Gramercy Funds Management

Overview of the Firm Gramercy is a global emerging markets alternatives investment manager with offices in West Palm Beach, Greenwich, London, Buenos Aires, Miami, and Mexico City and dedicated lending platforms in Mexico, Turkey, Peru, Pan-Africa, and Brazil. The Firm was founded in 1998 by Robert Koenigsberger, Managing Partner and Chief Investment Officer, and seeks to provide investors with a better approach to emerging markets, delivering attractive risk-adjusted returns supported by a transparent and robust institutional platform. Gramercy offers alternative and longonly strategies across emerging markets asset classes, including multi-asset, private credit, emerging market debt, and special situations. Gramercy’s mission is to positively impact the wellbeing of our clients, portfolio investments and team members. Gramercy is a Signatory of The Principles for Responsible Investment (“PRI”). Gramercy Ltd., an affiliate, is registered with United Kingdom Financial Conduct Authority (“FCA”). Ownership of the Firm While the Firm’s actual ownership is indirectly held by Robert Koenigsberger, Scott Seaman, San Bernardino County Employees’ Retirement Association and Kudu Investment Management LLC, Dr. Mohamed A. El-Erian, Chair of Gramercy, has a substantial ownership in Gramercy via synthetic equity. In addition, most Gramercy employees are granted synthetic equity in the Firm. Assets under Management As of December 31, 2025, Gramercy had approximately $8,694,156,215 of regulatory assets under management, all of which was managed on a discretionary basis. Description of Advisory Services For 28 years, Gramercy has provided investment advisory services and products to a variety of clients. Gramercy presently provides investment advisory services to domestic and offshore private investment vehicle clients (collectively, the “Private Funds”), sub-advisory services to a registered investment company (a “Registered Fund”), sub-advisory services to the sub-fund of an undertaking for collective investments in transferable securities (the “UCITS Fund”), as well as investment advisory services to separately managed accounts of institutional investors (e.g., pension plans, endowments, trusts) (collectively, the “Managed Accounts”). The Registered Fund and the UCITS Fund are collectively referred to herein as the “Sub-Advised Funds”). The Private Funds and the Sub-Advised Funds are collectively referred to herein as the “Funds”). The Funds and the Managed Accounts focus primarily on emerging markets investment strategies. Gramercy serves as the managing member of, or investment adviser to, each of its Private Funds. With respect to each of the Private Funds, Gramercy’s investment authority is set forth in the applicable governing documents. Gramercy also serves, from time to time, as the sub-adviser to

certain investment vehicles, including the Sub-Advised Funds, pursuant to which the scope of its investment authority is set forth in the sub-advisory agreements for such entities. Additionally, Gramercy manages assets for clients in the form of Managed Accounts. Managed Account clients enter into investment management agreements that authorize Gramercy to make investment decisions on behalf of the relevant Managed Account on a fully discretionary basis, subject to any restrictions contained in the investment management agreement or as otherwise agreed to with the Managed Account. Gramercy generally seeks to manage each Managed Account’s assets based upon the Managed Account’s particular investment guidelines, reporting requirements, desire to be an active investment participant, and other criteria. The Firm is capable of managing a portfolio according to complex, client-directed constraints and has developed an in-house compliance monitoring and reporting program to seek to ensure that it adheres to applicable guidelines. Gramercy provides advice to client accounts based upon their particular investment objectives and strategies. Under certain circumstances, Gramercy may agree to tailor advisory services to the individual needs of clients, but not to investors in the Funds. Clients may impose restrictions on investing in certain securities or certain types of securities. Please see Item 16 below for a more detailed description of how advisory services may be tailored for specific clients. In addition to the foregoing, Gramercy also provides advisory and consulting services to unaffiliated third party advisory clients (“Third Party Advisory Clients”) related to, among other things, strategic initiatives, transaction structuring and support, liquidity and investment management, and other areas in which Gramercy may have expertise. The services provided to, and objectives and mandates of such clients are memorialized in the services agreements by and between Gramercy and such Third Party Advisory Clients. None of the reported regulatory assets under management relate to any services agreements with such Third Party Advisory Clients. Gramercy does not participate in any wrap fee program.

Asset-Based Compensation With respect to the Funds and Managed Accounts, Gramercy typically receives a management fee based upon a percentage of assets under management. For the Private Funds and Managed Accounts that employ alternative strategies, the management fee is generally between 1.0% to 2.0% per annum of the value of the client’s assets under management, payable either monthly or quarterly as set forth in the applicable governing documents. With respect to the Sub-Advised Funds, the management fee is generally between 0.40% to 0.50% per annum of the value of the client’s assets under management, payable monthly, and subject to negotiation between the primary investment adviser and Gramercy as the sub-adviser. For certain clients holding indexbenchmarked long-only assets, management fees generally range from 0.30% to 1.25% per annum, payable monthly or quarterly.

