Hein Park Capital Management LP

Hein Park Capital Management LP (“Hein Park” or the “Adviser”), a Delaware limited partnership, is an investment advisory firm founded on July 16, 2019. Courtney Carson founded and controls Hein Park. Hein Park provides investment advisory services to Hein Park-sponsored pooled investment vehicles (each, a “Fund”). The investment advisory services provided to each Fund will be based on the investment objectives and restrictions as set out in a Fund’s offering documents. The terms upon which Hein Park serves as investment adviser to a Fund will be established at the time each Fund is established and will be set out in separate investment management agreements or in the underlying Fund documents. The terms of each investment management agreement and other Fund documents may vary from Fund to Fund. See Item 8 for a discussion of the investment strategies employed by Hein Park and for a discussion of co-investment opportunities that may be offered to affiliated and unaffiliated thirdparties. Each Fund will be a U.S. or non-U.S. investment limited partnership, limited liability company or other vehicle that will not be registered (or required to be registered) under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”). The securities of a Fund will not be (and will not be required to be) registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), and will be privately placed to qualified investors in the United States and elsewhere. As of December 31, 2025, Hein Park has total regulatory assets under management of approximately $1,928,223,000 all of which is managed on a discretionary basis.

Hein Park or its affiliates generally receive management fees and performance fees (or allocations) in connection with the investment advisory services it provides to the Funds. Management fees and performance fees payable to Hein Park by a Fund are generally established by Hein Park at the time of the establishment of a Fund and may vary among each Fund or classes within a Fund. Specific details of such compensation and its method of calculation are set out in the investment management agreements and/or underlying governing documents (including offering materials) of the relevant Fund. Management fees generally are calculated and payable quarterly in advance based on a Fund’s assets on the first business day of such quarter, typically at annual rates ranging from 1% to 1.5% of the Fund’s assets. Performance fees and allocations generally are calculated and payable or reallocated annually, typically in an amount that ranges from 15% to 20% of the cumulative net profit of an account during the relevant year reduced by a loss recovery account balance, if any. Management fees and performance fees are deducted from each Fund’s assets and are not billed separately. The amount and method of the calculation of a performance fee or allocation, and of a management fee, may be changed by Hein Park, or the applicable board of directors or general partner of a Fund, at any time with the consent of the Fund’s investors or limited partners. Hein Park, or the applicable board of directors or general partner of a Fund, can waive, reduce or calculate differently the management fee or performance fee or allocation applicable to any investor without the consent of, or notice to, any other investor. In addition to a management fee and performance fee or allocation, a Fund will bear its own expenses as disclosed in the respective Fund’s offering documents. For Funds in a master-feeder structure, a feeder Fund will also bear its applicable share of these expenses as an investor in the master Fund. These expenses will include expenses incurred directly or indirectly by a Fund as well as expenses that are incurred by the Fund’s general partner, board of directors, master Fund advisory committees, Hein Park or any of their affiliates, which expenses, in the sole discretion of the general partner or board of directors, are allocable to, or associated with, the activities of the Fund. The expenses are discussed below.

