LUCERNE CAPITAL MANAGEMENT LP

Lucerne Capital Management, L.P., an investment adviser registered with the SEC, is a Delaware limited partnership established in 2000. Lucerne Capital provides investment advisory services, defined as giving continuous advice to a client or making investments for a client based on the individual needs of the client. Lucerne Capital provides these services predominantly to investment limited partnerships or “limited” companies. Certain affiliates of Lucerne Capital act as the general partners of Lucerne Capital’s clients that are structured as limited partnerships. Lucerne Capital lists its principal owners as any person directly owning 25% or more of Lucerne Capital as disclosed on Schedule A of Form ADV, Part 1A. The principal owners of the company are Pieter Taselaar and Matheus (Thijs) Hovers with more than 25% ownership. Lucerne Capital is not a publicly held company and no part of Lucerne Capital is owned by an individual or company through any subsidiaries or “intermediate subsidiaries.” Lucerne Capital provides investment advisory services to the below-referenced groups of privately-offered investment funds (each a “Fund”, and collectively, the “Funds”) two subadvised accounts (the “Sub-Advised Account” and the “2nd Sub-Advised Account”, together, the “Sub-Advised Accounts”, unless otherwise noted herein in this brochure, together with the Funds, each a “Client” and collectively, the “Clients”) in accordance with the investment objectives, investment guidelines and restrictions set forth in the relevant Client’s confidential private placement memorandum, limited partnership agreement, investment management agreement and other formation and operating documents pertaining to the Client (collectively, the “Governing Documents”). The following Lucerne Capital Funds are invested in the “Lucerne Capital Strategy” which invests primarily in international equity and equity-like securities, both long and short, of issuers primarily in the developed European markets: • • •

The Lucerne Capital Master Fund, L.P. (master fund); The Lucerne Capital Fund, L.P. (feeder fund); and The Lucerne Capital Offshore Fund, Ltd. (feeder fund).

Additionally, Lucerne Capital entered into an Account Investment Advisory Agreement between Prelude Opportunity Fund, LP, a Delaware limited partnership (the “Partnership”), of which Prelude Capital Partners, LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner, Prelude Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), Lucerne Capital Management, L.P. (the “Sub-Advisor”), and The Lucerne Capital Master Fund, LP (the “Special Limited Partner”) to provide investment advisory services to the 2nd Sub-Advised Account. The 2nd Sub-Advised Account received initial capital allocation from the Lucerne Capital Master Fund, L.P., comingled with funds from

Prelude Opportunity Fund, LP and Prelude Capital Management, LLC. The funds are held in the 2nd Sub-Advised Account in compliance with the Custody Rule under the Investment Advisers Act of 1940 (the “Advisers Act”); and are managed in accordance with terms, investment objectives and limitations as described in more detail in the Agreement. Lucerne Capital is 100% responsible for any and all investment decisions with respect to the 2nd Sub-Advised Account as described in more detail in the Agreement. As described below in “Item 6 – Performance-Based Fees and Side-by-Side Management” and “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss”, Lucerne Capital has entered into a “first loss capital” arrangement in accordance with the Agreement. The following Lucerne Capital Funds are invested in the “Lucerne Nordic Strategy” which invests in listed, and in some cases, private European equity securities in a broad range of marketcapitalization profiles focusing primarily, but not exclusively, on the issuers of the Nordic region: • • •

The Lucerne Capital Nordic Master Fund, Ltd. (master fund); The Lucerne Nordic Fund, L.P. (feeder fund); and The Lucerne Nordic Offshore Fund, Ltd. (feeder fund).

The following Lucerne Capital Funds are invested in the “Lucerne Concentrated Strategy” which is a concentrated and leveraged strategy focused on the value opportunities in small and midcapitalization companies located or domiciled primarily in the continental Europe and other developed regions, including the U.S. The strategy will invest in mostly long positions but also engages in derivatives trading and short positions. •

The Lucerne Capital Special Opportunity Fund, Ltd.

Additionally, Lucerne Capital entered into an Account Investment Advisory Agreement between Scalebuilder Allocation Format, LP, a Delaware limited partnership and Scalebuilder LLC, a Delaware limited liability company and an investment adviser registered with the SEC (the “Agreement”) to provide investment advisory services to the Sub-Advised Account. The SubAdvised Account received initial capital allocation from the Lucerne Capital Special Opportunity Fund, Ltd. comingled with funds of Scalebuilder LLC and Scalebuilder Allocation Format, LP. The funds are held in the Sub-Advised Account in compliance with the Custody Rule under the Investment Advisers Act of 1940 (the “Advisers Act”); and are managed in accordance with terms, investment objectives and limitations as described in more detail in the Agreement. Lucerne Capital is 100% responsible for any and all investment decisions with respect to the SubAdvised Account as described in more detail in the Agreement. As described below in “Item 6 – Performance-Based Fees and Side-by-Side Management” and “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss”, Lucerne Capital has entered into a “first loss capital” arrangement in accordance with the Agreement. Lucerne Capital expects to enter into similar agreements or arrangements in the future.

