Colbeck Capital Management

A. Colbeck Capital Management, LLC is a Delaware limited liability company that was formed in December 2009. The Firm currently serves as an investment adviser to pooled investment vehicles exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), pursuant to Section 3(c)(7) of the Investment Company Act. In addition, the Firm may also provide similar advisory services to, without limitation, separately managed accounts, proprietary accounts and other investment vehicles in the future. The Firm’s principal owner is Colbeck Manager Holdco, LLC, (“Colbeck Manager Holdco”). Mr. Jason Beckman, Mr. Jason Colodne and Mr. Morris Beyda (the “Principals”) are the principal owners of Colbeck Manager Holdco. B. Colbeck is a loan origination platform whose objective is to make or participate in strategic debt investments that are targeted to private borrowers and seek to optimize risk-adjusted returns. Colbeck provides discretionary investment advisory services to certain separately managed accounts (“SMAs”) for institutional investors and pooled investment vehicles typically as part of a “master-feeder” portfolio structure by which a number of the vehicles (the “Feeder Funds”) invest all of their investable assets in a central investment vehicle (a “Master Fund” and together with the Feeder Funds each a “Fund” and together with the SMAs, each a “Client” or collectively, the “Funds” or “Clients”). C. The Firm manages the Clients in accordance with the investment objectives and limitations set forth in each Client’s respective private offering memorandum and limited partnership agreement, as applicable (“Offering Documents”), and the investment management agreement between the Firm and each Client. The descriptions set forth in this Brochure of the advisory services that Colbeck offers to the Clients, investment strategies pursued and investments made by Colbeck on behalf of the Clients, should not be understood to limit the Firm’s investment activities. Subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents, the Firm may, in its full discretion, offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Colbeck considers appropriate. Colbeck generally manages the Clients as part of fund structures (as referenced above) but also considers the investment objectives of each Client individually. The Firm does not tailor advisory services to the individual or particular needs of the investors in the Feeder Funds. Information about the Feeder Funds, including their investment objectives and strategies, is set forth in their respective Offering Documents. D. The Firm does not participate in wrap fee programs. E. As of December 31, 2025, Colbeck managed approximately $1,711,482,585 in assets on a discretionary basis and $0 in assets on a non-discretionary basis.

