Greenhouse Funds LLLP

A. General Description of Advisory Firm. The Adviser is an investment adviser with its principal place of business in Baltimore, MD. The Adviser commenced operations as an investment adviser on June 27, 2013. Joseph Milano is the founder and principal of the Adviser. The Adviser entered into an agreement (the “BFC Agreement”) with Baird Financial Corporation (“BFC”) whereby BFC made a significant investment in the Adviser in consideration for an equity interest in the Adviser and certain limited consent and governance rights. BFC is deemed to “control” the Adviser for purposes of Form ADV. B. Description of Advisory Services (including any specializations). The Adviser provides (1) investment advisory services on a discretionary basis to clients which are commingled private funds intended for institutional investors and other sophisticated investors and (2) investment subadvisory services on a discretionary basis to certain private funds, registered investment companies, and institutional clients whose primary investment advisers have delegated to the Adviser such services pursuant to subadvisory agreements (referred to herein as separately managed accounts, “SMAs”). Currently, the Adviser provides investment advisory services to (i) five commingled private fund (hedge fund) clients, namely Greenhouse Onshore Fund LP (the “Onshore Fund”), Greenhouse Overseas Fund Ltd. (the “Overseas Fund”) and Greenhouse Master Fund LP (the “Master Fund”) (the Onshore Fund and Overseas Fund also known as the “Feeder Funds” and, collectively, the "Funds") and Greenhouse Cosmos Onshore Fund LP (the “Cosmos Onshore Fund”) and Greenhouse Cosmos Master Fund LP (the “Cosmos Master Fund”) (the Cosmos Onshore Fund also known as the “Cosmos Feeder Fund” and, collectively, the "Cosmos Funds"), which are private investment funds that are offered to “accredited investors” and “qualified purchasers” (as defined in applicable federal securities laws and regulations) and (ii) two commingled private fund (long only) clients, namely Greenhouse Long Only Onshore Fund LP (the “LO Onshore Fund”) and Greenhouse Long Only Master Fund LP (the “LO Master Fund”) (the LO Onshore Fund also known as the “LO Feeder Fund” and, collectively, the "LO Funds"), which are private investment funds that are offered to “accredited investors” and “qualified purchasers” (as defined in applicable federal securities laws and regulations). The Funds, Cosmos Funds, and LO Funds utilize a “master-feeder” structure whereby the Feeder Funds, Cosmos Feeder Fund, and LO Feeder Fund invest all their investible assets in, and conduct their investment activities through, the Master Fund, Cosmos Master Fund, and LO Master Fund, respectively. The Adviser also provides investment subadvisory services to SMAs one of which is the Baird Equity Opportunity Fund (“BEOF”). BEOF is a series of Baird Funds, Inc. which is an open-end investment company registered under the Investment Company Act of 1940. Most of the Adviser’s investment advisory services relate to equity securities. C. Availability of Tailored Services for Individual Clients. The Adviser tailors its advisory services to the investment mandate of the (i) Funds, Cosmos Funds, and LO Funds as disclosed in their offering documents and organizational agreements and (ii) SMAs as detailed within their subadvisory agreements or prospectus. D. Wrap Fee Programs. The Adviser does not participate in wrap fee programs. E. Client Assets Under Management. As of December 31, 2025, the Adviser managed $2,927,223,000 in gross assets. The Adviser manages clients’ assets only on a discretionary basis.

