Garden Investment Management, L.P.

Garden Investment Management, L.P. (the “Adviser”, “Garden Investments” or the “Firm”), a Delaware limited partnership, is a newly formed investment advisory firm founded in 2024 by Ed Garden, Chad Fauser and Brian Jacoby. The Adviser provides investment advisory services to Adviser-sponsored pooled investment vehicles (collectively, the “Funds” or each a “Fund”). The investment advisory services provided to each Fund are based on the investment objectives and restrictions as set out in a Fund’s offering document. The terms upon which the Adviser serves as investment adviser to a Fund are established at the time each Fund is established and are set out in separate investment management agreements or in the underlying Fund documents. The terms of each investment management agreement and other Fund documents may vary from Fund to Fund. See Item 8 for a discussion of the investment strategies that are employed by the Adviser. As of December 31, 2025, the Adviser had approximately $507,680,656 of assets under management. All of these assets are managed on a discretionary basis.

The Adviser generally receives management fees and performance fees (or allocations) in connection with the investment advisory services it provides to the Funds. Management fees and performance fees payable to the Adviser by a Fund are established by the Adviser at the time of the establishment of a Fund and may vary among each Fund or classes within a Fund. Specific details of such compensation and its method of calculation are set out in the investment management agreements and/or underlying governing documents (including offering materials) of the relevant Fund. Management fees generally are calculated and payable monthly in advance based on the balance of Partners’ Capital Accounts on the first business day of such month, typically equal to a percentage of up to 2% per annum of the applicable Fund’s net asset value. The Adviser also typically receives a carried interest (“Performance Compensation”) equal to a percentage of up to 20% of net gains. In certain circumstances, Performance Compensation is subject to up to a 10% performance hurdle. Management fees and performance fees are deducted from each Fund’s assets and are not billed separately. The amount and method of the calculation of a performance fee or allocation, and of a management fee, may be changed by the Adviser, or the applicable board of directors or general partner(s) of a Fund, at any time with the consent of the Fund’s investors or limited partners. The Adviser, or the applicable board of directors or general partner(s) of a Fund, may waive, reduce or calculate differently the management fee or performance fee or allocation applicable to any investor without the consent of, or notice to, any other investor. If a client or investor terminates in the middle of a billing period, the Adviser will re-calculate the fee pro-rated for the partial period and any fees overpaid will be refunded to the client or investor. The Adviser has waived or negotiated different fee arrangements for certain clients or investors, such as “friends and family” of the Adviser. The Funds will incur brokerage and other transaction costs, see Section 12 of this brochure which discusses brokerage. In addition to the management fees and Performance Compensation, each Fund will bear the costs, expenses and liabilities that in the good faith judgment of the general partner of a Fund are incurred by or arise out of the operation and activities of the Fund (“Fund Expenses”), including, without limitation:

