account Clients receive from the Advisers, typically in an electronic format, unaudited quarterly reports providing summary financial and other information on their Private Fund or account. The Advisers may provide certain investors with information on a more frequent and detailed basis if agreed to by the Advisers. In addition, the Advisers provide to investors of the Private Funds, typically in an electronic format, audited financial statements concerning their respective Private Fund and tax information necessary for the completion of such investor’s tax return within 120 days after the end of the Private Fund’s fiscal year. Investors are also provided with performance and other detailed information so that each investor can monitor its investment in the Clients. The Advisers welcome inquiries from investors in the event any investor desires information not contained in the Advisers’ Form ADV Part 1, Form ADV Part 2 or other relevant offering material or Client reports. The Advisers will endeavor to answer all reasonable and appropriate questions in a timely fashion, while maintaining the confidentiality of sensitive, nonpublic and proprietary information related to the operations and investments of the Advisers and the Clients. The Advisers do not publish investor questions and answers and generally do not otherwise disseminate such answers to all investors of the relevant Client. In addition, with respect to certain Clients, the Advisers will hold an annual or semi-annual meeting for their respective investors.

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The Adviser is deemed to have “custody” (within the meaning of Advisers Act Rule 206(4)-2 (the “Custody Rule”)) of the underlying funds or securities held in the name of certain of the Clients. To comply with the Custody Rule, funds and securities of such Clients are held with unaffiliated, qualified, third-party custodians. Subject to certain exceptions set forth in the Custody Rule and related guidance, the assets of such Clients are generally subject to a yearend audit by an independent public accounting firm that is registered with and subject to regular inspection by, the Public Company Accounting Oversight Board. The annual audited financial statements are then distributed to investors in such Clients no later than 120 days after a Client’s fiscal year-end. Investors should review these audited financial statements carefully. Where the Adviser could be deemed to have custody over assets in separately managed account Clients, the Adviser requests that a qualified custodian holds and maintains client assets and sends account statements to such investors at least quarterly. We urge investors to carefully review these statements and compare them to the account statements provided by the Adviser. Please contact us promptly if you do not receive such statements. CBF is the loan origination platform of the Adviser. Loans originated by CBF are funded by certain Clients and occasionally, non-affiliated third parties. CBF currently utilizes Cerberus Business Finance Agency, LLC (“CBFA”), an affiliate of the Adviser, to serve as loan agent. CBFA has established a bank account (the “Agency Account”) to facilitate the movement of cash to and from the loan syndicate participants and the borrowers. The Agency Account is held in CBFA’s name for the benefit of the loan syndicate participants. The funds received from or owing to the Client and non-affiliated third parties are comingled within the Agency Account. Given CBFA’s authority, in its capacity as loan agent, to direct the movement of cash out of the Agency Account for the purpose of distributing loan proceeds, the Adviser takes steps to ensure that the conditions of the applicable SEC staff no-action relief (dated December 12, 2018) from Rule 206(4)-2 are being satisfied with respect to the Client funds held in the Agency Account.

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The Adviser or an Affiliate has been appointed as the adviser, management company, manager or general partner of the Clients with discretionary trading and investment authorization. The Adviser or an Affiliate has full discretionary authority with respect to investment decisions, and its advice with respect to the Clients is made in accordance with the investment objectives and guidelines as set forth in such Client’s Governing Documents. The Adviser or an Affiliate assumes discretionary authority to manage the Clients through the execution of the Governing Documents.

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Rule 206(4)-6 of the Advisers Act requires registered investment advisers that exercise voting authority over client securities to implement proxy voting policies. In compliance with such rules, the Advisers have adopted proxy voting policies and procedures that are designed to ensure that the Advisers vote proxies, or elect not to vote proxies, in the best interests of their Clients. Where an actual conflict has been identified, Legal and Compliance will take necessary and appropriate steps to ensure that the Advisers vote the proxy consistent with the best interests of the Clients and in a manner not affected by the conflict of interest. A copy of the Advisers’ proxy voting policy and/or information about how the Advisers vote client proxies is available upon written request.

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

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