CONTRARIAN CAPITAL MANAGEMENT, L.L.C.

The Adviser is an investment adviser with its principal place of business in Greenwich, Connecticut. The Adviser commenced operations as an investment adviser in 1995 and has been registered with the SEC since December 15, 1995. The Adviser is owned by Jon Bauer (principal owner), Janice Stanton, Gil Tenzer, Jeffrey Bauer and Joshua Trump. Xiao Song is a special limited member of the Adviser. Ownership interests of the Adviser may be held individually or through entities established by or for the benefit of such individuals or their family members. The Adviser provides advisory services on a discretionary basis to its clients, which include (i) institutional investors and (ii) pooled investment vehicles. The Adviser's investment advisory services focus on a multistrategy approach to investing in distressed securities portfolios, including corporate, real estate and nonU.S. securities, high yield securities, senior secured obligations, trade claims, debt obligations, fixed income securities and equity securities. The Adviser's advisory services focus on selecting investments primarily in special situations including, but not limited to, marketable and nonmarketable securities and other obligations (such as bank loans, promissory notes, mortgages, and other evidence of indebtedness, as well as accounts payable to trade creditors and judgment pools) of financially distressed companies or companies in bankruptcy proceedings. The Adviser also provides advice concerning transactions related to extraordinary corporate events such as mergers, rights offerings, divestiture, share repurchases and spinoffs. Moreover, the Adviser provides advice concerning other types of investments, including securities and other assets (including real estate) which appear to be undervalued. The Adviser provides advice to clients based on specific investment objectives and strategies. Under certain circumstances, the Adviser may agree to tailor advisory services to the individual needs of a client. Clients may impose restrictions on investing in certain securities or certain types of securities. As of December 31, 2025, the Adviser had approximately $4,788,303,700 in regulatory assets under management, all of which is managed on a discretionary basis.

Generally, the Adviser charges each client an investment management fee based on the value of the client’s assets under management ranging from 0.75% to 2.0% per annum. In certain circumstances, the investment management fee may be based on capital commitments or invested capital. Generally, investment management fees are charged each quarter in advance based on the total market value of the assets in the client account (including net unrealized appreciation or depreciation of investments and cash, cash equivalents and accrued interest), total drawn capital or total committed capital, as applicable, on the first day of the quarter. If a new client account is established during a quarter or a client makes an additional contribution to its account during a quarter, the investment management fee will be charged as of the effective date of the investment management agreement or the date of such additional contribution based on the value of the assets as of the applicable date and will be prorated for the number of days remaining in the quarter. If the advisory contract is terminated or a withdrawal is made from the account before the end of a quarter, the amount of investment management fees refunded will be determined on a pro rata basis calculated based on the number of days remaining in the quarter. The Adviser, its members and related entities, and their respective partners, directors and employees may invest in the Adviser’s private investment funds without being subject to any management fees. In certain circumstances, the Adviser has agreed to lower the management fee payable by certain affiliated or strategic investors. In addition, these fees may be negotiable for separately managed account clients. The Adviser will also be paid performance-based compensation (either as a performance fee or allocation), which is compensation that is based on a share of capital gains on, or capital appreciation of the assets of a client (e.g., a private fund or other pooled investment vehicle). This compensation will be allocated to the Adviser or to a related person of the Adviser and will generally equal 20%. Under certain circumstances, receipt of performance-based compensation may be subject to a preferred rate of return. The Adviser, its members and related entities, and their respective partners, directors and employees may invest in the Adviser’s private investment funds without being subject to any performance-based compensation. In certain circumstances, the Adviser has agreed to lower the performance-based compensation payable by certain affiliated or strategic investors. In addition, the performance-based compensation may be negotiable for separately managed account clients. Investment management fees are deducted on a quarterly basis from client accounts by the third-party administrator. With respect to certain private funds managed by the Adviser, investors that withdraw from the private fund during or prior to a specified investment period are charged an early withdrawal fee of up to 4% of the withdrawal proceeds, which is for the benefit of the non-withdrawing investors (including the General Partner and affiliated investors) in the applicable private fund. In addition to paying investment management fees and performance-based compensation, each client account will also be subject to other expenses which are set forth in the respective investment management agreement, limited partnership agreement, offering memorandum or other relevant document. Expenses for certain client accounts managed by the Adviser may include, without limitation, the following categories and the expenses borne by a particular client account are set forth in that account’s governing documents:

1) third-party expenses incurred in connection with the sourcing, evaluation, acquisition, monitoring, holding or disposition of investments (whether or not consummated), including: a)

private placement fees;

b)

sales commissions;

c)

appraisal fees;

d)

taxes;

e)

brokerage fees and commissions;

f)

interest on margin accounts and other indebtedness;

g)

borrowing charges on securities sold short;

h)

underwriting commissions and discounts;

i)

legal, accounting, investment banking, consulting fees (including without limitation, fees payable to research consultants), financing commitment fees and professional fees;

j)

research and research-related fees and expenses (including out of pocket travel and travelrelated expenses incurred in connection with research of investment opportunities which includes the expense of conferences, travel, lodging and meals);

k)

data and information service providers (e.g., Reorg Research, general market research with respect to trading models and industries, etc.); and

l)

other transaction costs;

2) expenses incurred in connection with the formation of alternative investment vehicles to the extent permitted under the client account’s constituent documents; 3) expenses incurred in connection with the formation, maintenance and operation of special purpose vehicles through which the fund makes, holds or manages investments, including: a) taxes and other governmental charges; b)

administrator fees; and

c)

professional fees incurred with respect to tax planning and tax compliance;

4) compensation and other similar expenses of third-party consultants (including industry executives, advisors, operating executives or other persons acting in a similar capacity (including with respect to potential or existing portfolio investments)); 5) fees and expenses of a third-party administrator; 6) organizational expenses of the client account and related entities, including fees and expenses of counsel to, accountants for and agents of, the client, and other expenses (including without limitation, travel and travel-related costs and expenses) in each case, incurred in connection with

the formation of the client account and related entities, the preparation of the client account’s operative documents and the offering of interests in the client account; 7) audit fees and other out-of-pocket expenses incurred in connection with the preparation and distribution of financial statements for the client account or with respect to any investment and audit compliance; 8) expenses relating to third-party valuation; 9) fees and expenses relating to the purchasing, leasing and development of software; 10) expenses incurred in connection with the carrying or management of investments, including: a) custodial, trustee, record keeping and other administration fees; 11) expenses incurred in connection with the preparation and distribution of its tax returns, financial statements and reporting for the fund (including Schedules K-1 for fund investors); 12) expenses incurred in connection with tax compliance (including FATCA compliance); 13) attorneys' and accountants' fees and disbursements relating to client matters; 14) taxes and other governmental charges levied against it; 15) any and all expenses (including legal fees and expenses) incurred to comply with any law or regulation related to the activities of the client account (including regulatory expenses of the Adviser and general partner, if any, incurred in connection with reporting to regulatory authorities and preparation and making of any required regulatory filings or notice (including Form PF, Section 13 and Section 16 filings) to the extent they are in connection with or relate to or derive from the client account or its investment activities; 16) insurance premiums and other insurance costs and expenses incurred in connection with the activities of the fund, including without limitation, errors, omissions, fidelity, crime, general partner liability, directors' and officers' liability and similar coverage for any indemnified party; 17) expenses incurred in connection with its dissolution, liquidation or winding-up and termination; 18) expenses incurred in connection with any restructuring or amendments to its constituent documents and related entities, if applicable; 19) expenses incurred in connection with distributions to investors; 20) expenses related to the client’s indemnification obligations; 21) certain litigation expenses; 22) any amounts paid by the client for, or resulting from, hedging transactions; 23) expenses attributable to the negotiation of side letters (including legal fees and expenses); 24) other extraordinary expenses relating to the client and its activities that are not investment expenses; and

25) such other expenses as are set forth in the client’s private placement memorandum, limited partnership agreement and/or other governing documents. Client assets may be invested in a mini-master structure. Feeder funds bear a pro rata share of the expenses associated with the related master fund. The Adviser seeks to allocate common expenses among clients in a manner that is fair and equitable and in accordance with the relevant offering or other governing documents. However, expense allocation decisions involve conflicts of interest. Under the Adviser’s current expense allocation policies, the Adviser makes a determination whether an expense will be borne by the Adviser or by one or more clients. Common expenses are allocated among clients as follows: 1) specific investment-related expenses are allocated to each client based on the current market value of the client’s holdings. 2) general investment related expenses are allocated based upon the anticipated trade allocation to each client. 3) general expenses are allocated based on assets under management of each client; and 4) specific allocation expense is allocated to the relevant client. To the extent that a particular client does not bear its share of a common expense that is incurred on behalf of multiple clients (whether due to restrictions in the client’s governing documents or otherwise), that client’s share of the common expense (as determined in accordance with the Adviser’s expense allocation policies) will be borne by the Adviser. Notwithstanding the foregoing, the Adviser will bear any portion of a common expense that is allocable to a client under the Adviser’s expense allocation policies but may not be charged to the client pursuant to a separate written agreement between the client and the Adviser.

