Divisadero Street Capital Management, LP

Divisadero Street Capital Management, LP, a Delaware limited partnership, was formed in September 2021. Divisadero provides investment management and other services with respect to affiliated private pooled investment vehicles, Divisadero Street Partners, L.P., a Delaware limited partnership (the “Onshore/Master Fund”) and Divisadero Street Offshore Fund, LP, a Cayman Islands exempted limited partnership (the “Offshore Fund,” and together with the Onshore/Master Fund, the “Divisadero Funds”). Divisadero Street Partners GP, LLC, a Delaware limited liability company (the “General Partner”) is an affiliate of Divisadero and serves as the general partner of the Divisadero Funds. Divisadero has full discretionary authority with respect to the investment decisions of the Divisadero Funds. In addition, Divisadero serves as sub-manager to two other funds that are managed by an SEC-registered investment adviser (collectively, the “Sub-Managed Funds”). The Sub-Managed Funds together with the Divisadero Funds, are referred to herein as the “Funds.” Divisadero has been granted, by the Sub-Managed Funds’ primary manager, full discretionary investment and trading authority over the securities and non-cash property comprising the assets of the Sub-Managed Funds. Our investment advisory services are provided in accordance with the investment objectives and guidelines set forth in the respective Divisadero Fund offering and governing documents (the “Offering Documents”) or applicable submanagement agreements with respect to the Sub-Managed Funds. The information set forth in this brochure is qualified in its entirety by the Offering Documents and such sub-management agreements. The General Partner and Divisadero are principally and ultimately owned and controlled by William Zolezzi (the “Principal”). Divisadero is investment manager to the Divisadero Funds and sub-adviser to the Sub-Managed Funds, and the Funds are currently its only advisory clients. Divisadero invests principally, but not solely, in equity and equity-related securities that are traded publicly in U.S. and non-U.S. markets on behalf of its clients. Divisadero is responsible for investing and re-investing the capital of the Funds in securities, financial instruments and/or other assets in accordance with the investment objectives, policies and guidelines set forth in the applicable Offering Documents or submanagement agreements. We generally provide investment advice to the Divisadero Funds in accordance with the investment objectives, policies and guidelines set forth in the Funds’ Offering Documents, and not in accordance with the individual needs or objectives of any particular investor. Investors generally are not permitted to impose restrictions on investments in certain securities or types of securities or limitations on the management of the Divisadero Funds. The Divisadero Funds have entered and may enter into agreements ("Side Letters") with certain prospective or existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those in the Divisadero Funds’ Offering Documents. For example, such terms and conditions may include reduced management fees, reduced performance allocation and the right to withdraw all or a portion of their investment in the applicable Divisadero Fund on shorter notice and/or with more frequency than the terms described in the applicable Divisadero Fund’s Offering Documents. Divisadero does not tailor its services to the individual needs of Sub-Managed Funds but manages each according to the strategy selected by the client. Divisadero selects all Sub-Managed Fund investments, subject to the provisions of the applicable sub-management agreements. As of December 31, 2025, we had $2,611,255,091 in regulatory assets under management. All assets were managed on a discretionary basis.

Divisadero’s compensation is negotiable and varies. The fees applicable to each of the Funds are set forth in detail in the corresponding Fund’s Offering Documents or sub-management agreement. Divisadero is an SEC-registered adviser that delivers this brochure to prospective investors in the Divisadero Funds and to the Sub-Managed Funds that are qualified purchasers as defined in section 2(a)(51)(A) of the Investment Company Act of 1940, as amended. Therefore, information on how Divisadero is compensated for its advisory services and its fee schedule with respect to the Funds are not included here.