(a) out-of-pocket fees and expenses relating to consummated investments, including, (i) the sourcing, bidding, evaluating, purchasing, trading, settling, maintaining custody, monitoring, acquisition, holding and sale of thereof, (ii) fees and expenses related to the organization or maintenance of any intermediate entity used to acquire, hold or dispose of any investment or otherwise facilitating the Fund’s investment activities, including without limitation any overhead expenses related to such entity, (iii) travel, meal and lodging expenses incurred in connection with the preliminary investigation of potential investment opportunities and (iv) travel, meal, lodging and other ordinary course of business expenses of monitoring of investments; (b) out-of-pocket fees and expenses (including travel and lodging expenses) associated with non-passive campaigns such as fees and expenses related to event hosting and production, public presentations, creating and maintaining informational websites, public relations, public affairs and government relations, forensic and other analyses and investigations, proxy contests, solicitations and tender offers, and compensation, indemnification, and other fees and expenses of any nominees proposed by the Adviser as directors or executives of the portfolio company and/or fees and expenses (including travel and lodging expenses) relating to unaffiliated advisers, consultants, and finders and/or introducers; (c) an amount equal to 100% of all premiums for insurance protecting the Fund and any indemnified persons from liabilities to third persons in connection with Fund affairs to the extent such premiums cover liabilities with respect to actions or omissions of the Fund or of any indemnified person that would otherwise be subject to indemnification by the Fund; (d) (i) out-of-pocket legal, Fund-related public relations, custodial and accounting expenses of third-party service providers, experts, advisors, consultants, engineers and other professionals and service providers, including fees, costs and expenses associated with the preparation of amendments of a Fund’s underlying documents and the solicitation of consent to such amendments, preparation, printing and distribution of the Fund’s financial statements, tax returns and Schedule K-1s, (ii) any costs and expenses of all legal and regulatory compliance obligations under U.S. federal, state, local, non-U.S. or other laws and regulations directly related to the making, holding or disposing of investments by the Fund (whether such compliance obligations are imposed on the Adviser, the general partner, their affiliates or the Fund), including, without limitation, the preparation and filing of (a) Form PF under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) (b) Form 13F, Form 13H, Section 16 filings, Schedule 13D filings, Schedule 13G filings and other filings, in each case under the Exchange Act, (c) TIC Form SLT filings, (d) materials required under FATCA and FinCEN reporting requirements applicable to the Fund, (e) CFTC Rule 4.13(a)(3) notice of claim, Form CPO-PQR, Form CTA PR and NFA Form PQR filings, (f) filings under the Hart-Scott-Rodino Antitrust Improvements Act and other antitrust laws and regulations, (g) any other Fund-related compliance obligations (including Form ADV, blue sky filings, registration statement filings, and cost related to any inquiry, investigation or proceeding involving the Fund), and (h) any other forms, schedules or other filings with governmental and self-regulatory agencies directly related to the making, holding or disposing of investments by the Fund, and the costs and expenses of any custodian and/or depositary appointed by the general partner or its affiliates in relation to the safeguarding, administering and/or holding (or similar) of investments and/or registrations, licenses, notices, reports and/or filings prepared in connection with the laws and/or regulations of jurisdictions in which the Fund engages in activities, including any registrations, licenses, notices, reports and/or filings required in accordance

with the AIFM Directive and any related regulations, and other notices or disclosures of the Manager and/or its affiliates relating to the Fund and their activities or any national private placement regime in any jurisdiction and incurred in connection with the general partner’s or any of its affiliates’ compliance with disclosure, reporting and other similar obligations or under the AIFM Directive or any national private placement regime in any jurisdiction, including, for the avoidance of doubt any reporting required in connection with Annex IV of the AIFM Directive (“Fund-Related Compliance Obligation Expenses”) (it being understood that, where such Fund-Related Compliance Obligation Expenses relate to the Fund and other funds, clients and/or accounts to which the Fund’s general partner, the Adviser or any of their respective affiliates provides investment services, such costs and expenses shall mean the Fund’s allocable share thereof as determined in good faith by the Adviser) and (iii) out-of-pocket expenses related to data rooms, investor portals or other websites and accounting systems; (e) interest on and fees and expenses arising out of all borrowings, guarantees or other credit support obligations by the Fund, including, but not limited to, the arranging thereof and the costs and expenses of any lenders, investment banks and other financing sources (but excluding any interest incurred in connection with acquiring or holding financial instruments that provide equity-like exposure to the portfolio company (including without limitation, derivatives and swaps)); (f) out-of-pocket auditing, accounting, banking, consulting and valuation expenses of thirdparty service providers (including accounting, technology and environmental, social and governance consultants); (g) origination fees, syndication fees, research costs (including any third party research costs) and due diligence costs; (h) out-of-pocket appraisal expenses of third-party service providers; (i) out-of-pocket fees, costs and expenses of any third-party administrators and deal finders; (j) costs and expenses of asset managers and other professionals and service providers in respect of portfolio investments; (k) extraordinary costs and expenses; (l) taxes and other governmental charges, fees and duties payable by the Fund, and costs and expenses associated with third-party tax advisors, tax return preparation or tax audits (including any taxes imposed on or payable by the Fund, any subsidiary of the Fund or any investment of the Fund under subchapter C of Chapter 63 of the Internal Revenue Code (Sections 6221 et seq.) and any regulations and other guidance promulgated thereunder, and any similar state or local legislation, regulations or guidance.); (m) costs, losses, claims, damages, liabilities, taxes, expenses (including legal and other professional fees and disbursements), judgments, fines and/or settlements (including the costs of any indemnity or contribution right granted to any placement agent or third-party finder for interests engaged by the Fund or its affiliates); (n) costs of reporting to the Fund’s limited partners and the general partner; (o) fees, costs and expenses incurred in connection with the formation and operation of any advisory committee of the limited partners, including any committee; (p) costs associated with any third-party examinations or audits (including other similar services) of the Fund or the Adviser that are attributable to the operation of the Fund or requested by limited partners; (q) costs of winding up and liquidating the Fund;