The Adviser utilizes a variety of methods and strategies to make investment decisions and recommendations. The methods of analysis include fundamental research, charting analysis, cyclical analysis as well as the use of quantitative tools and investment approaches, or technical analytical tools and approaches. The Adviser employs the following investment strategy and sub-strategies in managing client portfolios: Distressed Investing. Distressed investing is a specialized version of value investing. Like pure value investors, the Adviser seeks to invest in securities and other financial instruments that trade at a significant discount to their underlying values. Client portfolios are invested in all types of distressed securities and financial instruments, including U.S. and non-U.S. corporate debt, sovereign debt securities, lower credit quality securities, real estate securities and assets, trade claims, bank loans and credit default swaps. Rather than employing the buy and hold strategy characteristic of pure value investors, the Adviser looks for an event, usually during the balance sheet restructuring process that allows the Adviser to capture the undervaluation spread. Distressed securities are the securities of companies or assets which are, or are perceived to be, in financial trouble. Whether or not these companies are in default or bankruptcy, their securities are selling at steep discounts to their face value. Certain client accounts will seek to exercise significant influence over each issuer in which the client account invests by engaging in negotiations with the issuer or its management, participating in formal or ad hoc committees, participating in litigation, obtaining membership on an issuer’s board of directors or by other similar means. Distressed investing involves risk of loss to clients and clients must be prepared to bear the loss of their entire investment. Certain material risks associated with the Adviser’s distressed investment strategy and the sub-strategies are set forth below: Risk Associated With Adviser’s Investment Strategies and Investments Nature of Investments. The Adviser invests client portfolios in debt obligations, equity securities, and other financial instruments and assets that are inefficiently valued as a result of business financial, market or legal uncertainties. The level of analytical sophistication, both financial and legal, necessary for successful returns on such investments is unusually high. There can be no assurance that the Adviser will evaluate correctly the nature and magnitude of the various factors that could affect the value of client investments. In particular, the Adviser will purchase securities and other obligations of companies that are experiencing significant financial or business distress, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Many of these securities typically remain unpaid unless and until the company reorganizes and/or emerges from bankruptcy proceedings. In addition, it frequently may be difficult to obtain information as to the conditions of these securities. Private distressed investment opportunities can occur in companies that have filed for, or plan to file for, reorganization under the U.S. Bankruptcy Code or comparable regimes in other applicable jurisdictions. Sourcing, diligence, structuring and governance of private distressed investments require consideration of factors that are often not present in investments in the senior and secured debt of financially sound companies. If the Adviser’s evaluation of the anticipated outcome of an investment situation proves incorrect, clients could experience losses. Successful investing requires a specialized skill set that includes: (i) the capacity to accurately value a company’s assets and analyze its capital structure; (ii) a sophisticated knowledge of the complex legal environment in which such investing occurs, particularly bankruptcy, securities, corporate and indenture law; (iii) the experience necessary to determine accurately the financial interests and legal rights of the debtor and each of its creditor constituencies; and (iv) refined negotiating skills. A wide variety of considerations makes any evaluation of the outcome of an investment in a

financially distressed company uncertain. These considerations include the possibility of litigation between the participants in a reorganization or liquidation proceeding or a requirement to obtain consents from governmental authorities or others, as well as numerous other factors. In addition, the Adviser may not have access to reliable and timely information concerning material developments affecting a company. The uncertainties inherent in evaluating such investments may be increased by legal and practical considerations which limit the access of the Adviser to reliable and timely information concerning material developments affecting an investment, or which cause lengthy delays in the completion of a reorganization or liquidation proceeding. Lower Credit Quality Securities. Client accounts may invest in bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lower-rated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. In addition, adverse publicity and investor perceptions about lower-rated securities, whether or not based on fundamental analysis, may be a contributing factor in a decrease in the value and liquidity of such lower-rated securities. Credit Risks and Interest Rate Risks. Debt investments are subject to credit and interest rate risks. Credit risk refers to the likelihood that an issuer will default in the payment of principal and/or interest on an instrument. Financial strength and solvency of an issuer are the primary factors influencing credit risk. Interest rate risk refers to the risks associated with market changes in interest rates. Generally, the value of fixed-income securities changes inversely with changes in interest rates. As interest rates rise, the market value of fixed-income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed-income securities tends to increase. This risk is greater for long-term securities than for short-term securities. Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Smaller issuers can have more limited product lines, markets, or financial resources. Nature of Bankruptcy Proceedings. There are a number of significant risks when investing in companies involved in Chapter 11 cases, including the following: 

The duration of a Chapter 11 case is difficult to predict. A creditor's return on investments can be adversely impacted by delays while the plan of reorganization is being negotiated, voted on by the creditors and confirmed by the bankruptcy court, until it ultimately becomes effective.



