Discerene Group LP

Discerene Group LP, a Delaware limited partnership, is an investment adviser which provides discretionary investment advisory/management services to private investment funds, including Diakrisis Fund LP, Sagacia Fund LP, and Sabiduria Fund LP, each a Delaware limited partnership, Sagacia Offshore Fund LP, a Cayman Islands exempted limited partnership, Diakrisis Offshore Fund Ltd., a Cayman Islands exempted company, (the “Discerene Funds”), special purpose investment vehicles, each a Delaware limited partnership (the “SP Funds” and, collectively with the Discerene Funds, the “Funds” and each as “Fund”) and separately managed accounts (the “SMAs”). References throughout this document to “Clients” refer to the Funds and the SMAs, unless the context clearly suggests otherwise. The Adviser commenced operations in June 2010. As of December 31, 2025, the Adviser managed $2,532,000,000 in regulatory assets, all of which are managed on a discretionary basis. The Adviser does not manage any assets on a non-discretionary basis.

The Adviser’s primary investment objective is to achieve long-term capital appreciation by investing Client assets in portfolios of global securities. Depending on the Client mandate, the Adviser employs either a long-short or long-only investment strategy using a bottom-up fundamental valuation approach. For Clients with long-short mandates, short selling is done if believed to be sufficiently compelling and in line with each Client’s investment guidelines and pursuant to such Client’s Offering Documents (as defined below). Investments are made in the stocks of U.S. and non-U.S. issuers, including issuers in emerging markets. In addition to its core investment strategies, the Adviser may employ other investment strategies it deems appropriate, particularly through SP Funds, and may invest in and trade a variety of securities, instruments, and investments. The Adviser provides investment advisory services to the Clients based on each Client’s specific investment objective and strategy. The Adviser does not tailor its advisory services to the individual needs of investors in the Funds. The Adviser does not participate in wrap fee programs.

SP Fund and SMA investors may elect to impose restrictions on certain types of transactions. Any such limitations are addressed in each such SP Fund’s governing documents or SMA investment management agreement. A Client’s private placement memorandum, investment management agreement, limited partnership agreement, and/or other governing documents are collectively referred to herein as “Offering Documents.”

Mr. Soo Chuen Tan is the President of the Adviser and sole owner of the Adviser’s general partner, Discerene Holdings Inc. Prior to founding the Adviser, Mr. Tan worked at Deccan Value Advisors, the Baupost Group, Halcyon Asset Management, and McKinsey & Company. Mr. Tan received a Bachelor of Arts degree in Jurisprudence from Oxford University and a Master of Business Administration degree from Harvard Business School.

All fees are subject to negotiation at the Adviser’s discretion. Management Fees

Diakrisis Fund LP: The Adviser charges a quarterly management fee, which varies by class of interests, generally from 0.00% to 0.75% annualized, based on the opening capital account balance of each Fund investor for a calendar quarter. Management fees are payable quarterly in advance.

Diakrisis Offshore Fund Ltd.: The Adviser charges a quarterly management fee, which varies by class of interests, generally from 0.00% to 0.75% annualized, based on the opening capital account balance of each Fund investor for a calendar quarter. Management fees are payable quarterly in advance.

Sagacia Fund LP: The Adviser charges a quarterly management fee, which varies by class of interests, generally from 0.00% to 0.75% annualized, based on the opening capital account balance of each Fund investor for a calendar quarter. Management fees are payable quarterly in advance.

Sagacia Offshore Fund LP: The Adviser charges a quarterly management fee, which varies by class of interests, generally from 0.00% to 0.75% annualized, based on the opening capital account balance of each Fund investor for a calendar quarter. Management fees are payable quarterly in advance. Sabiduria Fund LP: The Adviser charges a quarterly management fee, which varies by class of interests, generally from 0.00% to 0.75% annualized, based on the opening capital account balance of each Fund investor for a calendar quarter. Management fees are payable quarterly in advance.