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The Adviser seeks to achieve superior risk-adjusted returns by investing in opportunities where the Adviser believes there is a significant discrepancy between market value and intrinsic value. The Adviser will frequently use engagement to close this discrepancy, which may include working with management or other more aggressive steps such as acquiring substantial publicly disclosed stakes in issuers, proposing a restructuring, recapitalization, sale, or other change in strategic direction, seeking potential acquirers, engaging in proxy contests, making tender offers, changing management and other related activities. As further described below, the Adviser primarily employs a fundamental, research-driven, valueoriented approach to identify potential investments. Investing in these securities involves risk of loss that clients/investors should be prepared to bear. Please see the section “Material Risks of Investment Strategies and Methods of Analysis” below for additional details. To achieve its investment objective, the Adviser seeks to primarily utilize the following methods: (i) non-passive investing; (ii) public-to-private transactions; (iii) “roll-up” transactions; and (iv) opportunistic investing. Non-passive Investing. The Adviser focuses on identifying companies that it believes are fundamentally undervalued. Typically, the Adviser targets companies for which both market values differ materially from intrinsic value and the Adviser believes actions can be taken to close the gap. In those situations, the Adviser will often seek to engage management/board members and the shareholder base to create value by leveraging the expertise of the Adviser’s management team. When appropriate, the Adviser will identify, promote and/or seek to undertake specific courses of action to increase shareholder value, including, among others, operational improvements, changes in capital structure and/or capital allocation, management changes and/or various other alternative courses of action. Public-to-Private Transactions. The Adviser seeks to drive long-term sustainable earnings growth for the benefit of all shareholders. To achieve this goal, the Adviser will engage in transactions to convert a publicly traded company into a private entity by purchasing or acquiring the shares of the publicly traded company in order to effectuate corporate change and increase efficiency of a company’s operations. “Roll-up” Transactions. In some cases, the Adviser will become involved in “roll-up” transactions, whereby the Adviser will seek to consolidate small companies with high growth potential in particular geographies and/or industries. Opportunistic Investing. The Adviser relies on fundamental analysis of a company and its industry, competition, risks and opportunities related to the business as well as an extensive understanding of the relevant securities and documentation in its capital structure. The Adviser will seek to profit from opportunistically taking advantage of market dislocations and acquiring undervalued securities. The Adviser will seek to acquire control positions in certain

tranches of securities in order to seek fundamental changes to the constituent company, its management team or balance sheet. B. MATERIAL RISKS OF INVESTMENT STRATEGIES AND METHODS OF

ANALYSIS

The investment strategies that the Adviser employs subject a Fund to various risks, including the possible loss of principal. Investing in a Fund involves the risk that the Fund may not achieve its investment objective. Investors in a Fund should be aware that all investments in securities involve a risk of loss of their investment, which they should be prepared to bear. Below is a discussion of the material risks of significant investment strategies and primary investments of the Funds. For more information about a particular Fund’s risks, please see the offering materials for that Fund. Investors may lose all, or substantially all, of their investment in the Funds. Risks of Investments in Securities Generally. All securities investments risk the loss of capital. No guarantee or representation is made that a Fund’s investment program will be successful. An investment program may involve, without limitation, risks associated with limited diversification, leverage, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in investment activities. Certain investment techniques of the Funds can, in certain circumstances, magnify the impact of adverse market moves to which the Fund may be subject. In addition, a Fund’s investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where a Fund may invest its assets. A Fund’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Non-passive Investment Strategies. The Adviser may pursue a non-passive role and seek to effectuate corporate, managerial or similar changes with respect to an investment. The costs in time, resources and capital involved in such non-passive investments depend on the circumstances, which are only partially within the Adviser’s control, and may be significant, particularly if litigation against the Adviser and/or the Funds ensues. In addition, the expenses associated with a non-passive investment strategy, including potential litigation, expenses related to the recruitment and retention of board members, executives and other individuals providing business assistance to the Adviser in connection with a non-passive campaign (including, for example, consultants and corporate whistle-blowers) or other transactional costs, will generally be borne by the applicable Fund. Such expenses may reduce returns or result in losses. The success of the Funds’ non-passive investment strategy may require, among other things: (i) that the Adviser properly identify portfolio companies whose equity prices can be improved through corporate and/or strategic action; (ii) that the Funds acquire sufficient ownership of such portfolio companies at a sufficiently attractive price; (iii) a positive response by the