Divisadero complies with Rule 205-3 under the Investment Advisers Act of 1940, as amended, to the extent required by applicable law. Divisadero believes that its fees are competitive with fees charged by other investment advisers for comparable services. Comparable services may be available, however, from other sources for lower fees. A management fee is deducted from the Divisadero Funds in advance, on a quarterly basis based on aggregate assets on the first day of the quarter and a performance allocation is allocated to the General Partner annually in arrears and on a withdrawal with respect to the amount withdrawn. The Offshore Fund investors pay fees and allocations indirectly, through their investments in the Onshore/Master Fund. Each Sub-Managed Fund pays certain incentive compensation, as set forth in the applicable sub-management agreement; Divisadero does not deduct its incentive compensation from the Sub-Managed Funds. One Sub-Managed Fund pays an allocation and distribution of cash to the General Partner, annually in arrears and on termination of the sub-management agreement. The other pays certain incentive allocations, one that is paid to Divisadero quarterly in advance, which is pro-rated for partial periods or in the event of a redemption on a day other than the last day of a quarter, and another, under certain specified conditions, to the General Partner by way of participation in an allocation and distribution of cash. The performance allocations and incentive allocations may create an incentive for Divisadero to make more risky and speculative investments than it would otherwise make. Divisadero provides certain Fund and investors special fee and allocation arrangements that it does not provide to other Funds and investors. Divisadero may waive all or any portion of the management fees or performance allocations/incentive compensation with respect to any Fund or investor and has done so for employees and former employees. Relationships with the Funds are terminable on specified prior written notice, subject to certain limitations described in each Fund’s Offering Documents or applicable sub-manager agreement. In all cases, expenses through the date of termination are charged to the applicable Fund, as provided for in the Offering Documents or sub-management agreement. An investor who withdraws from a Divisadero Fund on a date other than the last day of a quarter does not receive a refund of the management fee previously paid. Each of the Funds bear all costs and expenses of its organization and ongoing operation, as described in the Offering Documents, including trading costs and expenses (such as brokerage commissions, expense related to short sales, clearing and settlement charges, outsourced trading services, and costs or expenses of portfolio and trading related software or equipment), ongoing legal, accounting and bookkeeping fees and expenses, research-related fees and expenses, and the fees and expenses charged by any fund administrator for its accounting, bookkeeping and other services. The applicable Fund will reimburse each of the General Partner and the Firm for any of such expenses paid by it. If the General Partner or an affiliate incur any expenses or costs on behalf of the Divisadero Funds, such expenses or costs generally will be allocated among the Divisadero Funds in proportion to the net asset value of the Fund, the size of the investment made by each in the activity or entity to which the expense relates, or in such other manner determined by the General Partner or Adviser to be fair and reasonable. With respect to certain expenses that relate to multiple clients, including the Divisadero Funds and the Sub-Managed Funds, each Fund generally will share proportionately in such expenses based on their respective account balances (except as otherwise determined by the General Partner or Adviser in its discretion). Each of the General Partner and the Adviser bear all of its operating, general, administrative and overhead costs and expenses, including salaries of all of their employees and rent and other overhead costs, and shall not otherwise charge any Fund for any thereof, except that these costs and expenses, together with all or any portion of the applicable Fund’s expenses, may be paid by securities brokerage firms and futures commission merchants to which the General Partner or the Adviser directs the securities trades of that Fund and any other accounts managed by the General Partner or the Adviser. A portion of the commissions generated on the Funds’ brokerage transactions may generate “soft dollar” credits that the General Partner and the Adviser are authorized to use to pay brokers and other providers for research and other research related services and products used by the General Partner and the Adviser. See Item 12: Brokerage Practices.

Divisadero is the investment adviser to several Funds that follow different investment strategies, although some Funds may follow the same strategy as other Funds. The Divisadero Funds invest collectively through a master-feeder structure. Divisadero provides to every prospective investor in a Divisadero Fund a copy of the Fund’s Offering Documents containing a complete description of its investment strategy. The sub-management agreement sets forth the strategy selected by the Sub-Managed Funds. Generally, the Adviser seeks to compound and protect capital in all market environments and have limited correlation to market indices primarily by investing, long and short, in equity and equity-related securities of U.S. companies, focusing on small-cap companies. The Adviser aims to identify idiosyncratic opportunities by employing a consistent research process. The Adviser is focused on asymmetric opportunities where it perceives limited risk of loss with a path to significant upside. The Adviser takes a catalyst centric approach on both long/short positions, and targets consistent returns with limited draw downs. To accomplish their objectives, the Funds may (1) invest in and trade securities, long and short, consisting principally, but not solely, of equity and equity-related securities that are traded publicly in U.S. markets, (2) invest in non-U.S. markets, options (including covered and uncovered puts and calls and over-the-counter options), futures (including index futures and options on futures), exchange-traded funds, preferred stocks, convertible securities, warrants, rights, swaps and other derivative instruments, bonds and other fixed income securities, private securities, non-U.S. currencies, other commodity interests and money market instruments, (3) engage in margin trading, hedging and other investment strategies, except in each case, as otherwise limited by an applicable sub-management agreement for any Sub-Managed Fund. At a broad level, investment catalysts and related opportunities are identified through the investment team’s research as we monitor and screen the 600+ companies we know best for opportunities that align with our long and short frameworks, followed by deep-dive analysis on the opportunity where our models are compared with consensus expectations to validate significant divergence opportunities. When entering a position, we apply proprietary positionsizing tools for desired investment sizing and constantly track progress towards catalyst through ongoing research, channel checks and monitoring company data. A significant portion of our research is from public filings (8ks and 10Qs) and other information flows such as interviews with management, competitors and street research. In addition, we leverage information collected from reputable expert networks and alternative data providers. Our external research expenses including management meetings, data collection, fact sets, sell side research and other research sources, etc. will be approved by the Principal and allocated to the portfolio as a whole. Certain research expenses may be paid through soft dollars and directing commissions to executing brokers.