SP Funds and SMAs: In general, for the SP Funds and SMAs, the Adviser charges a management fee at a rate that is negotiated between the Client and the Adviser. The specific way fees are charged by the Adviser is established in a Client’s Offering Documents. The Adviser will generally bill its management fees on a monthly or quarterly basis, either in advance or arrears. Investors may also elect to be billed directly for fees, or to authorize the Adviser to directly debit fees from Client accounts.

For the Funds, management fees are prorated for each capital contribution and withdrawal made during the applicable calendar quarter. SMAs initiated or terminated during a calendar quarter are charged a prorated fee. Upon termination of any account, any prepaid and unearned fees are promptly refunded, and any earned and unpaid fees will be due and payable, subject to the conditions of a Client’s Offering Documents.

Termination and Withdrawal Fees Termination/early-withdrawal fees and terms are negotiated with SP Funds and/or SMA investors individually.

Performance Allocations and Fees

The Adviser charges performance allocations and fees to certain qualified investors. For information regarding the performance allocations and fees charged, please see the relevant Client Offering Documents. Operating Expenses

Clients bear all operating expenses and other costs of their investment activities, including (as applicable), but not limited to:

accounting, bookkeeping, auditing, and tax preparation fees and expenses legal fees and expenses fees and disbursements of third parties performing work benefiting the Client insurance and bonding costs all trading expenses and transaction costs, including, but not limited to, brokerage commissions and expenses relating to short sales, clearing and settlement charges, interest on loans and debit balances, margin interest, broker service fees, and other clearing and custodial expenses fees or assessments in connection with any regulatory registrations, qualifications and/or approvals of the Client or the Adviser, and related compliance fees and expenses, deemed appropriate by the Adviser such research and portfolio management expenses as the Adviser shall deem appropriate, which may include, but are not limited to, expenses incurred in connection with due diligence investigations or research as to investments or potential investments, including travel, lodging, and other expenses incurred in connection with visits to companies, meetings, research symposiums and communications with company management, security holders, analysts and other third parties, costs of research reports, consultants, data feeds and databases, news wires and quotation services, periodical subscription fees, and costs of software (including risk control and market analytic software) utilized by the Adviser in connection with managing Client portfolios the cost of preparation and distribution of reports and statements all filing and recording fees all custodial fees and bank service fees all applicable federal, state, local, and foreign taxes extraordinary expenses.

The Adviser has no financial interest in any operating expenses borne by Clients, provided that with respect to any “soft-dollar” arrangements established or entered into by the Adviser with any brokerage firm, the Adviser obtains products or services that qualify as “research and brokerage services” within the meaning of Section 28(e) of the Securities Act of 1934, as amended.

Item 12 further describes the factors that the Adviser considers in selecting or recommending broker-dealers for Client transactions and determining the reasonableness of their compensation (e.g., commissions).

Investing in securities involves risk of loss that Clients should be prepared to bear.

The Adviser’s primary investment objective is to achieve long-term capital appreciation. The Adviser seeks to achieve this objective by investing Client assets in portfolios of global securities. Depending on the Client mandate, the Adviser employs either a long-short or longonly investment strategy using a bottom-up fundamental valuation approach. For Clients with long-short mandates, short selling is done if believed to be sufficiently compelling and in line with each Client’s investment guidelines and pursuant to such Client’s Offering Documents.

In addition to its core investment strategies, the Adviser employs other investment strategies it deems appropriate, particularly in SP Funds and SMAs, and invests in and trades a variety of securities, instruments, and investments. In the absence of finding enough investments that meet the Adviser’s investing criteria, Client accounts will be invested in cash or cash equivalents, including, without limitation, short-term U.S. government securities, bank deposits, and money market instruments. The Adviser anticipates holding sizeable cash positions in certain Client accounts.