management of portfolio companies to shareholder engagement; (iv) a positive response by other shareholders to non-passive investors and the Adviser’s proposals; and (v) a positive response by the markets to any actions taken by portfolio companies in response to non-passive investors. None of the foregoing can be assured. The Funds, either alone or together with others, may secure the appointment of persons to a portfolio company’s board of directors. In doing so, individual(s) (including members, partners, officers, managers, employees or affiliates of the Adviser and their respective affiliates or designees) serving on the board of directors of the portfolio company at the Funds’ request will acquire fiduciary duties to the portfolio company and to the portfolio company’s shareholders, members, unitholders, partners or other owners of the portfolio company in addition to the duties such persons owe the Funds. Such fiduciary duties may require such individuals to take actions that are in the best interests of the portfolio company or its shareholders, members, unitholders, partners or other owners. Accordingly, situations may arise where persons appointed to portfolio company boards may have a conflict of interest between any duties that they owe to the portfolio company and its owners, on the one hand, and any duties that they owe to the Funds, on the other hand. Non-passive strategies employed by the Adviser in respect of the Funds’ investments may prove ineffective for a variety of reasons, including: (i) opposition of the management, board of directors and/or shareholders of the subject company, which may result in litigation and may erode, rather than increase, shareholder value; (ii) intervention of one or more governmental agencies; (iii) efforts by the subject company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror proposed by the Adviser; (iv) market conditions resulting in material changes in securities prices; (v) the presence of corporate governance mechanisms, such as staggered boards, poison pills and classes of shares with increased voting rights; and (vi) the necessity for compliance with applicable securities laws. In addition, opponents of proposed corporate governance changes may seek to involve regulatory agencies in investigating the transaction or the Funds, and such regulatory agencies may independently investigate the participants in a transaction, including the Funds, as to compliance with securities or other laws. This risk may be exacerbated to the extent the Adviser develops and utilizes novel non-passive strategies. Furthermore, successful execution of a non-passive strategy may depend on the active cooperation of shareholders and others with an interest in the subject company. Some shareholders may have interests which diverge significantly from those of the Funds and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Adviser believes are fundamentally underpriced or incorrectly priced may not ultimately be valued in the capital markets at prices and/or within the timeframe the Adviser anticipates, even if the Adviser’s non-passive strategy is successfully implemented. Directorships on Boards of Portfolio Companies. The Funds may obtain rights to participate substantially in and to influence substantially the conduct of management and the board of directors of issuers of securities acquired by it. Members, partners, officers, managers, employees or affiliates of the Adviser and its affiliates or designees may serve as directors of, or in a similar capacity with, companies in which a Fund invests, the securities of which are purchased or sold on behalf of a Fund. In the event that material non-public information is obtained with respect to such companies or a Fund becomes subject to trading restrictions

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The Adviser provides investment advisory services, as described above in response to Item 4, to the Funds. Each Fund will not be registered or be required to be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The securities of each Fund will not be registered or be required to be registered under the Securities Act of 1933, as amended and will be privately placed to qualified investors in the United States and elsewhere. A Fund generally will have a specified minimum investment as set out in the Fund’s offering documents. A Fund’s general partner or board of directors, in its sole discretion, may generally decline to accept the capital commitment of any prospective or current investor and/or may accept capital commitments of a lesser amount and expects to do so for officers, employees, certain former employees and friends and family of the Adviser and its affiliates.