A. Detailed information regarding the fees that are charged to each Client is provided in the relevant Client’s Offering Documents. Generally, the Firm is entitled to a management fee as compensation for its advisory services. The Firm is also generally entitled to receive a performance-based fee in the form of a “performance allocation” based on realized and unrealized gains in the form of. “carried interest” or an “incentive fee” (the carried interest, performance allocation and incentive fee are collectively referred to as “Performance-Based Fees”) depending upon the Fund, which is calculated based on a percentage of realized or unrealized gains generated by the Funds, less expenses and any amounts the Funds consider prudent to meet future expenses, investment commitments, obligations and liabilities after investors have earned a preferred rate of return. More information about the performance-based fees received by the Firm is provided in Item 6. B. The Firm deducts a management fee as a percentage from Client accounts quarterly, in advance or in arrears, depending upon the Client. Consistent with the applicable Offering Documents, the management fee for certain Funds accrues on a daily basis commencing as of the initial closing and is calculated assuming the total capital commitments of all investors were committed as of the initial closing. Alternatively, for certain other Funds, the management fee is calculated based on invested capital. C. A description of the types of fees or expenses the Clients may pay is set forth in detail in the Offering Documents or investment management agreement. The Clients generally bear all costs and expenses relating to each Client’s operations, including, but not limited to: (i) internal legal, administrative, tax and/or accounting expenses and related costs which includes allocable compensation of the Firm’s employees who provide such services to the Clients; (ii) indemnification and insurance expenses and the costs and expenses of any litigation involving the Funds and the amount of any judgments or settlements paid in connection therewith including, without limitation, directors and officers (D&O) insurance, errors and omissions (E&O) insurance and cyber liability insurance; (iii) the Management Fee; (iv) interest on and fees and expenses arising out of all permitted borrowings made by the Funds including subscription facilities, revolving credit facilities, delayed draw term loans, letters of credit, and other credit instruments; (v) offering and sale of interests to prospective investors including without limitation, travel, legal capital raising, accounting and administrative expenses associated therewith; (vi) all costs and expenses relating to sourcing, purchasing, structuring, monitoring, holding, disposing of, financing, hedging, developing, negotiating and structuring investments, including costs of warehousing, co-investment and parallel/feeder vehicle structuring, costs advisers, legal, accounting (internal or external, as appropriate in the Firm’s discretion), costs and expenses in connection with loan servicing and loan administration, expenses incurred in collection of monies owed to the Funds and costs of appraisal services, which, for the avoidance of doubt, includes any broken deal costs for those Clients who pay the Management Fee on the basis of invested capital; (vii) operational improvement initiatives relating to portfolio companies; (viii) all expenses related to organizing, maintaining, operating, restructuring, winding up, liquidating and/or dissolving entities through or in which investments may be made (including any general partner of such entities); (ix) transaction fees in connection with portfolio investments, including origination, syndication or arrangement fees, which may offset the Management Fee on a pro rata basis for the relevant Client; (x) placement agent fees which will in certain instances be offset against the Management Fee (such offset excludes fees paid to local intermediaries or distributors); (xi) Client regulatory and compliance costs and expenses including, without limitation, FATCA, Common Reporting Standards (CRS), partnership audit costs under the Bipartisan Budget Act (BBA), anti-money laundering (AML) and Know Your Customer (KYC) compliance, and sanctions screening also including Form PF but excluding Form ADV; (xii) any costs incurred in connection with environmental, social, governance or other investment considerations; (xiii) any taxes, fees or other governmental charges levied or assessed against, or collected from, the Funds and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds (xiv) any costs and expenses associated with anti-money laundering regulation compliance and the cost of any anti-money laundering and related officers required by applicable law; (xv) costs and expenses of meetings of or reporting to Fund investors, including any advisory board to a fund and the related expenses thereto (room and board, dining, events etc.); (xvi) the costs, expenses and liabilities

of any special purpose vehicles or holding entities utilized by the Funds in connection with investments; (xvii) investment and operations related travel expenses; (xviii) bank and brokerage fees and expenses, sales commissions and fees, commitment fees, non-refundable deposits and costs of expenses incurred in connection with the acquisition or disposition of actual or potential investments (whether or not consummated); (xix) software, technology, data security, cloud-based applications or similar services and expenses for other cyber initiatives related to activities of the Funds; (xx) costs of preparing and distributing reports to, or responding to information requests from Fund investors including the preparation and distribution of financial reporting, audited financial statements and investor tax reporting; (xxi) costs associated with compliance with side letters and administering any “most favored nations” clauses in any side letters; (xxii) expenses related to the sale, transfer or redemption of interests in the Funds; (xxiii) Performance-Based Fees or costs and expenses payable or allocable to joint venture or operating partners; and (xxiv) any expenses of service providers, consultants and other professionals and experts retained by or on behalf of the Clients or the portfolio companies. Certain expenses discussed above may be absorbed by a portfolio company or be capitalized in the purchase price of portfolio investments. For the avoidance of doubt, the foregoing expenses are non-exhaustive and generally do not include the expenses of Colbeck as the investment adviser except where explicitly stated in the relevant Offering Documents. Please refer to the relevant Offering Documents for a full discussion of expenses applicable to each Client. Consistent with the applicable Offering Documents, certain of the Clients bear the expense of any “dead deal costs” relating to unconsummated investments. Specifically, Funds for which the management fee is calculated based on invested capital bear such dead deal costs. Funds for which the management fee is calculated based on committed capital do not bear dead deal costs. The Funds reimburse the Firm or its affiliates for any expenses paid by the Firm or its affiliates that are expenses to be properly borne by the Funds. The Clients will incur brokerage costs, if incurred; however, due to the nature of the Firm’s business, broker-dealers are not generally used. See Item 12 – Brokerage Practices. D. As previously described, the Funds pay management fees in advance on a quarterly basis. In the unlikely event that Colbeck does not provide services for a full period, a prorated fee for any partial quarter will be returned to the Funds. E. Neither Colbeck nor any of its supervised persons accepts or will accept compensation for the sale of securities or other investment products.