An investment in the Funds or through SMAs is speculative and will be subject to substantial risks, including, without limitation, the Adviser’s investment strategies, the use by the Adviser of certain investment techniques, and the illiquid nature of investments. There is no assurance that the Adviser will achieve its investment objective or will not incur losses, or that it will be profitable. There are certain significant risks inherent in the Adviser’s investment strategies and investment techniques. Such risks include, but are not limited to, the following: General Investment Risk

Clients’ portfolio positions may undergo significant declines and experience considerable price volatility. Portfolios may at times be concentrated in a limited number of securities. Accordingly, the investments may involve an increased level of general investment risk. Clients must be prepared to assume the risks inherent in speculative investments. An investment with the Adviser should not be regarded as a complete investment program and should be considered solely by investors prepared to experience possible volatility and fluctuations in value.

Client accounts may be subject to the risk of loss arising from direct or indirect exposure to various catastrophic events, including but not limited to the following: hurricanes, earthquakes and other natural disasters; wars; terrorism; and public health crises, including the occurrence of a contagious disease. To the extent that any such event occurs and has a material effect on global financial markets or specific markets in which the Clients participate (or has a material effect on locations in which the Adviser operates), the risks of

loss can be substantial and could have a material adverse effect on the Clients’ portfolios and the investors’ interests therein.

Limitations as to Investment Approach

As the investments of the Adviser will generally be net-long equity market exposure over a full market cycle, returns earned will depend to some extent on the direction of the broad equity market. The success of the Adviser’s strategies and trading activities will depend on its ability to identify compelling investment opportunities. Because such identification and exploitation involve uncertainty, no assurance can be given that the Adviser will be able to correctly identify and capitalize on investment opportunities. Clients may also be adversely affected by unforeseen events involving such matters as changes in market liquidity, interest rates, the credit status of an issuer, forced redemptions of securities, or acquisition proposals. Equity Securities

The Adviser may invest in equity and equity derivative securities, including exchange-traded funds and index-based products. The value of these securities generally may vary with the performance of the issuer and movements in the equity markets. As a result, Clients may suffer losses if the Adviser invests in equity securities of issuers whose performance diverges from the Adviser’s expectations or if equity markets generally move in a single direction and the Adviser has not hedged against such a general move. To the extent the Adviser invests in equity derivatives and private placements activities, Clients may be exposed to risks that issuers will not fulfill their contractual obligations, such as delivering marketable common stocks upon conversions of convertible securities and registering restricted securities for public resale. Short Selling

Short selling will be utilized when the Adviser believes it is sufficiently compelling. Short selling inherently involves risks. Selling securities short creates the risk of losing an amount greater than the initial investment in a relatively short period of time and the theoretically unlimited risk of an increase in the market price of the securities sold short. There is also the risk that the securities borrowed in connection with a short sale will need to be returned to the securities lender on short notice. If the request for return of securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Adviser might be compelled, at the most disadvantageous time, to replace borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. In addition, short selling can involve significant borrowing and other costs which can reduce the profit or create losses in particular positions. Price Volatility

Equity securities are inherently volatile. Such volatility may result in the value of Client assets fluctuating from time to time more greatly than that of other investment vehicles which may be more widely diversified or which may invest in a greater variety of market

sectors. There can be no assurance that the Adviser’s investment strategies will be effective in protecting Clients from such price volatility. Restricted Securities and Other Illiquid Investments

The Adviser may invest in non-public and restricted securities and other assets which are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and the Adviser may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. The Adviser may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Disposition of such investments may be possible, if at all, only at substantial discounts from their purchase price (in the case of long positions) or premia from their initiation price (in the case of short positions), or intrinsic value. Substantial holdings by Clients of illiquid securities may adversely affect the ability of the Adviser to effect capital withdrawals on a satisfactory basis. Debt Securities