The administrative costs in connection with a Chapter 11 case are frequently high and may be paid out of the debtor's estate prior to any return to creditors. For example, if a proceeding involves protracted or difficult litigation, or turns into a liquidation, substantial assets may be devoted to administrative costs.



Creditors can lose their ranking and priority if they exercise "domination and control" over a debtor and other creditors can demonstrate that they have been harmed by such actions, especially in the case of investments made prior to the commencement of Chapter 11 cases.



Bankruptcy law permits the classification of "substantially similar" claims in determining the classification of claims in a reorganization. Because the standard for classification is vague, there exists the risk that a client's influence with respect to the class of securities or other obligations it owns can be lost by increases in the number and amount of claims in that class or by different classification and treatment.



In the early stages of the Chapter 11 case (or similar foreign proceeding), it is often difficult to estimate the extent of, or even to identify, any contingent claims that may be made.



Certain claims, such as claims for taxes, may have priority by law over the claims of certain creditors.

Special Purpose Vehicles. The Adviser’s clients may participate in one or more special purpose vehicles or holding entities (collectively, “SPVs”) through which the Adviser’s clients hold assets jointly with third parties whereby the Adviser’s clients acquire controlling or non-controlling interests in certain instruments. Investments held through SPVs involve risks not present in direct investments, particularly when clients participate in an SPV in conjunction with third parties. In certain circumstances, a client may be liable for the actions of third-party partners or co-venturers. For example, a co-participant in an SPV may become bankrupt or otherwise fail to fund its obligations to the SPV and a client may be required to make additional contributions to replace the shortfall. Any default or decision not to fund by a co-participant could have a material adverse effect on clients. A third-party co-venturer may have economic or business interests or goals which are inconsistent with those of the Adviser’s clients or may be in a position to take (or block) action in a manner contrary to client investment objectives. Additionally, certain client accounts have established and may, in the future, establish entities to serve as blockers for various structuring and regulatory purposes. Contrarian Funds, L.L.C. Additionally, the Adviser and its related persons utilize SPVs through which the Adviser’s clients may hold assets jointly. For example, the Adviser has established Contrarian Funds, L.L.C. (“CFunds”), a Delaware limited liability company, for clearing, settlement and holding of trade claims and bank debt instruments. Clients that participate in trade claims, bank debt and other financial instruments may participate in such investments through CFunds. In certain circumstances, depending on the jurisdiction of organization, applicable tax treaties and other tax, legal or business considerations, an SPV through which multiple clients of the Adviser make investments may not provide for complete segregation of assets and liabilities in respect of the applicable clients holding such investments through such SPVs. Accordingly, if any client of the Adviser is unable to meet all of its obligations to the underlying investment in which it holds an interest through an SPV, other clients of the Adviser that hold that investment through such SPV may be adversely affected. Liabilities attributable to any SPV could expose a client to liability that would otherwise be attributable to other clients of the Adviser participating in the investment through the SPV; provided, however, that based on the manner in which CFunds is operated, no client will be liable for any liabilities in excess of its contributions through CFunds. Similarly, each client may enter into indemnification arrangements or guarantees relating to investments made jointly with other clients of the Adviser. Subject to the terms of these arrangements, one client may be liable for actions of other participating clients. Risk of Investment in Private Funds Managed by the Adviser. Certain clients may gain access to one or more of the Adviser’s sub-strategies by investing in other private funds managed by the Adviser. For example, CCI has invested in opportunities through an investment in other private funds managed by the Adviser. Investments through other private funds managed by the Adviser involve risks not present in direct

Read the rest in the brochure

The Adviser’s clients consist of (i) institutional investors (e.g., pension or profit-sharing plans subject to ERISA, endowments, foundations, insurance companies, fund-of-funds and family offices); and (ii) pooled investment vehicles such as private investment limited partnerships formed or advised by the Adviser and offshore corporations to which the Adviser acts as the investment manager. With respect to any client that is a pooled investment vehicle, any initial and additional subscription minimums are disclosed in the offering memorandum for the pooled investment vehicle. The minimum size for non-pooled investment vehicles is determined by the Adviser on a case-by-case basis.

