Conversant Capital LLC

Conversant Capital LLC (“Conversant”, the “Adviser”, the “Firm”, “we” or “our”) is a Delaware limited liability company and investment adviser with its principal place of business in Summit, New Jersey. The Firm was founded in February 2020 and registered with the SEC on November 17, 2020 as an investment adviser. The Firm was founded by Michael Simanovsky, who is the Managing Partner and Chief Investment Officer of Conversant. Mr. Simanovsky is the majority beneficial owner of and controls Conversant. Conversant is an asset manager focused on real estate and real estate-related sectors that provides investment advisory services on a discretionary basis to its clients (the “Advisory Clients” or the “Funds”), which include pooled investment vehicles that are structured as evergreen investment funds, closed-end drawdown investment funds, private special purpose vehicles and customized funds for co-investments or other special opportunities, in each case, intended for sophisticated investors that are able to bear the risk of loss. Each Fund follows investment guidelines and restrictions, as described in the Fund’s governing documents; however, Conversant does not tailor a Fund’s investment program for any particular Fund’s investor. Evergreen Investment Funds:

Conversant Opportunity Fund LP, Conversant Opportunity Offshore Fund LP and Conversant Opportunity Intermediate Fund LP are each feeder funds that invest substantially all their assets, directly or indirectly, through a single master fund, Conversant Opportunity Master Fund LP and its subsidiary, Conversant Opportunity Master Fund Sub LLC (collectively, the “Opportunity Funds”).

Private Special Purpose Vehicles:

Conversant Dallas Parkway (A) LP, Conversant Dallas Parkway (B) LP, Conversant Dallas Parkway (D) LP, Conversant Dallas Parkway (F) LP and Conversant Dallas Parkway (F) Offshore LP are private special purpose vehicles of the Opportunity Funds (collectively, the “Dallas Parkway Funds”);

Conversant Impact Fund (A) LP, Conversant Impact Fund (B) LP and Conversant Impact Fund (B) Intermediate LP are private special purpose vehicles of the Opportunity Funds (collectively, the “Impact Funds”);

Conversant MK Holdings Fund TE LP, Conversant MK Holdings Fund F LP, Conversant MK Holdings Intermediate Fund F LP and Conversant MK Holdings Fund LP are private special purpose vehicles of the Opportunity Funds (collectively, the “MK Holdings Funds”); and

Conversant Express Fund (A) LP and Conversant Express Fund (B) LP are private special purpose vehicles of the Opportunity Funds (collectively, the “Express Funds”, and collectively with the Dallas Parkway Funds, the Impact Funds, and the MK Holdings Funds, the “Private SPVs”).

Closed-End Investment Funds:

Conversant Private Investment Fund, L.P., Conversant Private Investment Fund TE, L.P., Conversant Private Investment Fund 892, L.P., Conversant Private Investment Fund F, L.P., CPIF K Co-Invest Fund, L.P. and CPIF Sparti SAF, L.P. are closed-end drawdown investment funds (collectively, “the CPIF Funds”).

Conversant SFR Fund LP and Conversant SFR Parallel Fund LP are standalone funds with a specialized investment strategy focused on single-family rental communities (collectively, the “SFR Funds”).

Conversant Project Finance Partners LP, along with CPFP Loan Feeder LP, a feeder fund that invests substantially all of its assets in Conversant Project Finance Partners LP (together, the “CPFP Funds”), are closed-end drawdown investment funds with a specialized investment strategy focused on an investment in a

credit-focused, third-party fund. The CPIF Funds are also entitled to a share of the management and performance fees paid to the third party fund’s investment manager (the “Revenue Sharing Agreement”). The Firm acts as an investment manager to the Funds pursuant to investment management agreements. Affiliates of the Firm, (i) Conversant GP, LLC (the “SFR General Partner”) serves as general partner of the SFR Funds, (ii) Conversant Private GP LLC (the “CPIF General Partner”) serves as the general partner of CPIF, (iii) Conversant GP Holdings, LLC (the “Opportunity Fund General Partner”) serves as the general partner of the Opportunity Funds and the Private SPVs, and Conversant Project Finance GP LLC (the “CPFP Fund General Partner”, and together with the SFR General Partner, the CPIF General Partner and the Opportunity Fund General Partner, the “General Partners” and each a “General Partner” or the “General Partner”, as the context requires) serves as the general partner of the CPFP Funds. Additional future Advisory Clients will be subject to investment objectives, management fees and performance-based compensation and other terms that are specific to each future Advisory Client and as set forth in the applicable governing documents of the future Advisory Client. On behalf of its Advisory Clients, the Firm invests opportunistically in real estate and real estate-related sectors across public and private markets through investments in public securities, control, and non-control positions in private equity, and acting as a capital solutions provider where we structure investments to address companies’ financing needs. In the public markets, we focus on small and mid-cap companies and industries undergoing change or transformations. In private markets, we focus on real estate operating platforms operating in highly fragmented end markets or niche real estate verticals. Our investment decisions and advice with respect to each Advisory Client will be subject to each Advisory Client’s investment objectives and guidelines, as set forth in its respective governing and offering documents. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, Conversant has $3,115,964,049 in regulatory assets under management. Conversant manages all of these assets on a discretionary basis and does not currently manage any assets on a non-discretionary basis.