The following Lucerne Capital Funds are invested in the “Lucerne Long-Only Strategy” which is a moderately concentrated portfolio with typically 25 to 35 long holdings investing in European equity securities. •

The Lucerne European Opportunities (US) Fund, LP

The Clients are not required to register as investment companies under the Investment Company Act of 1940 in reliance upon an exemption available to funds whose securities are not publicly offered. Lucerne Capital manages the Funds on a discretionary basis in accordance with the terms and conditions of each Fund's Governing Documents. The Sub-Advised Accounts are managed in accordance with the terms, investment objectives and restrictions as described in more detail in the Agreement. Lucerne Capital has and expects in the future to enter into separate agreements, commonly referred to as “side letters,” with a particular investor in connection with its admission to a Client without the approval of any other investor, which would have the effect of establishing rights under, or supplementing the terms of, the applicable agreement with respect to such investor in a manner more favorable to such investor than those applicable to other investors. Lucerne Capital does not participate in wrap fee programs. As of December 31, 2025, Lucerne Capital managed approximately $364,621,000 in assets on a discretionary basis. Lucerne Capital does not manage Client assets on a non-discretionary basis. No individualized investment advice is provided to any particular limited partner of any Client. Lucerne plans on launching “The Lucerne U.S. Farmland Real Asset Platform” focused on cash yield and regenerative land value growth over time. The Lucerne U.S. Farmland Real Asset Platform is seeking to launch a farmland real asset fund and Separately Managed account(s) focused on acquiring and operating high-value farmland assets across key U.S. geographies. The strategy is an operationally intensive asset class, and Lucerne’s approach emphasizes selectivity, targeting operational excellence, transparency and governance to support durable income and long-term land value preservation. The following Lucerne Capital Funds are anticipating investing in “The Lucerne U.S. Farmland Real Asset Platform” upon completion of formation. •

Rubicon I, L.P.

Lucerne plans to launch the “Lucerne European Income Select Strategy” in Q2 2026. The strategy seeks to provide a high monthly income distribution by investing in a selection of Europe’s largest, most liquid and well-established equities while using an options -based investment strategy, which combined, will target a double-digit annual yield to be distributed on a monthly basis. The strategy seeks to offer investors a diversified portfolio with less

volatility and more income than the major European Indices. Portfolio selection will be constructed from a bottom-up fundamental analysis and diversified among Growth, Value and a combination of both with a focus on valuation & growth metrics, dividend yield, sustainability of dividends, underlying liquidity and attractiveness of options markets. The universe of portfolio candidates will include Western European large-cap equities and UK equities listed as ADR’s on the U.S. Exchanges. The Lucerne Capital Funds which are anticipating to invest in the “Lucerne European Income Select Strategy” upon launch date: •

The Lucerne European Income Select Fund

As the investment adviser or manager to a Client, Lucerne Capital typically charges advisory fees as described in the relevant Client’s Governing Documents. The fees payable to Lucerne Capital vary from client to client and can be different from the fees and compensation payable in respect of any prior or successor client. All investors should review the Governing Documents of the relevant Client in conjunction with this brochure for complete information on the fees and compensation payable with respect to that particular Client. In general, Lucerne Capital and certain of its affiliated entities receive a management fee (the “Management Fee”) for its portfolio management services and certain Clients also pay performance-based fees which are calculated and paid in accordance with the relevant Client’s Governing Documents. Typically, the Management Fee for the Funds range between 0% and 2.0% on an annualized basis. The Management Fee is charged in advance or in arrears on a prorated basis and is deducted from investor assets in the relevant Fund. All fees are negotiated and documented within the Governing Documents. The general partner(s) of Lucerne Capital’s Funds, which are affiliates of Lucerne Capital, receive performance-based compensation, which is referred to as “Performance Allocations”, or “Incentive Allocation” and is payable only when and if certain threshold amounts are returned to investors in accordance with the applicable Fund’s Governing Documents. Additionally, the Lucerne Capital Special Opportunity Fund, Ltd. receives a Performance Allocation from the SubAdvised Account in accordance with the Agreement. Performance Allocations and Incentive Allocations are described in more detail below, in “Item 6 – Performance-Based Fees and Sideby-Side Management” of this brochure. Additionally, the Lucerne Capital Master Fund, L.P. receives a Standard Performance Allocation, and an additional Enhanced Performance Allocation from the 2nd Sub-Advised Account in accordance with the Agreement. Performance Allocations and Incentive Allocations are described in more detail below, in “Item 6 – Performance-Based Fees and Side-by-Side Management” of this brochure.