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Operating Expenses A Fund will pay its own operating expenses, including its share of these expenses as an investor in a master Fund, if applicable. These expenses will include a management fee and all operating expenses of the Fund, including, without limitation, as follows: Investment and Trading Expenses. A Fund will bear its investment expenses, including but not limited to, fees and expenses related to investments and potential investments, brokerage commissions, prime broker fees, initial and variation margin, interest and dividend expense, margins, option premiums, brokerage, floor, exchange, and clearinghouse commissions, memberships and fees, other transaction costs and expenses, currency hedging expenses, expenses relating to short sales, obligations incurred in connection with credit arrangements (including repayment obligations, interest, fees and expenses in connection with such credit arrangements), clearing and settlement charges, investment-related travel expenses incurred by personnel of Hein Park, professional fees (including expenses of senior advisors, operating partners, consultants, investment bankers, attorneys, accountants and other experts as well as their respective travel, meals, accommodation and entertainment expenses) relating to the operation of the Fund or to the management of its investments, transmission costs, expenses associated with purchasing, licensing and subscribing for computer software and hardware relating to the operation of the Fund (including, without limitation, research, portfolio tracking, analytics, customer relationship management, project management, expense management, accounting, document management, and trading software such as Bloomberg), trade support services including, but not limited to, pre- and post-trade support software and related support services, appraisal costs, valuation expenses, due diligence costs, research and market data costs, publications, periodicals, data base services and data processing that are directly related to research activities on behalf of the Fund, risk analysis and risk reporting by third parties and risk-related and consulting services, fees of providers of specialized data and/or analysis as to specific companies, sectors or asset classes in which the Fund has made or intends to make an investment, and related expenses. Legal and Compliance Expenses. A Fund will bear legal fees and related expenses incurred in connection with the Fund’s investments or proposed investments or the ongoing existence of the Fund, including legal costs and related expenses of indemnified persons that may be payable by the Fund pursuant to any indemnification obligations of the Fund, legal and compliance thirdparty fees and expenses allocated to the Fund to the extent such services are related to, or otherwise benefiting, the organizational, operational, investment or trading activities of the Fund, legal fees and other expenses incurred in connection with regulatory filings required of the Fund or necessitated by its operations or investments, including without limitation Schedules 13G or 13D (but excluding Form ADV, Form PF, Form CPO-PQR and Schedule 13F, if applicable), registration fees and expenses incurred in connection with Hein Park’s compliance with AIFMD and MIFID II and the equivalent legislation in the UK, if applicable, litigation and threatened litigation, if any, expenses pertaining to legal inquiries (including regulatory examinations or “sweeps”), and any costs associated with proxy solicitation contests and the preparation of any letters with respect to plans and proposals regarding the management, ownership and capital structure of any portfolio company (and related anti-trust or other regulatory filings) by Hein Park in connection with the Fund’s investments. Ongoing Operational Expenses. A Fund will bear its operational expenses, including ordinary and extraordinary legal expenses, accounting (including preparation of financial statements), auditing and tax preparation expenses (including estimates), directors’ fees, advisory committee members fees, record keeping, administration expenses (including costs associated with any thirdparty administrator to the Fund), valuation expenses (including costs associated with any third-party independent valuation provider to the Fund or Hein Park), the expenses of performance reporting and other communications with investors in the Fund, expenses associated with annual meetings of investors in the Fund, printing and duplication expenses, mailing expenses, indemnification expenses, regulatory compliance, the expenses of any independent advisory committee, the expenses of acquiring and maintaining liability insurance or bonds covering indemnified persons, including commissions, premiums and deductibles to obtain directors’ and officers’ liability and errors and omissions insurance (Hein Park will bear one half of the expense of such D&O and E&O coverage for officers and employees of Hein Park), custodian and transfer agency services, fees and expenses relating to software tools,

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programs or other technology utilized in managing the Fund (including third-party software licensing, subscription implementation, data management and recovery services and custom development costs) and other regular or extraordinary fees and expenses associated with the operation of the Fund. If any of the above expenses are incurred jointly for the account of a Fund and another Fund or account managed by Hein Park or its affiliates, such expenses will be allocated among the Funds or accounts in such manner as Hein Park considers fair and reasonable. In addition, the general partner or board of directors of a Fund has the authority to determine, in its sole and absolute discretion, that certain expenses should be allocated on a non-pro rata basis among investors. Organizational and Offering Expenses A Fund is responsible for its own organizational expenses, offering and operating expenses. Offering expenses of a Fund include, without limitation, all expenses incurred in connection with and directly and indirectly related to the formation, qualification, and registration and/or exemption from qualification and registration of the Fund and their ownership interests or shares and the offering, distribution, and processing of the ownership interests or shares under applicable U.S. federal and state law and foreign law, including but not limited to legal, accounting, and auditing fees and expenses, printing and duplication expenses, mailing expenses, filing fees, solicitation and marketing expenses including travel and lodging expenses, and other related expenses. The organizational and initial offering expenses of a Fund will generally be capped. To the extent a Fund’s offering expenses exceed the cap, the excess will be borne by Hein Park through an offset against the Management Fee. The organizational and initial offering expenses of a Fund will either be expensed as incurred or, where permitted by applicable rules and in the general partner’s sole and absolute discretion, amortized over a period not to exceed 60 months beginning at the commencement of a Fund’s investment operations. The amortization of organizational expenses, and the amortization of initial offering expenses beyond one year, is a departure from U.S. Generally Accepted Accounting Principles (“GAAP”) and may result in a qualified audit report on a Fund’s financial statements. In such instances, a Fund may decide to (i) avoid the qualification by recognizing the unamortized expenses or (ii) make GAAP conforming changes for financial reporting purposes, but amortize expenses for purposes of calculating the Fund’s net asset value. There will be a divergence in a Fund’s fiscal year-end net asset value and in the net asset value reported in the Fund’s financial statements in any year where, pursuant to clause (ii), GAAP conforming changes are made only to the Fund’s financial statements for financial reporting purposes. If a Fund is terminated within 60 months of its commencement, any unamortized expenses will be recognized. As a matter of fairness, expenses of a feeder Fund that are paid or are payable by the master Fund may, in the sole and absolute discretion of the general partner, be allocated solely to that feeder Fund. For example, if a future feeder Fund issues shares denominated in a foreign currency and hedges the exchange rate risk in respect of such shares for the benefit of shareholders therein, the general partner may determine that the expense of such hedge should be allocated solely to such feeder Fund. Management Company Overhead Expenses Hein Park is responsible for its own overhead expenses, including salaries, employee benefits, bonuses, rent and other general and administrative expenses. To the extent that expenses to be borne by a Fund are paid by Hein Park, the Fund will reimburse Hein Park for such expenses. Transactional Costs A Fund’s securities transactions are expected to generate a substantial amount of brokerage commissions and other compensation, all of which a Fund, not Hein Park, is obligated to pay. Hein Park has complete discretion in deciding what brokers and dealers a Fund uses and in negotiating the rates of compensation the Fund will pay. In addition to using brokers as “agents” and paying commissions, the Fund will from time to time buy or sell securities directly from or to dealers acting as principals at prices that include markups or markdowns, and will from time to time buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers.