A brief summary of the fees and compensation that is paid to the Firm for its advisory services is provided below with respect to each Advisory Client, but this summary is qualified in its entirety by the governing documents of each Advisory Client. Depending on the type of Advisory Client, such governing documents include private placement memoranda or offering circulars, limited partnership agreements, memorandum and articles of incorporation (the “Governing Documents”). It is critical that investors invested in any Advisory Client carefully review the Advisory Client’s Governing Documents in order to fully understand how the Firm and its affiliates are compensated for its advisory services and reimbursed or paid for their expenses. Management Fees paid by Funds The management fee applicable to each Advisory Client varies and is described in detail in the applicable Governing Document of each Advisory Client. In addition, management fees with respect to individual investors in each Advisory Client may vary, as described in greater detail in “Designated Investors” below.

The Opportunity Funds: The management fee charged with respect to the Opportunity Funds is generally charged at a rate of 1.5% per annum and is calculated at a quarterly rate equal to one-fourth of the net asset value of the capital account of each limited partner as of the beginning of each quarter, in each case before deduction of the management fee and accrual of any performance-based fee. The management fee is prorated for any contribution by a limited partner that is effective other than as of the first day of a quarter, based on the actual number of days remaining in such partial quarter.

The Private SPVs: With respect to investors in the Opportunity Funds who are invested in Private SPVs, the

management fee charged with respect to the Private SPVs is calculated using the same annual rates as used for the Public Management Fee (i.e., 1.5% per annum) but is based on each Private SPV’s net invested capital. With respect to co-investors in the Private SPVs, the Firm is paid a management fee based on Conversant’s agreement with such co-investor. The management fees for the applicable Funds are charged and paid quarterly in advance to the Firm and are charged pro rata to each investor’s interests in the respective Fund. There are no withdrawal rights associated with the Private SPVs.

The SFR Funds: The management fees payable by the SFR Funds to Conversant equal (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, 1.5% of the aggregate capital commitments of the investors in such Fund, and (ii) thereafter, 1.5% per annum of such Fund’s aggregate net invested capital. The management fees for the SFR Funds are charged and paid quarterly in advance to the Firm and are charged pro rata to each investor’s interests in the respective Fund. There are no withdrawal rights associated with the SFR Funds.

CPIF Funds: Other than Sparti SAF, which pays no management fees to Conversant and CPIF K Co-Invest Fund, the management fees payable by the CPIF Funds to Conversant equal (i) during the investment period and so long as management fees do not begin to accrue with respect to a successor fund, the percentage of the aggregate capital commitments of the investors as described in each of the CPIF Funds’ offering documents (which is generally 1.5%), and (ii) thereafter, an annual percentage, as described in each of the CPIF Funds’ offering documents, of such Fund’s aggregate actively invested capital (generally 1.5% per annum) . The management fees for the CPIF Funds are charged and paid quarterly in advance to the Firm and are charged pro rata to each investor’s interests in the respective Fund. There are no withdrawal rights associated with the CPIF Funds.

Incentive Allocation (Performance-Based Compensation) The performance-based compensation, or incentive allocation, applicable to each Fund is described in more detail in the applicable Fund’s Governing Documents.

The Opportunity Funds: The General Partner (or another affiliate of the Firm) receives an annual incentive allocation from the Opportunity Funds, which is calculated, in each case, based on a share of net capital appreciation of the assets of an investor in the Opportunity Funds. The performance-based compensation applicable to each Opportunity Funds investor varies and will generally be calculated at a rate that ranges from 17.5% to 20.0% (depending on the series of interests/shares) and is subject to a loss carryforward and an annual hurdle rate of 4%. Exceptions occur when an investor withdraws/redeems from a Fund, in which case the incentive allocation is determined and allocated at such time. The incentive allocation with respect to a Fund is calculated by the Fund’s administrator and deducted by the administrator and reallocated to the General Partner pursuant to instructions from the Firm. Incentive allocation is made to the General Partner as a reallocation of profits.

