Flat Footed LLC

Advisory Firm Flat Footed is a Delaware limited liability company that commenced operations in August 2016 and is owned by Mr. Marc Andersen and co‐managed by Mr. Andersen and Mr. Paul Carpenter. Advisory Services

The Adviser currently provides investment management services and discretionary investment advice to private funds (each, a “Fund” and, collectively, the “Funds”) and may advise one or more sub-advisory account Clients (“Sub-Advisory”) and may serve as investment adviser and/or sub‐ adviser to various other advisory clients, including separately managed accounts, fund of one accounts, and other private investment funds (collectively, “Clients”). Specialization The investments of each Fund are managed in accordance with the investment objectives, strategies and guidelines applicable to such Fund and are not tailored to any particular investor in the Fund (an “Investor”). The Adviser does not provide individualized investment advice to such Investors with respect to their investment in the Fund; therefore, Investors should consider whether a particular Fund meets their investment objectives, risk tolerance, and financial situation.

In addition, the Adviser may enter into arrangements with certain Clients (or underlying Investors) that may in each case provide for terms of investment that are more favorable to the terms provided to other Clients (or underlying Investors). Such terms may include the waiver or reduction of management and/or incentive fees, the provision of additional information or reports, more favorable transfer rights, and more favorable liquidity rights. Advisory Services to Sub-Advisory Accounts

When applicable, investments for Sub-Advisory account Clients, whether separately managed accounts or fund of one accounts, are managed in accordance with the Clients’ investment objectives, strategies, restrictions and guidelines as set forth in the documents governing the Adviser’s relationship with such Clients or as otherwise communicated to the Adviser by the Clients. Depending on the nature of the relationship, these services may be offered on a discretionary or non‐ discretionary basis and may include the investment and reinvestment of securities, cash and cash equivalents, futures and options held in a Client’s account. If a Client wishes to impose certain restrictions on investing in certain securities or types of securities or is prohibited by applicable law from investing in such securities or types of securities, the Adviser will address those requests on a case‐by‐case basis. Wrap Fee Programs

The Adviser does not participate in wrap fee programs.

Regulatory Assets Under Management As of December 31, 2025, the Adviser manages approximately $2,059,500,000 on a discretionary basis and $0 on a non‐ discretionary basis.

Fees with respect to the Funds

As the investment manager of the Funds, the Adviser and/or its affiliates receive management fees and, with respect to certain Clients, an incentive allocation, carried interest or incentive fee on net profits. Details regarding any incentive allocation, carried interest or other incentive fee are set forth in the next section entitled, “Item 6. Performance‐Based Fees and Side‐by‐ Side Management.”

Fees paid to the Adviser are exclusive of all custodial and transaction costs paid to the Client’s custodian, brokers or other third-party consultants. Please see Item 12 – Brokerage Practices for additional information. Fees paid to the Adviser are also separate and distinct from the fees and expenses charged by mutual funds, exchange traded funds (“ETFs”) or other investment pools to their shareholders (generally including a management fee and fund expenses, as described in each fund’s or pool’s prospectus or offering materials). Each Client (and each Investor) should review all fees charged by funds, brokers, the Adviser and others to fully understand the total amount of fees paid by the Client (and each Investor) for investment and financial‐related services. The Adviser may, at its discretion, make exceptions to the foregoing or negotiate special fee arrangements where the Adviser deems it appropriate under the circumstances.

The Adviser currently advises nine Funds, FF Hybrid LP (the “FF Hybrid Fund”), GP Recovery Fund LLC (the “Recovery Fund”), Flat Footed Series LLC – Fund 1 (the “FF Series Fund 1”), Flat Footed Series LLC – Fund 2 (the “FF Series Fund 2”), Flat Footed Series LLC – Fund 3, (the “FF Series Fund 3”) Flat Footed Series LLC – Fund 4 (the “FF Series Fund 4”), Flat Footed Series LLC – Fund 5 (the “FF Series Fund 5”) (collectively the “FF Funds”), FF Disposal LLC (the “FF Disposal Fund”), and Solar Funding Group, LLC (“Solar”). Either the Adviser or the Client may terminate their investment advisory agreement at any time, subject to any written notice requirements in such agreement. In the event of termination in accordance with its terms, any paid but unearned fees will be promptly refunded to the Client based on the number of days that the account was managed, and any fees due to the Adviser from the Client will generally be invoiced or deducted from the Client’s account prior to termination.