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A. Methods of Analysis Hein Park seeks to achieve each Fund’s investment objective primarily through investments in credit and distressed credit assets and strategies. Hein Park focuses primarily on buying and selling credit instruments and related securities, including without limitation both performing and non-performing investment grade bonds, high yield bonds, leveraged loans, debtor-in-possession (or “DIP”) loans and rescue financings, levered and post-reorganization equities, credit default swaps and other securities. No assurance can be given that the objective will be achieved and investment results may vary substantially over time. Hein Park will source investment ideas organically through its proprietary and honed bottom-up research process and from established buy and sell side relationships. The geographic focus of the strategies will be primarily in the United States. To achieve its investment objective, a Fund relies on fundamental analysis of a company and its industry, competition, risks and opportunities related to the business as well as a deep understanding of the relevant securities and documentation in its capital structure. A Fund will seek to profit from opportunistically taking advantage of market dislocations and acquiring undervalued securities primarily in the credit space. Occasionally, a Fund will acquire control positions in certain tranches of securities in order to seek fundamental changes to the constituent company, its management team or balance sheet. Portfolio Composition. A Fund’s investments will broadly fit in the following sub-categories: •

Performing Credit: The Performing Credit strategy will purchase current pay credit instruments to generate current income on an attractive risk adjusted basis. This could include newly-issued loans or bonds that offer attractive value, or existing traches of debt from established issuers where the market price has reached an attractive entry point for a Fund.

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Stressed Credit: The Stressed Credit strategy will seek to identify higher yielding credit assets that the market has fundamentally mispriced due to a misunderstanding of the company, industry, or related issues.

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Distressed / Non-Performing: The Distressed / Non-Performing strategy will seek to acquire large positions in the fulcrum securities of companies that are in either operational or financial transition. A Fund will seek to effect outcomes through a restructuring (in or out of court) or other corporate action that will maximize the value of its position.

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Liquidations: The Liquidation strategy will seek to acquire claims, bonds or similar securities in bankruptcy estates or trusts where the identified assets for sale exceed the value of the trading price of the securities and offer an attractive rate of return for a Fund.

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Post-Reorganization / Special Situations: A Fund will create or acquire the securities, including equity securities, of companies transitioning out of restructurings. This could include equity created through a debt exchange or new money exit financings, rights offerings, or preferred stock. A Fund may also invest additional amounts in securities of companies post-restructuring.

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Capital Markets: The Funds intend to invest in initial and follow-up primary issuances of equity securities, credit investments and convertible instruments.