Investment management fees are generally charged each month or quarter in arrears based on the total market value of the assets in the client account (including net unrealized appreciation or depreciation of investments and cash, cash-equivalents and accrued interest) on the last day of the month or quarter, as applicable. If a new client account is established during a month or quarter, or a client makes a contribution to its account during a month or quarter, the investment management fee is prorated based on the number of days remaining in the month or quarter, as applicable. If a client’s investment management agreement is terminated or a withdrawal or redemption is made from a client account during a month or quarter, the investment management fee payable to Gramercy is calculated based on the value of the assets on the termination date or withdrawal or redemption date, as applicable, and prorated based on the number of days during the quarter or month in which the investment management arrangement was in effect or such amount was in the account, as applicable. Managed Accounts and Private Fund investors can and have, under limited circumstances based on the size of the account, negotiated management fees. Investment-Related Fees Gramercy (or an affiliate of Gramercy) will, in certain circumstances, receive fees in connection with a Private Fund’s investment activity, including, but not limited to, structuring fees, monitoring fees, advisory fees, loan origination fees, break-up fees or other similar fees (such fees, “Investment-Related Fees”). To the extent that Gramercy (or an affiliate) receives such Investment-Related Fees in connection with a Private Fund or Managed Account’s investment activity, an amount equal to 100% of such client’s pro rata portion of such Investment-Related Fees, net of any unreimbursed expenses incurred by Gramercy (or an affiliate) in connection with unconsummated transactions, will generally be applied to reduce the management fees payable to Gramercy (the “Management Fee-Offset”), subject to the specific terms set forth in the governing agreement(s) for such client. Notwithstanding the foregoing, certain compensation paid to Gramercy (or an affiliate) in consideration for bona fide loan servicing activities performed by Gramercy (or an affiliate), which are on terms that are comparable to rates customarily charged for similar services by third parties engaged in the same or substantially similar activities, as determined in Gramercy’s (or an affiliate’s) good faith discretion, will generally not be applied to any Management Fee-Offset. Any such Management Fee-Offset will be allocated among clients on the basis of capital committed by each client to the relevant investment. The management fee will not be reduced below zero for any calendar quarter, but any Management Fee-Offset reductions will be carried forward and applied to any future quarterly management fees, if necessary. Please also refer to the discussion of Credit Platforms and Other Ventures in Item 8. Performance-Based Compensation With respect to the Private Funds and Managed Accounts that employ alternative strategies, Gramercy (or an affiliate of Gramercy) is typically paid a performance-based fee or allocation. Such performance-based fee or allocation typically ranges from 10% to 20% of the annual capital appreciation of the client’s account, calculated after management fees and expenses are applied. For certain Private Funds that employ illiquid investment strategies (e.g., private credit and special situations), Gramercy (or an affiliate) is typically paid such performance-based fee or allocation based upon the proceeds (i.e. income) realized upon the disposition of the investments of such

Funds; subject to the return of capital contributions to investors and, often, subject to a preferred return to investors (as set forth in the Fund’s governing documents), catch-up distributions and/or other performance hurdles. Gramercy generally is not paid a performance-based fee or allocation in respect of the Private Funds and Managed Accounts that employ index-benchmarked, long-only strategies and is not paid a performance-based fee or allocation in respect of the Sub-Advised Funds. Performance-based fees or allocations are, under limited circumstances, negotiated based on the size of the account. The independent administrator for each of the Private Funds calculates and deducts the investment management fee and, if applicable, the performance-based compensation from client accounts by instructing the client’s custodian. Fund Expenses In addition to paying investment management fees and, if applicable, performance-based fees or other compensation, Private Fund clients are typically subject to other expenses, as more fully discussed and set forth in the applicable offering memorandum and governing documents for Private Fund clients, which may include, without limitation:

legal, compliance, audit, tax preparation and internal and external accounting expenses (including third-party accounting services, portfolio management systems, accounting and risk reporting, and software licensing fees) of the Private Fund client; administrator fees and expenses; investment and potential investment expenses such as commissions, research fees and expenses (including research-related travel); computer hardware and software expenses, including, without limitation, Bloomberg terminals and subscriptions; interest on margin accounts and other indebtedness; borrowing charges on securities sold short; transaction fees, consulting and advisory fees, custodial fees, administrative expenses, clearing and settlement charges and similar fees and expenses associated with the Private Funds’ operations and with the acquisition, disposition and settling of investments and potential investments; bank service fees; Fund client-related insurance costs (including D&O and E&O insurance costs); taxes, governmental charges, fees and duties payable by a Fund client; appraisal and valuation expenses; banking and consultant fees; sales expenses; costs and expenses associated with investor communications and reports and the delivery thereof to investors; expenses of regulatory compliance, filings and reporting (including, but not limited to, Form PF, compliance with the Alternative Investment Fund Managers Directive and blue sky compliance);

expenses incurred in connection with pursuing, defending or participating in any litigation, arbitration, mediation or similar proceeding; salaries and expenses of independent directors; organizational expenses; and any other expenses reasonably related to the offering, business, operations and maintenance of the Private Fund client (as applicable), the analysis, sourcing, purchase, sale or transmittal of investments and/or transactions, whether or not the investments are consummated, the fulfillment of the Fund client’s purpose or as necessary to protect the interests of the Fund client from any potential or actual creditor or litigant.