The principals and employees of Lucerne Capital and their related entities do not pay the Management Fee or Performance-Based Compensation. For a discussion of potential conflicts of interest, please see “Item 6 – Performance-Based Fees and Side-by-Side Management.” Lucerne Capital intends to deliver this brochure only to qualified purchasers as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and therefore, is not required to disclose its Clients’ fee schedules. All expenses attributable to the organization of the Funds and the sale of interests to the investors of each Fund (the “Organizational Expenses”) are allocated to each Fund according to the specific mandate of each expense as it relates to the organization of each Fund in accordance with each Fund’s Governing Documents. At each Fund’s initial closing date, the Fund typically reimburses the general partner for organizational expenses incurred by the general partner, or any of its affiliates (including Lucerne Capital), on behalf of the Funds, up to a specified amount, with the general partner of such Fund bearing any Organizational Expenses in excess of such amount. In addition to the Management Fee and Performance Based Compensation payable to the general partner and other related entities, each Fund bears all other costs and expenses of the Fund, including, without limitation, legal, auditing, consulting, financing, accounting, custodian fees and expenses, interest expense, brokerage commissions, investment banking fees and other costs of executing transactions, expenses relating to short sales, clearing and settlement charges; its allocable share of directors’ and officers’ insurance covering Lucerne Capital and the Funds’ partners, officers and managers; other expenses associated with the acquisition, holding and disposition of its investments, including extraordinary expenses (such as litigation, if any) and any taxes, fees or other governmental charges levied against the Fund. Expenses and liabilities incurred in connection with an investment opportunity or potential investment opportunity, including without limitation due diligence, investment research and indemnity expenses, are allocated among the Funds pro rata according to the amount invested by each Fund in such investment opportunity or, in the case of an unconsummated portfolio security, pro rata according to the amount to be invested by each Fund in such opportunity. Lucerne Capital is responsible for certain of its overhead expenses, including salaries and employee benefits, rent, utilities and general office expenses. The Funds incur other fees and expenses charged by brokers and other third parties, such as investment banking fees, commissions, wire transfer fees, electronic fund fees, fund administration service provider fees, other fees and taxes on brokerage accounts and securities transactions, withholding taxes, and costs otherwise authorized by the relevant Fund’s Governing Documents or approved by a majority in interest of investors. See “Item 12 – Brokerage Practices” below for further discussion of the factors that Lucerne Capital considers in selecting or recommending broker-dealers for Fund transactions and determining the reasonableness of their compensation.

Lucerne Capital does not charge a Management Fee to the Sub-Advised Accounts. The SubAdvised Accounts bear all costs and expenses related to its investments, including, without limitation, brokerage and other transaction costs, clearing and settlement charges, trade break fees, custodial fees, debit interest charges, any issue or transfer taxes chargeable in connection with any securities transactions, any soft dollar commissions, and any extraordinary expenses subject to certain pre-approved rates and fees described in the Agreement. General Information on Fees Negotiability of Fees: In certain circumstances, the fees and performance compensation received by Lucerne Capital and its related entities is negotiable. Lucerne Capital and its related entities reserve the right to waive or reduce management fees and performance-based compensation for certain investors in any Client and have waived such fees and compensation for employees and related parties of Lucerne Capital. Termination of Advisory Relationship: An advisory agreement may be canceled at any time, by either party, for any reason upon receipt of written notice in accordance with the guidelines of the related Client’s Governing Documents. Upon termination of any account, any prepaid, unearned fees will be promptly refunded. Investors are requested to refer to the applicable Client’s Governing Documents for complete information on withdrawals and applicable investment "lock-up" periods. Advisory Fees in General: Investors should note that similar advisory services may (or may not) be available from other registered investment advisers for similar or lower fees.

Lucerne Capital aims to provide investors with attractive long-term returns as its common goal among its diverse range of investment products. The Lucerne Capital Strategy The Lucerne Capital Strategy intends to take long and short positions in international securities, including, in some instances, U.S. equity securities, and synthetic & derivative transactions. The Strategy will focus investment opportunities mostly in the equity and equity-like securities of issuers in Continental Europe. Lucerne Capital believes that non-U.S. issuers represent attractive investment opportunities due to a number of significant inefficiencies in this market segment and that its extensive investment experience in global equity securities, excellent information flow, valuation-driven disciplined investment process, and company specific knowledge provide it with a competitive advantage in identifying investment opportunities. The equity securities in which the Lucerne Capital Strategy could invest include common stocks, synthetic derivatives, preferred stocks, convertible and debt securities, warrants, ETFs, stock purchase rights, depository receipts, shares of investment companies, and other equity-related interests. While equity securities are the principal focus of the Lucerne Capital Strategy, the Lucerne Capital Strategy may purchase and write options and other derivative contracts on stocks, bonds, currencies, ETFs or market indices and employ other active portfolio management strategies, including FX Forwards, to act as a hedge against volatility and currency exposures while also seeking to reproduce additional income and capital appreciation. Lucerne Capital believes that stock selection will be the most important contributor to the performance of the Lucerne Capital Strategy particularly the portfolio construction processes. Fundamental research will be a key element of risk control and through an optimal mix of long and short positions, the Lucerne Capital Strategy intends to shift macroeconomic risks (such as market, country, currency and industry risks) onto specific stock selection risk, or alpha-related risks. Lucerne Capital intends to utilize leverage to increase the potential for gain from Lucerne Capital’s stock selection. Leveraging is expected to occur when Lucerne Capital discovers through fundamental research significant revenues/earnings trends emerging for particular sets of companies or industries and subsequently develops a strong conviction for larger exposures to those companies or industries. The investments made within this strategy involve a high degree of business, leverage and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions and changes in laws, regulations, fiscal policies, or political conditions of countries in which investments are made,