Investment Process. Hein Park’s investment team has, collectively, over 40 years’ experience identifying, sourcing, and executing credit investments. The team is comprised of generalist analysts who methodically examine investments across capital structures and various industries. Once a potential investment has been identified, the team will analyze financial statements, company and industry research, and engage with the management team of both the company and its competition. On occasion, outside industry consultants are utilized in order to complete Hein Park’s diligence process. A significant amount of time is also spent on the legal analysis of a target company’s relevant corporate documentation in order to identify the rights of the various creditors in the capital structure. Once a position has been established, the team will engage with the company in an attempt to either improve its operating performance or proactively engage in a balance sheet restructuring. This could include proposing debt exchanges or new money financings that could improve the prospects of the company on an ongoing basis. Co-Investment Opportunities. Hein Park may be in a position to present co-investment opportunities to third parties, which may include affiliates of Hein Park and/or Fund investors. The allocation of co-investment opportunities may involve a benefit to Hein Park or its affiliates. Co-investment opportunities may arise, for example, in connection with a proposed investment by the Funds in which there is investment capacity in excess of a Fund’s investment appetite. Following Hein Park’s determination that the appropriate portion of an applicable investment opportunity has been allocated to a Fund, Hein Park may present additional co-investment opportunities to third parties, including investors in a Fund, based on various factors, including but not limited to, contractual obligations and the co-investor’s perceived ability to enhance the value of an investment or effectively execute a transaction. Hein Park or its affiliates have formed and may form in the future co-investment vehicles to participate alongside a Fund in investment opportunities. Hein Park has agreed to provide certain investors with an opportunity to participate in co-investment vehicles but is not obligated to provide other investors the opportunity to so participate. Co-investors (including investors in any committed co-investment vehicles) may not share in all expenses alongside a Fund, including, but not limited to broken deal expenses, accounting or insurance expenses. Concentration. Consistent with the investment team’s past portfolio construction, Hein Park intends to run a concentrated portfolio. Hein Park believes that having large, concentrated positions and seeking to effect outcomes by helping to direct the most effective path forward, most often as it relates to the restructuring of a company (both in and out of court), is an important part of achieving the investment objective of a Fund. Hedging. A Fund will utilize various strategies for hedging, and the hedging program will be comprised of both single name hedges and overall portfolio level hedging. These could include shorting cash bonds, buying credit default swaps, shorting equities and/or futures, and the purchase of put options on equities, commodities, or indices. Leverage. While leverage is not integral to achieving the investment objective, a Fund will employ leverage opportunistically. Forms of leverage may include margin loans, total return swaps, and committed financing facilities among others. Use of Cash and Cash Equivalents. The Funds periodically hold cash or invest in cash-equivalents, consisting primarily of obligations of the U.S. Government, its agencies or instrumentalities, commercial paper, reverse repurchase agreements, money market mutual funds, and interest-bearing deposits with financial institutions deemed by a Fund to be appropriately creditworthy. Reliance on Judgment. Although Hein Park’s investment efforts will usually be supported by fundamental research of issuers, sectors, markets and financial instruments, Hein Park is not required to conduct any minimum level of research or analysis in connection with making investment decisions for a Fund and instead may make investment decisions based upon other factors. -9-