Managed Accounts clients are subject to expenses reasonably related to the purchase, sale or transmittal of the client’s assets and such other expenses as may be agreed with the client. Managed Account client assets may be invested in pooled investment vehicles. In these cases, the client will bear its pro rata share of the underlying fund’s operating and other expenses, in addition to the expenses set forth above. Investor assets may be invested in a master-feeder structure. Feeder funds bear a pro rata share of the expenses associated with the related master fund. Please refer to Item 12 below for a discussion of Gramercy’s brokerage practices. Investors in the Sub-Advised Funds are subject to the expenses discussed in the offering documents and other applicable governing documents of the Sub-Advised Funds. Services-Based Compensation With respect to Third Party Advisory Clients, Gramercy generally is and expects to be paid on a periodic basis (e.g. monthly or quarterly) for services provided to such Third Party Advisory Clients during the term of the respective services agreement. Such fees are memorialized in the applicable services agreement. None of the reported regulatory assets under management relate to the services agreement with any Third-Party Advisory Client. General Gramercy may, in its sole discretion, reduce, waive or calculate differently all or a portion of the management fee and/or performance-based compensation applicable to certain Private Fund investors, including, without limitation, Gramercy and/or its employees or affiliates, relatives of such employees and certain large or strategic investors. Further, to the extent that a Private Fund or Managed Account invests in another Fund, Gramercy will waive the management fee and performance-based compensation in one Fund or Managed Account so that such Private Fund or Managed Account is not subject to duplicative fees for the same investment. Certain Private Funds for which Gramercy serves as investment manager and/or managing member have entered into agreements, or “side letters,” with certain prospective or existing investors in a Private Fund whereby such prospective or existing investors are subject to terms and conditions that are more advantageous than those set forth in the offering memorandum for the Private Fund. For example, such terms and conditions provide for special rights to make future investments in the Private Fund, other investment vehicles or Managed Accounts; rights to receive

reports from the Private Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Private Fund and such investors. The modifications are solely at the discretion of the Private Fund and may, among other things, be based on the size of the investor’s investment in the Private Fund or affiliated investment entity, an agreement by an investor to maintain such investment in the Private Fund for a significant period of time, or other similar commitment by an investor to the Private Fund.

Methods of Analysis and Investment Strategies Gramercy invests across a range of alternative and long-only emerging markets investments. Gramercy focuses on the following emerging markets strategies: multi-asset; private credit (capital solutions); EM debt; and special situations. From time to time, Gramercy has and expects in the future to participate in non-emerging market investment opportunities including, in particular, in special situations. Multi-Asset Gramercy’s Multi-Asset strategy employs a tactical multi-asset approach. The strategy methodically combines differentiated alpha streams to achieve attractive absolute return objectives that are uncorrelated to major asset classes. Allocations begin with a strategic asset allocation model and can tactically tilt based on the top-down view led by Mohamed A. El-Erian. Bottomup, the strategy capitalizes on Gramercy’s highest conviction ideas by hand picking assets across its broader platform. The investment universe includes performing public credit, opportunistic public credit, private credit, special situations, opportunistic equity, and a dynamic hedge overlay. Private Credit (Capital Solutions) Gramercy’s Private Credit strategies focus on senior secured private credit in emerging markets, which seeks high contractual cash yields by acquiring primarily U.S. dollar investments with illiquidity premiums enhanced by highly structured downside protection, such as tight covenant packages and enforceable collateral packages, which have historically been uncorrelated to traditional publicly traded fixed-income instruments. Such opportunities will come from a proprietary investment approach in the underdeveloped and underpenetrated private lending market in EM, including but not limited to private transaction deal types such as direct lending, acquisition finance, bridge loans, exit financing, etc. The strategy focuses on growth credit, which may involve financing capital expenditure, acquisition financing, project financing and other situations that require tailor-made structured credit solutions. In addition, Gramercy has successfully developed proprietary Credit Platforms, which are vehicles built around a specific investment thesis and standardized legal structure, providing further visibility in the deployment of new capital under an institutional and disciplined investment approach. The experience of Gramercy’s Capital Solutions team, along with Gramercy’s institutionalized nature, provides the opportunity for sophisticated and bespoke deal structures for targeted companies. Special Situations Gramercy’s Special Situations strategies offers unique sourcing, detailed diligence and proactive asset management which we believe provides an edge that enables us to generate an outsized,

uncorrelated return profile versus global beta (fixed income, equity) with limited risk for drawdowns. The Special Situations strategies seek to source unique private investment opportunities away from “The Street,” primarily through unique origination channels cultivated by the team over many years, including through global and boutique law firms, specialty brokers, insurance carriers and other types of relationships. Gramercy’s Special Situations universe focuses on litigation finance (including law firm loans, international trade claims and insurance related claims) and incorporates real estate and distressed restructurings on an opportunistic basis (in each case, both in EM and non-EM jurisdictions). Alpha generation takes place through bottom-up, intensive credit evaluation/monitoring combined with the top-down perspective of a highly experienced team of career-dedicated emerging markets investors. Long-Only Emerging Markets Debt Gramercy offers a full spectrum long-only Emerging Market Debt (“EMD”) strategies with the unique capability of being able to provide complete EMD solutions through its Blended strategy. Gramercy’s long-only EMD investment philosophy relies on a disciplined and comprehensive approach to active management of long-only emerging markets debt. Emerging markets debt strategies focus on USD sovereign debt, local sovereign debt, corporate debt and high yield corporate debt. There are five pillars to our investment philosophy that define our efforts to outperform our benchmark, and our peers, by building portfolios with compelling risk/return profiles: 1) thematic top-down view, 2) proprietary bottom-up research, 3) integrated ESG concepts, 4) integrated risk management, and 5) unique emerging markets expertise. These five factors underlying our approach to long-only emerging markets debt complement our firm investment philosophy of constantly striving to understand the needs of our clients and being thoughtful and flexible in helping them achieve their goals. We are very comfortable customizing portfolios to align with client requirements and we embrace the concept of a true partnership with our clients as evidenced through several existing relationships. Risk of Loss There can be no assurance that the objectives associated with any of Gramercy’s investment strategies will be met or that the Firm will achieve profitable results. Investments involve risk of loss, and clients must be prepared to bear the loss of their entire investment. Such risks may include, without limitation, those identified below. Investors and potential investors in a Private Fund or the Registered Fund should refer to the applicable Fund’s offering memorandum for a further discussion of the applicable risks. Not all of the risks discussed below will apply to each of the Funds and to the extent a risk applies to more than one Fund, such risk may not apply equally to such Funds. With respect to the Registered Fund, the risks discussed below may be applicable only to the portion of the assets of such funds sub-advised by Gramercy. Eligible investors should carefully evaluate the risks involved with an investment before deciding whether to invest.