Certain debt instruments in which the Adviser invests may be unrated, and whether or not rated, the debt instrument may have speculative characteristics. The issuers of such instruments may face significant ongoing uncertainties and exposure to adverse conditions that may undermine the issuers’ ability to make timely payment of interest and principal. In addition, an economic recession could severely disrupt the market for these securities and may have an adverse impact on the value of such instruments. It is also likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Leverage and Financing Risk

The Adviser may pledge Client securities to borrow additional funds. Leverage has the effect of potentially increasing losses. Any event which adversely affects the value of an investment would be magnified to the extent a Client is leveraged. The cumulative effect of the use of leverage in a market that moves adversely to a Client’s investments could result in a loss which would be greater than if a Client were not leveraged. In addition, to the extent that a Client borrows funds, the interest cost at which the Client can borrow will affect the operating results. The use of leverage may result in certain Clients, such as tax-exempt organizations, employee benefit plans, and individual retirement accounts, recognizing “unrelated business taxable income” for Federal income tax purposes. The use of short-term margin borrowings results in certain additional risks. For example, should the securities that are pledged to brokers to secure margin accounts decline in value,

or should brokers from which Clients have borrowed increase their maintenance-margin requirements (i.e., reduce the percentage of a position that can be financed), then Clients could be subject to a “margin call,” pursuant to which the Client must either deposit additional funds with the broker or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. The broker will typically have the right to liquidate the Client’s portfolio in certain circumstances. In the event of a precipitous drop in the value of a Client’s assets, the Client might not be able to liquidate assets quickly enough to pay off the margin debt and might suffer mandatory liquidation of positions in a declining market at relatively low prices.

As a condition for providing a Client with leverage, financial institutions are expected to require the Client to pledge all or a substantial portion of its assets as collateral. In addition, financial institutions may impose various covenants and restrictions on the Client as a result of which they may exercise a substantial degree of control over the Client’s investment activities and the Client’s assets. Such covenants and restrictions may, among other things, have the effect of: restricting the ability of the Adviser to fully implement the investment strategies in the manner that it deems appropriate; restricting the ability of the Adviser to transfer and dispose of Client assets; restricting the ability of the Adviser to take other actions to protect the Client’s assets; restricting the ability of the Client to declare or make distributions of its assets to investors; restricting the ability of the Client to adopt and implement changes to the investment activities and the investment management agreement. Upon an event of default, a financial institution may require a Client to liquidate certain investment positions in an untimely or otherwise adverse manner, may be entitled to take possession of all or a portion of the Client’s assets, and/or may have the right to take other actions which could have an adverse impact on the Client or its assets. Generally, the rights of creditors to the assets of a debtor are prior to those of equity investors. As a creditor of a Client, a financial institution would have a first-priority claim on any assets held by the Client.

The Adviser has, from time to time, without the consent of Clients, modified the terms of leverage arrangements, terminated credit arrangements, or obtained additional or alternative credit or other loan arrangements on behalf of Clients. Such modifications or additional or alternative loan arrangements cause Clients to become subject to additional covenants, agreements, restrictions and/or costs. Options

The Adviser may utilize options in furtherance of its investment strategies for both speculative and hedging purposes. Options positions may include long positions, where a Client is the holder of put or call options, as well as short positions, where a Client is the seller (“writer”) of an option. Although option techniques can increase investment return, they can also involve a relatively higher level of risk. The expiration of unexercised long option positions effectively results in loss of the entire cost or premium paid for the option. Option premium costs, as well as the cost of covering options written by a Client, can reduce or eliminate position profits or create losses. A Client’s ability to close out its position as a purchaser of an exchange-listed option is dependent upon the existence of a liquid secondary

market on options exchanges. The Adviser may also utilize options which may have limited liquidity.

The seller (“writer”) of a call option assumes the risk of (i.e., forgoes the opportunity to gain from) an increase in the market price of the underlying security or other instrument above the purchase price of the underlying instrument, less the amount of premium received by the seller. The buyer of a call option assumes the risk of losing its entire investment (the premium paid) in the call option. If the buyer of a call option sells short the underlying security or other instrument, a loss on the call option itself may be offset, in whole or in part, by any gain on the short sale of the underlying position.