A. Advisory Fees and Compensation. Asset-Based Compensation: The Adviser is paid a management fee based on net assets. The annual fee for the Funds, LO Funds and SMAs ranges from 0.50% to 1.50% and is paid either monthly or quarterly. Generally, there is no management fee for the Cosmos Funds. Certain “founder class” or early investors may pay a lower or different fee. The management fee may be waived, reduced or changed by the Adviser. Performance-Based Compensation: The Adviser and an affiliate of the Adviser that serves as the general partner of the Master Fund, Cosmos Master Fund, and LO Master Fund (the “Fund General Partner”) may receive annual performance-based compensation in amounts ranging from (i) 15% to 30% of net profits from the Funds, Cosmos Funds, and SMAs with a similar strategy as the Funds and Cosmos Funds, subject to a loss carryforward provision and (ii) 20% of any outperformance relative to a defined index from the LO Funds and SMAs with a similar strategy as the LO Funds, subject to a loss carryforward provision. Certain “founder class” or early investors may pay a lower fee. Such performance-based compensation is charged in compliance with Rule 205-3 under the Investment Advisers Act of 1940, as amended. Such performance-based compensation for the Funds, Cosmos Funds, and LO Funds may be waived, reduced or changed by the Fund General Partner. The Adviser does not receive performancebased compensation for the BEOF SMA. Based on certain minimum investment thresholds, LO Fund investors may be able to choose to pay a management fee or a management and performance-based fee. B. Payment of Fees. The Adviser charges the Funds, Cosmos Funds, LO Funds and SMAs the management fee in arrears. Performance-based compensation is charged in arrears on an annual basis and upon investor redemptions/withdrawals from the Funds, Cosmos Funds, LO Funds and SMAs. C. Other Fees and Expenses. In addition to paying the management fee and performance-based compensation, the Funds, Cosmos Funds, and LO Funds bear other expenses such as custodial charges, brokerage fees, commissions and related costs; interest expenses; taxes, duties and other governmental charges; other portfolio expenses; legal expenses; and internal and external accounting, audit and tax preparation expenses. The expenses paid by the Funds, Cosmos Funds, and LO Funds are set forth in detail in their respective offering documents and organizational agreements. Although the foregoing is a summary of expenses the Funds, Cosmos Funds, and LO Funds will generally bear, it is not an exhaustive or complete list. Investors and prospective investors in the Funds, Cosmos Funds, and LO Funds should therefore review their respective offering documents and organizational agreements carefully because such documents, and not this brochure summary, describe the exact expenses the Funds, Cosmos Funds, and LO Funds will bear. The SMAs bear similar expenses; however, the types and amounts of these expenses may differ from the Funds, Cosmos Funds, and LO Funds and are governed by the specific subadvisory agreement or prospectus for each SMA. D. Prepayment of Fees. The Funds, Cosmos Funds, LO Funds and SMAs do not pay fees in advance.

E. Additional Compensation and Conflicts of Interest. The Adviser may from time to time enter into agreements with certain investors that may provide for terms of investment that are more favorable than the terms described in the relevant offering documents. Such terms may include the waiver, reduction or rebate of management fees, expenses and/or performancebased allocations, the provision of additional information or reports or more favorable transfer rights or liquidity terms. No such agreement will necessarily entitle any other investor to the same terms of investment. The Fund General Partner has the right to withdraw its earned incentive-related capital at the end of any calendar month with limited notice. Periodically, the Fund General Partner may transfer a portion of its capital balance in the Master Fund, Cosmos Master Fund, and LO Master Fund to limited partner accounts of the Fund General Partner’s members in the Onshore Fund, Cosmos Onshore Fund, and LO Onshore Fund. These limited partner accounts of the Fund General Partner’s members have the same right to withdraw this earned incentive-related capital at the end of any calendar month with limited notice. Neither the Adviser nor any of its principals, employees or supervised persons receives any transactionbased or other compensation for the sale of securities or other investment products, including interests in or shares of the Funds, Cosmos Funds, and LO Funds.

and Risk of Loss I.

FUNDS and COSMOS FUNDS (collectively, the “Funds” for just this Item 8, Section I)

A.

Methods of Analysis and Investment Strategies.