The FF Funds generally pays the Adviser an annualized management fee of 0.50%-1.25% (0.125%0.3125% per quarter) as further described in the FF Funds’ offering documents (the “FF Management Fee”). The FF Management Fee is paid quarterly in advance and will be prorated for any partial quarterly period. The FF Management Fee is deducted from the FF Funds. The FF Management Fee paid by the FF Funds are indirectly borne by the Investors in the FF Funds. Generally, the FF Funds pay the FF Management Fee on the aggregate invested capital attributable to each Investor (subject to certain exclusions detailed in the FF Funds’ offering documents), calculated quarterly in advance. The FF Management Fee is generally subject to waiver or reduction by the Adviser in its sole discretion, including in connection with investments made by the FF Funds’ General Partner or its related persons. FF Disposal does not charge a management fee for the 1st two years and then pays to the Adviser an annualized management fee of 1% (0.25% per quarter) for years 3-5 of the investment period. Solar does not pay the Adviser a management fee.

In addition, the FF Funds, including FF Disposal and Solar, are also responsible for certain of their operating expenses including, without limitation, legal, compliance, accounting (including third-party accounting services), tax, auditing, and administrative fees, as outlined in their offering documents. The FF Funds are also responsible for brokerage commissions and custodial fees paid to third parties.

In the event of a termination of the FF Funds’, including FF Disposal and Solar, investment advisory agreement, fees will be prorated. Any paid but unearned fees will be promptly refunded to the Funds, and any fees due to the Adviser from the Funds will be invoiced or deducted from the Funds prior to termination.

The Adviser and its supervised persons do not receive a brokerage commission or any other compensation attributable to the sale of securities or investment products.

Methods of Analysis In making investment decisions on behalf of Clients (including the Funds), the Adviser monitors core industry verticals. After identifying a vulnerable vertical, the Adviser compiles a roster of potential target companies within that vertical. The Adviser utilizes all pertinent accessible information (financial statements, presentations, other supplements provided by the company, proxies, other SEC filings, competitor information, industry statistics, trade publications, internally developed industry or other analysis) and develops a model showing the target’s historical results and expected future results. Particular focus is placed on balance sheet metrics and cash generation. Investment Strategies

The Adviser’s strategic approach is to invest each portfolio in accordance with the investment plan that has been developed specifically for each Client or Fund. The Adviser has historically focused on a select few, heavily researched, high conviction ideas. The Adviser views this model as a superior way to invest as compared to managing an evergreen portfolio of 30‐40 names. In addition, the Adviser believes this helps avoid the need to always be invested, regardless of the quality of the opportunity set.

The Funds

The FF Hybrid Fund and Recovery Fund

The Adviser’s current investment strategy for the FF Hybrid Fund is generally to invest substantially all of its assets in a mix of special situation equity, credit, and related securities. The Adviser intends to focus its investment program on asset-based and asset-heavy industries. One investment objective of the Partnership is to capitalize on earnings deterioration of distribution companies. To achieve its objective, the Adviser expects primarily to take short positions in publicly traded equity securities on behalf of the FF Hybrid Fund. The Adviser will use a disciplined, value‐oriented approach to identify securities whose market values differ materially from their fundamental worth. The Adviser believes that a compelling portfolio of investments can be created by building short positions in overvalued businesses with declining fundamentals and deteriorating competitive positions, in particular, businesses in the distribution sector.