A. Methods of Analysis and Investment Strategies. As referenced in Item 4, the Clients invest primarily in privately negotiated, secured loans or other debt instruments that are directly or indirectly originated, underwritten, syndicated or arranged by Colbeck, which has been a loan origination platform since its formation in 2009. Through the Clients, Colbeck shall seek to originate or participate in credit facilities that (i) generate private-equity style returns; (ii) are secured by existing collateral; and (iii) generate excess return relative to credit risk. Client investments may be structured as syndicated transactions in which one or more unrelated debt investors invest alongside the Client. Colbeck seeks to make or participate in direct loans opportunistically to middle-market non-sponsor and sponsor companies in periods of transition, regardless of industry or sector, in areas where market inefficiencies limit capital available from traditional sources or in traditional forms. Colbeck seeks to structure and invest in credits that meet the corporate finance objectives of borrowers while also generating returns from a variety of sources, including interest, upfront consideration, and various forms of fees, including exit fees paid at maturity. A full description of Colbeck’s investment strategy and processes is included in the Clients’ Offering Documents. B. Risk of Loss. General Risk of Loss. An investment in the Clients involves a high degree of risk, with the possibility of partial or total loss of capital, and members must be prepared to bear partial or total capital losses that might result from portfolio investments. The risks for each Client include, but are not limited to, the following: Reliance upon Key Management and Employees. The success of the Clients depends on the ability of the Principals and senior members of the Firm to successfully implement the Clients’ investment objective. Competition in the financial services, private equity and alternative asset management industries for qualified investment professionals is intense. The Firm’s continued ability to effectively manage the Clients’ portfolio depends on its ability to retain and motivate its key employees. In particular, if the Clients were to lose the services of one or both of the Firm’s Principals, the consequences to the Clients would be material and adverse. Operational Risk. The success of the Clients depends on the ability of the Firm to operate effectively and efficiently. There is the risk of loss resulting from inadequate or failed procedures, systems or policies of the Firm, and may include, among others, employee errors, systems failures, criminal activities, cyber-breaches or other external events that significantly disrupt business processes. Illiquidity of Investments. The Clients will invest a significant amount of their capital in making loans to private companies, and, in connection therewith, will obtain securities or other assets for which no, or only a limited, market exists or that are subject to legal or other restrictions on transfer. The market prices, if any, for such assets may fluctuate due to a variety of factors that are inherently difficult to predict, including, but not limited to, changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic or international economic or political events, developments or trends in any particular industry, and the financing condition of the obligors on the Clients’ assets. Accordingly, the Clients may not be able to sell assets when the Clients desire to do so or to realize what the Firm perceives to be the fair value of their assets in the event of a sale. The sale of illiquid assets and restricted securities often requires more time and the incurrence of significant selling expense by the Clients. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Colbeck typically seeks to mitigate these traditional risks associated with illiquid credit by syndicating to the broader market of credit investors, which often creates a secondary market for investments that can materially increase liquidity.