Investment Objective The investment objective of the Funds is to generate superior risk-adjusted returns over the long term by making long/short equity investments with a focus on domestic small and medium-sized market capitalization companies generally under $20 billion market capitalization. The Adviser seeks to consistently generate wealth on behalf of clients with lower volatility (volatility for the Cosmos Funds may be higher) and relatively low correlation to the broader equity market while mitigating the risk of capital loss in challenging markets. The Funds generally invest long and short in the common stock of publicly traded companies. Investments may include companies outside of the aforementioned market capitalization range. The Cosmos Funds will operate with leverage that the Adviser targets to typically be in the range of 250% to 400% gross exposure (i.e., long positions plus short positions divided by total equity), though the gross exposure may vary over time and fall outside of this range. Investment Philosophy The Funds employ a long/short U.S. equity strategy seeking to generate alpha on both the long and short side. The Adviser believes in bottom-up research and fundamental rigor in analyzing businesses. The Adviser is interested in the underlying prospects and value of a business, which should enable the Funds to exploit certain market inefficiencies by taking a view that is differentiated from that of the market. The Funds may hold core positions for several years, but will act on shorter term ideas as they emerge. The Adviser will use tools such as absolute value and relative value measures versus peer companies and history to inform its entry and exit points, position sizing and trading strategies. Investment Process Overview The Adviser seeks attractive opportunities through proprietary fundamental research activities. These opportunities are thoroughly analyzed by evaluating industry dynamics, competitive forces, business model and earnings quality, profitability and cash flows, management acumen, and demonstrated capital stewardship. Extensive financial modeling and valuation assessment are then used to calculate the expected risk and reward, after which the Adviser exercises its experience and judgment to determine timing and appropriate position sizing. Risk management – and risk mitigation – is an integral part of the investment process. The Adviser regularly monitors salient portfolio attributes such as gross and net exposure, portfolio beta, sector weights, and individual position sizes. In managing the short book, the Adviser leverages its extensive research capabilities by relying primarily on alpha shorts. Exchange traded funds are also utilized, primarily to manage overall portfolio exposure. The net of this process generates a portfolio of moderate volatility (volatility for the Cosmos Funds may be higher) and low market correlation, with a bias to being long reasonably priced growth stocks and underappreciated value stocks while being short companies facing near-to-intermediate term fundamental challenges but sporting rich valuations.

Idea Generation The Adviser’s idea generation process starts with the quality of the business and addressable market opportunity. The investment team will draw on their long-standing relationships with management teams and industry contacts and their knowledge of competitive dynamics within their respective areas of expertise. The Adviser will utilize financial modeling to assess earnings quality, margin sustainability, financial returns and cash flows. The Adviser will seek to exploit a short term anomaly or better valuation to establish a position. The Adviser will assess the opportunity set within its focus sectors to structure the portfolio. If the opportunity set is limited, cash is an acceptable asset class. The convergence of excessive valuations and deteriorating fundamentals will drive the basis for the Adviser’s primary short ideas. Idea Selection Long selection discipline is based on the following: 1.

Large addressable market with a well-structured competitive landscape;

2.

High proportion of recurring revenues and sustainable competitive advantage;

3.

Stable or expanding profit margins and return on capital;

4.

Positive and growing free cash flow; and

5.

Disciplined management team practicing intelligent capital deployment.

Short selection discipline is based on the following: 1.

Fundamental challenges that could lead to disappointing results;

2.

Elevated sentiment and valuation; and

3.

Near term catalyst.

The Adviser will look for favorable risk/reward situations for both long and individual short positions. The Adviser believes it is critical to clearly articulate, understand, and test the investment thesis for each portfolio holding. Sell/Cover Discipline The Adviser will consider the following factors, among others, in deciding when to sell or cover positions: when its price objective has been reached with no change to underlying fundamentals, a significant positive or negative event changes its view of the company's prospects, target catalysts are realized, or the attractiveness of an investment relative to the opportunity set has diminished. Portfolio Construction U.S. equities are expected to comprise a substantial majority of the portfolio, on average. Options and cash/cash-equivalents (and any other types of securities the Adviser deems necessary to implement the investment program) are expected to comprise the remainder. To the extent the Funds’ investments have foreign currency exposure, the Adviser may hedge currency exposures through securities such as forward contracts. Notwithstanding the foregoing, the Funds are permitted to invest in a broad range of equity and debt securities, derivatives and other financial instruments. The Funds may utilize any securities for hedging purposes in the discretion of the Adviser.