including the risks of war and the effects of terrorist attacks and security operations. At times, a substantial portion of the strategy’s assets may be invested in the securities of a limited number of issuers. Investing a significant portion of the strategy’s assets in a limited number of issuers or industries makes the strategy significantly more susceptible to risks affecting investments in such issuers or industries. Lucerne Capital has entered into a “first loss capital” arrangement with Prelude Opportunity Fund, LP, a Delaware limited partnership (the “Partnership”), of which Prelude Capital Partners, LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner, Prelude Capital Management, LLC, a Delaware limited liability company (the “Investment Manager”), an investment adviser registered with the SEC, to provide advisory services to the 2nd Sub-Advised Account in accordance with the Agreement. Funds from The Lucerne Capital Master Fund, L.P. are comingled with Prelude Opportunity Fund, LP and are held in the 2nd SubAdvised Account. First loss capital arrangements, under certain circumstances, involve risks not present were third parties not involved. Further, the capital contributed by the Lucerne Capital Master Fund, L.P. to the 2nd Sub-Advised Account is at risk for any and all losses pursuant to the terms and limitations of the Agreement. Lucerne Capital is 100% responsible for any and all investment decisions with respect to the 2nd Sub-Advised Account and agrees to hold harmless Prelude Capital Management, LLC for any and all losses or impairment to the 2nd Sub-Advised Account that occur as a result of investment decisions or transactions made by Lucerne Capital. The foregoing risk factors do not purport to be a complete enumeration or explanation of the risks involved with Lucerne Capital’s investment program or an investment in the 2nd Sub-Advised Account or any Client. The underlying investments in which Lucerne Capital invests may be subject to unique risks and considerations not discussed herein. For specific information regarding the risks of investing in a particular Client and the types of securities issued by that Client, investors should refer to that Client’s governing and subscription documents. For a discussion of potential conflicts of interest, please see “Item 6 – Performance-Based Fees and Sideby-Side Management.”

The Lucerne Nordic Strategy The Lucerne Nordic Strategy intends to seek investment opportunities across European Companies focusing primarily, but not exclusively, on the equity, and equity like securities of small and mid-cap issuers primarily in the Nordic region, which includes, but is not limited to, Denmark, Finland, Sweden and Norway, using a bottom-up, long-term approach to investing that enables taking positions in a broad range of market-capitalization profiles, including relatively less liquid small-capitalization companies. Lucerne Capital believes that Nordic and European issuers represent attractive investment opportunities due to a number of significant inefficiencies in this market segment. Lucerne Capital believes that its extensive investment experience in global equity securities, excellent

information flow, valuation-driven disciplined investment process, and company knowledge provide it with an unrivaled competitive advantage in identifying investment opportunities. The Lucerne Nordic Strategy intends to take long and short positions in primarily in equity securities of issuers with market capitalizations typically between $50 million and $10 billion, resulting in a net exposure typically ranging from -30% to +100%. The equity and private securities in which the Fund could invest include common stocks, preferred stocks, debt and convertible securities, warrants, stock purchase rights, depository receipts, shares of investment companies, and other equity-related interests, including private equity investments. The Lucerne Nordic Strategy intends to invest in Initial Public Offerings (IPOs), during attractive market conditions, in which Lucerne Capital believes offers attractive investment opportunities. Most IPOs involve a higher degree of risk not normally associated with offerings of more seasoned companies. Companies involved in IPOs generally have limited operating histories, and their prospects for future profitability are more uncertain. Stock prices of IPOs can also be highly unstable, due to the absence of a prior public market, the small number of shares available for trading and limited investor information. IPOs will often be sold within one year of purchase date, and in some instances, immediately after going public. The Lucerne Nordic Strategy could also invest in a large percentage of IPOs which can increase volatility of performance and introduce additional risk of loss to investors of this strategy. During periods where the Nordic region experiences numerous high-quality IPOs, the Nordic Strategy may participate in a large number of IPOs which may have a significant effect on the performance of this strategy. Lucerne Capital believes that stock selection will be the most important contributor to the performance of the Fund and the additional use of a disciplined risk control process will be instrumental in producing consistent performance. The Fund’s investment returns can be expected to be driven by the absolute performance of both long and short positions. The investments made within this strategy may involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions and changes in laws, regulations, fiscal policies, or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks and security operations. The Lucerne Concentrated Strategy Lucerne Capital believes that certain European domiciled equities in a broad range of market capitalization profiles, including relatively less liquid small-capitalization companies and private equity interests, represent attractive investments. These opportunities are often the result of lack of analyst coverage, or, for example, companies that have been ignored for reasons that are structurally no longer valid, such as financial distress or poor management. Typical companies that fit the investment profile will have a solid strategy and market position, an asset-rich balance