The Adviser and its investment personnel provide investment management services to multiple portfolios for multiple clients. The Adviser is allocated performance-based compensation by its private pooled investment vehicle clients. In addition, the Adviser’s investment personnel are typically compensated on a basis that includes a performance-based component. Certain client accounts may have higher asset-based fees or more favorable performance-based compensation arrangements than other accounts. When the Adviser and its investment personnel manage more than one client account a potential exists for one client account to be favored over another client account. The Adviser has adopted and implemented policies and procedures intended to address potential conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. The Adviser reviews investment decisions for the purpose of ensuring that all client accounts (or portions of client accounts) with substantially similar investment objectives are treated in a fair and equitable manner on a trade-by-trade basis and in accordance with the Adviser’s procedures. Investments will generally be allocated to each client account based on such client’s investment strategy, as described in the applicable offering and/or constituent documents. Acquisitions and dispositions of investments which are suitable for more than one client will be allocated among each participating client account by the Adviser (in its sole discretion) in a fair and equitable manner on a trade-by-trade basis. The “General Allocation Principles” provide the framework for the primary allocation methodologies used by the Adviser and the “Special Allocation Considerations” identify facts and circumstances that may justify a deviation from those General Allocation Principles. Investments that are intended for the primary purpose of hedging a client’s portfolio (by risk model or otherwise) may not be allocated pursuant to the Adviser’s trade allocation policy but rather in accordance with the client’s risk model or other methodology determined by the Adviser’s risk function. I.

GENERAL ALLOCATION PRINCIPLES Investments will generally be allocated to each client account in accordance with the appropriate methodology as set forth herein. Dispositions: In the event the Adviser determines, in its sole discretion, to begin disposition (including sales and covers) of an investment held by more than one client, such disposition will generally be allocated pro rata across the client accounts based on each client’s exposure or, in the case of a partial disposition of an investment in which the trade order is not fully filled, the trade order for such investment, subject to the Special Allocation Considerations set forth below. Acquisitions: In the event the Adviser determines to begin acquisition (including purchases and short sales) of an investment, such acquisition will generally be allocated on a pro rata basis across all client accounts unless certain priority allocations are invoked, subject to the Special Allocation Considerations set forth below. A. Flagship Allocation Strategy. To the extent Contrarian Capital Fund I, L.P. (“CCI”) and each other client account (or portion of a client account) that is managed on a substantially similar

basis with CCI (collectively the “Flagship Allocation Strategy”1) invokes its priority allocation on a trade involving a Flagship Allocation Strategy-specific investment (e.g., an investment within the Flagship Allocation Strategy investment objective parameters, as described in the relevant client account documentation), it will be deemed to have up to two (2) times its Capital (as defined below) for purposes of such allocation. Each such trade may be allocated to the other participating client accounts pro rata based on Capital in each portfolio (or portion of the portfolio), as adjusted in accordance with the foregoing. 1.

B.

Contrarian Opportunity Fund II, L.P. To the extent Contrarian Opportunity Fund II, L.P. (and any successor client account managed on a substantially similar basis) participates in any trade, it will be deemed to have up to two (2) times its Capital for purposes of such allocation, only as amongst the participating client accounts within the Flagship Allocation Strategy.

Trade Claims Allocation Strategy. Contrarian Capital Trade Claims, L.P. (“CCTC”) and each other client account (or portion of a client account) that is managed on a substantially similar basis with CCTC (collectively the “Trade Claims Allocation Strategy”) may receive up to fifty percent (50%) of trade claims up until a five percent (5%) position of the aggregate exposure (based on the client account within the Trade Claims Allocation Strategy with the lowest exposure to the trade claim) is reached in the Trade Claims Allocation Strategy. Any remaining amount of the trade claim will be allocated to the other participating client accounts pro rata based on estimated beginning of month net asset value and/or undrawn capital (“Capital”) in each portfolio (or portion of the portfolio). In addition, and with respect to the Trade Claims Allocation Strategy only, 100% of all trade claim purchases that are $250,000 or less of market value, shall only be allocated to the Trade Claims Allocation Strategy. To the extent the Trade Claims Allocation Strategy participates in any trade that is not a trade claim, for purposes of trade allocations, the Trade Claims Allocation Strategy is deemed to be included in the Flagship Allocation Strategy.

C. Emerging Markets Allocation Strategy. To the extent Contrarian Emerging Markets, L.P. (“CEM”) and each other client account (or portion of a client account) that is managed on a substantially similar basis with CEM (collectively, the “Emerging Markets Allocation Strategy”), invokes its priority allocation on a trade involving an Emerging Markets Allocation Strategy-specific investment (e.g., an investment within the Emerging Markets Allocation Strategy investment objective parameters, as described in the relevant client account documentation), it will be deemed to have up to two (2) times its Capital for purposes of such allocation. Each such trade will be allocated to the other participating client accounts pro rata based on Capital in each portfolio (or portion of the portfolio), as adjusted in accordance with the foregoing. D. Real Estate Allocation Strategy. Investment opportunities for Contrarian Distressed Real Estate Debt Fund IV, L.P. (and any successor client account managed on a substantially similar basis) (collectively the “Real Estate Allocation Strategy”) shall be allocated 100% to the Real Estate Allocation Strategy only as amongst the Client Accounts within the Real Estate Allocation Strategy who at the time of such allocation are in their investment period. Client accounts will only be able to participate in a Real Estate Allocation Strategy investment opportunity as co-investors as described below under Co-Investment Opportunities.