The Funds will be focused on areas of the investment team’s combined knowledge and experience, such as the consumer, business services, cyclicals, health care and technology sectors. Generally the Funds expect a multi-year holding period for long positions and a six to twelve month holding period for short positions. The Funds expect to invest primarily in companies under $20 billion in market capitalization, where the Adviser thinks higher growth and fundamental inefficiencies are likely to be found. The Funds will be long-biased, but will utilize selective shorts and basic options strategies as well. They expect to take short positions in individual securities and in options and liquid market or sector tracking instruments, like ETFs. Leverage The Funds use leverage. Such leverage may take the form of borrowings from securities broker-dealers, banks or others that is secured by a material portion of the portfolios or may arise from transactions in derivatives, futures, forwards, swaps and options or from short sales. The amount of leverage used will vary depending on market conditions. As noted above, the Adviser will cause the Cosmos Funds to utilize leverage typically in the range of 250% to 400% gross exposure, though the gross exposure may vary over time and fall outside of this range. Risk Management The Funds generally will not be market or beta neutral. The Adviser expects to reduce volatility, but not eliminate it. The portfolio’s overall exposure is largely determined organically based upon the relative attractiveness of the team’s long and short ideas. The Adviser seeks to generate alpha on the short side with individual stocks. The Adviser utilizes a stop-loss discipline on short positions. The Adviser may cause the Funds to invest a portion of their capital in bank deposits, short-term cash and fixed income investments, including U.S. government securities, money market instruments, commercial paper, money market funds, certificates of deposit and bankers’ acceptances. B. Material Risks (Including Significant, or Unusual Risks) Relating to Investment Strategies and Types of Securities that are Primarily Recommended. (NOTE: The following is a summary. Investors and prospective investors should review their respective offering documents and organizational agreements.) Risk of Loss No guarantee or representation is made that the Funds’ investment program, including, without limitation, the investment objective, diversification strategies or risk monitoring goals, will be successful. Investment results may vary substantially over time. No assurance can be made that profits will be achieved or that substantial or complete losses will not be incurred. Past investment results of the investments otherwise made by the investment professionals of the Adviser are not necessarily indicative of the Funds’ or the Adviser’s future performance. Investment and Trading Risks in General Inherent in any investment in securities is the risk of losing the invested capital. The Adviser believes that the investment program and research techniques moderate this risk through a careful selection of securities and investment opportunities. However, no guarantee or representation is made that the investment program will be successful or profitable, and investment results may vary substantially over

time. The Adviser will not, in general, attempt to measure or hedge all market or other risks inherent in the portfolio, and will seek to measure and hedge certain risks, if at all, only partially. General Economic and Market Conditions The success of the Funds activities will be affected by general economic and market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Funds investments) or regulations (or their interpretation), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors will affect the level and volatility of the prices of securities, commodities and other financial instruments and the liquidity of the Funds investments. Illiquidity or significant changes in volatility could impair the Funds profitability or result in losses. Short Selling A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Funds of buying those securities to cover the short position. There can be no assurance that the Funds will be able to maintain the ability to borrow securities sold short. In such cases, the Funds can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Short strategies can also be implemented synthetically through various instruments and be used with respect to indices or in the over-the-counter market and with respect to futures and other instruments. In some cases of synthetic short sales, there is no floating supply of an underlying instrument with which to cover or close out a short position and the Funds may be entirely dependent on the willingness of over-the-counter market makers to quote prices at which the synthetic short position may be unwound. There can be no assurance that such market makers will be willing to make such quotes. Short strategies can also be implemented on a leveraged basis. Lastly, even though the Funds will secure a “good borrow” of the security sold short at the time of execution, the lending institution may recall the lent security at any time, thereby forcing the Funds to purchase the security at the then-prevailing market price, which may be higher than the price at which such security was originally sold short by the Funds. During the latest financial crisis, a number of jurisdictions, including the United States, adopted temporary bans on short sales and enacted regulations aimed at greater disclosure of short selling. Since then, there have been legislative and regulatory initiatives and proposals in the United States and elsewhere that could lead to permanent bans or restrictions on certain short sale activities, including the restoration of certain restrictions on short selling that were lifted several years ago. These restrictions may make it difficult and in some cases impossible for the Funds to either continue to implement its investment strategy or to control the risk of its open positions. Therefore, any such prohibitions or restrictions on short selling could have a material adverse impact on the Funds investment program. Portfolio Turnover The Funds are not trading oriented. Their target investment horizons are typically measured in months and years. There will be positional turnover that occurs as the Funds flex position sizes in response to valuation and perceived risk-reward. The Funds may, from time to time, engage in short-term trading. Short-term trading refers to the practice of selling securities held for a short time. The objective of shortterm trading is to take advantage of what the Adviser believes are changes in a market, industry or individual company. Short-term trading increases the Funds’ transaction costs, which could affect the Funds’ performance, and could result in higher levels of taxable realized gains to investors.