Carried Interest (Performance-Based Compensation Based on Distributions) With respect to the Private SPVs, the SFR Fund, CPIF, and the CPFP Funds, the General Partner (or another affiliate of the Firm) is entitled to performance-based compensation, known as carried interest, to the extent distributions from the funds are made to limited partners in an amount that exceeds their capital contributions plus a specified minimum return on that capital, which is generally 8%. The Carried Interest applicable to the Private SPVs, the SFR Fund, CPIF, and the CPFP Funds generally ranges between 17.5% and 20%, in each case based on the amount and initial dates of capital committed to the applicable Fund and calculated in accordance with specified terms as described in greater detail in each Fund’s Governing Documents. Expenses related to Funds Conversant is authorized to incur and pay in the name and on behalf of the Funds all expenses which they deem necessary or advisable.

The Firm is responsible for and shall pay, or cause to be paid, all of their own ordinary administrative and overhead expenses, including, without limitation, all costs and expenses related to rent, furniture, fixtures, equipment, office supplies, clerical expenses and all salaries, bonuses and benefits paid to, or on behalf of, personnel of the Firm. The Funds bear all other expenses, which include, without limitation, the following expenses incurred by or allocable to the Funds: Each Fund pays for all of its own expenses as detailed in the Governing Documents of such Fund. The Funds shall pay, and/or reimburse the General Partner and/or the investment manager for, all expenses related to the organizational, business, operations and investment activities of the applicable Fund, including, without limitation, all expenses related to organizing the Funds, including legal and accounting fees, printing and mailing expenses and government filing fees; all expenses incurred in connection with the offer and sale of Interests, including, without limitation, the preparation and amendment of the Funds’ Governing Documents; and fees and expenses of the investment manager incurred in connection with “world sky” matters and private placement regimes and Form D and blue sky and similar fees and expenses); all third party administration, valuation, accounting, tax preparation, audit, bookkeeping, tax audit, investigation, settlement or review, legal expenses , risk management expenses (including software licensing and consultants’ fees), compliance and other professional fees and expenses of, or relating to, the Fund; bank service fees, interest on loans and debit balances, interest on margin accounts and other indebtedness, borrowing charges on securities sold short; all Fund investment related costs and expenses, including, without limitation, all consulting fees, custodial fees, trustees fees, and fees and expenses associated with the purchase, sale or transmittal of assets (including, the acquisition, holding and disposition thereof or related thereto); insurance costs (including allocable share of the cost of D&O and E&O insurance for the investment manager and the General Partner); fees and expenses of the Funds’ regulatory compliance, including, but not limited to Schedules 13G and 13D, and other filings under Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); all expenses of liquidating and winding-up the Fund; the management fees; governmental fees and taxes; and extraordinary expenses, including, without limitation, the following: the costs of any litigation or investigation involving the activities of the Funds (including attorney’s fees and investigative fees and expenses); tax audits (including attorney fees and fees of other professional advisors) or any settlements thereof, the cost of settlements and indemnification expenses (including advances thereof); commissions, brokerage fees, investment banking fees or similar charges incurred in connection with the disposition of an investment; and any sales or other taxes which may be assessed against the Fund. In general, each investor will bear its proportionate share of the Funds’ expenses on a pro rata basis with respect to the size of such investor’s capital account(s) or with respect to the relative net asset value of the shares held by such investor, as applicable. Notwithstanding the foregoing, the General Partners and/or the Firm, as applicable, may specially allocate the expenses described herein in any other manner, including by allocating certain expenses to certain (but not all) investors, if the General Partners and/or the Firm, as applicable, reasonably determines, in its discretion, that it is more equitable to do so. To the extent that expenses to be borne by the Funds are paid by the Firm or its affiliates, the Funds will reimburse the Firm or its affiliates for such expenses. We may waive any such reimbursement with respect to any Fund expenses. Any waiver by us for reimbursement of any Fund expenses shall not serve as a waiver of reimbursement for any future Fund expenses to be paid by us or our affiliates. Neither the Firm nor its employees accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products. In addition, Advisory Clients incur brokerage and other transaction costs. Please refer to Item 12 of this Brochure for a discussion of the Firm’s brokerage practices and treatment of trade errors (including expenses associated therewith). Designated Investors Conversant has and may waive, reduce or calculate differently the management fee and incentive allocation with respect