sheet relative to its enterprise value, strong free-cash generation and are well-managed. It is Lucerne Capital’s experience that when these attributes are combined with catalysts such as a pick-up in earnings-momentum, an asset sale, or an acquisition that re-leverages the balance sheet, the stocks can generate attractive returns to long-term investors. The Lucerne Concentrated Strategy is managed based on the assumption that stock selection will be the key contributor to performance. Lucerne Capital will devote a significant amount of time to actively form investment ideas, and especially to analyze these investment ideas to build strong conviction in the investment thesis, which in turn will result in a concentrated portfolio. Different phases in the economic cycle may call for different approaches to stock selection, impacting the size, liquidity, and nature of the portfolio components. The Lucerne Concentrated Strategy intends to take long, and in some instances, short positions in mostly European equity securities of issuers in the small- and mid-capitalization range and also intends to hedge the equity exposure from time to time with derivatives, ETFs, FX Forwards and index positions across the European and U.S. markets. The length of an investment holding period will be determined by Lucerne Capital’s assessment of the ongoing merit of that investment relative to all other investment opportunities. The relative risk/reward of each investment at current valuation will be reflected by the net exposure each investment has in the portfolio. In general, Lucerne Capital seeks companies with an investment case that continues to be valid for a longer period of time, typically more than a year. The realized length of time a particular investment is held is primarily the result of a disciplined approach of setting a price target, which will then be used to monitor the relative attractiveness of reaching such target in relation to the health of the original investment case. The relative risk/reward of investment ideas will be translated into the size of a holding and the overall net exposure. The Lucerne Concentrated Strategy uses a high level of concentration and leverage. The relative size of the position will mainly depend on the conviction, potential upside, timing, liquidity and risk profile of the investment case. Most of the Lucerne Concentrated Strategy investments can be expected to be liquid relative to the liquidity constraints of the Lucerne Concentrated Strategy. In general, Lucerne Capital may invest in illiquid instruments when the investment case and return potential render the instrument an attractive addition to the portfolio. In all cases Lucerne Capital will constantly monitor the overall liquidity level of the portfolio. Lucerne Capital has entered into a “first loss capital” arrangement with Scalebuilder LLC, a Delaware limited liability company and an investment adviser registered with the SEC, to provide advisory services to the Sub-Advised Account in accordance with the Agreement. Funds from the Lucerne Capital Special Opportunity Fund, Ltd. are comingled with Scalebuilder LLC and Scalebuilder Allocation Format, LP; and are held in the Sub-Advised Account. First loss capital arrangements, under certain circumstances, involve risks not present were third parties not involved. Further, the capital contributed by the Lucerne Capital Special Opportunity Fund, Ltd. to the Sub-Advised Account is at risk for any and all losses pursuant to the terms and limitations of the Agreement and such losses would affect the Lucerne Capital Special

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Lucerne Capital and its related entities provide investment advice to the Funds and the SubAdvised Accounts in accordance with the investment objectives, investment guidelines and restrictions set forth in the relevant Fund’s respective Governing Documents, and the Agreement. In general, Lucerne Capital requires that each investor in a Fund be an “accredited investor” as defined in Regulation D under the Securities Act of 1933 (the “Securities Act”) and, in most cases, a “qualified purchaser” or “knowledgeable employee”, as defined by the Investment Company Act and the rules thereunder. Prospective investors in the Funds, described in more detail under “Item 4 – Advisory Business”, should refer to the applicable Client’s Governing Documents for information on minimum investment requirements. Information on minimum investment requirements for the Funds is described, as appropriate, in the Form ADV, Part 1A.

In addition to the Management Fee, the Clients pay Lucerne Capital and its related entities Performance Based Compensation, referred to as “Performance Allocations” or “Incentive Allocations”. Performance Based Compensation is calculated based on a percentage of the net profits of the Funds at the end of each fiscal year and vary between 10% - 25% of the allocable share of net profits above the high-water mark. To the extent that the balance of the account appreciation is less than the high-water mark, there is a ‘Loss Carryforward’ provision (described in more detail in the relevant Fund’s Governing Documents) which must be recouped before Lucerne Capital and its related entities are entitled to a Performance Based Compensation. This allocation is deducted from investor assets in the relevant Funds. In measuring an investor's net profits for the calculation of Performance Based Compensation, Lucerne Capital and its related entities will include both realized and unrealized gains and losses during the relevant period. The calculation and payment of the Performance Based Allocations applicable to a particular interest in a Fund is described in detail in the Fund’s applicable Governing Documents. Additionally, the Sub-Advised Account pays the Lucerne Capital Special Opportunity Fund, Ltd. a Performance Allocation. The Performance Allocation is based on the net capital appreciation of the Sub-Advised Account and is calculated and deducted on a monthly basis, subject to a highwater mark as described and in accordance with the Agreement. Fee and expense arrangements for the Sub-Advised Account are different from those of the Funds as described in more detail in the Agreement. Managing multiple Clients can create actual or potential conflicts of interest for Lucerne Capital with respect to the allocation of investment opportunities, competition for trades and allocating expenses. Further, the first loss capital arrangement creates an incentive for Lucerne Capital to recommend investments that are riskier or more speculative than would be the case in the absence of such arrangement. Lucerne Capital could also be incentivized to allocate more lucrative investment opportunities to the Sub-Advised Account, if a higher Performance Allocation is charged, rather than to the Funds for whom the opportunity may be most suitable. Lucerne Capital, as a result, could have conflicting incentives in making decisions with respect to investment opportunities. Even if the Funds and the Sub-Advised Account invest in the same assets on similar terms, conflicts of interest could still arise as a result of differing investment profiles of the investors, among other items. Furthermore, it is possible the Funds’ interests could be adversely affected by virtue of Scalebuilder LLC’s involvement and actions relating to the SubAdvised Account. Nevertheless, Lucerne Capital recognizes its fiduciary duty to act in the best interests of the Sub-Advised Account and the Funds. Additionally, the 2nd Sub-Advised Account pays the Lucerne Capital Master Fund, L.P., a Performance Allocation. The Performance Allocation is based on the net capital appreciation of the 2nd Sub-Advised Account and is calculated and deducted on a monthly basis, subject to a high-water mark as described and in accordance with the Agreement. Fee and expense arrangements for the Sub-Advised Account are different from those of the Funds as described in