The Adviser expects to take short positions in publicly traded equity securities, but may also invest in total return swaps, listed or custom equity put options, short positions in corporate bonds, or reasonably related equity, credit or other financial instruments, some of which may substitute for, add to, complement or hedge short positions. In addition to the leverage that is inherent in a short sale, swap, option or similar financial instrument, the FF Hybrid Fund may enter into securities transactions on margin in order to employ additional leverage when it deems such action to be appropriate, although it has not done so to date. Rather than entering into short sales directly, the FF Hybrid Fund may enter into swap transactions that provide comparable exposure.

Another investment objective of the FF Hybrid Fund is to capitalize on distortions and dislocations in securities of asset-heavy companies with complex capital structures, particularly those that may be overlooked because they are time consuming to research. To achieve this objective, the FF Hybrid Fund expects primarily to take long positions in publicly traded special situation equity securities and readily traded credit securities. The FF Disposal Fund

The purpose of FF Disposal is to serve as a fund through which the assets of its investors may be utilized to make one or more investments in the securities of a portfolio company, which investment(s) will be made through a special purpose vehicle. The FF Series Fund 1

FF Series Fund 1 investments will be in asset-heavy businesses with multi-tiered or complex capital structures.

The Investment Manager expects to invest in a mix of stressed high yield bonds, dislocated term loans, and related income generating securities, such as listed preferred stocks. The FF Series Fund 2, FF Series Fund 3, FF Series Fund 4, FF Series Fund 5

FF Series Fund 2, FF Series Fund 3, FF Series Fund 4, and FF Series Fund 5 were formed to invest in the dislocated credit and equity securities of, each, a single issuer, which the Adviser believes to be an attractive opportunity due to its potential for delivering asymmetric returns, and to take any and all actions necessary, appropriate, desirable, incidental or convenient to or for the furtherance or accomplishment of the above purposes. The Solar Fund

The Solar Fund was formed to make direct and indirect investments(s) in a portfolio company and to take any and all actions necessary, appropriate, desirable, incidental or convenient to or for the furtherance or accomplishment of the above purpose. Designated Investments Although it has no intention of doing so at the current time, and may never do so, for purposes of flexibility, the FF Hybrid Fund has given itself the right to allocate up to ten percent (10%) of its partners’ or members’ capital into related, exceptional, less-liquid investment opportunities (“Designated Investments”) that may arise, or that it may discover under its normal course of business.

Risk of Loss While the Adviser generally seeks to diversify Clients’ investment portfolios [(except as described above with respect to the Funds)/and the Fund’s investments] across various asset classes in an effort to reduce the risk of loss, all investment portfolios are subject to risks. Accordingly, there can be no assurance that Client investment portfolios or the Fund will be able to fully meet their investment objectives and goals, or that investments will not lose money. Below is a description of several of the principal risks that Client investment portfolios and the Funds face. However, each prospective Investor and Client should carefully review the applicable offering and other governing documents before deciding to invest with the Adviser.

Management Risks. While the Adviser manages Client investment portfolios and the Funds based on the Adviser’s experience, research and proprietary methods, the value of Client’s investment portfolios and the Funds will change daily based on the performance of the underlying securities in which they are invested. Accordingly, Client’s investment portfolios and the Funds are subject to the risk that the Adviser allocates assets to asset classes that are adversely affected by unanticipated market movements and the risk that the Adviser’s specific investment choices could underperform their relevant indexes. Economic Conditions. Changes in economic conditions, including, for example, interest rates, inflation rates, employment conditions, competition, technological developments, pandemics, political and diplomatic events and trends, and tax laws may adversely affect the business prospects or perceived prospects of companies. While the Adviser performs due diligence on the companies in whose securities it invests, economic conditions are not within the control of the Adviser and no assurances can be given that the Adviser will anticipate adverse developments.