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The Firm expects to make investment decisions on behalf of the Funds after a detailed and thorough investment process. The Firm expects the investment process to begin by identifying sector headwinds and tailwinds and certain companyspecific opportunities. The Firm, as part of its diligence, will attempt to determine the current phase of the economic cycle, including distinct phases within specific sectors of the real estate market, and assess credit market conditions. As a result of such research, once the Firm identifies emerging themes in its research, it expects to focus on certain subsectors for company-specific opportunities and target company capital structures that it believes are mispriced, in dislocation, out of favor and/or facing uncertainties but that still have multiple paths to value realization with an asymmetric risk/reward opportunity. In addition, the Firm can also pursue idiosyncratic opportunities in real estate and adjacent sectors outside of thematically driven investments. The investment process is anticipated to consist of thesis generation, thesis analysis, decision making, execution and risk management. The Firm contemplates sourcing investment ideas from research, extensive contacts with industry leaders, investment history, management teams and other market participants, relationships with legal and financial advisors, proprietary screens, and subscription services. Such investment ideas may then be considered by the Firm based on perceived potential return, risk, liquidity and overall fit with the applicable Fund’s other investments and investment objectives. Through this process, the Firm expects to acquire a deep fundamental understanding of investment opportunities and their value drivers. The Firm further expects to perform in-depth valuation analysis, identify the fulcrum security through claim analysis and waterfall modeling, assess the catalysts and paths to value realization and calculate a probability weighted upside/downside ratio based on a range of potential outcomes. The Firm’s approach incorporates a balance of assessing upside potential alongside specific analysis of risk and downside scenarios across a range of macro and micro drivers.

RISKS The Firm seeks to manage risk actively in order to protect capital and enhance the stability of returns in its Funds’ portfolios. The Firm’s investment decision making process is thoroughly grounded in a risk/return decision at the individual investment level, while also considering the overall Fund composition and leverage. The Firm will seek to limit the Funds’ investments by sector, asset size, regional focus, and investment style to mitigate risks across the portfolio. The Firm intends to monitor each investment, repeatedly challenge its investment thesis and revisit its information set to analyze any discrepancies in prior assumptions made at the initiation of an investment. If new information renders the original investment thesis invalid, the Firm may seek to initiate the applicable Fund’s exit from such investment. The Firm will seek the preservation of the Funds’ capital and actively monitor each position. It may seek to hedge currency, interest rate and other risks, as deemed appropriate in its discretion. Investing in securities involves significant risks, including the risk of loss of some or all of an investment. An investment by investors in an Advisory Client may be deemed speculative and is not intended as a complete investment program as each Advisory Client is designed only for experienced and sophisticated persons who are able to bear the risk of substantial impairment or total loss of their investment. Prospective investors should speak with their legal, tax and financial advisors prior to making an investment with the Firm. The following summary identifies the material risks related to the Firm's significant investment strategies and should be carefully evaluated before making an investment with the Firm; however, the following does not intend to identify all possible risks of an investment with the Firm or provide a full description of the identified risks. It is critical that investors refer to the relevant Advisory Client Governing Documents in order to obtain a complete understanding of the risks associated with an investment in an Advisory Client. PRIMARY MARKET RISKS General Economic and Market Conditions. The real estate industry generally and the success of an Advisory Client’s investment activities will both be affected by general economic and market conditions, as well as by changes in laws, currency exchange controls, and national and international political and socioeconomic circumstances. These factors may affect the level, volatility, value and liquidity of an Advisory Client’s investments, which could impair an Advisory Client’s profitability or result in losses. In addition, general fluctuations in interest rates may affect an Advisory Client’s investment opportunities and the value of an Advisory Client’s investments. Continued periods of lackluster economic growth in the U.S. and global economies (or any particular segment thereof) may have a pronounced impact on an Advisory Client and could adversely affect an Advisory Client’s profitability, and may otherwise impair an Advisory Client’s ability to effectively deploy its capital or achieve attractive risk-adjusted returns. Political and Economic Conditions. An Advisory Client’s investments may be adversely affected by changes in economic conditions or political events that are beyond its control. For example, a stock market break, the outbreak of hostilities involving the United States, or the death of a major political figure may have significant adverse effects on an Advisory Client’s investment results. Other factors, such as changes in U.S. federal or state tax laws, U.S. federal or state securities laws, bank regulatory policies or accounting standards, may make corporate acquisitions less desirable. Similarly, legislative acts, rulemaking, adjudicatory or other activities of the U.S. Congress, the SEC, the U.S. Federal Reserve Board, the New York Stock Exchange, the Financial Industry Regulatory Authority (“FINRA”), or other governmental or quasi-governmental bodies, agencies and regulatory organizations may make the business of an Advisory Client less attractive. Business Continuity. Various force majeure events, including acts of God, natural disasters like fire, flood or earthquakes, wars, terrorist acts, cyber-attacks, technology and / or power failures, labor strikes, or geopolitical or other extraordinary, or other unforeseen circumstances or events, may materially disrupt the Firm’s, a Fund’s, or third party manager’s business and operations, or the business and operations of any counterparty or service provider to any such party, and any Fund and / or third party managed fund could be adversely affected thereby. For example, if a significant number of Conversant’s personnel were to be unavailable in a force majeure event (such as war or terror attack), Conversant’s ability to effectively manage the Funds could be severely compromised. In addition, the cost to the Funds, Conversant or its affiliates of repairing or replacing damaged assets or systems resulting from such force majeure event could be considerable. While Conversant has adopted certain policies and procedures designed to restore and / or continue Conversant’s business and operations in such situations, there is no guarantee that such policies and procedures