The Adviser receives Performance Compensation from the Funds it manages. This Performance Compensation, as noted above in “Fees and Compensation,” may equal a percentage of up to 20% of net gains. In certain circumstances, Performance Compensation is subject to up to a 10% performance hurdle. The Adviser, or the applicable board of directors or general partner(s) of a Fund, may waive, reduce or calculate differently the performance fee or allocation with respect to any investor, including partners, shareholders and employees of the Adviser, a general partner of a Fund or other affiliates. The Adviser may face a conflict of interest to the extent that it manages a Fund for which it receives a performance fee at the same time as it manages one or more other Funds for which it receives no performance fee or a different level of performance fee. A performance fee arrangement generally entitles an investment adviser to additional compensation based on the performance of the Fund bearing the performance fee. The Adviser may have an incentive to favor Funds or take increased investment risk on behalf of Funds for which it receives a larger performance fee because it could receive greater compensation from such Funds. In addition, due to the method of calculating the performance fees, such fees may be affected by factors within the Adviser’s control (i.e., a performance fee is typically dependent, in part, on the unrealized value of certain investments, which could provide an incentive for the Adviser to use higher valuations when calculating the performance fee). The Adviser has put into place policies and procedures to mitigate the risk of these conflicts of interest and at all times will seek to allocate trades and securities to the Funds in a fair and equitable manner. In addition, each Fund’s financial statements, which are used as the basis upon which the performance fee is calculated, will be reported in conformity with U.S. Generally Accepted Accounting Principles and generally requires the fair valuation of investments. The Adviser manages multiple Funds that pursue similar non-passive investment strategies, including seeking board representation and engaging with portfolio company management to effect strategic change. Although each Fund invests in a different issuer, the Adviser’s investment professionals may be required to allocate their time, attention, and resources among such Funds, which could present conflicts regarding the prioritization of activities. The Adviser seeks to address these potential conflicts by acting in a manner it believes is fair and equitable to each Fund.

Neither the Adviser nor any of its management persons is registered, or has an application pending to register, as: (i) a broker-dealer; (ii) a registered representative of a broker-dealer; (iii) a futures commission merchant; (iv) a commodity pool operator, (v) a commodity trading advisor; or (vi) an associated person of any of (ii), (iii), (iv) or (v). As described above, the Adviser serves as the investment adviser to the Funds. Entities that serve as general partners to the Funds organized as limited partnerships are affiliated with the Adviser.

Personal Trading A. CODE OF ETHICS AND PERSONAL TRADING The Adviser has adopted a Code of Ethics (the “Code”) in accordance with Rule 204A-1 under the Advisers Act. The Code is based on the Adviser’s fiduciary duty to its clients. The fundamental tenants of the Code include: (1) acting in the best interest of clients; (2) conducting personal securities transactions in a manner so as to be consistent with the Code and avoiding any actual or potential conflict of interest or any abuse of an employee’s position of trust and responsibility; (3) refraining from taking inappropriate advantage of the relationship with the clients; (4) maintaining the confidentiality of security holdings and financial circumstances of clients; (5) maintaining independence in the investment decision making process; and (6) providing accurate disclosure in reports required by auditors, regulators, or government bodies. As a fiduciary, the Adviser and its employees owe an affirmative duty of care, loyalty and good faith to act in the best interests of its clients. Generally, the Code will impose the following five basic requirements on the Adviser and its employees: (1) their conduct must conform with the fiduciary standards set out in the Code; (2) they must comply with all applicable federal laws, including but not limited to federal securities laws; (3) their personal securities transactions must comply with the Code; and (4) they must obtain prior approval for certain personal securities transactions as described under the Code. The Adviser will forbid the illegal use of material non-public information in trading securities, regardless of whether the trades are executed for client accounts or for a personal securities account. At the commencement of employment at the Adviser and thereafter at least annually, all Employees, as defined below, are required to sign an acknowledgment that they have received, read and understand all provisions of the Code and agree to be subject to the Code, and any amendments. Employees are the Adviser’s employees, partners, officers, directors (or other persons occupying similar statuses or performing similar functions), or other persons who provide investment advice on behalf of the Firm and are subject to the Firm’s supervision and control. Under the Code, employees’ ability to engage in personal securities transactions, if any, is subject to certain conditions and limitations. Generally, the Code requires Employees to obtain pre-clearance of certain transactions in their own personal accounts, as well as accounts held by certain relatives that are members of their household. In addition, employees are required to report all investment holdings in these accounts and are also required to report transactions in Reportable Securities, with limited exceptions, to the Adviser’s legal/compliance