Flexibility. Hein Park may, from time to time in its sole discretion, refine or change its investment methods and strategies without prior notice to or approval by investors. The descriptions contained herein of specific strategies in which a Fund may engage should not be understood as in any way limiting the Fund’s investment activities. A Fund may engage in investment strategies not described herein that Hein Park considers consistent with the Fund’s overall investment objective of capital appreciation or may cease engaging in or reduce its exposure to investment strategies described herein. B. Material Risks Material risks of Hein Park’s investment strategies: The investment strategies Hein Park employs subject a Fund to various risks, including the possible loss of principal. Investing in a Fund involves the risk that the Fund may not achieve its investment objective. Investors in a Fund should be aware that all investments in securities involve a risk of loss of their investment, which they should be prepared to bear. Below is a discussion of the material risks of significant investment strategies and primary investments of the Funds. For more information about a Fund’s risks, please see the offering materials for that Fund. Dependence on Key Personnel. The success of the Funds depends in substantial part on the skill and expertise of Courtney Carson, other key personnel and other employees of Hein Park. There can be no assurance that such persons will continue to be employed by Hein Park through the length of an investor’s investment in a Fund. The loss of key personnel could have a material adverse effect on a Fund. Hein Park will notify investors if Courtney Carson ceases to control Hein Park. Risks of Investments in Securities Generally. All securities investments risk the loss of capital. No guarantee or representation is made that a Fund’s investment program will be successful. An investment program may involve, without limitation, risks associated with limited diversification, leverage, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in activities. Certain investment techniques of the Funds can, in certain circumstances, magnify the impact of adverse market moves to which the Fund may be subject. In addition, a Fund’s investment in securities may be materially affected by conditions in the financial markets and overall economic conditions occurring globally and in particular countries or markets where a Fund invests its assets. A Fund’s methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. General Economic and Market Conditions. Changes in general economic conditions can affect a Fund’s activities. Interest rates, general levels of economic activity, the price of securities, the price of commodities, the rate of inflation and participation by other investors in the financial markets may affect the value and number of investments made by a Fund or considered for prospective investment. A Fund’s investment strategy and the availability of investment opportunities relies, in part, on the continuation of certain trends and conditions observed in the market for various financial instruments and the larger financial markets and, in some cases, the improvement of such conditions. Consequently, a Fund may not be capable of, or successful at, preserving the value of its assets, generating positive investment returns or effectively managing risks. No assurance can be given that such conditions, trends or opportunities will arise or continue, as applicable. Material changes and fluctuations in the economic environment, particularly of the type experienced beginning in 2008 that caused significant dislocations, illiquidity and volatility in the wider global economy, may affect a Fund’s ability to make investments and the value of investments held by a Fund. Such marketplace events also may restrict the ability of a Fund to sell or liquidate investments at favorable times or for favorable prices. In addition, geopolitical tensions, changes in trade policy (including the imposition of tariffs or other trade barriers), and governmental actions may create significant uncertainty in financial markets, disrupt global supply chains,

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Hein Park provides investment advisory services, as described above in response to Item 4, to the Funds. Each Fund will not be registered (or be required to be registered) under the 1940 Act. The securities of each Fund will not be registered (or be required to be registered) under the 1933 Act and will be privately placed to qualified investors in the United States and elsewhere. A Fund generally will have a specified minimum investment as set out in the Fund’s offering documents (such minimums will generally range from $25,000,000 to $100,000,000). A Fund’s general partner or board of directors, in its sole discretion, has the authority to decline to accept the capital commitment of any prospective or current investor and/or accept capital commitments of a lesser amount and has done so for officers, employees, certain former employees and friends and family of Hein Park and its affiliates.

Hein Park will receive annual performance fees (or allocations) from the Funds it manages. These performance fees, as noted above in “Fees and Compensation,” generally range from 15% to 20% of the cumulative net profit of an account during the relevant year reduced by a loss recovery account balance, if any. Hein Park, or the applicable board of directors or general partner(s) of a Fund, may waive, reduce or calculate differently the performance fee or allocation with respect to any investor, including principals, shareholders and employees of Hein Park, a general partner of a Fund or other affiliates. Hein Park will face a conflict of interest to the extent that it manages a Fund for which it receives a performance fee at the same time as it manages one or more other Funds for which it receives no performance fee or a different level of performance fee. A performance fee arrangement generally entitles an investment adviser to additional compensation based on the performance of a Fund bearing the performance fee. Hein Park has an incentive to favor Funds or take increased investment risk on behalf of Funds for which it receives a larger performance fee because it could receive greater compensation from such Funds. In addition, due to the method of calculating the performance fees, such fees may be affected by factors within Hein Park’s control (i.e., a performance fee is typically dependent, in part, on the unrealized value of certain investments, which could provide an incentive for Hein Park to use higher valuations when calculating the performance fee). Hein Park has implemented policies and procedures to mitigate the risk of these conflicts of interest and will at all times allocate trades and securities to the Funds in a fair and equitable manner. In addition, each Fund’s financial statements, which are used as the basis upon which the performance fee is calculated, will be reported in conformity with GAAP and generally requires the fair valuation of investments.

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Neither Hein Park nor any of its management persons is registered, or has an application pending to register, as: (i) a broker-dealer; (ii) a registered representative of a broker-dealer; (iii) a futures commission merchant; (iv) a commodity pool operator, (v) a commodity trading advisor; or (vi) an associated person of any of (ii), (iii), (iv) or (v).

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As described above, Hein Park serves as the investment adviser to the Funds. Entities that serve as general partners to the Funds organized as limited partnerships are affiliated with Hein Park. Hein Park Co-Investment GP LLC serves as the general partner for various potential co-investment opportunities offered by Hein Park.