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The Adviser provides (1) investment advisory services on a discretionary basis to clients which are commingled private funds intended for institutional investors and other sophisticated investors and (2) investment subadvisory services on a discretionary basis to certain private funds, registered investment companies, and institutional clients whose primary investment advisers have delegated to the Adviser such services pursuant to subadvisory agreements. Generally, the minimum initial investment in the Funds is $1,000,000, subject to waiver at the discretion of the Adviser or the Fund General Partner, as applicable. Generally, the minimum initial investment in the LO Funds is $10,000,000, subject to waiver at the discretion of the Adviser or the Fund General Partner, as applicable. Generally, the minimum initial investment in the Cosmos Funds is $25,000,000, subject to waiver at the discretion of the Adviser or the Fund General Partner, as applicable. Minimum investments for the SMAs are negotiated on a case-by-case basis. The BEOF SMA minimums are disclosed in the prospectus.

As described in Item 5, clients of the Adviser are subject to asset-based and performance-based compensation payable or allocable to the Adviser or the Fund General Partner, as applicable. The terms of the compensation that we receive may differ between the various clients that we advise. This may result in a conflict of interest when we allocate opportunities among these clients because we will have an incentive to favor an account that pays higher compensation. To avoid such a conflict of interest, the firm has adopted and applies investment allocation policies designed to achieve equitable allocation among our clients. Specifically, the policy prevents us from taking compensation into account when allocating investment opportunities. Investors should review their respective investment management agreements, limited partnership agreements and offering documents, and prospectuses, as applicable, as well as this brochure, for complete information on fees, compensation and expenses. Performance-based compensation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which would be recommended under a different compensation arrangement.

A. The Adviser is not currently registered, and does not have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. One of the Adviser’s directors is a registered representative of Robert W. Baird & Co. Incorporated (“RWB”), a broker-dealer. B. Neither the Adviser nor any of its management persons is currently registered as a futures commission merchant, commodity pool operator, a commodity trading advisor or an associated person of the foregoing entities. The Adviser and its affiliate, Greenhouse Fund GP LLC, have filed exemptions from registration as commodity pool operators. C. RWB is an investment adviser and broker dealer. RWB’s parent company, BFC, is deemed to control the Adviser (see Item 4.A above). RWB and the Adviser are thus under common control. The Adviser periodically uses RWB to execute securities transactions for the Funds, Cosmos Funds, LO Funds and SMAs. The Adviser periodically uses commissions or “soft dollars” to obtain research services from RWB to assist in the investment decision-making process relating to the Funds, Cosmos Funds, LO Funds and SMAs. The Adviser has policies and procedures to address this conflict. Strategas Securities, LLC dba Strategas Research Partners (“Strategas”) is an investment adviser and broker dealer. Strategas’ parent company, BFC, is deemed to control the Adviser (see Item 4.A above). Strategas and the Adviser are thus under common control. The Adviser periodically uses Strategas to execute securities transactions for the Funds, Cosmos Funds, LO Funds and SMAs. The Adviser periodically uses commissions or “soft dollars” to obtain research services from Strategas to assist in the investment decision-making process relating to the Funds, Cosmos Funds, LO Funds and SMAs. The Adviser has policies and procedures to address this conflict. D. We do not recommend or select other investment advisers for clients. E. BFC is referred to as the “Strategic Investor” in all fund offering documents. The Strategic Investor has access to certain information that may not be available to other investors and it may be able to act on such information (i.e., redeem its investment or subscribe for additional interests), which may result in certain risks to other investors, as described in the fund offering documents.