department no later than 30 days after the end of the calendar quarter. The Code also requires confidential treatment of information acquired by an Employee in connection with his or her role with the Adviser as well as reporting of conflicts of interest. Upon request of a client, the Adviser will provide a copy of the Code. B. PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS, AND OTHER POTENTIAL OR ACTUAL CONFLICTS From time to time, the Adviser, its officers and employees may have a material financial interest in securities that are recommended to clients for purchase or sale and may buy or sell securities that are recommended to clients for purchase or sale. The Adviser recognizes that this practice may result in conflicts of interest. The Adviser’s policy is that the Adviser will not engage in any principal transactions with any Fund without receiving prior client consent and will comply with the SEC’s requirements, including the requirements of Section 206(3) of the Advisers Act. The Adviser, its affiliates, their employees and relatives of the employees may invest, directly or indirectly, in the Funds. The terms of investment, including economic and liquidity terms, applicable to such investors may be more favorable than the terms available to other investors in a Fund and the other investors will not be provided with notice of such terms or an opportunity to invest on such terms. A Fund and/or the Adviser may enter into side letter agreements with certain prospective or existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in a Fund’s offering documents. For example, such terms and conditions may provide for special rights to make future investments in a Fund, other investment vehicles or managed accounts; special withdrawal rights or better liquidity; transfer rights; a reduction in the management fee or performance allocation to be borne by the investor; rights to receive reports from a Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions); rights to coinvestment opportunities, and such other rights as may be negotiated by a Fund and such investors, that are not generally available to other investors. The existence of such side letter arrangements and preferential terms may result in certain investors receiving rights or benefits that are not available to other investors in the same Fund. These differences may relate to, among other things, fees, liquidity, information or reporting, or participation in investment opportunities. Accordingly, investors should be aware that their rights and benefits may differ from those of other investors in the same Fund. The Adviser, its officers, directors and employees may trade securities for their own accounts, including securities held by a Fund. The Adviser, its officers, directors and employees may from time to time take positions in their proprietary accounts that are opposite the positions taken for, or held by, a Fund. The Adviser, its officers, directors and employee may receive more favorable execution than the Funds. Personal transactions are required to comply with the Code, which is discussed above. Allocation of Investment Opportunities There is a potential conflict of interest when determining the allocation of limited investment opportunities across Funds with similar investment mandates. However, none of the Funds currently have similar investment mandates and therefore there is not expected to be an overlap in investment opportunities among the Funds.

These allocation policies are intended to be flexible, may be modified or amended from time to time and are subject to change by the Adviser, in its sole and absolute discretion, without prior notice to investors.

A Fund’s securities transactions are expected to generate a substantial amount of brokerage commissions and other compensation, which the Funds, and not the Adviser, are obligated to pay. In such cases, the Adviser has complete discretion in deciding what brokers and dealers the Funds will use and in negotiating the rates of compensation the Funds will pay. In addition to using brokers as “agents” and paying commissions, the Funds may buy or sell securities directly from or to dealers acting as principals that include markups or markdowns, and may buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. The Adviser will generally allocate brokerage on behalf of a Fund on the basis of best available execution and in consideration of such broker’s provision or payment of the cost of brokerage and research services that are of benefit to such Fund and other clients of the Adviser. If the Adviser determines in good faith that the amount of commission charged by a broker is reasonable in relation to the value of brokerage and research services provided by such broker, the Funds may pay commissions to such broker in an amount greater than the amount another firm might charge. Such brokerage and research services furnished by brokers through which a Fund effects securities transactions may include the cost of investment research, and may be used by the Adviser or its affiliates in advising other Funds and not necessarily such Fund paying such commissions. This may give the Adviser an incentive to select or recommend a broker-dealer based on our interest in receiving the research or other products or services, rather than a client’s interest in receiving most favorable execution. The Adviser receives a benefit because it does not have to produce or pay for the research, products or services received in this manner. The Adviser generally intends to comply with Section 28(e) of the Exchange Act with respect to the allocation of brokerage, which permits the use of “soft dollars” in certain circumstances. The Adviser limits the use of “soft dollars” to obtain services that constitute research and brokerage within the meaning of Section 28(e) of the Exchange Act. Research services within Section 28(e) that the Adviser may receive 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 investments and strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; advice from industry professionals, lawyers, tax professionals and accountants regarding actual and potential investments; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a brokerdealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post-trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. Research and brokerage services obtained by the use of commissions arising from a Fund’s portfolio transactions may be used by the Adviser in its other investment activities on behalf of another Fund, and thus, a Fund may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services