Emerging Markets. The risks of foreign investments may be greater in less developed countries, sometimes referred to as emerging markets. For example, political and economic structures in these countries may be less established and may change rapidly. These countries may be more likely to experience high levels of inflation, deflation, or

currency devaluation, which can harm their economies and securities markets and increase volatility. Restrictions on currency trading that may be imposed by emerging market countries will have an adverse effect on the value of the securities of companies that trade or operate in such countries.

Market Disruption and Geopolitical Risk. The Funds are subject to the risk that war, terrorism, pandemics, civil unrest and related geopolitical events may lead to increased short-term market volatility and have adverse long-term effects on the world’s economies and markets generally, as well as adverse effects on issuers of securities and the value of a Fund’s investments. Ongoing and future conflict, inculding (but not limited to) those occurring in regions where the Fund invests, could significantly impact the Fund's investments. These events, as well as other changes in U.S. and non-U.S. economic and political conditions, also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Fund’s investments.

Trade Policy. In addition to the broader market disruption and geopolitical risks described above, changes in U.S. and non-U.S. trade policies, including the imposition of tariffs, trade barriers or other restrictions, as well as the renegotiation or termination of existing trade agreements, may adversely affect global trade and economic conditions. Such developments may increase costs, disrupt supply chains, and negatively impact the value and liquidity of a Fund’s investments. In addition, retaliatory measures by foreign governments may further exacerbate these effects. Uncertainty regarding the scope, timing and implementation of trade policies, including changes in applicable laws and regulations, may adversely affect issuers, markets and investment strategies, and may require a Fund to modify or exit certain investments. Ongoing trade tensions and disruptions to international trade arrangements may contribute to market volatility, currency fluctuations and broader economic instability, which could negatively impact the performance of the Funds.

Distressed Situation Risks. Investment in distressed situations exposes the client to significant risks, including: the difficulty in obtaining information as to the issuer’s true condition; regulatory risk, including laws relating to fraudulent conveyances, voidable preferences, lender liability and bankruptcy; litigation risk; liquidity risk; and collection risk (especially, when dealing with sovereign debt). Moreover, to the extent client accounts are invested in sovereign debt obligations, those investments will be subject to additional risks and considerations not present in private distressed situations, including the uncertainties involved in enforcing and collecting debt obligations against sovereign nations, which are affected by world events, changes in U.S. foreign policy, claims against a sovereign from other creditors and other factors outside of the control of Gramercy.

Credit Risks. Investments may include the purchase of credit products and may include investment grade bonds and high yield bonds, including those for which there is available credit protection via CDS, CDS baskets, shorting various exchange traded funds or other instruments. Although investments may seek to hedge a portion of the perceived vulnerable credit exposure relating to these bond positions, it may not always do so or be able to do so and such hedges may not always be effective. Accordingly, there will always

be some and sometimes significant amounts of credit risk to investment grade and high yield bonds in portfolios.

Fixed-Income and Debt Securities. Investment in fixed-income and debt securities such as bonds, notes and asset-backed securities, subject a client’s portfolios to the risk that the value of these securities overall will decline because of rising interest rates. Similarly, portfolios that hold such securities are subject to the risk that the portfolio’s income will decline because of falling interest rates. Investments in these types of securities will also be subject to the credit risk created when a debt issuer fails to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that debt to decline. Lastly, investments in debt securities will also subject the investments to the risk that the securities may fluctuate more in price and are less liquid than higher-rated securities because issuers of such lower-rated debt securities are not as strong financially and are more likely to encounter financial difficulties and be more vulnerable to adverse changes in the economy.

Private Credit. To the extent that Gramercy, through its various investment vehicles, engages in active lending transactions, it will be subject to risks associated with possible default by the borrower, insufficient collateral and legal and other costs incurred in collecting on a defaulted loan. Further, to the extent that Gramercy extends mezzanine or other subordinated and/or unsecured loans to companies, the relevant investment vehicle will be assuming the risk that the loans will not be repaid in full or in part after all senior obligations have been satisfied. Active lending by a Gramercy investment vehicle may also subject it to additional regulation, as well as possible adverse tax consequences to the vehicle and/or its investors, although Gramercy may seek to adopt appropriate procedures to minimize such consequences.

Privately-Offered Securities and Other Illiquid Instruments. Investments may be made in non-public, restricted and/or illiquid securities or other instruments. Such instruments may have no readily available market or third-party pricing. Reduced liquidity may have an adverse impact on market price and Gramercy’s ability to sell particular securities when necessary to meet liquidity needs or in response to a specific economic event, such as the deterioration of creditworthiness of an issuer. Reduced liquidity in the secondary market for certain securities may also make it more difficult for Gramercy to obtain market quotations based on actual trades for the purpose of valuing a Fund’s portfolio.