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The Adviser provides portfolio management services to the Discerene Funds, the SP Funds, and the SMAs, which are intended for institutions, including sovereign wealth entities, corporate pension and profit-sharing plans, charitable institutions, foundations, endowments, trust programs, family offices, and private investment partnerships. The minimum investment in the Discerene Funds is $5 million, which can be waived at the Adviser’s discretion.

In some cases, affiliates of the Adviser have entered into performance-based allocation and fee arrangements with qualified investors. The Adviser structures any performance-based allocation or fee arrangement subject to Section 205(a)(1) of the Investment Advisers Act of 1940 (the “Advisers Act”) in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3 adopted by the SEC pursuant to the Advisers Act. In measuring Clients' assets for the calculation of performance-based allocations and fees, the Adviser shall include realized and unrealized capital gains and losses. Performance-based allocation and fee arrangements may create an incentive for the Adviser to recommend investments which may be riskier or more speculative than those which would be recommended under a different compensation arrangement. Such compensation arrangements also create an incentive to favor accounts that generate higher performancebased allocations and fees over other accounts in the allocation of investment opportunities. The Adviser has procedures designed and implemented to seek to ensure that all Clients are treated equitably over time, and to prevent this conflict from influencing the allocation of investment opportunities among Clients.

Neither the Adviser nor its management personnel are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer, Futures Commission Merchant (FCM), Commodity Pool Operator (CPO), or Commodity Trading Advisor (CTA).

The Adviser does not recommend or select other investment advisers for its Clients. Further, the Adviser and its principals and associated persons do not have any relationships or arrangements with other financial services companies that pose a material conflict of interest.

The Adviser has established a “Code of Ethics” (the “Code”). The Code sets forth the policies and procedures of the Adviser regarding business ethics, confidentiality, and personal trading of securities. The purpose of the Code is to identify the ethical and legal framework in which the Adviser and its directors, officers, partners, principals, members, and employees (“Supervised Persons”) are required to operate and to highlight some of the guiding principles and mechanisms for upholding the Adviser’s standard of business conduct. The Code is designed to seek to ensure that all Supervised Persons are aware of and adhere to the policies and procedures of the Adviser. The Adviser’s Code requires high standards of business conduct and compliance with applicable federal securities laws. The description below is a summary only. A complete copy of the Code may be requested by contacting Justin Wallentin, the Chief Compliance Officer (“CCO”) of the Adviser, at 203-7249961 or jwallentin@discerene.com. Standard of Business Conduct

The Code is based on the principle that the Adviser and its employees owe a fiduciary duty to the Adviser’s Clients to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (i) serving their own personal interests ahead of Clients, (ii) taking inappropriate advantage of their position with the Adviser, and (iii) any actual or potential conflicts of interest or any abuse of their position of trust and responsibility.

The purpose of the Code is to preclude activities which may lead to or give the appearance of conflicts of interest, insider trading, and other forms of prohibited or unethical business conduct. Prohibited Conduct

The Adviser’s Supervised Persons are required to avoid any circumstances that might adversely affect, or appear to adversely affect, their duty of complete loyalty to the Adviser’s Clients. Personal Securities Transactions

The Adviser has adopted the following principles governing personal investment activities by the Adviser’s Supervised Persons who: (i) have access to nonpublic information regarding any Clients’ purchases or sales of securities or portfolio holdings or (ii) are involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic:

The interests of Client accounts will be placed first at all times.

All personal securities transactions will be conducted in such manner as to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. Such Supervised Persons must not take inappropriate advantage of their positions.

Participation in IPOs is prohibited, and private placements may only be invested in with the prior written approval of the CCO.