Pandemics. The impact of epidemics and pandemics could greatly affect the economies of many nations including the United States, individual companies, and the market(s). Pandemics may cause

extreme volatility and disruption in both the U.S. and global markets causing uncertainty and risks to economic growth, etc. Health crises caused by the recent coronavirus outbreak may exacerbate other pre-existing political, social, and economic risks in certain countries and globally. Also, pandemics may result, as this outbreak of coronavirus has resulted, in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellation of travel, disruptions to supply chains and customer activity, as well as general concern and uncertainty. Effects of Health Crises and Other Catastrophic Events. Health Crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect of the Funds’ investments and the Adviser’s operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods or business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for Fund portfolio companies. In addition, under such circumstances the operations, including functions such as trading and valuation, of the Adviser and other service providers could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Potential Use of Shareholder Activism. The Clients may attempt to build strong relationships with company management. In certain cases, the Partnership’s attempts to influence a company's management may result in the Clients taking or being granted a seat or seats on a company's board of directors. In this case, there exists the risk that the Clients 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 Clients may invest, there exists a potential risk of loss by the Clients of its entire investment in such situations.

Moreover, as a result of the potential employment of shareholder or creditor activism as Client strategy and the possibility that the Clients may participate in or otherwise engage in restructuring or similar activities, it is possible that the Clients may become involved in litigation (as either plaintiff or defendant), pursue proxy solicitations or oppose shareholder votes, and/or engage public relations firms to assist in such endeavors. Litigation and proxy solicitations, or opposition thereof, entail potentially significant expense and the possibility of counterclaims against the Clients. Ultimately, judgments may be rendered against the Clients for which the Clients may not carry insurance. Risks Related to Alternative Investment Vehicles. From time to time and as appropriate, the Adviser may invest a portion of a Client’s portfolio or the Funds in alternative vehicles. The value of Client investment portfolios or the Funds will be based in part on the value of alternative investment vehicles in which they are invested, the success of each of which will depend heavily upon the efforts of their respective managers. When the investment objectives and strategies of a manager are out of favor in the market or a manager makes unsuccessful investment decisions, the alternative investment vehicles managed by the manager may lose money. A Client account or the Funds may lose a substantial percentage of its value if the investment objectives and strategies of many or most of the alternative investment vehicles in which it is invested are out of favor at the same time, or many or most of the managers make unsuccessful investment decisions at the same time.

Equity Market Risks. The Adviser will generally invest portions of Client assets and the Funds directly into equity investments, primarily stocks, or into pooled investment funds that invest in the stock

market. As noted above, while pooled investment funds have diversified portfolios that may make them less risky than investments in individual securities, pooled investment funds that invest in stocks and other equity securities are nevertheless subject to the risks of the stock market. These risks include, without limitation, the risks that stock values will decline due to daily fluctuations in the markets, and that stock values will decline over longer periods (e.g., bear markets) due to general market declines in the stock prices for all companies, regardless of any individual security’s prospects.

Fixed Income Risks. The Adviser may invest portions of Client assets or the Funds directly into fixed income instruments, such as bonds and notes, or may invest in pooled investment funds that invest in bonds and notes. While investing in fixed income instruments, either directly or through pooled investment funds, is generally less volatile than investing in stock (equity) markets, fixed income investments nevertheless are subject to risks. These risks include, without limitation, interest rate risks (risks that changes in interest rates will devalue the investments), credit risks (risks of default by borrowers), or maturity risk (risks that bonds or notes will change the value from the time of issuance to maturity).

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The Adviser’s Clients (and Investors therein) may include endowments, sovereign wealth funds, public or private pensions, foundations, institutions, high net worth individuals, and the Funds. The Adviser does not provide investment advice individually to the Investors of the Funds.

Interests in the Fund are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Permitted Investors in the Fund may include high net worth individuals, banks, thrift institutions, pension and profit‐sharing plans, trusts, estates, charitable organizations, and other business entities.