Code of Ethics and Personal Trading Hein Park has adopted a Code of Ethics (the “Code”) in accordance with Rule 204A-1 under the Advisers Act. The Code is based on Hein Park’s fiduciary duty to its clients. The fundamental tenants of the Code include: (1) acting in the best interest of clients; (2) conducting personal securities transactions in a manner so as to be consistent with the Code and avoiding any actual or potential conflict of interest or any abuse of a Hein Park employee’s position of trust and responsibility; (3) refraining from taking inappropriate advantage of the relationship with the clients; (4) maintaining the confidentiality of security holdings and financial circumstances of clients; (5) maintaining independence in the investment decision making process; and (6) promptly reporting violations of the Code for review and corrective action to be taken by Hein Park’s Chief Compliance Officer. As a fiduciary, Hein Park and its employees owe an affirmative duty of care, loyalty and good faith to act in the best interests of its clients. Generally, the Code imposes the following four basic requirements on Hein Park and its employees: (1) their conduct must conform with the fiduciary standards set out in the Code; (2) they must comply with all applicable federal laws, including but not limited to federal securities laws; (3) their personal securities transactions must comply with the Code; and (4) they must obtain prior approval for most personal securities transactions as described under the Code. Hein Park forbids the illegal use of material non-public information in trading securities, regardless of whether the trades are executed for client accounts or for a personal securities account. At the commencement of employment at Hein Park and thereafter at least annually, all employees sign an acknowledgment that they have received, read and understand all provisions of the Code and agree to be subject to the Code, and any amendments. The Code generally does not permit employees to engage in personal securities transactions, except under certain limited circumstances. The Code requires employees to obtain pre-clearance of most transactions in their own personal accounts, as well as accounts they control or are held by relatives that are members of their household, except for transactions in certain types of securities (e.g., U.S. Treasury securities, mutual funds and certain broad-based ETFs), transactions in certain cryptocurrencies and transactions made in an account over which the employee has no direct or indirect influence or control. In addition, employees report all investment holdings in these accounts and are required to arrange for brokerage and other account statements to be provided to Hein Park, with the exception of the holdings in accounts that the employee has no direct or indirect influence or control. Notwithstanding the foregoing, employees are still required to seek pre-clearance for IPOs and private placements in all accounts. Employees must certify their compliance with the personal securities requirements of the Code on a quarterly basis. The Code also requires confidential treatment of information acquired at Hein Park and contains political contributions, outside activities and gift and entertainment policies, among other items. Upon request of a client, Hein Park will make a copy of the Code available. Participation or Interest in Client Transactions From time to time, Hein Park, its officers and employees may have a material financial interest in securities that are recommended to clients for purchase or sale and may periodically buy or sell securities that are recommended to clients for purchase or sale. Hein Park recognizes that this practice may result in conflicts of interest.