1 The Flagship Allocation Strategy includes CCI, Contrarian Credit Fund, L.P. and any successor client account managed on a

substantially similar basis with CCI.

II. SPECIAL ALLOCATION CONSIDERATIONS Due to the differences in investment objectives and strategies, risk tolerances, tax status, capital flows and other criteria, there may be differences among client accounts in investment opportunities held. The following factors may be taken into consideration by the applicable portfolio manager and may justify an adjustment to the General Allocation Principles: (a) target percentages, not to exceed any of the General Allocation Principles, as determined by the portfolio manager based on the investment mandate of the applicable client account; (b) investment opportunities may be differently allocated up or down to a private equity structure client account within six (6) months prior to the end of its investment period, notwithstanding that other client accounts may have Capital available for investment; (c) investment opportunities may be differently allocated (i) within ten (10) business days prior to the applicable month end to manage exposures to reflect future anticipated increases in capital, (for purposes of this calculation only, to the extent the aggregate change in capital equals or exceeds three percent (3%) of the then-current daily net asset value of the applicable client account, the net asset value of such client account will be adjusted by a factor of fifty percent (50%) of the expected change in capital. Where the aggregate change in capital is less than three percent (3%) of the then-current daily net asset value of the applicable client Account, the net asset value of such client account will not be adjusted), (ii) for client accounts structured as funds-of-one or separately managed accounts, to manage exposures to reflect committed future increases in capital by adjusting the net asset value of such client account by the total amount of the increase, and (iii) thirty (30) business days prior to the applicable month end to manage exposures to reflect future anticipated reductions in capital, by adjusting the net asset value of such client account by the total amount of the expected change in capital; (d) to promote convergence of exposures amongst client accounts within a strategy, investment opportunities may be differently allocated as follows: (A) when a strategy has confirmed net outflows for an applicable month-end, (i) on the first day of the month (or the next business day) two months prior to the applicable month-end, the net asset value of each client account will be adjusted by twenty-five percent (25%) of the estimated net outflows, (ii) on the fifteenth day of that month (or the next business day), the net asset value of each client account will be adjusted by an additional twenty-five percent (25%), such that the net asset value of the client account is adjusted by fifty percent (50%) of the estimated net outflows, (iii) on the first day of the month (or next business day) one month prior to the applicable month-end, the net asset value of each client account will be adjusted by an additional twenty-five percent (25%), such that the net asset value is adjusted by seventy-five percent (75%) of the estimated net outflows, (iv) on the fifteenth day of that month (or the next business day), the net asset value of each client account is adjusted by an additional twenty-five percent (25%), such that the net asset value is adjusted by the total amount of the estimated net outflows; and (v) If the confirmed net outflows change (e.g., if a redemption in a client account is rescinded), the updated amount will be incorporated at the prevailing scheduled amount (i.e., 25%, 50%, 75% or 100%) as soon as practicable; (B) sales of current positions within client accounts in a strategy shall be allocated in accordance with to the Adviser’s trade allocation policy, applying the adjusted allocation net asset value. Any client account that is over-exposed (as a result of the adjustment to the allocation net asset value) in the position being sold relative to the other client accounts within the strategy will have its exposure reduced first. Subsequent sales will then be allocated pro-rata across all client accounts in accordance with to the Adviser’s trade allocation policy; and (C) purchases of (i) a position not currently held in a client account within a strategy shall be allocated to all participating client accounts within the strategy, provided such client accounts have gross exposure capacity on a proforma basis, based upon the adjusted allocation net asset value. Client accounts exceeding their gross exposure limit at the time of purchase will be required to reduce gross exposure to create capacity for the new position and (ii) an existing position held in a client account shall be allocated to all participating client accounts within the strategy, provided such client accounts have gross exposure capacity on a proforma basis, based upon the adjusted allocation net asset value. Purchases of existing positions may be adjusted to cause all client accounts to be in compliance with their relevant gross exposure limits; (e) investment opportunities may be disproportionately allocated up or down to a client account for balancing exposures among client accounts within the same strategy. For each issuer, exposure shall be determined by asset type, and, if applicable, further taking into consideration the profit and loss

Read the rest in the brochure

This item is not applicable.