The investment strategies summarized in the applicable Offering Documents or sub-management agreement represent Divisadero’s intentions as of the date of such documents or agreement, are general in nature and are not exhaustive. Other than as set forth in a sub-management agreement, there are no limits on the types of securities in which Divisadero may take positions on behalf of the Funds, the types of positions that it may take, the concentration of its investments or the amount of leverage that it may use. Divisadero may use any trading or investment techniques, whether or not contemplated by the expected investment strategies described above. In addition, there are limitations in describing any investment strategy due to its complexity, confidentiality and indefinite nature. Depending on conditions and trends in securities and commodities markets and the economy generally, subject to any limits in a submanagement agreement, Divisadero may pursue any objectives or use any techniques that it considers appropriate and in clients’ interest. A potential investor should discuss with Divisadero’s representatives any questions that such person may have before investing in a fund or other account. CERTAIN RISK FACTORS There can be no assurance that the Funds will achieve their investment objectives or that investments will be successful. The Funds’ investment strategies involve a substantial degree of risk, including risk of complete loss. Nothing in this brochure is intended to imply, and no one is or will be authorized to represent, that an investment in the Funds will be low risk or risk free. The investment strategies and programs of the Funds are appropriate only for sophisticated persons who fully understand and will be capable of bearing the risks of investment. Prospective investors should consider the following risks, among others, before making any investment decisions. The various risks outlined below are not the only risks associated with the Funds. Investors are urged to consult with their own independent financial, legal and tax advisors. The following risks are qualified in their entirety by the risks set forth in the Divisadero Funds’ Offering Documents. Investing in securities involves risk of loss that clients should be prepared to bear. The risks described below also generally apply to the Sub-Managed Funds, except for those risk factors that refer to trading strategies or instruments that are limited by an applicable sub-management agreement. A potential client should discuss with Divisadero’s representatives any questions that such person may have before seeking submanagement services. Investment Risks. The Funds invest principally in equity and equity-related securities that are traded in U.S. and nonU.S. markets. The Funds also engage in short selling, margin trading, hedging and other investment strategies. Markets for such instruments fluctuate and the market value of any particular investment may vary substantially. The Funds’ investment portfolios may not generate any income or appreciate in value. Information Sources. The Adviser selects the Funds’ investments based in part on information and data that the issuers of such securities file with various government agencies or make directly available to the Adviser or that it obtains from other sources. The Adviser can never learn all relevant information about a company or security, and it is not in a position to confirm the completeness, genuineness or accuracy of the information and data that it does receive. In some cases, complete and accurate information is not readily available. The Adviser may misinterpret or incorrectly analyze information about a particular company, security or macroeconomic trend. These and other factors may cause the Adviser to (a) invest in securities that will lead to losses in the Funds’ portfolios and cause a Fund investor to lose a significant portion of its investment in the Funds or (b) not invest in particular securities that would have resulted in gains in the Funds’ portfolios if the Adviser had caused the Funds to invest. Investment Selection. Fund investors have no opportunity to select or evaluate any Fund investments or strategies, except that Divisadero may permit a primary adviser in a sub-management relationship to have approval rights with respect to certain investments, as identified in an applicable sub-management agreement. The Adviser generally selects all investments and strategies. The likelihood that Fund investors will realize income or gain depends on the skill and expertise of the Principal, and on the investment processes and risk management strategies the Adviser implements. These may be unsuccessful, and the Funds may incur significant losses. Investing in Small and Middle Market Capitalization Companies. The Funds expect to focus on companies that have small and to a lesser degree, middle market capitalizations. Investments in such companies typically involve a high degree of business and financial risk and can result in substantial losses due to special risk factors. For example, such companies are typically subject to a greater degree of change in earnings and business prospects than are companies with larger market capitalizations. In addition, such securities typically trade in lower volume and are more volatile than the securities of companies with larger market capitalizations. In light of these characteristics, the Funds may be