more detail in the Agreement. Managing multiple Clients can create actual or potential conflicts of interest for Lucerne Capital with respect to the allocation of investment opportunities, competition for trades and allocating expenses. Further, the first loss capital arrangement creates an incentive for Lucerne Capital to recommend investments that are riskier or more speculative than would be the case in the absence of such arrangement. Lucerne Capital could also be incentivized to allocate more lucrative investment opportunities to the 2nd Sub-Advised Account, if a higher Performance Allocation is charged, rather than to the Funds for whom the opportunity may be most suitable. Lucerne Capital, as a result, could have conflicting incentives in making decisions with respect to investment opportunities. Even if the Funds and the 2nd Sub-Advised Account to invest in the same assets on similar terms, conflicts of interest could still arise as a result of differing investment profiles of the investors, among other items. Furthermore, it is possible the Funds’ interests could be adversely affected by virtue of Prelude Capital Partners, LLC’s involvement and actions relating to the 2nd Sub-Advised Account. Nevertheless, Lucerne Capital recognizes its fiduciary duty to act in the best interests of the 2nd Sub-Advised Account and the Funds.

The Performance Based Compensation creates an incentive for Lucerne Capital and its related entities to cause the Clients to make investments which may be riskier or more speculative than those which would be made under a different fee arrangement, or to favor accounts which have a higher allocation arrangement. Lucerne Capital has adopted and implemented policies and procedures to mitigate conflicts and potential conflicts of interest. Further, Lucerne Capital is committed to fulfilling its fiduciary duty to its Clients to act at all times in their best interest. The Advisers Act as amended restricts the payment of performance-based compensation, such as the Performance Allocations and Incentive Allocations, to investment advisers registered under such act. However, SEC Rule 205-3 permits the payment of performance-based compensation to registered investment advisers provided that the investors in the clients meet certain financial qualifications. The offerings of interests in the Clients are structured to comply with this rule and accordingly the Clients will only accept subscriptions from investors who meet the qualifications set forth in Rule 205-3. Investors in the Clients are requested to refer to the applicable Client’s Governing Documents for complete information on the services offered, and corresponding allocations and fees charged, by Lucerne Capital and its related entities.

Lucerne Capital is affiliated through ownership and control with Lucerne GenPar Fund, LLC and Lucerne European GP, LLC which act as the general partner to the Funds. Lucerne Capital General Partner LLC is the general partner of Lucerne Capital. In the ordinary course of their business, Lucerne Capital and its affiliates engage in activities which could be in conflict with the interests of the Clients. The discussion below identifies certain types of conflicts that could arise from time to time but does not purport to be a comprehensive discussion. Dealing with conflicts of interest is complex and it is not possible to predict every conceivable conflict. New and different types of conflicts could subsequently arise that do not presently exist as a result of changes in operations or practices and the development of new relationships, among other items. For specific information regarding the risks and conflicts of interest of investing in a particular Client, investors should refer to each Client’s Governing Documents. Side Letters As noted in “Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss”, certain of Lucerne Capital’s Clients have and expect in the future to enter into separate agreements, or “side letters,” with certain prospective or existing investors whereby such investors, including in some cases investors that are such persons that may be affiliated with Lucerne Capital or its related persons, are subject to terms and conditions that are more advantageous than those set forth in the Governing Documents for the particular Client and which apply to other investors in the Client. For example, a side letter could provide for rights relating to greater portfolio transparency, fee waivers or reductions, minimum investment amounts, reports and other information, other more favorable investment terms, including redemption rights, and such other rights as may be negotiated by Lucerne Capital, on behalf of the Clients, with an investor. The determination of whether to enter into a side letter is solely at the discretion of Lucerne Capital and could, among other things, be based on the size of the investor’s investment in a Client or affiliated investment entity, an agreement by an investor to maintain such investment in a Client for a significant period of time, or other similar commitment by an investor to a Client. In some cases, a side letter that benefits a party to that side letter could work to the detriment of other investors. Absent an agreement to the contrary or as required by applicable law, Lucerne Capital is not obligated to inform other investors of the terms of any side letter or offer equally favorable terms to such other investors. Other Activities of Lucerne Capital and Related Persons Lucerne Capital’s employees will participate in the management of the investment activities of multiple Clients and investment vehicles concurrently, and conflicts of interest arise in allocating time and resources to manage their investments. Lucerne Capital has hired and will continue to hire necessary employees to provide the appropriate level of time allocated to each Client. In