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Hein Park’s policy is that neither Hein Park, nor any person in a control relationship with Hein Park, nor any employee of Hein Park shall effect transactions as a principal with any Fund unless such transactions are in compliance with the provisions of Section 206(3) of the Advisers Act. Hein Park has adopted a cross trade policy to govern how Hein Park processes a coordinated purchase of a security on behalf of one Fund and a sale of the same security on behalf of another Fund at the same time (a “cross trade”). Hein Park, its affiliates, their employees and relatives of the employees periodically invest, directly or indirectly, in the Funds. The terms of investment, including economic and liquidity terms, applicable to such investors may be more favorable than the terms available to other investors in a Fund and the other investors will not be provided with notice of such terms or an opportunity to invest on such terms. Each Fund and/or Hein Park has entered into side letter agreements with certain existing investors whereby such investors may be subject to terms and conditions that are more advantageous than those set forth in such Fund’s offering documents and may enter into additional side letters in the future. For example, such terms and conditions may provide for special rights to make future investments in a Fund, other investment vehicles or managed accounts; special withdrawal rights or better liquidity; transfer rights; a reduction in the management fee or performance allocation to be borne by the investor; rights to receive reports from a Fund on a more frequent basis or that include information not provided to other investors (including, without limitation, more detailed information regarding portfolio positions); rights to co-investment opportunities, and such other rights as may be negotiated by a Fund and such investors and are not generally available to other investors. Hein Park has entered into an arrangement with one or more related institutional investors (collectively, the “Anchor Investor”) pursuant to which the Anchor Investor has made a significant capital commitment to an investment fund managed by Hein Park that generally invests parallel to a Fund (the “Anchor Fund”). In consideration for this commitment, the Anchor Investor has been granted certain economic and other entitlements that differ from those available to investors in the Funds. Specifically, the Anchor Investor will be entitled to a portion of both the management fee and the performance allocation otherwise owed to Hein Park and the general partner to a Fund, respectively, above a certain threshold of assets under management. The Anchor Investor does not have any governance rights regarding (nor responsibility for) the management or investment operations of Hein Park or the Funds. Hein Park, its officers, directors and employees periodically trade certain securities for their own accounts consistent with the Code, including securities that may be held by a Fund. Hein Park, its officers, directors and employees may from time to time take positions in their proprietary accounts that are opposite the positions taken for, or held by, a Fund. Hein Park, its officers, directors and employees may receive more favorable execution than the Funds. Personal transactions will be required to comply with the Code, which is discussed above. Allocation of Investment Opportunities There is a potential conflict of interest when determining the allocation of limited investment opportunities across Funds with similar investment mandates. To mitigate the risk of favoring certain Funds over others, Hein Park intends to execute orders for all of the participating clients in a manner that it believes in good faith to be equitable, taking into account such factors as the relative amounts of capital available for new investments, relative exposure to shortterm market trends, the investment programs and portfolio positions of the relative clients, the requirements of the governing documents of the clients, tax considerations, restrictions under the Employee Retirement Income Security Act or other applicable regulations, risk tolerances and other factors as Hein Park deems relevant. If Hein Park determines that an investment opportunity is appropriate for more than one client, then Hein Park combines orders for all such accounts that Hein Park deems appropriate, and if any order is not filled at the same price, they are generally aggregated on an average price basis. While Hein Park believes combining orders will, over time, be advantageous to all participants, in particular cases the average price could be less advantageous to a Fund. These allocation policies are intended to be flexible, may be modified or amended from time to time and are subject to change by Hein Park, in its sole and absolute discretion, without prior notice to investors. Hein Park has agreed to provide certain investors with an opportunity to participate in co-investment vehicles but is not obligated to provide other investors the opportunity to so participate. As discussed in more detail in Item 8, co-

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investors (including investors in any committed co-investment vehicles) may not share in all of the expenses alongside a Fund.

A Fund’s securities transactions are expected to generate a substantial amount of brokerage commissions and other compensation, which the Funds, and not Hein Park, will be obligated to pay. Hein Park will have complete discretion in deciding what brokers and dealers the Funds will use and in negotiating the rates of compensation the Funds will pay. In addition to using brokers as “agents” and paying commissions, the Funds will from time to time buy or sell securities directly from or to dealers acting as principals that include markups or markdowns, and will from time to time buy securities from underwriters or dealers in public offerings at prices that include compensation to the underwriters and dealers. Hein Park will generally allocate brokerage on behalf of a Fund on the basis of best available execution and in consideration of such broker’s provision or payment of the cost of brokerage and research services that are of benefit to such Fund and other clients of Hein Park. If Hein Park determines in good faith that the amount of commission charged by a broker is reasonable in relation to the value of brokerage and research services provided by such broker, the Funds may pay commissions to such broker in an amount greater than the amount another broker might charge. Such brokerage and research services furnished by brokers through which a Funds effect securities transactions may include the cost of investment research, and may be used by Hein Park or its affiliates in advising other Funds and not necessarily the Fund paying such commissions. This gives Hein Park an incentive to select or recommend a brokerdealer based on its interest in receiving the research or other products or services, rather than a client’s interest in receiving most favorable execution. Hein Park generally intends to comply with Section 28(e) of the Exchange Act of 1934 (the “1934 Act”) with respect to the allocation of brokerage, which permits the use of “soft dollars” in certain circumstances. Hein Park will limit the use of “soft dollars” to obtain services that constitute research and brokerage within the meaning of Section 28(e) of the 1934 Act. Research services within Section 28(e) that Hein Park may receive include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio investments and strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution; advice from industry professionals, lawyers, tax professionals and accountants regarding actual and potential investments; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a 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. Research and brokerage services obtained by the use of commissions arising from a Fund’s portfolio transactions may be used by Hein Park in its other investment activities on behalf of another Fund, and thus, a Fund may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Therefore, the availability of “soft dollars” from certain brokers presents Hein Park with a conflict of interest and may provide incentives for Hein Park to use the services of certain brokers regardless of whether it is in the best interests of a particular Fund. Certain brokers and custodians periodically provide capital introduction services whereby Hein Park may be afforded the opportunity to make a presentation regarding services to certain qualified investors identified by the broker or custodian. While the brokers or custodians generally provide such services at no additional cost to Hein Park, Hein Park, and not a Fund, may be the principal or sole beneficiary of those services, thus presenting a potential conflict of interest between a Fund and Hein Park. Hein Park will not direct brokerage to particular broker dealers solely in return for soft dollar benefits or capital introduction services. Hein Park will determine the selection of particular broker-dealers for securities transactions of the Funds subject to Hein Park’s policy to seek best execution for such transactions. Hein Park will not recommend, - 35 -