will be effective in any of such situations or will be implemented in time, and the Funds may be adversely affected thereby. Interest Rate Fluctuations; Inflation. The prices of some investments tend to be sensitive to interest rate fluctuations and unexpected fluctuations in interest rates could cause the corresponding prices of the long and short portions of a position to move in directions which were not initially anticipated. For example, 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. These price fluctuations tend to be greater for long-term securities than for short-term securities. In addition, interest rate increases generally will increase the interest carrying costs to an Advisory Client of borrowed securities, leveraged investments and other indebtedness. Global central banks, including the Federal Reserve, began addressing the current inflationary environment by increasing policy interest rates. Governmental efforts to curb inflation often have negative effects on the level of economic activity. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. If an investment is unable to pass any increases in its costs along to its customers and/or tenants, it could adversely affect its results. In addition, any projected future decreases in an investment’s operating results due to inflation could adversely impact the fair value of that investment. Any decreases in the fair value of an investment could result in future unrealized and/or realized losses and therefore reduce an Advisory Client’s net assets resulting from operations and/or its returns. There can be no assurance that inflation will not become a serious problem in the future and have an adverse impact on an Advisory Client’s returns. Financial Markets and Regulatory Change. Market disruptions and the dramatic increase in the capital allocated to alternative investment strategies during recent years have led to increased governmental as well as self-regulatory scrutiny of the private fund industry in general. The laws and regulations affecting such businesses continue to evolve in an unpredictable manner. Laws and regulations, particularly those involving taxation, investment and trade, applicable to an Advisory Client’s activities can change quickly and unpredictably, and may at any time be amended, modified, repealed or replaced in a manner adverse to the interests of an Advisory Client. It is impossible to predict what, if any, changes in regulation applicable to an Advisory Client or the investment manager, the markets in which they trade and invest or the counterparties with which they do business may be instituted in the future. An Advisory Client or the investment manager may be or may become subject to unduly burdensome and restrictive regulation. Risks Arising From the Absence of Regulatory Oversight. Advisory Clients are not, and will not be, registered as investment companies under the Investment Company Act in reliance upon an exemption available to privately offered investment companies and, accordingly, the provisions of the investment Company Act intended to provide various protections to investors (which, among other things, require investment companies to have a majority of disinterested directors, provide limitations on leverage, limit transactions between investment companies and their affiliates, require securities of an investment company held in custody to be individually segregated at all times from the securities of any other person and marked to clearly identify such securities as the property of such investment company, and regulate the relationship between the adviser and the investment company) are not applicable. Availability of Suitable Investment Opportunities. An Advisory Client will compete with other potential investors to acquire interests in its targeted investments. Certain of an Advisory Client’s competitors may have greater financial and other resources and may have better access to suitable investment opportunities. There can be no assurance that an Advisory Client will be able to locate and complete suitable investments that satisfy an Advisory Client’s objectives. Diversification. An Advisory Client is under no obligation to diversify its investments, whether by reference to the amount invested, geographic region, industry, asset or transaction type. If an Advisory Client intends to concentrate its investments in certain sectors, such investments are likely to be more susceptible to fluctuations in value resulting from adverse economic and business conditions with respect thereto. While diversification is an objective of the Firm, there is no assurance as to the degree of diversification that will actually be achieved in an Advisory Client’s investments. Therefore, a potential investor should only invest in an Advisory Client as part of an overall investment strategy, and only if the investor is able to withstand a total loss of its investment in an Advisory Client. Given Conversant’s investment team’s experience in certain core industries and the structural requirements of operating an Advisory Client, an Advisory Client may seek to make investments in a single industry segment, in a limited