Lack of Diversification. Subject to the investment limitations set forth in the Clients’ Offering Documents, investors have no assurance as to the degree of diversification among the Funds’ investments either by geographic region or asset type. The Clients may make investments assuming contemplated syndications that do not actually occur as expected, which could lead to increased risk as a result of the Clients having an unintended longer-term investment and reduced diversification. General Economic and Capital Market Conditions. General economic and capital market conditions may affect the activities of the Clients. Interest rates, the price of investments and participation by other investors in the financial markets may also affect the value of investments purchased by the Clients. SMA Clients and investors should realize that distributions may not be made due to general economic conditions, conditions in the credit markets, the illiquidity of Clients’ investments, constraints imposed by financing arrangements, contractual prohibitions, inability to dispose of investments at attractive prices due to buyers’ inability to secure financing or other reasons mentioned below. Issuers in which the Clients generally invest may face intense competition, changing business and economic conditions and other developments that may adversely affect their performance. General fluctuations in the market prices of securities, including public securities market prices, may adversely affect the value of investments held by the Clients and/or the ability of the Clients to dispose of investments at attractive valuations. The Clients may be unsuccessful in structuring their investments to minimize any detrimental impact that a recession may have on their investments and as a result the Funds may suffer significant losses. Conditions in the credit markets may have a significant impact on the business of the Clients. Among other things, the level of investment opportunities may decline from Colbeck’s current expectations. As a result, fewer investment opportunities may be available to the Clients. In addition, a slowdown in the global economy or in specific regional economies, increases in the prices of oil and gas, raw materials and agricultural commodities may affect inflation rates and currency exchange rates, which may in turn have a negative impact on the Clients’ investments. There can be no assurance that the Clients will not suffer material adverse effects from broad and rapid changes in market conditions in the future. Inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies and securities markets, both public and private. Inflation rates may continue to increase in the future and government measures to control inflation adopted presently or in the future, remain uncertain. Measures taken by the governments to control inflation potentially include maintaining a tight monetary policy with high interest rates, restricting the availability of credit and hindering economic growth. Measures to combat inflation and public speculation about possible additional actions have contributed materially to economic uncertainty in many countries. Inflation could significantly increase a Client’s cost of operations, adversely impacting the availability of suitable investments or the performance thereof and otherwise impact a Client’s financial condition. There can be no assurance that high rates of inflation will not have a material adverse effect on investments. Tariffs. Changes in tariffs, trade policies and international trade agreements may impact the business operations, supply chains and market opportunities of the Client’s investments. Investments that rely on international clients, contractors, source materials or products from outside the United States could experience increases operational costs, limited market expansion or disruption in service delivery. Given the uncertainty surrounding international trade policies, industry participants may face increased compliance costs, reduced competitiveness in foreign markets and potential revenue volatility due to shifting regulations. These risks could potentially impact Client investment outcomes. Epidemic or Pandemic Considerations. Epidemics, pandemics or other widespread public health emergencies may have a negative impact on economic fundamentals including disruption of global supply chains, consumer confidence, tourism and/or the performance of essential government services. There is a risk that an investment in a Client could be, directly or indirectly, affected by one or more outbreaks of disease and its subsequent negative impact. Specifically, the effects of a pandemic or widespread public health emergency may materially and adversely impact the value and performance of the Clients and their investment objectives.

Economic, Social and Political Uncertainty. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Clients and their portfolio companies to execute their respective strategies and generate sufficient cash flow to service their debt. This may slow the rate of future investments and result in longer holding periods for investments. Regulatory Changes. The financial services industry generally, and the activities of private equity and alternative investment firms and their investment managers and advisers in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on Colbeck, including, without limitation, responding to investigations, implementing new policies and procedures and complying with reporting obligations. Such burdens may divert Colbeck’s time, attention and resources from portfolio management activities. Since the passage of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), there have been extensive rulemaking and regulatory changes that have affected alternative investment managers, the funds that they manage and the financial industry as a whole. The Dodd-Frank Act affects a broad range of market participants with whom the Firm interacts or may interact, including commercial banks, investment banks, other non-bank financial institutions, rating agencies, mortgage brokers, credit unions, insurance companies and broker-dealers. Regulatory changes that will affect other market participants are likely to change the way in which Colbeck conducts business with its counterparties. Additionally, there has been increasing commentary amongst regulators and intergovernmental institutions, including the Financial Stability Board and International Monetary Fund, on the topic of socalled “shadow banking” (a term generally taken to refer to credit intermediation involving entities and activities outside the regulated banking system). The entities comprising Colbeck and the Clients are outside the regulated banking system, and certain of the activities of the Firm may be argued to fall within this definition and, in consequence, may be subject to regulatory developments. As a result, the Clients and Colbeck could be subject to increased levels of oversight and regulation. This could increase costs and limit operations. Investments in Privately Held Middle-Market Companies. The Clients invest primarily in privately held middle-market companies based in North America. Investments in these companies involve significant risks, including that these companies may, relative to larger companies (i) have more limited financial resources and may be more unable to meet their obligations, which may lessen the value of the Clients’ collateral and reduce the Clients ability to realize guarantees that they may have obtained in connection with their investments; (ii) be more susceptible to competitors, market conditions and general economic conditions, due to their shorter operating histories, narrower product lines, smaller market shares and greater reliance on key personnel; (iii) may not be subject to regulatory reporting requirements and, as such, may disclose very little public information regarding their operations and results, which may adversely affect Colbeck and the Clients’ abilities to make well-informed investment decisions; (iv) experience greater fluctuations in operating results and capital requirements to support operations, finance expansion or maintain competitive position; and (v) have increased difficulty accessing the capital markets to meet future capital needs.