Generally, the minimum investment requirement for the FF Hybrid Fund, FF Series Fund 3, FF Series Fund 4, and FF Series Fund 5 is $1,000,000 and for the FF Series Fund 2, is $100,000. The minimum investment for the Recovery Fund, FF Disposal Fund and FF Series Fund 1, and Solar is at the discretion of the general partner. The General Partner of FF Hybrid Fund or the managing member of FF Series Fund 2, and PUP Fund, in its sole discretion, may permit investments that are less than the required minimum investment commitment (or require a different amount), as set forth in the offering and other governing documents of the respective Funds. Minimum account sizes for other Client accounts vary depending on the type of investment advisory services to be performed and in certain circumstances may be negotiable. Separate Client account investment advisory services are generally available to individuals and institutional accounts with a minimum account size at the discretion of the Adviser. The Adviser may allow certain Investors to invest in a Fund on different business terms than other Investors. For example, a Fund may agree to provide certain Investors additional or different information from the information made available to the other Investors in a Fund. The Adviser also may agree to provide certain Investors with a fee arrangement that differs in structure and amount from that generally available to other Investors in the Fund. In determining whether to allow an Investor to participate in a Fund on different business terms, the Adviser may consider a number of different factors including, but not limited to, the Adviser’s belief about whether the different terms will adversely affect the other Investors in a Fund considered as a group; such Investor’s objectives in requesting or accepting such terms; whether such Investor is under legal, regulatory or “best practices” obligations to request such terms; and/or whether granting such terms is in any respect inconsistent with representations made by a Fund or the Adviser to Investors.

The Adviser may be entitled to receive performance‐based compensation calculated as a share of the capital appreciation of the Funds and Clients. The Adviser only receives performance‐based compensation in accordance with the provisions of the Investment Advisers Act of 1940.

At the end of each fiscal year and whenever an Investor makes a withdrawal from its capital account, there shall be reallocated to the Adviser (and/or an entity designated by the Adviser) from the capital account of such Investor of the FF Funds between 10% and 15% of such Investor’s share of the net profits, subject to a clawback. Full details of the clawback are described in the offering documents and other governing documents of the respective FF Fund. For Investors in FF Disposal, the adviser (and/or an entity designated by the Adviser) will receive 10% carried interest after distributions to members equal 100% of their initial investment plus a 5% internal rate of return. The Investors in Solar do not pay a performance-based fee. The Adviser, in its sole discretion, may waive or reduce any incentive allocation, carried interest or other incentive fee with regard to Investors that are employees or affiliates of the Adviser or relatives of such persons or for other Investors such as large or strategic Investors.

Notwithstanding the foregoing, the Adviser or its affiliates may negotiate or set any incentive allocation, carried interest or other incentive fees or other terms different from the foregoing with respect to a Fund, Sub-Advisory Client or any other Client the Adviser provides management services in the future.

Additionally, the Adviser manages accounts that are charged a performance‐based fee and accounts that are charged another type of fee, such as an hourly or flat fee or account‐based fee. Performance‐ based fees for the Adviser may be up to 15% of the profits generated in the Client’s account. Because the Clients may have different fee structures, a conflict of interest exists where the Adviser must allocate any limited investment opportunities among the Clients and may have an incentive to allocate to (a) a Client with a performance‐based fee structure over Clients that are not charged a performance‐ based fee, and (b) Clients from which the Adviser will receive a greater performance‐ based fee over Clients with a less performance‐based fee. Another potential conflict may arise if the Adviser manages the accounts of its principals and employees on a side‐by‐side basis with third party Clients. The Adviser generally addresses the foregoing conflicts by allocating investment opportunities among those Clients for which participation in the investment opportunity is considered appropriate in a fair and equitable manner, taking into account, among other considerations, whether the risk‐ return profile of the proposed investment is consistent with the

Client’s objectives and the liquidity requirements of the Client. Such considerations may result in allocations on other than a pari passu basis.

Mr. Andersen also serves as a Director of a privately‐held carbohydrate processing company.

The Adviser (together with its affiliates) serves as the investment manager and general partner/managing member to the Funds.