The Adviser has adopted a Code of Ethics (the "Code") that obligates the Adviser and its related persons to put the interests of the Adviser’s clients before their own interests and to act honestly and fairly in all respects in their dealings with clients. All of the Adviser’s personnel are also required to comply with applicable federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting Jennifer Diagonale (the “Chief Compliance Officer”) by email at jdiagonale@contrariancapital.com or by telephone at (203) 862-8200. See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by related persons. The Adviser, or its related persons, in the course of their investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that the Adviser possesses such information), or not using such information for the client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. The Adviser does not engage in principal transactions. The Adviser’s Code contains policies governing personal securities transactions. As a general matter, the Adviser’s personnel are not permitted to engage in personal transactions for their personal securities accounts other than (i) to invest (through the Adviser’s 401(k) Plan or otherwise) in open-end investment companies (mutual funds), (ii) to invest in certain exchange traded funds, (iii) to invest through any account over which a related person has no direct or indirect influence or control (each, a “Non-Control Account”) or (iv) to sell legacy positions. In certain cases, the Chief Compliance Officer may allow such trading and ensure that any permitted trading by the Adviser’s personnel is conducted in a manner that does not adversely affect the Adviser’s clients and in recognition of the fiduciary duty owed by the Adviser to its clients. The Adviser requires its related persons to preclear all transactions (other than in open-end investment companies, certain exchange traded funds, dividend reinvestment programs and other automatic investment programs, and through Non-Control Accounts) in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on one or more of its clients. In addition, the Adviser’s Code prohibits the Adviser or its related persons from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by Compliance. All of the Adviser’s related persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis. Trading in employee accounts will be reviewed by the Chief Compliance Officer and compared with transactions for the client accounts and reviewed against the restricted securities list.

The Adviser or a related person may not execute a personal securities transaction in a personal account on a day during which the Adviser, on behalf of a client account, (i) executes a transaction in that security or (ii) has a pending "buy" or "sell" order for that security. Additionally, the Adviser or a related person may not buy or sell a security for a personal account within seven calendar days after a client account trades in that security. The Adviser’s Code also prohibits its related persons from serving as a director of any organization (including a publicly traded company or charitable organizations), without prior written authorization from the Chief Compliance Officer. Authorization will be based upon a determination that the board service would not be inconsistent with the interest of any client account. Related persons must submit to Compliance certain information about his or her immediate family members and close personal relationships and a description of any outside business activities, including personal or family-owned corporate entities in which the related person has a significant role. The Adviser’s Code requires its related persons to report gifts and business entertainment events to Compliance and in certain cases obtain preapproval.

The Adviser considers a number of factors in selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation. Such factors include, among others, financial stability of the broker-dealer; the actual executed price of the security and the broker-dealer's commission rates; research, if any; custodial and other services provided by such broker-dealers that are expected to enhance the Adviser's general portfolio management capabilities; the size and type of the transaction; the difficulty of execution and the broker-dealer’s ability to handle difficult trades; the operational facilities of the brokers and/or dealers involved (including back office efficiency); and the ability to handle a block order for securities and distribution capabilities. In selecting a brokerdealer to execute transactions (or series of transactions) and determining the reasonableness of the brokerdealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser's practice to negotiate "execution only" commission rates, thus a client may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Adviser’s head trader, the Chief Compliance Officer and other personnel of the Adviser, as necessary, conduct a quarterly evaluation of the broker-dealers used by the Adviser to execute client trades using the foregoing factors. The Adviser may receive research or brokerage from a broker-dealer and/or a third party in connection with client securities transactions. This is known as a "soft dollar" relationship. The Adviser has no soft dollar arrangements in place. To the extent the Adviser may enter into soft dollar arrangements in the future, the Adviser will limit the use of "soft dollars" to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)"). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. From time to time the Adviser may participate in capital introduction programs arranged by brokerdealers, including firms that serve as prime brokers to a private fund managed by the Adviser or recommend these private funds as an investment to clients. The Adviser may place client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution. In no event will the Adviser select a broker-dealer as a means of remuneration for recommending the Adviser or any other product managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs.

The Adviser has no soft dollar arrangements in place. To the extent the Adviser may enter into soft dollar arrangements in the future, the Adviser intends to stay within the Section 28(e) safe harbor. Furthermore, if the Adviser were to adopt soft dollar arrangements in the future, the Chief Compliance Officer would review such arrangements and determine whether specific disclosures must be provided to clients regarding these arrangements and the attendant conflicts of interest. The Adviser compensates third-party solicitors or other promoters for referrals or clients or private fund investors. The Adviser’s arrangements with third-party solicitors or other promoters may vary. Any compensation paid pursuant to these arrangements creates an incentive for the third-party solicitor or other promoter to recommend the Adviser, resulting in a material conflict of interest.