request or require that a Fund direct it to execute transactions through a specified broker-dealer, nor will Hein Park permit a Fund to direct brokerage. When Hein Park deems the purchase or sale of securities to be in the best interest of more than one Fund, Hein Park may, but will not be obligated to, aggregate the securities to be purchased or sold. Combining purchase or sale orders in this manner may result in superior execution and/or lower brokerage expenses; however, it may also decrease the prices received or increase the prices required to be paid for the securities sold or purchased. Please refer to Item 11 for a more detailed discussion of the allocation of investment opportunities.

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

There are no material legal or disciplinary events required to be disclosed under this Item 9.

Courtney Carson is responsible for reviewing each Fund’s portfolio on a regular basis. Mr. Carson founded and controls Hein Park and serves as the Chief Investment Officer of Hein Park. Mr. Carson reviews potential investments and will approve all investments made by the Funds. Mr. Carson, other senior management at Hein Park, and/or other supervisory personnel are responsible for reviewing documents relating to the investment process, trade data, and other reports on a regular basis and for overseeing investment activity. The Funds provides to investors (1) annual audited financial statements within one hundred twenty (120) days of the end of the Fund’s fiscal year or as soon thereafter as is reasonably practicable, (2) unaudited monthly account balances and performance reports and (3) information necessary for investors to complete U.S. Federal, state and local income tax returns.

Hein Park is deemed to have custody, as defined in Rule 206(4)-2 under the Advisers Act (the “Custody Rule”), of funds or securities of a Fund. Hein Park relies on the “audit exemption” under Rule 206(4)-2(b)(4) under the Advisers Act, which exempts an adviser to a limited partnership, limited liability company or other pooled investment vehicle from certain requirements of the Custody Rule with respect to that vehicle if the adviser requires the vehicle to be audited annually by an independent public accountant that is registered with the Public Company Accounting Oversight Board and distributes the audited financial statements annually to the investors in the vehicle.

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

Hein Park generally has the authority to vote client securities. In accordance with Rule 206(4)-6 under the Advisers Act, Hein Park has adopted and implemented written policies and procedures for voting client proxies it receives. Hein Park’s general policy is to vote or abstain from voting proxy proposals, amendments, consents, or resolutions related to client portfolio securities (collectively, “proxies”), in a manner that serves the best interests of its Funds.

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Clients cannot direct Hein Park’s vote in a particular solicitation. In the event of a conflict of interest between Hein Park and its clients, Hein Park will vote proxies in the best interest of its clients. Hein Park will maintain records for each matter relating to a portfolio security with respect to which a Fund was entitled to vote. A copy of Hein Park’s proxy voting policies and its voting record will be provided to clients upon request. Class Action Lawsuits As a fiduciary, Hein Park seeks to act in the Funds’ best interests with good faith, loyalty and due care. Hein Park will determine whether the Funds will (i) participate in a recovery achieved through a class action lawsuit, (ii) opt out of the class action and separately pursue their own remedy or (iii) decide not to pursue any action. Hein Park’s Chief Compliance Officer oversees the completion of proof of claim forms and any associated documentation, the submission of such documents to the claim administrator and the receipt of any recovered monies. Hein Park’s Chief Compliance Officer will maintain documentation associated with the Funds’ participation in class action lawsuits. Employees of Hein Park must notify Hein Park’s Chief Compliance Officer if they are aware of any material conflict of interest associated with the Funds’ participation in class action lawsuits. Hein Park’s Chief Compliance Officer will evaluate any such conflicts and determine an appropriate course of action for Hein Park. The Adviser generally does not serve as the lead plaintiff in class action lawsuits because the costs of such participation typically exceed any extra benefits that accrue to lead plaintiffs.

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

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