subject to a greater degree of investment risk than other investment entities that invest in companies with larger capitalizations. Concentration of Investments. The Funds (on account of size, investment strategy and other considerations) expect to invest in a relatively limited number of investments, so aggregate returns realized by them may be substantially affected by the unfavorable performance of a small number of such investments and the Funds’ ability to hedge exposure and to sell depreciating assets may be reduced. If the Funds’ investments are concentrated in a particular industry, security, issuer or country, their portfolios will be more susceptible to fluctuations in value and losses resulting from adverse economic conditions affecting that particular industry, security or country. Activist Strategy. The Funds’ investment strategy may involve shareholder activism that will attempt to influence portfolio companies. There is a risk that the intended strategy for a particular company will be unsuccessful. Further, when securities are purchased in anticipation of influencing the future direction of a company, a substantial period of time may elapse between the Funds’ purchase of the securities and the anticipated results. If the anticipated results do not in fact occur, the Funds may be required to sell their investments at a loss. Moreover, there may be instances where the Funds will be restricted in transacting in or redeeming a particular investment as a result of the size of their investments or their activist investment strategy. The Funds may also attempt to build strong relationships with company management. In certain cases, the Funds’ attempts to influence a company's management may result in the Funds, the General Partner, the Adviser or their affiliates taking a seat on the company's Board of Directors. In such a case, there exists the risk that the Funds will be restricted in transacting in or redeeming its investment in that company as a result of, among other things, legal restrictions on transactions by company directors or affiliates. Because there is substantial uncertainty concerning the outcome of transactions involving the target companies in which the Funds may invest, there exists a potential risk of loss by the Funds of their entire investment in such companies. General Risks of Fixed-Income Related Investments. The Funds may invest in fixed-income securities. Most of these investments are subject to, among other risks: •

Interest Rate Risk. Fixed-income investments decline in value because of changes in market interest rates. When interest rates decline, the value of a portfolio invested in fixed-income securities can be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed-income securities can be expected to decline. During periods of rising interest rates, the average life of certain types of securities in which the Funds may invest may be extended because borrowers choose not to repay principal on the loans to take advantage of a below market interest rate. This increases the security’s duration (the estimated period until the security is paid in full) and reduces the value of the security. This is known as extension risk. During periods of declining interest rates, an issuer of fixed-income securities may exercise its option to prepay principal earlier than scheduled, forcing the Funds to reinvest in lower yielding securities. This is known as call or prepayment risk. Lower-grade securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem a lower-grade obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the issuer’s credit standing.

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Inflation/Deflation Risk. Inflation risk is the risk that the value of assets or income from the Funds’ investments will be worth less in the future as inflation decreases the present value of payments at future dates. Deflation risk is the risk that prices throughout the economy decline over time — the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Funds’ portfolios.

Convergence Risk. The Funds may pursue relative value strategies by taking long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. In the event that the perceived mispricings underlying the Funds’ trading positions were to fail to converge toward, or were to diverge further from, the Adviser’s expectations, the Funds may incur a loss. Competition. Numerous risk-capital investors, which may be larger and more experienced than the Funds and the Adviser, will be competing with the Funds for desirable investment opportunities. Because of this competition, the Funds may not be able to participate in attractive investments that would otherwise be available.

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We currently provide investment advisory, management and other services to the Funds as described in Item 4 above. The Divisadero Funds have various types of investors, including, but not limited to, institutional investors, family offices, natural persons, funds of funds, college endowments, private universities and other entities. We may from time to time provide investment advisory and other services to other clients in the future, including separately managed accounts and/or one or more other pooled investment vehicles. The minimum initial capital contribution generally required from an investor in a Divisadero Fund is outlined in each Fund’s Offering Documents. Such minimum investment in a Divisadero Fund may be waived on a case-by-case basis subject to our discretion. Each investor in the Divisadero Funds generally must be, among other things, an (i) “accredited investor,” as such term is defined in Rule 501(a) of the Securities Act, and (ii) a “qualified purchaser,” as such term is defined in Section 2(a)(51)(A) of the Investment Company Act. In addition, each prospective investor generally is required to complete and return various subscription documents to the applicable Divisadero Fund, which are designed to provide the applicable Divisadero Fund, us and our affiliates and agents with important information about the prospective investor. Subscriptions may be accepted or rejected, in whole or in part, in the sole discretion of the General Partner or Divisadero. If Divisadero determines to require a minimum investment for any other client account (including a Sub-Managed Fund), it will make that determination on a case-by-case basis.