The Adviser does not recommend or select other investment advisers for Clients. As the sponsor/investment manager of the Funds, the Adviser receives management and performance fees or allocations from these Funds which creates a conflict of interest. All fees will be disclosed to the Clients in advance of their investment in a Fund. The Adviser’s employees, affiliates or their related persons may also invest directly in some or all of the Funds. In addition, as the Adviser manages multiple Clients, it may have conflicts of interest in allocating time and resources to such other Clients. As a result of the foregoing, the Adviser and its personnel may have conflicts of interest in allocating their time and activity between Clients, in allocating investments among Clients and other entities, and in effecting transactions between Clients and other entities, including ones in which the Adviser or its personnel may have a greater financial interest. To address these potential conflicts of interests in its material relationships, the Adviser has adopted policies and procedures, including a Code of Ethics (the “Code”) (as described in Item 11). Under the Code, in general, all personnel of the Adviser, including directors, officers, and employees of the Adviser, must put the interests of the Adviser’s Clients first and must act honestly and fairly in all respects in dealings with Clients. For a more detailed discussion of the Code and conflicts of interest policies, please see Item 11.

Code of Ethics and Personal Trading The Adviser has adopted the Code, the full text of which is available to Clients or potential Clients upon request. The Code has several goals. First, the Code is designed to assist the Adviser in complying with applicable laws and regulations governing its investment advisory business. Under the Advisers Act, the Adviser owes fiduciary duties to its Clients. Pursuant to these fiduciary duties,

the Code requires the Adviser’s associated persons to act with honesty, good faith and fair dealing in working with Clients. In addition, the Code prohibits associated persons from trading or otherwise acting on insider information.

Next, the Code sets forth guidelines for professional standards for the Adviser’s associated persons (managers, officers, and employees). Under the Code’s Professional Standards, the Adviser expects its associated persons to put the interests of its Clients first, ahead of personal interests. In this regard, the Adviser’s associated persons are not to take inappropriate advantage of their positions in relation to the Adviser’s Clients. Third, the Code sets forth policies and procedures to monitor and review the personal trading activities of associated persons. The Adviser’s associated persons may not invest in the same securities recommended to Clients, except as provided below. The Code’s personal trading policies include procedures for limitations on personal securities transactions of associated persons, including generally disallowing trading by an associated person in any security any Client account trades or considers trading and the creation of a restricted securities list, reporting and review of personal trading activities and pre‐clearance of certain types of personal trading activities. These policies are designed to discourage and prohibit personal trading that would disadvantage Clients. The Code also provides for disciplinary action as appropriate for violations.

Participation or Interest in Client Transactions As outlined above, the Adviser has adopted procedures to protect Client interests when its associated persons invest in the same securities as those selected for or recommended to Clients. In the event of any identified potential trading conflicts of interest, the Adviser’s goal is to place Client interests first. While the Adviser infrequently transfers securities from one Client account to another Client account (each such transfer, a "Cross Trade"), the Adviser would only so do if the Adviser determined the Cross Trade was the in best interests of both Clients. Further the Adviser would seek to ensure that any such Cross Trade is consistent with the investment objectives and policies of each Client account involved in the trade and applicable law, as well as with the Adviser’s fiduciary duty and obligation to seek to obtain best execution for each Client.

To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Client by the Adviser or its personnel, the Adviser will comply with the requirements of Section 206(3) of the Advisers Act, including that any such transactions will be considered on behalf of Clients (and Investors therein) and approved or disapproved by (i) an advisory board comprised of representatives of such Clients (and Investors therein); (ii) independent members of a board of directors; or (iii) a committee consisting of one or more persons selected by the Adviser (or its affiliates), and any valuation approved by such a committee may, in the discretion of the committee, be determined by an independent third party that has appropriate experience in providing such valuations.

The Adviser is authorized to determine the broker or dealer to be used for each securities transaction for the Client. 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 Clients may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate.