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The Firm currently provides investment advice to the Funds, which are private pooled investment vehicles that are exempt from registration under the Investment Company Act. The offering of these Funds are limited to individuals and entities that meet the criteria of “qualified purchasers.” The Firm also provides investment advice to a limited number of SMAs, the Firm invests the SMAs assets for the benefit of the owner of the SMA. The beneficial owner of the SMAs also meets the criteria of “qualified purchasers.” As mentioned in Item 4, the Firm may also provide similar advisory services to, without limitation, proprietary accounts and other investment vehicles in the future. Prospective investors should refer to the Offering Documents of each respective Client for information on minimum investment requirements, in addition to other such requirements for opening or maintaining an account. The Firm may, from time to time, reduce the minimum investment commitment for investors.

As described in Item 5.A. of this Brochure, the Firm is generally entitled to both a management fee and Performance-Based Fee from the Funds, as specified in the Funds’ Offering Documents. In certain circumstances, the Firm may, in its sole discretion, reduce, waive, or calculate differently the PerformanceBased Fee with respect to certain investors, including, without limitation, affiliates of Colbeck, Firm employees, members of the immediate families of such persons and trusts or other entities for their benefit or for certain third parties that enter into written agreements with the Firm that have the effect of altering the terms of their investment. Carried interest is calculated based on a percentage of realized gains generated by the Fund after investors have earned a preferred rate of return. The performance allocation is paid annually and calculated on realized and unrealized gains generated by the Fund. The incentive fee is calculated based on net investment profits, subject to a preferred return, and paid periodically, in most cases either quarterly or annually. Although the Performance-Based Fees are generally designed to align Colbeck’s interests with the interests of the investors in the Fund, the Performance-Based Fees receivable by Colbeck may create an incentive for Colbeck to make investments on behalf of the Fund that are riskier or more speculative than would be the case in the absence of such compensation. Performance-Based Fees may also incentivize Colbeck to make different decisions regarding the timing and manner of the realization of the Fund’s portfolio investments than would be the case if the Performance-Based Fees did not exist. However, Colbeck is committed to acting at all times in the best interests of the Clients, and, to this end, the Firm has implemented internal controls designed to address and reasonably mitigate the potential conflicts associated with Performance-Based fees, as more fully described in the Offering Documents. As a matter of policy, Colbeck undertakes a thorough and careful vetting of investment opportunities by its investment professionals and disclosure of investments to investors.