Divisadero currently manages only accounts that pay performance-based compensation as described in Item 5. Divisadero does not manage accounts that do not pay performance-based compensation.

As noted in Item 4, Divisadero Street Partners GP, LLC, a Delaware limited liability company, serves as the general partner of the Offshore Fund and Onshore/Master Fund. Divisadero is exempt from registration with the Commodity Futures Trading Commission as a commodity pool operator or commodity trading adviser with respect to the Funds.

Pursuant to Rule 204A-1 under the Investment Advisers Act of 1940, we have adopted and implemented a Code of Ethics, which sets forth standards of business conduct for Divisadero’s supervised persons. The Code of Ethics includes general requirements that Divisadero’s supervised persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, material non-public information, conflicts of interest and confidentiality of client information. It requires supervised persons to comply with the personal trading restrictions relating to the purchase or sale of securities for accounts with respect to which they have beneficial ownership and the accounts of certain affiliated persons. Such individuals are required to disclose, and in certain instances seek pre-approval for, their personal securities transactions and personal securities holdings including any single-named equity and/or any corresponding equity option. We strictly prohibit “front running.” We also maintain policies and procedures designed to prevent employees and the Principal from misusing material non-public information and to address certain actual and potential conflicts of interest that may arise when supervised persons engage in outside business activities; make political contributions; or accept, provide, offer or give gifts or entertainment events. We will devote such time to the Funds’ affairs as is consistent with achieving the Funds’ investment objectives. However, except as otherwise provided in the Funds’ Offering Documents or sub-management agreement, we and any of our affiliates may engage in any activity permitted by applicable law. Annually, each supervised person must certify that he or she complied with the Code of Ethics during the preceding year. A copy of our Code of Ethics is available to current and prospective clients and investors upon request. We may cause the Funds to enter into transactions and arrangements involving actual or potential conflicts of interest (subject to any limitations set forth in the applicable Offering Documents or sub-management agreements). We will review any transactions involving material conflicts of interest and take such actions as we deem necessary or appropriate in an attempt to ensure that the terms of such transactions are fair and reasonable under the circumstances.

Divisadero employees may on occasion accept gifts or invitations to entertainment but must always act in the best interest of Divisadero, the Funds and its clients and avoid any activity that might create an actual or perceived conflict of interest or impropriety in the course of the firm’s business relationships. Divisadero’s gift and entertainment policy implements internal controls to monitor such activity, which include reporting or seeking pre-approval before giving or accepting gifts and entertainment of significant value and prohibiting or limiting the provision or receipt of cash gifts or entertainment to government employees, foreign officials and certain other categories of recipients. Divisadero employees may from time-to-time make political or charitable contributions. Employees are required to seek approval for and report political contributions made to any political official, candidate for political office, political party or political action committee. Political contributions, while requiring pre-approval, are generally permitted except where such contributions may raise issues under the pay-to-play rule. Divisadero employees may, on rare occasions, invest in the same securities or related securities (e.g., warrants, options, or futures) that Divisadero recommends to clients (and the employee could trade at or about the same time). However, such transactions are subject to strict limitations and require pre-clearance. Any exceptions to our Code of Ethics restrictions are considered only when pre-approval is granted through a formal Transaction Pre-Clearance Request process. Trading in the same securities as our clients creates potential conflicts of interest such as front running and prioritizing an employee trade over a client trade. We believe the above noted restrictions and pre-clearance requirements address these potential conflicts.