Non-Disclosure of Positions. In an effort to protect the confidentiality of its positions, certain Funds generally will not disclose all of their positions to their investors on an ongoing basis, although the Firm, in its sole discretion, may permit such disclosure on a select basis to certain investors, if it determines that there are sufficient confidentiality agreements and procedures in place.

Global Macro (Event-Driven Investing) Risks. Due to the inherently speculative nature of event-driven investing, the results may fluctuate from period to period and are not expected to correlate with the direction of the markets. Accordingly, the results in a particular period will not necessarily be indicative of results which may be expected in future periods.

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Gramercy’s primary client base consists of pooled investment vehicles, pension plans, foundations, public retirement funds, endowments, sovereign wealth funds, insurance plans, high net worth investors, other investment advisors and corporations. With respect to the Private Funds, any initial and additional subscription minimums are disclosed in the offering memorandum for each Fund. Typically, the minimum investment in a Fund is at least $5,000,000.

Although Gramercy does not maintain a specific minimum dollar value of assets or other conditions for opening a Managed Account, Gramercy’s managed account services are directed toward institutional investors that are prepared to invest at least $50,000,000 or more. With respect to the Registered Fund and the UCITS Fund, the minimum investment amount for each applicable class of such Fund is set forth in the offering documents for such Fund.

Gramercy and its investment personnel provide investment management services to multiple portfolios for multiple clients. Gramercy (or an affiliate of Gramercy) is typically paid performance-based compensation by the Private Funds and certain Managed Accounts. Such performance-based compensation may create an incentive for Gramercy to make investments that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. In addition, certain client accounts may have higher asset-based fees or more favorable performance-based compensation arrangements. When Gramercy and its investment personnel manage more than one client account, a potential conflict exists for one client account to be favored over another client account. Gramercy and its investment personnel have a greater incentive to favor client accounts that pay the Firm (and indirectly its investment personnel) greater performance fees. To seek to ensure that one account is not treated more favorably than another account, Gramercy has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. These procedures establish rules for the formulation and subsequent aggregation and allocation of trades that are designed to ensure that all accounts with substantially similar investment objectives are treated equitably. Generally, Gramercy seeks to minimize any conflict of interest by (i) not favoring any client over another; (ii) allocating the average price to clients that participate in an aggregated order; and/or (iii) allocating partially filled orders pro rata among participating clients. These policies are monitored by Gramercy’s Chief Compliance Officer.

Neither Gramercy nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. Gramercy’s U.K. affiliate, Gramercy Ltd., is currently registered with the FCA. Gramercy Ltd. is a MiFID manager that performs investment management services under a participating affiliate agreement with the Firm in connection with the Firm’s services to its clients. Gramercy Ltd. is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act’), but, in reliance on a series of SEC no-action letters, any arrangements with Gramercy Ltd. are subject to various conditions designed to ensure compliance with U.S. laws and regulations and adequate SEC oversight when advisory services are provided to U.S. persons. These conditions require, among other things, that certain employees of Gramercy Ltd. be subject to a Code of Ethics and comply with certain U.S. rules when it provides services to the Firm.

Transactions and Personal Trading Code of Ethics Pursuant to Rule 204A-1 under the Advisers Act, Gramercy’s Code of Ethics (the “Code”) sets forth standards and procedures that are intended to ensure that its employees do not use any information concerning the investments or investment intentions of any client, or their ability to influence such investment intentions, for personal gain or in a manner that is detrimental to Gramercy’s fiduciary duty to clients. Gramercy professionals are expected to conduct themselves in a professional manner at all times, engage in and promote ethical conduct, carry out responsibilities honestly and comply with applicable government laws, rules and regulations. Compliance with the Code is mandatory for all of Gramercy’s employees, including employees of Gramercy Ltd. Upon receipt of the Code, all employees must sign an acknowledgment form. In addition, on an annual basis, all employees must certify their compliance with the Code. Clients or prospective clients may obtain a copy of the Code by contacting Investor Relations, by email at InvestorRelations@gramercy.com, or by telephone at (203) 552-1900. See below for further provisions of the Code as they relate to the preclearing and reporting of securities transactions by related persons. Gramercy, in the course of its investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material non-public information about issuers, including issuers in which Gramercy or its related persons have invested or may seek to invest on behalf of clients. Gramercy is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. Gramercy maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to seek to ensure that Gramercy is meeting its obligations to clients and remains in compliance with applicable law. In certain circumstances, Gramercy may possess