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Conversant provides investment advisory services to the Funds, as described in Item 4 above. Investors in the Funds can include institutional investors (including endowments, pension plans, charitable organizations, and sovereign/governmental investors), high net worth individuals, family offices, financially sophisticated individuals and employees of the Firm. U.S. investors must be “accredited investors” under the meaning of Regulation D of the Securities Act of 1933, as amended and “qualified purchasers” or “knowledgeable employees” (as defined in Section 2(a)(52) of the Investment Company Act of 1940, as amended). With respect to the Funds, any initial and additional subscription minimums from investors are disclosed in the relevant Governing Documents; however, the General Partner has discretion to waive the minimum amounts and accept lesser subscription amounts. The General Partner exercises its discretion to waive the minimum subscription amounts on a case-by-case basis. The Firm has and may in the future enter into additional agreements, or “side letters”, with certain prospective or existing investors in pooled investment vehicles whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in the applicable Governing Documents of a Fund, without notice to, or consent of, other investors in the applicable Fund. For example, certain government-related investors, as a condition of their investment, may require that the Firm agree to certain notifications or to comply with the investor’s status-specific requirements. In addition, the terms and conditions of side letters have and may provide for special rights to make future investments; special redemption rights generally relating to regulatory issues; or such other rights as may be negotiated by the Funds and such investor.

As described in greater detail in the Advisory Client Governing Documents, and as noted in Item 5 of this Brochure, certain Advisory Client allocate to the General Partners (which are affiliates of Conversant) an incentive allocation based on the performance of such Advisory Client, or a targeted carried interest distribution based on the return of capital to investors of such Advisory Client. The rates applicable to such performance-based compensation vary from Advisory Client to Advisory Client, and even within an Advisory Client based on the series of interests. In addition, certain personnel of the Firm are compensated on a basis that includes a performance-based component. Although the right to receive an incentive allocation or carried distribution is generally viewed as aligning the interests of the Firm and its Advisory Clients, conflicts arise from such arrangements, for example:

The General Partners’ receipt of incentive allocation or carried distribution may motivate Conversant to make investments that are riskier or more speculative than it would make if its affiliate did not receive a performance-based compensation.

Certain Advisory Clients may have higher management fees or incentive allocation or carried interest rates which are more favorable to Conversant than other Advisory Clients. As a result, Conversant may seek to favor one Advisory Client over another in allocating investment opportunities.

The Firm manages more than one Advisory Client with varying investment objectives, and to mitigate the risk of favoring one Advisory Client over another, the Firm has implemented policies and procedures relating to the allocation of investment opportunities and related expenses among multiple Advisory Clients. Conversant recognizes that it is a fiduciary and as such must act in the best interests of its Advisory Clients.

Neither we nor our management persons are registered as a broker-dealer, and neither of us has any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer, respectively.

The Firm has adopted a Code of Ethics (the “Code”) that obligates the Firm and its personnel to put the interests of the Firm’s Advisory Clients before their own interests and to act honestly and fairly in all respects in their dealings with Advisory Clients. Our employees are required to certify their adherence to the terms set forth in the Code upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code provisions. Subject to certain exceptions, Conversant employees must obtain written pre-approval from the Chief Compliance Officer or his designee before trading in any securities for their personal accounts or the accounts of members of their household. Conversant’s Chief Compliance Officer or his designee may refuse to approve any proposed transaction for any reason, particularly if the transaction may pose a potential or actual conflict of interest with of the Funds. Generally, Conversant employees may not effect transactions in securities for their own accounts, or for accounts in which they have an interest or control, if such securities are simultaneously contemplated for purchase or sale for Fund accounts or are already held in the Funds. Employees must also obtain pre-approval from the CCO before: (i) engaging in any outside business activities; or (ii) making any private investments. The Firm, in the course of its investment management and other activities, may come into possession of confidential or material, nonpublic information about issuers, including issuers in which Conversant or its Funds have invested or seek to invest on behalf of clients. The Firm and its personnel are prohibited from improperly disclosing or using such information for their own benefit or for the benefit of any other person, regardless of whether such other person is an Advisory Client. In certain circumstances, the Firm 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 Firm will be prohibited from communicating such information to the Advisory Clients(s) or using such information for the benefit of the client(s) or themselves. In such circumstances, Conversant will have no responsibility or liability to the Advisory Clients(s) for not disclosing such information to the Advisory Clients(s) (or the fact that the Firm possesses such information), or not using such information for the benefit of the Advisory Clients(s), as a result of following Conversant’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. Advisory Clients or prospective clients may review a copy of the Code at the Firm’s premises by contacting Mr. Paul Dumaine, the Firm’s Chief Compliance Officer, by telephone at (908) 466-5050 or email: pdumaine@conversantcap.com.