The Adviser is authorized to determine the broker or dealer to be used for each securities transaction for the Divisadero Funds and the commission rates that clients pay such broker or dealer. The Adviser is permitted to select executing brokers with respect to the Sub-Managed Funds. In selecting brokers or dealers to execute transactions, 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 the Funds may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. The Adviser generally allocates portfolio transactions for the Funds to brokers and FCMs based on best execution and in consideration of certain services that benefit the General Partner, the Adviser, their affiliates and the Funds that are paid for or provided by those brokers and FCMs. These services may include, among other things, third-party research reports, services and conferences (including third party research fees), outsourced trading expertise and services of brokers that provide trading desks to their customers, economic and market information, portfolio strategy advice, industry and company comments, technical data, performance measuring data and software (including risk and quantitative models), on-line pricing, special execution capabilities, block trading and block positioning capabilities, willingness to execute related or unrelated difficult transactions in the future, willingness to commit capital, knowledge of market participants, order of call, offering to the General Partner and/or the Adviser on-line access to computerized data regarding clients’ accounts, computerized trading systems, clearance, settlement, reputation, financial strength and stability, confidentiality, efficiency of execution and error resolution, quotation services, custody, recordkeeping and similar services, general business or operational consulting, and other matters involved in the receipt of brokerage services generally. Subject to any restriction in a sub-management agreement, the General Partner and/or the Adviser also may purchase from a broker or FCM or allow a broker or FCM to pay for all or a portion of the Funds’ or the General Partner’s, the Adviser’s or their affiliates’ costs and expenses of operation, such as supplies, newswire and data processing charges, proxy voting services, quotation services, all accounting and administrative fees (including the expenses of the accounting and bookkeeping services of the Funds’ administrator or any similar third party vendors that provide such services), legal fees and the like. Accordingly, the Funds may be deemed to be paying for research and these other services with “soft” or commission dollars. The Adviser may cause the Funds to pay a brokerage commission and other transaction fees that exceed those that another broker or FCM might charge for effecting the same transaction in recognition of the value of the brokerage, research, other services and soft dollar relationships provided by that broker or FCM. The Adviser also may direct Funds brokerage transactions to brokers and FCMs that refer prospective investors to the Divisadero Funds. Divisadero may use soft dollars generated by the Funds to pay for certain research and/or related services provided by brokers described above. The term “soft dollars” refers to the receipt by an investment manager of products and services (including research) provided by brokers without any cash payment by Divisadero, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of Divisadero. The products and

services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). Using soft dollars to obtain investment research and/or related services creates a conflict of interest between the Fund and Divisadero. Broker-dealers may provide research that may include written or oral proprietary research. Brokerdealers may also provide research products that include software and related support services for use in research and trading, quotation boards, computer databases and quotation equipment, in each case to access research or which provide research directly. Research services may include, among other things, research concerning market, economic and financial data, statistical information, data on pricing and availability of securities, financial publications, attendance at conferences and meetings, electronic market quotations, performance measurement services, analyses and/or due diligence concerning specific securities, companies or sectors, including due diligence on specific aspects of a company’s operations or finances, analyses on issues raised in proxy statements and market, economic and financial studies and forecasts. Research services may be in written or oral form or online and may be produced by broker- dealers or third parties such as attorneys, accountants or consultants. Brokerage products and services may include certain order management system components and order routing. Broker-dealers may provide products and services paid for through soft dollars either directly or through credits deposited into an account that may be used for research developed by the broker-dealer, third-party research and brokerage services. Section 28(e) of the Exchange Act provides a safe harbor from liability for breach of fiduciary duties relating to the purchase of limited research or brokerage services using soft dollars so long as the products and services received constitute lawful and appropriate assistance and the amount indirectly paid for those products or services is reasonable. Conduct outside of the safe harbor of section 28(e) is subject to traditional standards of fiduciary duty under state and federal law. If the Adviser uses commission dollars to pay for products or services that provide administrative or other non-research assistance to the General Partner, the Adviser or their affiliates, such payments may not fall within the safe harbor of section 28(e). Research and brokerage products and services may be used by the Adviser in servicing some or all of the Adviser’s clients. Clients may not, in any particular instance, be the direct or indirect beneficiaries of the research or brokerage provided. Certain clients, who are the beneficiaries of research or brokerage, may have an investment style which results in the generation of a small amount of brokerage commissions due to a lack of active trading for their accounts. As a result, clients who generate sizeable commissions may subsidize research or brokerage provided to clients whose accounts generate minimal brokerage commissions, since the commission dollars generated by transactions for such clients are not sufficient to pay for research or brokerage that may be received by such clients from other brokers. Notwithstanding the foregoing, with respect to each Sub-Managed Fund, Divisadero may agree to a different softdollar policy, which may be established in the applicable sub-management agreement. In selecting broker-dealers on the basis of the foregoing factors, the Adviser may pay a brokerage commission in excess of that which another broker might have charged for effecting the same transaction. In such circumstances, the Adviser will make a good faith determination that the amount of commission is reasonable in relation to the value of the research or brokerage services received, viewed in terms of either the specific transaction or the Adviser’s overall responsibility to its clients. The Adviser will regularly evaluate the placement of brokerage services and the reasonableness of commissions paid. Research received from brokers will be supplemental to Adviser’s own research efforts. While the receipt of research will not reduce the Adviser’s normal research activities, the Adviser’s expenses could increase materially if it attempted to generate such additional research or brokerage services through its own staff, and the management fee will not be reduced as a consequence of the receipt of such research or brokerage services or products. As such, the Adviser’s arrangements for the receipt of research and brokerage services from brokers creates a conflict of interest, in that the Adviser may have an incentive to choose a broker-dealer that provides research and brokerage services instead of one that does not but charges a lower commission rate. In some instances, the Adviser receives products and services that may be used for both research and non-research purposes. In such instances, the Adviser will make a good faith effort to determine the relative proportion of the products and services used to assist the Adviser in carrying out its investment decision-making responsibilities or order execution, including research and brokerage, and the relative proportion used for administrative or other non-research purposes. The proportionate amount of the research attributable to assisting the Adviser in carrying out its investment decisionmaking responsibilities or order execution will be paid through brokerage commissions generated by the Funds’ and other client’s transactions; the proportionate amount attributable to administrative or other non-research purposes will be paid for by the Adviser from its own resources. The receipt of “mixed use” research and the determination of the appropriate allocation may result in a potential conflict of interest between the Adviser and its clients.