A. Neither Colbeck nor any of its management persons are registered or currently have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. B. Neither Colbeck nor any of its management persons are registered or have an application pending to register as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. C. Neither Colbeck nor any of its management persons have any relationship with any of the following related persons (i.e., entities controlling, controlled by or under common control with Colbeck): brokerdealers; municipal securities dealers; government securities dealers; investment companies or other pooled investment vehicles; other investment advisers or financial planners; futures commission merchants; registered commodity pool operators; registered commodity trading advisors; banking or thrift institutions; accountants or accounting firms; lawyers; law firms; pension consultants; real estate brokers or dealers or other sponsors or syndicators of limited partnerships. Colbeck serves as the origination and/or syndication agent for a number of its loan transactions. Many of Colbeck’s investments are syndicated transactions in which other debt investors participate. From time to time, and generally as part of the origination or syndication process, Colbeck may buy, sell or hold positions in the same transactions as the Fund or transact on its behalf. The origination or syndication agent is responsible for underwriting its deals, collecting funds from the syndicate and remitting the aggregate amount to a borrower/issuer. As of the date of this Brochure, the Firm has arrangements with third-party service providers to serve as collateral agents for certain investment transactions. The collateral agent is responsible for maintaining the official books and records of the transaction, managing the flow of payments and documentation and maintaining books and records on any collateral involved in securing the transaction. Colbeck’s participation in loan origination, underwriting or arrangement and its role as origination and/or syndication agent may generate additional fees. Such fees will not be paid by investors of the Funds or SMA Clients and any fees earned by the Firm in connection to a portfolio company are rebated back to the relevant Fund or SMA as a pro rata share of such Fund’s or SMA’s participation in a deal. A full description of the types of fees and expenses the Funds and SMAs are generally responsible for paying is set forth in detail in the Offering Documents. When considered appropriate by the Firm, Colbeck’s officers and employees may also serve as directors of the portfolio companies in which a Client acquires an interest. The Funds’ investment management agreement, the Offering Documents of the SMAs and Colbeck’s policies and procedures set forth guidelines as to the appropriate action to take with respect to managing and disclosing conflicts of interest as they arise. D. Colbeck does not otherwise recommend or select other investment advisers for the Clients.

A. Colbeck has adopted a written Code of Ethics (the “Code”) pursuant to SEC Rule 204A-1 of the Advisers Act, which establishes the standard of business conduct that all Colbeck employees must follow in upholding the Firm’s fiduciary duty to its Clients. The Code is designed to promote high ethical standards and sets forth internal policies and procedures designed to address and mitigate actual and potential conflicts of interest between the Firm, its employees and its Clients. All employees are required to certify annually that they have read, understand and agree to abide by the Code, including the insider trading policies and procedures set forth therein. The Code also establishes guidelines for the appropriate handling and containment of any material non-public information to which an employee may be exposed. The Code also contains controls implemented by the Firm designed to monitor and mitigate potential conflicts of interest, including specific policies to address, among other things, outside activities of employees, the prevention of insider trading, political contributions and restrictions on the acceptance or offer of significant gifts. Further, the Firm has adopted a formal personal trading policy which imposes restrictions on employee trading of most securities without the approval of the Firm’s Chief Compliance Officer (“CCO”). Specifically, the Code prohibits purchasing securities in an IPO, requires pre-clearance before purchasing securities in a limited offering (i.e., a private placement) and requires periodic reporting of employees’ personal securities transactions and all holdings. The Firm closely monitors the personal trading of employees and prohibits excessive personal trading. Clients may request a copy of the Code by contacting the Firm at the address or telephone number listed on the first page of this document. B. Neither the Firm nor any of its related persons recommends to the Clients, or buys or sells for any Client accounts, securities in which the Firm or its related persons have a material financial interest. C. In its capacity as loan origination and /or syndication agent, the Firm or its related persons may from time to time participate in transactions that are recommended to the Firm’s Clients, including particularly to facilitate third-party syndication. This participation is meant to facilitate transactions that are determined to be beneficial to the Clients and, through such participation, the Firm’s and/or its related persons’ interests are aligned with those of the relevant Client(s). D. (See Item 11 B.) In the unlikely event that the Firm or a related person recommends securities to a Client, or buys and sells securities on behalf of a Client, at or about the same time that the Firm or a related person buys or sells the same securities for its or their own account, the CCO will make a determination on a case by case basis to address such a situation and any conflicts of interest that such a transaction would present.

A. The Firm does not make regular use of brokers for the purposes of purchasing or selling securities on behalf of the Clients because the securities it typically purchases or sells on behalf of its Clients are acquired and/or disposed of in privately negotiated transactions. To the extent that Colbeck may use a broker-dealer for a transaction in the future, the Firm will select a broker-dealer for such transaction based on factors relevant to the specific situation. 1. The Firm does not receive research or other products or services other than execution from a brokerdealer or a third party in connection with Fund securities transactions (“soft dollar benefits”). 2. The Firm does not consider, in selecting or recommending broker-dealers, whether the Firm or a related person receives Client referrals from a broker-dealer or third party. 3. Colbeck does not engage in directed brokerage. B. Due to the Firm’s strategy, typically, there will be no purchase or sale orders of securities or “batched orders” that are aggregated for various Client accounts. However, as part of the Firm’s strategy for the Funds, Colbeck may purchase or sell the same financial instruments or participate in the same investment opportunities for several Clients simultaneously. The execution of such transactions may be combined to reduce costs while also ensuring that applicable Clients are afforded the opportunity to participate in such investment. The execution of these transactions is done in a manner intended to ensure that no Client managed by Colbeck is favored over any other Client and in accordance with the Governing Documents of each Client.