While personal trading in securities held in Client accounts by such Supervised Persons is strictly curtailed, certain such persons own legacy positions of stocks that are also held in Client accounts. Any sales of these securities will be monitored to seek to ensure no conflict of interest exists with Clients.

The Adviser will generally have the authority to determine the securities to be purchased or sold and the price and the amount thereof, as well as the authority to select brokers and to determine the amount of commissions to be paid, subject to principles of best execution. SMA investors, pursuant to their investment advisory agreements, may impose restrictions on the Adviser’s broker selection ability.

The Adviser may allocate a Client’s brokerage business to brokers (other than the custodian) on the basis of certain considerations, which include, but are not limited to:

amount of commission; quality of execution; reputation; experience and financial stability of the broker-dealer involved; quality of service; familiarity with the securities markets and investment techniques employed with respect to a Client; research and analytic services; clearing and settlement capabilities; availability of margin or other leverage; block positioning or other special execution capabilities or other services provided; and stock borrowing availability and cost.

Brokers may provide investor-referral services, but the Adviser does not consider these capital-introduction capabilities when selecting brokers.

The commissions the Client will pay to such broker will not necessarily represent the lowest commission rates available but will reflect the Adviser’s evaluation of the research and other brokerage-related services supplied by such brokers and which benefit the Client, either

alone or together with the other Clients of the Adviser. In each case, the Adviser will determine whether the amount of any increased commission costs on account of such research or other services is reasonable relative to the value of services provided.

Section 28(e) of the Securities Exchange Act of 1934, as amended, provides a “safe harbor” to investment managers who use commission dollars of their advisory accounts to obtain investment research, brokerage, and other services that provide lawful and appropriate assistance to the managers in performing investment decision-making responsibilities, provided that the amount of any increased commission costs on account of such research or other services is reasonable relative to the value of the services so provided. Any such arrangement will be confined to the products or services that qualify as “research and brokerage services” within the meaning of Section 28(e) and that meet the other requirements of that Section. Expenses paid using these commission dollars would otherwise have been paid directly by Clients. The Adviser has used such commissions to compensate brokers for services in connection with research on current or potential Client investments and for market-data services. In general, brokerage allocations will be subject to the principles of best execution and the other allocation policies described above, as well as any restrictions imposed by the applicable law. Since research obtained by the Adviser may be useful to one or more Clients, the Adviser, in considering the reasonableness of brokerage commissions paid, will not attempt to allocate the relative cost benefits of research between Clients, except in limited circumstances where appropriate.

When the Adviser deems the purchase or sale of securities to be in the best interest of Clients, the Adviser and such affiliates may aggregate the securities to be purchased or sold by such entities and Clients to obtain superior execution or lower brokerage expenses. Execution prices for identical securities purchased or sold on behalf of multiple accounts on any one business day may be averaged. In such events, allocation of the securities purchased or sold, as well as expenses incurred in the transaction, will be made among any participating Clients by applying such considerations as the Adviser deems appropriate, including relative account size of such entities and Clients, amount of available capital, size of existing positions in the same or similar securities, impact of leverage, investment objective and strategy considerations, including, without limitation, concentration parameters, tax considerations and other factors. Although such allocations may be pro rata as to the Client and other Clients, they will not necessarily be so.

Unless otherwise specifically agreed to by the relevant parties, no Client will be entitled to investment priority over another Client or other managed accounts, but not every Client may participate in every investment opportunity. Notwithstanding the foregoing, certain SP Funds and SMAs may have mandates that are different from the Discerene Funds, which may result in certain securities being purchased and/or sold at different sizes and prices for such Clients. The Adviser will endeavor to make all the investment allocations in a manner which it considers to be the most equitable to all Clients.