Client Transactions and Personal Trading The Adviser recognizes and believes that (i) high ethical standards are essential for its success and to maintain the confidence of its clients; (ii) its long-term business interests are best served by adherence to the principle that the interests of clients come first; and (iii) it has a fiduciary duty to its clients to act solely for their benefit. Therefore, the Adviser has adopted a Code of Ethics (the “Code”). All personnel of the Adviser must put the interests of the Adviser’s clients before their own personal interests and must act honestly and fairly in all respects in dealings with clients. All personnel of the Adviser must also comply with all federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting Patrick J. Mitchell (Chief Compliance Officer) by email at pmitchell@greenhousefunds.com or by telephone at 646-795-6093. The Adviser, in the course of its investment management and other activities, may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of clients. The Adviser 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. The Adviser 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 assure that the Adviser is meeting its obligations to clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that the Adviser possesses such information), or not using such information for the client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. As a general matter, personnel of the Adviser are not permitted to engage in personal transactions for their personal securities accounts. There are instances where such personnel have a pre-existing personal securities account and require the ability to sell securities from time to time. Among other requirements, the Code requires personnel to obtain preclearance and report any personal securities transactions (i.e., sale of a security) and holdings to the Adviser, and the Adviser is required to review such reports. Transactions in exchange traded funds (ETFs) are allowed without preclearance, but they must be reported to the Adviser for review. Personnel of the Adviser and affiliates and relatives may make investments in the Funds, Cosmos Funds, and LO Funds. The Adviser may determine that it would be in the best interests of the Funds, Cosmos Funds, LO Funds and SMAs to transfer a security from one client to another (each such transfer, a “Cross Trade”) for a variety of reasons, including, without limitation, tax purposes, liquidity purposes, to rebalance the portfolios of the clients, or to reduce transaction costs that may arise in an open market transaction. If the Adviser decides to engage in a Cross Trade, the Adviser will determine that the trade is in the best interests of each client involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those clients. The Adviser generally intends to execute Cross Trades, if at all, with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross transaction between clients may occur as an “internal cross”, where the Adviser instructs the custodian for the clients to book the transaction at the price determined in accordance with the Adviser’s valuation policy. The Adviser will not receive any fee in connection with the completion of any Cross Trade or internal cross transaction.

The Adviser is authorized to determine the broker or dealer to be used for each securities transaction for the Funds, Cosmos Funds, LO Funds and SMAs. In selecting brokers or dealers to execute transactions, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser's practice to negotiate “execution only” commission rates, thus the Funds, Cosmos Funds, LO Funds and SMAs may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a brokerdealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. In some instances, the Adviser receives a product or service that may be used only partially for functions within Section 28(e) (e.g. an order management system, trade analytical software or proxy services). In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision-making responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Adviser from its own resources or client accounts per client agreements. Research and brokerage services obtained by the use of commissions arising from the Funds’, Cosmos Funds’, LO Funds’ and SMAs’ portfolio transactions could be used by the Adviser in its other investment activities and thus, a Fund, Cosmos Fund, LO Fund or SMA may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Although the Adviser will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between the Adviser and its clients.