The Adviser may select a broker (including the Divisadero Funds’ prime brokers) to act as a “trading broker” for the Divisadero Funds. In such cases, the Adviser or the trading broker may select the executing broker, and the trading broker would then place or manage the order. The trading broker is compensated (through commissions or otherwise) for this trading service in addition to the commissions paid to the executing brokers. As with all soft dollar arrangements, using a trading broker in this manner causes the Divisadero Funds to pay brokerage commissions, mark ups and other transactions fees that are higher than might otherwise be paid if brokers were selected solely based on lowest execution cost. In addition, using a trading broker (rather than an employee of the General Partner or of the Adviser) to provide those services may allow both the General Partner and the Adviser to reduce their own personnel expenses. From time to time, our third-party brokers may provide opportunities for us to be introduced to potential investors. Our prime brokers or their affiliates may provide capital introduction or other placement services to the Divisadero Funds and Divisadero (with or without separate charges for such other services). The Adviser may select brokerdealers that provide capital introduction opportunities provided the Adviser is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. Except as may be provided in a sub-management agreement, we do not recommend, request, or require clients to direct us to execute transactions through a specified broker-dealer or permit clients to direct brokerage for order execution purposes. When appropriate, the Adviser may, but is not required to, aggregate client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Funds participating in aggregated trades will be allocated securities based on the average price achieved for such trades. Divisadero generally seeks to execute orders for the Funds on an equitable basis. Divisadero may place combined orders for the Funds simultaneously and if all such orders are not filled at the same price, it generally averages the prices paid. Similarly, if an order on behalf of the Funds cannot be fully executed under prevailing market conditions, Divisadero allocates the trade among the Funds on a basis that it considers equitable, subject to different guidelines. Each Fund participating in an aggregated client order will generally, subject to applicable legal, tax, accounting, regulatory, leverage, investments guidelines or other considerations, (i) invest proportionately on the basis of net asset value in all investments on the same terms and conditions as the other Fund, and (ii) sell or otherwise dispose of any portion of an investment only on effectively the same terms and conditions in all material respects as the other Fund’s sale or disposition of such investment. We have adopted policies and procedures regarding handling and resolution of trade errors in our compliance manual. Consistent with our fiduciary duties, our policy is to use the utmost care in making and implementing investment decisions with respect to client accounts. To the extent trading errors occur, we seek to ensure that our clients’ best interests are served. Consistent with provisions in the Funds’ governing documents, the Funds generally will be responsible for trade errors (except for errors caused by the bad faith, willful misconduct, or gross negligence of Divisadero, any of our employees, or any of our affiliates). We utilize and may in the future utilize software, order routing platforms and other trading platforms such as NYFIX facilitated by broker-dealers including prime brokers. We pay separate fees for such software and systems and receive credits from such platforms that can be used to offset costs of other products and services. We do not receive any financial benefit, other than the aforementioned cost savings and credits, from any software provider or platform or as a result of the use of any software or platform.