With respect to SMAs where brokers may be identified and selected by the Client rather than the Adviser, the Client will be responsible for negotiating the terms and arrangements for the Client’s account with the broker. In such cases, the Adviser will have no responsibility with respect to the identification and selection of brokers or the terms of execution and other services provided by such brokers. As a result, such accounts may pay higher commissions or other costs or greater spreads, or receive less favorable net prices, on their transactions than would otherwise be the case.

The Adviser does not have any relationships to disclose in this section.

The Adviser has no information applicable to this Item.

Soo Chuen Tan, the portfolio manager, will review portfolio positions on at least a weekly basis. Positions that meet or exceed their price targets will be evaluated to determine if the position should be sold or covered, and positions that have declined in value will be reviewed to establish if the investment thesis continues to hold, and if so, if position sizes should be increased. Investors in the Funds will receive monthly unaudited capital account statements from Maples Fund Services (MA) Inc. and Maples Fund Services (Cayman) Limited, as applicable (the “Fund Administrator”). On an annual basis, investors receive a copy of the relevant Fund’s annual audited financial statements and, where applicable, a statement of taxable income (Form K-1). Statements for SMAs will be generated by the custodian or the Client’s Fund Administrator and sent directly to the Client monthly. Investors with SMAs receive at least quarterly statements from the broker-dealer, bank, or other qualified custodian that holds and maintains Client investment assets. The Adviser urges investors to carefully review such statements.

Investors may be provided with information about the Adviser and the Funds, if applicable, in response to questions and requests, and/or in connection with due diligence meetings and other communications, but such information will not be distributed to other investors or prospective investors who do not request such information. Each investor is responsible for asking such questions it believes are necessary to make its own investment decisions and must decide for itself whether the limited information provided by the Adviser is sufficient for its needs.

For purposes of Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), the Adviser is deemed to have custody over the assets of the Funds. In accordance with the Custody Rule, a qualified custodian is not required to deliver quarterly account statements to the Funds or their respective investors because annual audited financial statements are delivered to investors within 120 days after the end of each Fund’s fiscal year.

Funds: The Adviser has discretionary authority to manage the assets of the Funds.

SMAs: The Adviser usually receives discretionary authority from the investor of a SMA at the outset of an advisory relationship to select the identity and number of securities to be bought or sold. Such discretion is to be exercised in a manner consistent with the stated investment objectives for the Client.

When selecting securities and determining amounts, the Adviser observes the investment policies, limitations, and restrictions of the Clients for which it advises. Investment guidelines and restrictions must be provided to the Adviser in writing.

Investment discretion is generally authorized by power of attorney granted in an investment management agreement for an SMA or the governing documents of a Fund.

The Adviser, pursuant to the applicable Offering Documents, is usually responsible for voting proxies for portfolio securities. As a matter of policy and as a fiduciary to its Clients, the Adviser votes any such proxies consistent with the best economic interests of its Clients. The Adviser maintains these written policies and procedures as to the handling, research, voting, and recording of proxies. These policies may be requested by contacting Justin Wallentin, the CCO of the Adviser, at 203-724-9961 or jwallentin@discerene.com. The Adviser’s policies and procedures include the responsibility to monitor corporate actions, receive and vote proxies, and maintain relevant records.

Proxy voting is an important right of shareholders, and reasonable care and diligence must be undertaken to seek to ensure that such rights are properly and timely exercised.

The Adviser will vote proxies in the best interests of each Client. The Adviser's policy is to vote all proxies for a specific issuer in the same way for each Client absent some qualifying restrictions or a material conflict of interest.

In reviewing proposals, the Adviser may also consider the opinion of management, the effect on management, the effect on shareholder value, and the issuer’s business practices.

If a Client has provided specific parameters regarding proxy voting, the instructions of the Client will be followed.

Investors in the Funds may request information on how specific proxies were voted.

The Adviser does not require or solicit the payment of fees six months or more in advance.

The Adviser has no financial condition that is reasonably likely to impair its ability to meet contractual and fiduciary commitments to its Clients. The Adviser has never been the subject of a bankruptcy petition.