provided. Therefore, the availability of “soft dollars” from certain brokers presents the Adviser with a conflict of interest and may provide incentives for the Adviser to use the services of certain brokers regardless of whether it is in the best interests of a particular Fund. Certain brokers and custodians may provide capital introduction services whereby the Adviser may be afforded the opportunity to make a presentation regarding services to certain qualified investors identified by the broker or custodian. While the brokers or custodians generally provide such services at no additional cost to the Adviser, the Adviser, and not a Fund, may be the principal or sole beneficiary of those services, thus presenting a potential conflict of interest between a Fund and the Adviser. The Adviser will determine the selection of particular broker-dealers for securities transactions of the Funds subject to the Adviser’s policy to seek best execution for such transactions. The Adviser does not expect to recommend, request or require that a Fund direct it to execute transactions through a specified broker-dealer, nor does the Adviser expect to permit a Fund to direct brokerage. When the Adviser deems the purchase or sale of securities to be in the best interest of more than one Fund, the Adviser may, but will not be obligated to, aggregate the securities to be purchased or sold. Combining purchase or sale orders in this manner may result in superior execution and/or lower brokerage expenses; however, it may also decrease the prices received or increase the prices required to be paid for the securities sold or purchased. Please refer to Item 11 for a more detailed discussion of the allocation of investment opportunities.

The Adviser shall not participate in arrangements with non-clients that result in the Adviser receiving an economic benefit for providing investment advice or other services to its clients. The Adviser expects to receive capital introduction services from certain brokers and custodians. The Adviser does not expect to pay for these services, but the Adviser, and not its clients, will be the principal or sole beneficiary of such services. The Adviser is responsible for selecting brokers for the Funds, and negotiating brokerage fees, margin fees, and other fees. Capital introduction services may therefore present a conflict of interest between the Adviser and its clients.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

The Adviser reviews each Fund’s portfolio on a regular basis. Certain members of the Adviser’s investment and business teams are expected to review potential investments and approve all investments made by the Funds. Senior management at the Adviser, and/or supervisory personnel are expected to be responsible for reviewing documents relating to the investment process, trade data, and other reports on a regular basis and for overseeing investment activity. B. INVESTOR REPORTS

The Funds provide to investors (1) written annual audited financial statements within 120 days of the Fund’s fiscal year end (for Funds that have completed an annual audit), (2) at least quarterly, written unaudited account balances and performance reports and (3) information necessary for investors to complete U.S. Federal, state and local income tax returns.

The Adviser is deemed to have custody, as defined in Rule 206(4)-2 under the Advisers Act, of funds or securities of a Fund. The Adviser expects to rely on the “audit exemption” under Rule 206(4)-2(b)(4) under the Advisers Act, which exempts an adviser to a limited partnership, limited liability company or other pooled investment vehicle from the requirement to deliver account statements to its clients if the adviser requires the vehicle to be audited annually by an independent public accountant that is registered with the Public Company Accounting Oversight Board and distributes the audited financial statements annually to the investors in the vehicle. With respect to newly launched Funds that have not yet completed their first annual audit, the Adviser intends to comply with the audit exemption once such audit is completed.

The Adviser has discretionary authority to manage the investment accounts of each Fund under the governing documents of the Fund and/or relevant investment management agreements, which customarily do not place limitations on the Adviser’s authority to manage the Fund. The authority is given to the Adviser through each Fund’s governing documents and/or relevant investment management agreements and may include a power of attorney and appointment for the Adviser to act as an agent for the respective Fund.

The Adviser will generally have the authority to vote client securities. In accordance with Rule 206(4)-6 under the Advisers Act, the Adviser will adopt and implement written policies and procedures for voting client proxies it receives. The Adviser’s general policy is to vote or abstain from voting proxy proposals, amendments, consents, or resolutions related to client portfolio securities (collectively, “proxies”), in a manner that serves the best interests of its Funds. Clients cannot direct the Adviser’s vote in a particular solicitation. In the event of a conflict of interest between the Adviser and our clients, the Adviser will vote proxies in the best interest of our clients. In connection with its non-passive investment strategies, the Adviser may from time to time enter into cooperation or similar agreements with portfolio companies. Such agreements may include commitments regarding how the Adviser will vote proxies on specified matters for a period of time. The Adviser enters into any such agreements only when it believes doing so is in the best interests of the applicable Fund and its investors. The Adviser will maintain records for each matter relating to a portfolio security with respect to which a Fund was entitled to vote. A copy of the Adviser’s proxy voting policies and its voting record will be provided to clients upon request.

The Adviser shall not require the payment of fees or other compensation six months or more in advance. There exists no financial condition of which the Adviser is currently aware that would impair the Adviser’s ability to meet contractual commitments to its clients. The Adviser has not been the subject of a bankruptcy petition within the past 10 years.