Conversant is authorized to determine the broker-dealer to be used for executing securities transaction for the Funds. Conversant considers a number of factors in selecting a broker-dealer or counterparty to execute transactions. Such factors include, but are not limited to, such broker’s or dealer’s ability to effect such transactions, and its resources, responsiveness and reliability, market or product knowledge, market standing, integrity and financial responsibility. In selecting a broker-dealer or counterparty to execute transactions and determining the reasonableness of the brokerdealer’s compensation, the Firm does not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not Conversant’s practice to negotiate “execution only” commission rates; thus, a Client

is deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. Section 28(e) of the Exchange Act is a “safe harbor” that permits an investment manager to cause a client to pay more than the lowest possible commissions rate in order to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Among other things, the safe harbor permits an investment manager to use client commissions to offset certain expenses that it would otherwise be obligated to pay for itself. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act. Neither Conversant nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors in the Funds in selecting or recommending broker-dealers for the Funds. The Advisory Clients will on occasion experience errors with respect to trades made on its behalf. Conversant will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a counterparty’s gross negligence or willful misconduct, Conversant may seeks to recover any losses associated with such error from the counterparty. Pursuant to the Funds’ Governing Documents, Conversant and its affiliates and personnel will generally not be liable to the Advisory Clients for any act or omission resulting in a trade error, absent gross negligence or willful misconduct. As a result, the Advisory Clients (and not Conversant) will benefit from any gains resulting from trade errors and will be responsible for any losses (including additional trading costs) resulting from trade errors and similar human errors, absent gross negligence or willful misconduct. From time to time, and where permitted by applicable law and a Fund’s governing documents, we may cause one client account to buy a security or other instrument directly from another client account (a “Cross-Trade”). Cross-Trades can be used to seek to reduce transaction costs, warehouse an investment, facilitate rebalancing, or provide liquidity to one client account when another client account seeks to take the opposite side of the transaction. Cross-Trades present conflicts of interest because we represent both the buyer and the seller and therefore have an incentive to favor one client over another. For example, we could be incentivized to benefit a client that pays higher fees, including performance-based compensation, or to benefit the client that is otherwise strategically important to us. There could also be an incentive for us to use Cross-Trades to address liquidity needs or position limits for one client at the expense of another; and because there is no independent market counterparty negotiating terms, the process for determining price and allocation presents inherent fairness concerns. When we effect a Cross-Trade, we seek to execute the transaction at a price we believe is fair and reasonable to both clients in accordance with our valuation policies and procedures. Depending on the instrument and circumstances, pricing can be based on one or more of the following, as applicable: the last sale price or current market price for exchange-traded instruments; a mid-market price within the prevailing bid-ask spread; an independent third-party pricing source; dealer quotations; and/or another valuation methodology described in, and applied consistently with, our valuation policies and procedures. There can be no assurance that the Cross-Trade price will be the same as (or as favorable as) the price that either client account could have obtained in an arm’s-length market transaction. We will engage in Cross-Trades only where authorized by the Funds’ applicable governing documents and, as applicable, with any required client consent. We maintain policies and procedures intended to mitigate conflicts associated with Cross-Trades. These procedures may include, as applicable: pre-trade review and approvals; documentation of the rationale for the Cross-Trade; documentation of the pricing methodology used and relevant market data; size/volume limitations; post-trade review; and periodic compliance testing. Because Cross-Trades are effected directly between client accounts, they may reduce or eliminate certain brokerage commissions; however, other costs may apply (including legal, custodial or administrative charges). Cross-Trades may also reduce market impact for one or both accounts, but may limit the ability to obtain price improvement through market execution.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals. From time to time, we may engage one or more third-party placement agents, solicitors, finders, or other marketing representatives (each, a “Placement Agent”) to introduce prospective investors to certain private funds or other investment vehicles we advise or manage. The amount and form of compensation varies by Placement Agent, investor, jurisdiction, product, and time period and can include the payment of an up-front placement fee based on capital commitments or amounts invested by introduced investors or the payment of an ongoing fee based on invested capital, committed capital, or assets under management attributable to introduced investors. Placement Agents may also be reimbursed for certain reasonable out-of-pocket expenses in accordance with the terms of their agreement. In certain cases, fees payable to Placement Agents are paid from Fund accounts or reflected in Fund expenses (and are therefore indirectly borne by investors), in each case as described in the applicable offering documents. In other cases, we pay such fees from our own resources. With respect to placement agent fees paid by the CPIF Funds, placement agent fees are allocated to the investor for which the placement agent fee originated, along with a corresponding offset to the management fee charged to such investor. Prospective investors should review the applicable Fund’s offering documents for more information regarding any placement agent arrangements and related fees and expenses. Compensation paid to a Placement Agent creates a conflict of interest because it can motivate the Placement Agent to recommend an investment in a fund we advise over other investment opportunities. In addition, to the extent a Placement Agent’s compensation is tied to the amount invested, the Placement Agent has an incentive to encourage a prospective investor to invest larger amounts or to invest more quickly. We seek to manage these conflicts by, among other things, entering into written agreements with Placement Agents, conducting diligence on and oversight of the Placement Agents we engage, and requiring Placement Agents to represent that their marketing activities will be conducted in compliance with applicable law. We generally engage Placement Agents we believe are appropriately registered or exempt from registration, as applicable (for example, as broker-dealers or investment advisers, or pursuant to an available exemption), and we may require them to comply with applicable regulatory requirements, including delivery of required disclosures. However, we cannot guarantee that a Placement Agent will comply with all legal requirements in all circumstances.