On February 21, 2024, the Adviser consented, without admitting or denying the findings therein, to the entry of an order issued by the SEC finding that on two occasions in 2020 it violated Rule 105 of Regulation M of the Securities Exchange Act of 1934. Rule 105 makes it unlawful to buy an equity security in an underwritten secondary public offering if the buyer sold short the same security during the Rule 105 restricted period. The short sales that took place in Contrarian’s advisory client accounts during the Rule 105 restricted period were effected when in-the-money call options were exercised and assigned to advisory clients during the Rule 105 restricted period. In settlement of this matter, the Adviser agreed to pay a civil money penalty of $140,000, disgorgement of $351,726.86 and prejudgment interest of $29,600.50, and to cease and desist from committing or causing any violations and any future violations of Rule 105. All of the amounts paid in settlement of this matter along with all related fees and expenses were borne by the Adviser. During the course of the SEC staff investigation the Adviser undertook certain remedial acts including revising its written Rule 105 procedures.

Each client account is reviewed by the portfolio manager of the Adviser, on an ongoing basis to determine whether securities positions should be maintained in view of current market conditions. Matters reviewed include specific securities held, adherence to investment guidelines and the performance of each client account. Each client will transmit reports and/or account statements to its investors pursuant to the terms of the client’s offering memoranda.

The Adviser and certain affiliated entities are deemed to have custody of the assets of pooled investment vehicles. Each of the Adviser and its affiliates intends to comply with Rule 206(4)-2 under the Advisers Act, by meeting the conditions of the pooled vehicle annual audit provision.

The Adviser provides investment advisory services on a discretionary basis to clients. Please see Item 4 for a description of any limitations clients may place on the Adviser’s discretionary authority. Prior to assuming full discretion in managing a client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. Unless otherwise instructed or directed by a discretionary client, the Adviser has the authority to determine (i) the securities to be purchased and sold for the client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines); and (ii) the amount of securities to be purchased or sold for the client account. Because of the differences in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held. The Adviser has adopted and implemented policies and procedures with respect to trade errors. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, they are to be (i) promptly reported to Compliance and (ii) subsequently corrected as soon as practicable. Trade errors will also be reported to and reviewed by the Adviser’s Risk Committee. Trade errors with respect to a client will be resolved in a manner consistent with the applicable standard of care set forth in the relevant organizational documents or investment advisory agreement. In the event of any material trade error, an explanatory memorandum will be prepared and maintained by the Chief Compliance Officer.

To the extent the Adviser has been delegated proxy voting authority on behalf of its clients, the Adviser complies with its proxy voting policies and procedures that are designed to ensure that in cases where the Adviser votes proxies with respect to client securities, such proxies are voted in the best interests of its clients. In the absence of specific voting guidelines from a particular client, the Adviser will vote proxies in the best interest of each particular client in light of the scope of services to which the Adviser and the client have agreed, which may result in different voting results for proxies from the same issuer. The Adviser believes that voting proxies in accordance with the following guidelines is in the best interest of its clients and, as such, will follow these general voting guidelines. However, it is anticipated that circumstances may arise where votes are inconsistent with these general guidelines. The Adviser generally votes in favor of routine corporate housekeeping proposals and has adopted specific guidelines with respect to proposals relating to the election of directors (where no corporate governance issues are implicated), selection of auditors, and increases in or reclassification of common stock. The Adviser generally votes against proposals that make it more difficult to replace members of the issuer’s board of directors, including proposals to stagger the board, cause management to be overrepresented on the board, introduce cumulative voting, introduce unequal voting rights and create supermajority voting. For all other proposals, the Adviser will determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others: (i) whether the proposal was recommended by management and the Adviser’s opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance. Adviser’s clients are not permitted to direct their votes in a particular solicitation. If a material conflict of interest between the Adviser and a client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client, and take other actions as deemed appropriate. Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a client’s proxies by contacting Chief Compliance Officer by email at legal@contrariancapital.com or by telephone at (203) 862-8200. The Adviser has authority to vote proxies with respect to client securities. Clients are asked not to contact the Adviser with questions about a particular solicitation.

This Item is not applicable.

Financial Information

Appendix, Item 2: Material Changes This annual update of this brochure as of March 27, 2026 reflects changes to the Adviser’s compliance policies and procedures and other clarifying changes since the Adviser’s annual amendment filed on March 28, 2025.