In selecting a broker, the Adviser may consider a number of factors, including:

execution capability net price reliability and financial stability clearance and settlement size of the transaction difficulty of transaction general reputation custodial and other services provided by the broker/dealer that are expected to enhance general portfolio management capabilities, block trading coverage of a particular security research (including economic forecasts, investment strategy advice, fundamental and technical advice on individual securities, valuation advice and market analysis) availability of stocks to borrow short

Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision‐making process. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker‐dealer and other relevant parties such as custodians); trading software operated by a broker‐dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post-trade matching of trade information; and services required by the Securities and Exchange Commission or a self‐regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, the Adviser may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system, trade analytical software or proxy services). In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision‐ making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision‐making responsibilities will be paid through brokerage commissions generated by Client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Investment Manager from its own resources.

Research and brokerage services obtained by the use of commissions arising from the Client's portfolio transactions may be used by the Adviser in its other investment activities, and thus, a Client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research

or brokerage services provided.

Because many of those services could benefit the Adviser, it may have a conflict of interest in allocating Client brokerage business. In other words, the Adviser could have an incentive to execute Client transactions through a broker or dealer that provides valuable services or products and pay transaction commissions charged by that broker or dealer which may be higher than Adviser might otherwise be able to negotiate. The Adviser could also have an incentive to cause Clients to engage in more securities transactions that would otherwise be optimal in order to generate soft dollars with which to acquire research products and services.

Although the Adviser will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between the Adviser and its Clients.

In selecting brokers and negotiating commission rates, the Adviser will consider the financial stability and reputation of brokerage firms, and the research, brokerage or other services provided by such brokers. The Adviser may place transactions with a broker or dealer that refers potential Investors to the Funds advised by the Adviser (or an affiliate), if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker‐dealer in recognition of the referral of potential Investors.

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. Clients participating in aggregated trades will generally be allocated securities based on the average price achieved for such trades. More specifically, each Client that participates in an aggregated order will participate at the average share price for all of the Adviser’s transactions in that security or other instrument on a given business day and transaction costs will be shared pro rata based on each Client's participation in the transaction. No Client will be favored over any other Client as a result of such aggregation. Brokerage commission rates will not be reduced because of such aggregation. In some instances, average pricing may result in higher or lower execution prices than otherwise obtainable by a single Client. The Adviser believes that its aggregation policy is lawful and consistent with its duty to seek best execution for all its Clients. During the last fiscal year, the Adviser directed Client transactions to particular brokers based on each broker’s reputation, financial strength and stability, efficiency of execution and error resolution, the size of the transaction and the market for the security, and the comprehensiveness and frequency of available research services and products provided by the broker.

Morgan Stanley & Co, LLC. and BofA Securities, Inc. (the “Prime Brokers”) are the current Prime Brokers for the Adviser.

The Adviser’s authority may be subject to conditions imposed by a Client, examples of which may include: (i) where the Client restricts or prohibits transactions in a certain industry, issuer or security and/or (ii) where the Client directs that some or all account transactions be effected through specific brokers or dealers. In the latter case, the Client is responsible for negotiating the terms and conditions (including, but not limited to, commission rates) relating to all services to be provided by such brokers. The Adviser will assume no responsibility for obtaining the best prices or any particular

commission rates for transactions with or through any such broker for such Client’s account. A Client must recognize that it may not obtain rates as low as it might otherwise obtain if the Adviser had the discretion to select brokers or dealers other than those chosen by the Client. Any Client providing instructions to Adviser regarding the direction of brokerage transactions must notify Adviser in writing if the Client desires Adviser to cease executing transactions with or through any such broker or dealer.

The Adviser may place transactions with a broker or dealer that refers potential Investors to the Funds advised by the Adviser (or an affiliate), if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker‐dealer in recognition of the referral of Investors. Please see Item 12 ‐ Brokerage Practices for more information.