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

The investment objective of each Advisory Client is set forth in the Advisory Client’s Governing Documents. The active management of the Advisory Clients is the only business of Conversant. Our investment professionals continuously monitor and analyze the transactions and positions of the Funds to ensure that they conform with the investment objectives and guidelines that are stated in the Fund’s Governing Documents. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Investors in the Advisory Clients receive written reports in accordance with the terms of each Advisory Client’s Governing Documents. Investors in the Funds receive monthly or quarterly account statements from the respective Fund’s third party fund administrator regarding their capital accounts. Audited year-end financial statements are provided annually to investors in Funds. In addition, investors in the Opportunity Funds receive monthly reports, which may include certain information relating to investment performance and investment themes.

We are deemed to have custody of Client funds and securities because we have the authority to obtain Client funds or securities, for example, by deducting advisory fees from a Client's account or otherwise withdrawing funds from a Client's account. Account statements related to the Clients are sent by qualified custodians to Conversant.

We comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (i.e., the “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Funds’ annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB), we will distribute the Funds’ audited financials to Investors. Audited financials for the “fund-of-funds” will be distributed within 180 days of fiscal year-end. All other Funds’ audited financials will be distribution within 120 days of fiscal year end. Investors are encouraged to contact the Firm if audited financials are not received timely or if there are any questions as to the contents of such financial statements.

The Firm provides investment advisory services to its Advisory Clients on a discretionary basis. Prior to assuming discretion over an Advisory Client’s assets, the Firm enters into an investment management agreement or other agreement that sets forth the scope of the Firm’s discretion. The Firm has full discretionary authority to determine the securities or other financial instruments and the amount of the securities or other financial instruments to be purchased or sold for each Advisory Client, subject to that Advisory Client’s investment objectives, guidelines and restrictions set forth in its Governing Documents.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Advisory Client’s best interests and is in line with the Advisory Client’s investment objectives. The Firm determines whether and how to vote corporate actions and proxies on a case-by-case basis, and will:

Attempt to consider all aspects of the vote that could affect the value of the issuer or that of the Advisory Client. Vote in a manner that it believes is consistent with the Advisory Client’s stated objectives. Generally, vote in accordance with the recommendation of the issuing company’s management on routine and administrative matters, unless the Firm has a particular reason to vote to the contrary.

In fulfilling its obligations to clients, the Firm endeavors to act in a manner that will enhance the economic value of the underlying securities held by each of its Advisory Clients. In some cases, Conversant may abstain from voting or may affirmatively decide not to vote if it determines that abstaining or not voting is in the best interests of the Advisory Clients. Investors in the Advisory Clients are not permitted to direct the votes in a particular solicitation. If a material conflict of interest between the Firm and an Advisory Client exists related to voting the proxies on behalf of the client, the Firm will determine whether voting in accordance with the guidelines set forth in its proxy voting policies and procedures is in the best interests of the client or whether to take some other appropriate action. Advisory Clients may review a copy of the Firm’s proxy voting policies and procedures and information about how the Firm voted proxies by contacting Mr. Paul Dumaine, the Firm’s Chief Compliance Officer by telephone at (908) 4665050 or email: pdumaine@conversantcap.com.

The Firm is not required to include a balance sheet for its most recent fiscal year. The Firm does not believe that there are any conditions that are reasonably likely to impair the Firm’s ability to meet contractual commitments to clients. The Firm has never been the subject of a bankruptcy petition.