A. The Firm does not receive an economic benefit from anyone, other than the Clients, for providing investment advice or other advisory services to the Clients. B. Neither Colbeck nor any related person shall directly or indirectly compensate any person who is not a supervised person for Client referrals. However, Colbeck may, from time to time, use an unaffiliated third-party placement agent for Fund investor referrals.

Neither the Firm nor any of its management persons has been the subject of any legal or disciplinary events that are material to a Client’s, investor’s or prospective Client’s or investor’s evaluation of the Firm’s advisory business or the integrity of the Firm’s management.

A. Each Client’s portfolio is monitored and reviewed on an ongoing basis by the Firm’s investment professionals, who review each portfolio in the context of each Client’s stated investment objectives and guidelines. The Firm’s Principals are ultimately responsible for portfolio and risk management and for all final investment decisions. B. A targeted review of a Client account may be triggered by material changes in key variables that may affect the performance of the Clients, including, without limitation, changes in the financial markets or activity and trends in the political or economic environment. C. The Firm reports to its Clients informally on an ongoing basis regarding updates on the performance and status of the Clients’ investments and to discuss economic developments, industry outlook and other issues that might impact them. The Firm provides quarterly reporting for SMA Clients within 60 days of the end of each fiscal quarter. Additionally, the Firm provides unaudited quarterly financial statements of the Funds and descriptive investment information for each of the Fund’s investments within 60 days of the end of each fiscal quarter to investors in each Fund. Further, audited financial statements are provided to investors in each Fund, generally within 120 days of the end of the Fund’s fiscal year as required by Rule 206(4)-2 under the Advisers Act (the “Custody Rule”).

Pursuant to the Custody Rule, Colbeck (and any of its affiliates acting as general partner to the Funds) is deemed to have custody of the Funds’ cash and securities, even though it is not the Firm’s practice to accept or maintain physical possession of Clients’ funds and securities. In accordance with the Custody Rule, all of the Clients’ cash and securities are held in custody by independent, qualified custodians. The Firm arranges for the Funds’ financial statements to be prepared in accordance with U.S. generally accepted accounting principles and audited at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board. The Firm distributes such audited financial statements to all of the Funds’ investors within 120 days of the end of each Fund’s fiscal year.

Colbeck currently accepts full discretionary authority to manage assets and securities on behalf of its Clients through the investment management agreements with such Clients.

A. Colbeck’s investment strategy generally does not involve the acquisition of publicly traded securities; as such, it is unlikely that any Clients address proxy proposals, amendments, consents or resolutions (each, a “Proxy”; collectively, “Proxies”). In the event that any of the Clients do come into possession of securities with Proxy voting rights, the Firm will accept the authority to vote Proxies in its sole discretion and will vote in a manner that will serve the applicable Client’s best interests and investment objectives. In limited circumstances, the Firm may refrain from voting Proxies where it determines there is, or appears to be, a material conflict of interest that could influence the voting decision in a manner that would be adverse to the interests of a Fund. Generally, the Clients or investors in the Funds may not direct or vote Proxies. The Firm will provide Clients with a record of how proxies were voted or a copy of the Firm’s proxy voting policies upon request. B. Not applicable.

A. The Firm does not require or solicit prepayment of more than $1,200 in fees per Client, six months or more in advance, and therefore has not included a balance sheet. B. The Firm does not believe that there are any financial conditions that are reasonably likely to impair its ability to meet contractual commitments to its Clients. C. The Firm has never been the subject of a bankruptcy petition.