certain confidential or material, non-public information that, if disclosed, might be material to a decision to buy, sell or hold a security, but Gramercy will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, Gramercy will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that Gramercy possesses such information), or not using such information for the client’s benefit, as a result of following Gramercy’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. Personal Trading Policy, Restricted List and Trade Process Under the direction of the Chief Compliance Officer, Gramercy maintains a list of restricted securities (such list, the “Restricted List” and any security on the list, a “Restricted Security”) that Gramercy employees are prohibited, pursuant to the terms of their employment, from purchasing or selling without the express approval of the Chief Compliance Officer. In addition, Gramercy employees are prohibited from entering into any type of derivatives transaction with respect to a Restricted Security without the express approval of the Chief Compliance Officer. At all times, the Restricted List consists of: (i) all emerging markets instruments (including, but not limited to, sovereign and non-sovereign bonds, stocks and currencies); (ii) any security held by an investment fund or client account managed by Gramercy; (iii) any security that would confer direct or indirect ownership in securities offered in any initial public offering; (iv) any security under investment consideration or which is currently being researched by Gramercy on behalf of any investment fund managed by Gramercy or any other client of Gramercy; (v) all private investment funds that are not managed by Gramercy including, but not limited to, hedge funds, private equity funds and real estate investment funds; (vi) any security with respect to which Gramercy possesses material non-public information; (vii) credit default swap (“CDS”) contracts that are not held in another Gramercy alternative fund at the time of entry; and (viii) CDS contracts that are trading above 500 bps at the time of entry. Notwithstanding the foregoing, the Restricted List does not include any open-ended mutual fund shares or exchange-traded funds. Upon the commencement of any research or investment consideration of a security by a portfolio manager or an analyst, or upon the execution of a purchase of a security by a portfolio manager or analyst on behalf of an investment fund or client account, such portfolio manager or analyst is required to immediately report the identity of the relevant security to the Chief Compliance Officer. Furthermore, in the event that any employee at Gramercy obtains material non-public information regarding a security, such employee is required to report the identity of the security to the Chief Compliance Officer. The Chief Compliance Officer will seek to ensure that all securities reported in accordance with the above referenced guidelines are promptly added to the Restricted List. In addition, the Chief Compliance Officer will, on a routine basis, coordinate with portfolio managers and other Gramercy employees to determine whether: (i) any securities on the Restricted List are no longer held by investment funds or client accounts managed by Gramercy; (ii) any securities on the Restricted List are no longer the subject of research or any investment consideration; and (iii) whether any non-public material information regarding a security on the Restricted List is no longer non-public or material, in which case such security may be removed from the Restricted List.

If a Gramercy employee wishes to execute a purchase, sale, derivatives transaction or any other personal trade (a “Personal Trade”) with respect to any Restricted Security, the employee is required to complete and submit to the Chief Compliance Officer a pre-authorization form, identifying the security, quantity, size and direction of the proposed Personal Trade. The Chief Compliance Officer will review the pre-authorization form and may, in certain limited circumstances and in his sole discretion, approve the proposed Personal Trade. If necessary, the Chief Compliance Officer will consult with internal and external counsel prior to approving a proposed Personal Trade. In general, proposed Personal Trades that create an investment position with respect to a Restricted Security will not be approved. Any approval provided by the Chief Compliance Officer will be valid only during the day such pre-authorization form is filed with the Chief Compliance Officer and the next trading day. Notwithstanding the foregoing, a Gramercy employee may execute a Personal Trade without submitting a pre-authorization form or obtaining the approval of the Chief Compliance Officer if such Personal Trade is a credit default swap transaction pursuant to which the Gramercy employee is purchasing credit protection with respect to one or more sovereign bonds. Personal trades with respect to any Restricted Security are prohibited without the pre-approval of the Chief Compliance Officer. Private placements and initial public offerings must also be pre-approved by the Chief Compliance Officer. Employees of Gramercy may purchase or sell securities for their own accounts only in accordance with the procedures described above in order to minimize the conflicts stemming from situations where the contemporaneous trading results in an economic benefit for Gramercy or its related person to the detriment of the client. Allocation of Investment Opportunities Suitable for Multiple Clients Certain investments are uniquely qualified for just one strategy. Certain other investments are qualified for more than one Fund and/or account. It is Gramercy’s policy that no client for whom Gramercy has investment decision responsibility will receive preferential treatment over any other client. In allocating securities among clients, it is Gramercy’s policy that all clients should be treated fairly and that, to the extent possible, all clients should receive equivalent treatment. Gramercy seeks to disclose conflicts of interest to underlying clients in the document related to such Fund or vehicle. Due to the difference in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held. The following factors may be taken into account by Gramercy in allocating securities among investment advisory clients:

client’s investment objective and strategies;

client’s risk profile;

client’s tax status;

client’s investment horizon and liquidity requirements;

pre-existing exposure to a position;

any restrictions placed on a client’s portfolio by the client or by virtue of federal or state law (such as the Employee Retirement Income Security Act of 1974, as amended);

size of client account;

total invested positions;

nature of the security to be allocated;

size of available position;

supply or demand for a security at a given price level;

current market conditions;

timing of cash flows and account liquidity;

investment restrictions in organizational documents;

tax considerations (e.g., FIRPTA and UBTI);

regulatory considerations, including banking and foreign laws and considerations;

current portfolio composition and risk management;

follow-on investments;

investment opportunities other than the prospective investment opportunity;

ESG factors (firm-wide and client specific)

any other information determined to be relevant to the fair allocation of securities.

The above-mentioned criteria, among others, will be used by Gramercy’s Investment Committee and the appropriate portfolio manager(s) to determine whether or not a particular investment is suitable for a particular client. For Managed Accounts, Gramercy will also consider engaging directly with underlying management of such Managed Accounts for final decisions on whether or not an investment is suitable for their specific account. To the extent a particular investment is suitable for more than one client, such investment will, generally, be allocated among the clients pro rata based on assets under management. All transactions will be made on a best execution basis.

Gramercy employs a tiered allocation waterfall in allocating investment opportunities among clients as follows:

Investment opportunities will first be offered to Funds or Managed Accounts that have investment strategies dedicated to the type of investment opportunity being considered and then to investors participating in such Funds and Managed Accounts who have requested allocation of co-investment opportunities specifically with respect to that corresponding strategy.