addition, Lucerne Capital and its principals and affiliates are permitted to engage in, invest in, participate in or otherwise enter into other business ventures of any kind, nature or description, alone or with others, including, without limitation, the management of or investment in other investment or trading accounts, entities or vehicles, and Clients shall have no right in or to any such activities or the income or profits derived therefrom. However, subject to provisions in the Governing Documents, Lucerne Capital will endeavor to manage any conflict of interest between or among the Clients consistent with Lucerne Capital’s fiduciary obligations. Lucerne Capital and its principals and affiliates are permitted to invest and trade for their own accounts, including in investments traded or held by the Clients. As a result, Lucerne Capital and its principals and affiliates from time to time are expected to have proprietary investments that are impacted by the investments in which a Client takes a position, trade and invest simultaneously with the Clients and take investment positions that are different or opposite from the positions taken by the Clients. As a result, conflicts of interest arise between one or more Clients and Lucerne Capital or its principals or affiliates with respect to matters such as the purchases and sales of investments in connection with particular trading situations and allocation of employees, resources and expenses. The records of trading by Lucerne Capital and the principals and affiliates of Lucerne Capital generally will not be made available to its investors, except to the extent required by law. However, trading by principals and employees of Lucerne Capital will be subject to Lucerne Capital’s Code of Ethics and Personal Securities Transactions Policy, as described below in “Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading,” which seeks to mitigate the conflicts described above. Among other things, Lucerne Capital’s Code of Ethics will require employees to pre-clear certain securities transactions for their personal accounts with the Chief Compliance Officer or other appropriate employees of Lucerne Capital. Lucerne Capital has entered into an agreement with Two Sigma Investments, LP (“Two Sigma”) to participate in Two Sigma’s buyside program in which Lucerne Capital provides to Two Sigma and its affiliates certain requested types of trade ideas, other non-discretionary and non-tailored research services, and any additional inputs as described under such agreement (“Inputs”). Inputs could be related to, but are not limited to, publicly traded equity instruments and other traded instruments, markets, market trends or themes, issuers, or contracts. In exchange for these Inputs, Lucerne Capital will receive a fee from Two Sigma based on the terms of the agreement. Such arrangement could adversely affect the Clients, for example, Lucerne Capital could be incentivized to provide Inputs to Two Sigma that could have been beneficial to the Clients; however, currently Lucerne Capital only provides Inputs to Two Sigma that are also used by Lucerne Capital in its investment strategy for the Clients. Additionally, participation in this buyside program could adversely affect the time commitment to the Clients on the part of Lucerne Capital’s employees. Further, Lucerne Capital does not control or have discretion over how Two Sigma uses the Inputs that Lucerne Capital provides; and therefore, the use of such Inputs by Two Sigma could be contrary to Lucerne Capital’s and the Clients’ interests. Nevertheless, Lucerne Capital is committed to fulfilling its fiduciary duty to the Clients to act at all times in their best interest.

Allocation of Expenses From time to time, Lucerne Capital and/or the Clients receive products or services from third parties, the costs and expenses of which are allocable (in whole or in part) between or among Lucerne Capital and/or the Clients. Lucerne Capital allocates expenses among parties in the manner prescribed by the applicable Governing Documents for such Client and Lucerne Capital’s expense allocation policies and procedures, and in cases where costs and expenses are properly allocable between or among multiple parties, the allocation would be done in a manner that Lucerne Capital considers to be fair and equitable, taking into account factors such as the actual or estimated relative benefits to each applicable party of the expense-generating item (which typically would include consideration of the Clients’ relative position size in an expensegenerating investment). A conflict of interest could arise in Lucerne Capital’s determination whether certain costs or expenses that are incurred in connection with the operation of the Clients meet the definition of partnership expenses for which the Clients are responsible, or whether such expenses should be borne by Lucerne Capital. The Clients will be reliant on the determinations of Lucerne Capital in this regard. From time to time, it is possible that subsequent review of allocations could result in an identification of expenses that should have been allocated in a different manner, in which case measures would be undertaken to correct such circumstance, which might include a reversal of the original expense allocations, if possible, or such other equitable adjustment believed Lucerne Capital to be the most appropriate corrective measure. There can be no assurance that allocation errors will not arise or that corrective measures will be possible in all circumstances. Nonetheless, Lucerne Capital seeks to address conflicts of interest that may arise in accordance with its fiduciary obligations under the Advisers Act.

Lucerne Capital has adopted a Code of Ethics that sets forth high ethical standards of business conduct that Lucerne Capital requires of its employees to meet its fiduciary obligations. Employees must at all times place the interests of the Clients first. Employees must comply with all applicable laws and regulations, including, without limitation, federal securities laws. All personal securities transactions must be conducted in a manner consistent with the Code of Ethics and any actual or potential conflicts of interest must be avoided. Lucerne Capital’s Code of Ethics places restrictions on personal trading by employees, including that they disclose their personal securities holdings and transactions to Lucerne Capital. Generally, employees are not permitted to buy and sell publicly traded single name securities traded on European Exchanges. Employees may make investments in other private investment funds subject to pre-clearance by Lucerne Capital’s Chief Compliance Officer. Lucerne Capital may allow employees to hire outside investment managers to manage, with full discretion, employee accounts with approval from the Chief Compliance Officer. Lucerne Capital’s Code of Ethics also includes policies and procedures that are designed to prevent the misuse of material, non-public information. Lucerne Capital’s Insider Trading policies prohibit employees from trading (or recommending trading) on behalf of our Clients, themselves, or any external parties in securities of a company while knowledgeable of material, non-public information about the company. Lucerne Capital's policy and practice is to not engage in any principal transactions. Lucerne Capital has policies and procedures in place designed to identify and/or avoid conflicts of interest that may arise between or among client accounts and any principal accounts. These policies and procedures include allocation policies for allocating trades among client accounts. If there becomes a need to rebalance positions between accounts, Lucerne Capital’s policy and procedure is to execute each trade through a non-affiliated broker at a market price. This policy has been communicated to all relevant employees, traders and portfolio managers. Investors or prospective investors may obtain a copy of Lucerne Capital's complete Code of Ethics and Personal Securities Transactions Policy by contacting Patrick Moroney, Chief Compliance Officer, at (203) 983-4470 or the below address: Lucerne Capital Management, L.P. Attn: Chief Compliance Officer 73 Arch Street, 3rd Floor Greenwich, Connecticut 06830