Although Divisadero currently has not engaged solicitors, in the future it may engage solicitors to whom it would pay cash or a portion of the advisory fees paid by clients referred to it by those solicitors. In such cases, this practice would be disclosed in writing to clients, and Divisadero would comply with the other requirements under the Advisers Act.

This Item is not applicable because Divisadero has no reportable disciplinary information.

Divisadero continually conducts reviews of the Funds and their investments. Those reviews consider such matters as short and long-term rates of return, the prospects of individual securities, investment diversification and risk allocation. Divisadero prepares and reviews risk reports on an ongoing basis to inform the investment team of portfolio risks. The Divisadero Funds’ administrator conducts monthly reviews as part of the net asset value calculation process. With respect to accounting matters, we have engaged an independent public accounting firm to conduct annual audits of the Divisadero Funds. Divisadero may conduct additional or more frequent reviews in the event of any withdrawal or capital contribution by an investor in the Funds, significant market or economic events or under various other circumstances.

Investors in the Funds receive account statements, performance and exposure reports on a monthly basis. Investors in the Divisadero Funds also receive annual audited financial statements and certain U.S. income tax information. The Divisadero Funds’ financial statements are prepared in accordance with U.S. GAAP. All such statements and reports are written. In response to questions and requests and in connection with due diligence meetings and other communications, we may provide additional information to certain investors in the Divisadero Funds that is not distributed to other investors in the Funds.

Divisadero has, or may be deemed to have, custody of the Divisadero Funds’ cash and securities for purposes of Rule 206(4)-2 under the Investment Advisers Act of 1940. The Funds’ cash and securities (except for privately placed securities) are maintained with one or more qualified custodians. We may change the custodians at any time and from time to time without the consent of, or notice to, investors. We have engaged an independent public accounting firm, to conduct an annual audit of the Divisadero Funds, and audited financial statements (prepared in accordance with GAAP) are provided to investors on an annual basis. We endeavor to provide such statements to investors within 120 days after the end of each fiscal year, but there can be no assurance that we will be successful in this regard. Qualified custodians do not provide statements directly to investors in the Funds. Divisadero does not have custody with respect to the Sub-Managed Funds whose securities in the portfolio managed by Divisadero are held at one or more qualified custodians engaged by the Sub-Managed Fund. The primary advisers of the Sub-Managed Funds will periodically receive account statements from the custodians of the Sub-Managed Funds. The primary advisers of the Sub-Managed Funds should carefully review these statements.

Divisadero has discretionary authority to manage the Funds pursuant to a grant of authority in each Fund’s investment adviser agreement and Offering Documents or sub-management agreement. Sub-Managed Funds generally may not place any limits on Divisadero’s authority beyond those set forth in the sub-management agreement.

Divisadero has the authority to vote proxies on behalf of the Funds. Accordingly, Divisadero has adopted proxy voting policies and procedures designed to further the best interests of the Funds. In general, our policy is to vote proxy proposals, amendments, consents or resolutions in a manner that serves the best interests of the Fund, as determined in our discretion. Divisadero has and may in the future also elect to take no action with respect to a proxy if it is in the best interest of the Fund not to vote a proxy. Investors may not direct or otherwise influence our vote with respect to any particular proxy solicitation. Divisadero will review proxy materials to identify potential conflicts of interest. A conflict of interest will be considered material to the extent that such conflict has the potential to influence our decision-making in voting a proxy. If a material conflict of interest is identified, Divisadero may abstain from voting or use other methods to resolve or otherwise mitigate such conflict, which may include engaging a third party to recommend a vote on the proxy based on our proxy voting guidelines or such other method as is deemed appropriate under the circumstances given the nature of the conflict. Divisadero will maintain a written record of the method used to resolve or otherwise mitigate any material conflict of interest. Investors may obtain copies of our proxy voting policy, together with information regarding how Divisadero has voted past proxies, by contacting us.

This Item is not applicable because Divisadero is not required to report any financial information.