The remaining available portion of such investment opportunity (if any) will be offered to Gramercy’s multi-strategy Funds, and other Managed Accounts for whom the investment is suitable, and allocated among the multi-strategy Funds and Managed Accounts in good faith by Gramercy.

Lastly, any remaining available portion of such investment opportunity may be allocated by Gramercy to investors who have generally requested allocation of co-investment opportunities, and any other persons in its sole discretion.

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Gramercy has discretionary authority to determine what securities are bought or sold, as well as the brokers or dealers that will effect transactions. In selecting brokers or dealers to execute transactions, Gramercy will use its best judgment to choose the broker or dealer most capable of providing the services necessary to obtain the most favorable execution as required by the “best execution” obligations of the Advisers Act. Gramercy does not have any formal soft dollar arrangements in place, nor does it receive any compensation for routing executions.

Trading securities can be complicated and some brokers are better equipped than others, especially in emerging markets where circumstances are not as regulated or transparent as in the developed world. Gramercy endeavors to obtain the most favorable price for its customer by “working” an order among a representative number of brokers. Once Gramercy is satisfied that it has obtained the best available price for its customer, the trade is agreed to and processed. In order to ensure compliance with this best execution policy, Gramercy will conduct, at least quarterly, a review of trade executions to determine that the best price available at the time of the execution was obtained. Gramercy places trades for execution with brokers or dealers on the basis of seeking best execution and in consideration of the full range and quality of services available, including, but not limited to:

the size of the transaction;

the difficulty of execution;

broker’s execution capability (i.e., how many buyers/sellers the broker has access to and their ability to complete large orders);

broker’s familiarity with the company/market in which it trades;

the broker or dealer’s facilities, reliability, promptness, and financial stability;

• broker’s commission rate; and • broker’s responsiveness and customer service. When appropriate, Gramercy 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 be allocated securities based on the average price achieved for such trades. In the event an order is partially filled, the securities will be allocated pro rata based on the aggregated order. Gramercy has adopted a trade error policy to facilitate the prompt and appropriate resolution of trade errors. A trade error generally includes (i) an unintended or inaccurate execution of an actionable order generated by Gramercy’s trading system; (ii) an erroneous voice instruction or an erroneous keystroke order entry relating to an actionable order generated by Gramercy’s trading system; (iii) an error in Gramercy’s trade execution routing systems, software or protocols; and (iv) an error during the clearance and settlement processes that results in an unintended transaction. Notwithstanding the foregoing, delays in executions of orders that are attributable to Gramercy and errors that do not result in transactions (such as erroneous trade instructions that are withdrawn or corrected prior to execution and erroneous cancellations of actionable orders generated by Gramercy’s trading system) shall not constitute trade errors.

In the event of a trade error, Gramercy will assess the materiality and nature of the trade error. The cost of the trade error will generally be borne in accordance with the relevant investment management agreement between Gramercy and the client and pursuant to Gramercy’s standard of care. Gramercy does not participate in directed brokerage or direct trades to brokers on the basis of client referrals or solicitations made by such brokers.

Only clients of Gramercy provide an economic benefit to Gramercy for providing investment advice or other advisory services. Please also refer to the discussion regarding Credit Platforms and Other Ventures in Item 8. From time to time, Gramercy has engaged a marketing or placement firm (“Promoters”) for referring advisory clients or prospective investors in the Private Funds. Such Promoters are not Managed Account clients or investors in the Private Funds and are independent of and have no other affiliation with Gramercy. As part of these arrangements, the Promoter may receive compensation for such referrals, generally based on a share of management and performance fees paid to Gramercy by investors referred to Gramercy by the Promoter. These amounts will be paid to the Promoters by Gramercy, and the referred client(s) or investor(s) will not pay any of these fees to the Promoters directly, nor will Gramercy’s arrangement with the Promoters result in a referred client or investor paying any additional or increased fees to Gramercy with respect to any potential investment that the client or investor may make. Gramercy does not compensate Promoters who are deemed “ineligible persons” under Rule 206(4)-1. Promoters must adhere to the terms and conditions established by Gramercy as set forth in written agreements and in accordance with the requirements under SEC Rule 206(4)-1.

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

Consistent with its fiduciary responsibility to its clients and its obligation to manage accounts in its clients’ best interests, Gramercy strives to ensure complete compliance with all clients’ investment guidelines. Accordingly, Gramercy maintains and implements a strict compliance system that captures the investment parameters from each client’s guidelines and seeks to facilitate complete compliance within those parameters. For public credit securities, Gramercy utilizes the Bloomberg AIM (Asset and Investment Manager) system to monitor trading and portfolio guidelines and restrictions on a pre-trade, posttrade and end of day perspective. We are able to customize the specific investment guidelines and restrictions on a portfolio by portfolio basis in order to accurately measure them in a real-time environment. The compliance and risk management team monitors all trades through AIM’s compliance manager and violations manager functions on a real-time basis. All orders are run through pre-order, pre-trade and end of day compliance checks, and will be unable to be sent to the trading desk in the event of a breach of a restriction. An order that breaches a restriction will need to be resized by the portfolio manager (“PM”) to ensure it is within the restriction of the strategy. If a trade breaches a guideline (soft limit) in the pre-order process, the PM will be notified of the breach, and approval from the compliance team must be granted prior to the trade being sent to the trading desk. In the event of this occurring, the compliance team will consult with risk management and trading to confirm permissibility of the breach. If risk management approves the order, compliance will grant permission for it to be executed in the portfolio. Occasionally, a breach of a restriction or guideline may occur due to appreciation between the time when an order is placed and the trades are executed. When this occurs, the trade will not be permitted to be booked, and the system will notify the compliance team immediately. In addition to the AIM system, Gramercy produces multiple daily risk management and performance reports from our proprietary database. These reports include stop loss, long/short attribution, and compliance management. These reports are reviewed by the risk management team on a daily basis. For private credit securities, Gramercy has proprietary End of Day Compliance Masters to monitor trading and portfolio guidelines and restrictions on a pre-trade, post-trade and end of day perspective. We are able to customize the specific investment guidelines and restrictions on a portfolio by portfolio basis in order to accurately measure them in a real-time environment. Additionally, the Capital Solutions team monitors our portfolio adherence to PPM guidelines such