In selecting brokers and negotiating commission rates, the Adviser will take into account the financial stability and reputation of brokerage firms, and the research, brokerage or other services provided by such brokers. The Adviser may place transactions with a broker or dealer that (i) provides the Adviser (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the brokerdealer or (ii) refers investors to the Funds, Cosmos Funds, LO Funds or other products advised by the Adviser (or an affiliate), if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of investors. When appropriate, the Adviser may, but is not required to, aggregate client orders to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will be allocated securities based on the average price achieved for such trades. During the Adviser’s last fiscal year, as a result of client brokerage commissions (or markups or markdowns), the Adviser and/or its related persons acquired research services such as research reports (including market research); software providing analysis of securities portfolios; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; and data services (including services providing market data, company financial data and economic data). The Adviser periodically uses RWB and Strategas, both affiliates of the Adviser, to execute securities transactions for the Funds, Cosmos Funds, LO Funds and SMAs. While a conflict of interest exists with respect to the use of RWB and Strategas as executing brokers for the Funds, Cosmos Funds, LO Funds and SMAs, the Adviser adheres to its best execution policy as summarized in this Item 12 in selecting brokers and negotiating commission rates. The Adviser may periodically receive “new issue” allocations and secondary offerings from RWB for the Funds, Cosmos Funds, LO Funds and SMAs. If an affiliate of Greenhouse is part of the underwriting syndicate of an offering, our registered investment company client accounts will be excluded from the allocation because it may result in a violation of Section 10(f) of the 1940 Act since an affiliate of Greenhouse would directly or indirectly receive compensation related to the allocation. The Adviser periodically uses commissions or “soft dollars” to obtain research services from RWB and Strategas, both affiliates of the Adviser. While a conflict of interest exists with respect to this use, the Adviser adheres to its best execution policy and ensures the research services provide lawful and appropriate assistance in its investment decision-making process. The Adviser has procedures in place that seek to limit trade errors, however such procedures may not prevent trade errors from occurring in every instance. The Adviser has adopted a trade error policy which provides that the Funds, Cosmos Funds, and LO Funds will only be reimbursed for losses due to trade errors to the extent that the trade error resulted from the bad faith, gross negligence, willful misconduct or fraud of the Adviser. The Adviser’s trade error policy for the SMAs may be different than that for the Funds, Cosmos Funds, and LO Funds and, if so, would be specified in the subadvisory agreement for each SMA. A registered investment company account must be fully compensated for any losses incurred as a result of a trade error. If the trade error results in a gain, the registered investment company account generally will retain the gain.

A. The Adviser does not receive any economic benefit from non-clients for providing advisory services to the Funds, Cosmos Funds, LO Funds and SMAs. B. The Adviser makes cash payments to third-party solicitors for client referrals (whereby the third-party solicitor receives compensation attributable to the client solicited and referred by the third-party solicitor), provided that, to the extent required, each such solicitor has entered into a written agreement with the Adviser and each prospective client will be notified of the terms of the solicitation arrangement, including the nature of the relationship between the solicitor and Adviser and any fees to be paid to the solicitor. Where applicable, cash payments for client solicitations will be structured to comply fully with the requirements of Rule 206(4)-1 under the Investment Advisers Act of 1940.

In the past ten years, there have been no legal or disciplinary events involving the Adviser or any of its management persons that are material to a current investor’s or prospective investor’s evaluation of the Adviser’s advisory business.

Frequency and Nature of Review.

Joseph Milano manages the portfolios of the Funds, Cosmos Funds, LO Funds and SMAs. He monitors the holdings of each continuously. Such holdings are monitored in light of trading activity, significant corporate developments and other activities which may dictate a change in portfolio positions. Before deciding whether to purchase or sell a particular security on behalf of a client account, the Funds, Cosmos Funds, LO Funds and SMAs holding such security will be reviewed in full. In addition, the Funds, Cosmos Funds, LO Funds and SMAs are reviewed periodically from the standpoint of the specific investment objectives of the Funds, Cosmos Funds, LO Funds and SMAs and as particular situations may dictate.

B.

Content and Frequency of Regular Account Reports.

Each investor in the Funds, Cosmos Funds, and LO Funds receives monthly capital account/net asset value statements directly from the Funds’ administrator, SS&C GlobeOp, and the Cosmos Funds’ and LO Funds’ administrator, NAV Consulting, Inc., respectively. Each investor in the Funds, Cosmos Funds, and LO Funds also receives quarterly letters and performance reports from the Adviser. Investors in the Funds, Cosmos Funds, and LO Funds also receive audited financial statements on an annual basis. In addition, investors in the Onshore Fund, Cosmos Onshore Fund, and LO Onshore Fund receive a Schedule K-1 each year for tax reporting purposes. SMA clients typically have full daily transparency into transactions and portfolio holdings. Any additional reporting for these SMAs is dictated by the applicable subadvisory agreement. Reporting for registered investment company accounts is governed by the Investment Company Act of 1940 and includes documents such as a prospectus and semi-annual and annual reports.