From time to time, the Adviser may enter into arrangements with third parties (“Solicitors”) to identify and refer potential Clients to the Adviser and/or to serve as placement agents for the Fund. Consistent with legal requirements under the Advisers Act, the Adviser enters into written agreements with Solicitors under which, among other things, Solicitors are required to disclose their compensation arrangements to prospective Clients before such Clients enter into an agreement with the Adviser. To address potential conflicts of interest, the Adviser generally requires Solicitors to provide details, or the Adviser provides details, of any referral fees relating to a particular potential Client or potential Investor to that Client or Investor at the time of any solicitation activities. Any compensation paid to such placement agents that the Adviser may engage, will not impact the fees paid by Investors in the Fund.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a Client’s evaluation of the Adviser or the integrity of the Adviser’s management. The Adviser has no disciplinary events to report.

The Adviser continuously reviews holdings across Client accounts. An account‐by account review is conducted quarterly or more frequently as necessary. These reviews will focus on the appropriateness of the Client’s investments for the Fund’s portfolio and the performance of the Fund.

Investors in the Funds generally receive, among other things, a copy of audited financial statements of the Fund within 120 days after the fiscal year end of the Fund. In addition, Investors in the Funds will typically receive unaudited summary financial information regarding their investment in the Fund on a monthly basis. Investors in the Fund also receive regular reporting updates through letters and investor meetings. Sub-Advisory Clients generally receive written quarterly and annual reports from the custodian.

Rule 206(4)‐2 promulgated under the Advisers Act (the “Custody Rule”) (and certain related rules and regulations under the Advisers Act) imposes certain obligations on registered investment advisers that have custody or possession of any funds or securities in which any client has any beneficial interest. An investment adviser is deemed to have custody or possession of client funds or securities if the adviser directly or indirectly holds client funds or securities or has the authority to obtain possession of them (regardless of whether the exercise of that authority or ability would be lawful).

The Adviser is required to maintain the funds and securities (except for securities that meet the privately offered securities exemption in the Custody Rule) over which it has custody with a qualified custodian. Qualified custodians include banks, brokers, futures commission merchants, and certain

foreign financial institutions.

Rule 206(4)‐2 imposes on advisers with custody of clients’ funds or securities certain requirements concerning reports to such clients (including underlying investors) and surprise examinations relating to such clients’ funds or securities. However, an adviser need not comply with such requirements with respect to pooled investment vehicles subject to audit and delivery if each pooled investment vehicle (i) is audited at least annually by an independent public accountant and (ii) distributes its audited financial statements prepared in accordance with generally accepted accounting principles to their investors, all limited partners, members or other beneficial owners within 120 days (180 days in the applicable case of a fund of fund adviser) of its fiscal year‐end. The Adviser relies upon this audit exception with respect to the Funds.

The Adviser has discretionary authority to determine the investments to be bought or sold and the amounts to invest for Client accounts, pursuant to the respective investment advisory agreements between the Adviser (or its affiliates) and the Client.

The Adviser votes all proxies on behalf of each account over which the Adviser has proxy voting authority based on the Adviser’s determination of such account’s best interests. In determining whether a proposal serves an account’s best interests, the Adviser considers a number of factors, including:

the proposal’s economic effect on shareholder value; the threat that the proposal poses to existing rights of shareholders; the dilution of existing shares that would result from the proposal; the effect of the proposal on management or director accountability to shareholders; and if the proposal is a shareholder initiative, whether it wastes time and resources of the company or reflects the grievance of one individual.

The Adviser abstains from voting proxies when it believes that it is appropriate to do so.

If a material conflict of interest over proxy voting arises between the Adviser and a Client, the Adviser will vote all proxies in accordance with the policy described above. If the Adviser determines that this policy does not adequately address the conflict of interest, the Adviser will notify the Client of the conflict and request that the Client consent to the Adviser’s intended response to the proxy solicitation. If the Client consents to the Adviser’s intended response or fails to respond to the notice within a reasonable time specified in the notice, the Adviser will vote the proxy as described in the notice. If the Client objects in writing to the Adviser’s intended response, the Adviser will vote the proxy as the Client directs. A Client can obtain a copy of the Adviser’s proxy voting policy and a record of votes cast by the Adviser on behalf of that Client by sending an email to ir@flatfootedllc.com.

The Adviser is not required to include a balance sheet for its most recent financial year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.