as country/borrower limits. This monitoring is done regularly during our pipeline discussions on a weekly basis. Prior to investing, Gramercy requires a checklist to be completed prior to funding a private investment to ensure the investment is within the guidelines. This ensures that each team has reviewed and signed off on each transaction. The teams involved in the closing checklist includes the portfolio management, accounting, operations, compliance, investor relations, ESG, legal and trading teams. Upon the execution of the checklist and confirmation that CP’s have been met, Gramercy will prepare and release the wire per our cash control policy. Additionally, Gramercy continuously monitors the price of all securities in the accounts that it manages. On a daily basis, Gramercy monitors and reviews news wires, selected newspapers and research materials provided by brokerage houses, as well as speaks to various contacts in local markets to review current investment views and develop new investment ideas. In addition, Gramercy’s managing members and their designees perform reviews on a daily basis. Gramercy distributes electronic and written statements to Managed Accounts on at least a quarterly basis, reporting the client’s account’s net return and capital balance. The Firm also provides fund analytics to clients in electronic form, as well as any custom reports, as requested. From time to time, ad hoc market commentary is generated by Gramercy’s research team, which includes white papers on investment topics pertinent within the market environment. Gramercy encourages annual face-to-face meetings with all Managed Account clients. Annual audited fund-level financial statements are issued to clients.

Gramercy is deemed to have custody of the Private Funds’ assets. In addition, certain affiliates of Gramercy are deemed to have custody of client assets due to serving as the general partner of a limited partnership and/or managing member of a limited liability company. 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. Gramercy relies upon this audit exception with respect to the Private Funds.

Generally, Gramercy’s clients retain its services on a discretionary basis. Gramercy’s investment discretion and authority is subject to the limitations set forth in the client’s investment management agreement, the sub-advisory agreement, if applicable, or the particular Fund’s offering memorandum and other relevant governing documents, as applicable. The Firm generally has discretionary authority with respect to investment decisions, subject to a particular client’s objectives, strategies and restrictions. With respect to the Managed Accounts, Gramercy generally has broad discretionary authority to determine the type and amount of securities to be bought or sold, with such authority limited, if at all, by such clients on a contractual basis. Any limitations in such authority would be set forth in the investment management agreement between Gramercy and a Managed Account. Gramercy may have the right to cause Managed Account assets to be invested in its Funds, in which case the management and incentive fees or allocations charged or allocated would be governed by the governing documents of the relevant Fund.

To the extent Gramercy has been delegated proxy voting authority on behalf of its clients, Gramercy has adopted detailed policies and procedures that are designed to ensure that proxies will be voted with diligence, care, and loyalty, and in accordance with Rule 206(4)-6 under the Advisers Act and Gramercy’s fiduciary duty to its clients. In cases where Gramercy votes proxies with respect to client securities, such proxies are voted in the best interests of its clients. Generally, the financial interest of the client is the primary consideration in determining how proxies should be voted. Gramercy has a responsibility to analyze proxy issues and vote in a way consistent with those financial interests. In the case of social and political responsibility issues which do not involve financial considerations, Gramercy generally abstains from voting on these issues. It may not always be in the best interest of clients to vote in accordance with the proxy voting policies

and procedures on a particular issue. In such circumstances, Gramercy may deviate from the guidelines with approval from the Chief Compliance Officer or Chief Legal Officer. Gramercy’s clients generally are not permitted to direct their votes in a particular solicitation. If a material conflict of interest between Gramercy and a client exists, Gramercy will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client or whether to take some other appropriate action. To the extent that it is granted such authority by clients, Gramercy may deal with class action claims on a case-by-case basis. Upon receipt of a claim, the Chief Compliance Officer, and others, as necessary, will determine if there is a basis of the claim and whether or not to participate. This determination will depend on (i) the nature of the claim; (ii) prospects for recovery; (iii) resources required; and (iv) other relevant factors. Any proceeds from a class action suit will be allocated among the clients and any Fund investors currently existing at the time of recovery of such proceeds. Clients may obtain a copy of Gramercy’s proxy voting policies and procedures and information about how Gramercy voted a client’s proxies by contacting Investor Relations by email at InvestorRelations@gramercy.com or by telephone at (203) 552-1900.

Gramercy does not require or solicit the prepayment of any fees six or more months in advance and does not have any adverse financial condition that is reasonably likely to impair Gramercy’s ability to continuously meet its contractual commitments. Gramercy has not been the subject of a bankruptcy proceeding.