Due to the Adviser’s and the Fund General Partner’s access to client funds and securities as investment adviser and general partner, respectively, of the Funds, Cosmos Funds, and LO Funds, and the Adviser’s authority to deduct fees and other expenses from the Funds, Cosmos Funds, and LO Funds, we are deemed to have constructive custody of these clients’ funds and securities within the meaning of Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended (known as the Custody Rule). The Adviser utilizes the services of unrelated financial institutions or other qualified custodians (as defined in the Custody Rule) to hold clients’ funds and securities. The Adviser also ensures that the qualified custodian maintains such funds in accounts that contain only clients’ funds and securities, which may be under the Adviser’s name as agent or trustee for the client. With respect to clients that are collective investment vehicles for which the Adviser is deemed to have constructive custody, the Adviser complies with the periodic reporting requirements of the Custody Rule by arranging for annual financial statements, prepared in accordance with generally accepted accounting principles and audited by an independent auditor that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, to be delivered to each investor in such clients within 120 days of the end of the relevant fiscal year. The Adviser does not have actual or constructive custody with respect to the SMAs.

The Adviser provides investment advisory services on a discretionary basis to clients. Please see Item 4 for a description of any limitations clients may place on the Adviser’s discretionary authority. Prior to assuming full discretion in managing a client’s assets, the Adviser enters into an investment management agreement or other agreement that sets forth the scope of the Adviser’s discretion. Unless otherwise instructed or directed by a discretionary client, the Adviser has the authority to determine (i) the securities to be purchased and sold for the client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the client account. Because of the differences 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 existence, timing, and sizing of security transactions and security positions may or may not be the same between client accounts. The Adviser may consider the following factors, among others, in allocating securities among clients: (i) client investment objectives and strategies; (ii) client risk profiles; (iii) tax status and restrictions placed on a client's portfolio by the client or by applicable law; (iv) size, leverage, and margin requirements of the client account; (v) nature and liquidity of the security to be allocated; (vi) size of available position; (vii) current market conditions; (viii) account liquidity, account requirements for liquidity and timing of cash flows; and (iv) relative security exposure size between client accounts. Although it is the Adviser’s general policy to allocate investment opportunities to eligible client accounts on a pro rata basis (generally based on the value of the assets of each participating account relative to the value of the assets of all participating accounts), these factors may lead the Adviser to allocate securities to client accounts in varying amounts. Even client accounts that are typically managed on a pari passu basis may from time to time receive differing allocations of securities based on total assets of each account eligible to invest in the particular investment type (e.g., equities) divided by the total assets of all accounts eligible to invest in the particular investment.

The Adviser has adopted Proxy Voting Policies and Procedures (the "Procedures") that are designed to ensure that in cases where the Adviser votes proxies with respect to client securities, such proxies are voted in the best interests of its clients. The Procedures also require that the Adviser identify and address conflicts of interest between the Adviser and its clients. If a material conflict of interest exists, the Adviser will follow the guidelines set forth in the Procedures. In voting proxies, the Adviser generally votes in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated). Generally, the Adviser will vote against proposals that make it more difficult to replace members of a board of directors. For all other proposals, the Adviser will determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others: (i) whether the proposal was recommended by management and Adviser’s opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance. Clients may obtain a copy of the Adviser's Procedures and information about how the Adviser voted a client’s proxies by contacting Patrick J. Mitchell (Chief Compliance Officer) by email at pmitchell@greenhousefunds.com or by telephone at 646-795-6093.

A. The Adviser does not require nor does it solicit prepayment of more than $1,200 in fees per client, six months or more in advance. B. The Adviser is not aware of any financial condition that is likely to impair its ability to meet its contractual commitments to clients. C. The Adviser has never been the subject of a bankruptcy petition.