In accordance with each Client’s Governing Documents, Lucerne Capital is granted the discretionary authority to determine the broker-dealer to be used and the commission rates to be paid. Lucerne Capital will endeavor to select those brokers or dealers which will provide the best execution at competitive commission rates. Subject to the requirement to seek best execution for Clients brokerage transactions, transactions may be allocated to brokers on the basis of and in consideration of such brokers' provision or payment of the costs of investment research and analysis and other trading services and products (sometimes referred to as "soft dollar" services and products) that are of benefit to the Clients and Lucerne Capital. Accordingly, the commission rates charged by brokers in the foregoing circumstances could be higher than those charged by other brokers who may not offer such services. Lucerne Capital could therefore use a broker who provides soft dollar services and products or who is obligated to pay third parties for such services received by Lucerne Capital, even though a lower commission could be charged by a broker who does not offer the same level of products and services. Research services may be useful in servicing all of the Clients, and not all of such research may be useful for the Client account for which the particular transaction was affected. Brokers or dealers that Lucerne Capital selects to execute transactions may, from time to time, refer clients or investors to Lucerne Capital. Lucerne Capital will not make commitments to any broker or dealer to compensate that broker or dealer through brokerage or dealer transactions for client referrals; however, a potential conflict of interest could arise between the client's interest in obtaining best price and execution and Lucerne Capital's interest in receiving future referrals. In certain instances, Lucerne Capital receives from broker-dealer’s products or services which are used both for investment research and for administrative, marketing, or other non-research purposes. In such instances, Lucerne Capital makes a good faith effort to determine the percentage of such products or services which may be considered as investment research. The portion of the costs of such products or services attributable to research usage may be defrayed by Lucerne Capital through directing brokerage commissions generated by client transactions (soft dollars). This may be done without prior agreement or understanding by the client (and done at Lucerne Capital's discretion). The portion of the costs attributable to non-research usage of such products or services is paid by Lucerne Capital to the broker-dealer in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, (the “Exchange Act”) as amended. Lucerne Capital currently receives the following services, among others, on a "soft dollar" basis: 1. Discussions with research analysts 2. Meetings with corporate executives to discuss questions on their company and industry

3. Traditional research reports from Brokerage houses analyzing public companies and industries 4. Conferences and seminars as they relate to research of investment opportunities 5. Software and models that provide analysis of Lucerne’s portfolios and investment opportunities 6. Market data, trade analytics, research and advice on market views and strategies 7. Brokerage services including connectivity for execution services, order routing, clearing and settling of transactions, etc. Research or brokerage services provided by brokers, or provided by third parties and obligated to be paid for by brokers, through which portfolio transactions for the Clients are executed may include research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, online quotations, news and research services, and other services providing lawful and appropriate assistance to Lucerne Capital and/or its affiliates in the performance of its or their respective investment decision-making responsibilities on behalf of the Clients which it or such affiliates manage (collectively, “soft dollar items”). Certain soft dollar items may be made available to affiliates of Lucerne Capital solely for the purpose of such affiliates providing assistance to Lucerne Capital or its affiliates in the performance of its or their respective investment decision-making responsibilities on behalf of the Clients which it or such affiliates manage. Lucerne manages accounts with similar investment strategies as well as different investment strategies, all of which can trade in the same securities. It is Lucerne’s practice to combine different Client orders for identical securities to be executed as an aggregated (block) order. This practice enables Lucerne to seek more favorable executions and net prices. Once the order has been executed, shares are allocated to accounts on an average price basis. If a second batch order for the same security is placed later within the same day, the price received for that order is averaged among the second order only, each order is considered separate. Lucerne will maintain electronic records, before entering an aggregated order, specifying the participating Client accounts participating in the aggregated order. To the extent that Lucerne does not aggregate trades, but has the opportunity to do so, Lucerne’s Clients may be subject to pay higher brokerage costs. No additional compensation or remuneration will be due to Lucerne as a result of the aggregation

Lucerne Capital made in the past and, from time to time, makes payments to third parties in connection with referrals of potential investors for the Funds managed by Lucerne Capital. To the extent any such arrangements relate to client referrals, such arrangements will comply with applicable rules and regulations set forth in the Advisers Act. Currently, Lucerne Capital has an agreement with Citi Private Alternatives, LLC, d/b/a in Connecticut as Citi Private Advisory, LLC for the purpose of referring investors to the Funds. Citi Private Advisory, LLC receive a percentage of the gross fees and allocations paid to Lucerne Capital on behalf of investors that have been referred to Lucerne Capital’s Clients by above entities. Any fees paid to placement agents for the solicitation of prospective investors will be borne by Lucerne Capital; no deduction will be made from an investor’s subscription amount with respect to such fees. Interests of the Funds may also be made available through the distribution platforms of certain financial institutions. While none of the Funds, Lucerne Capital or any of their affiliates pay any fees to make the interests of a Fund available through such distribution platforms, individual investors purchasing interests through a distribution platform may incur fees charged by the applicable financial institution. Such fees will be in addition to any amounts invested in the Fund and will not be shared by the applicable financial institution with the Funds, Lucerne Capital or any of their affiliates.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Lucerne Capital or the integrity of Lucerne Capital’s management. Lucerne Capital has no history of any disciplinary action.

Clients assets are invested according to defined investment strategies, investment guidelines and restrictions described in more detail in each Client’s Governing Documents. Each Client account is maintained and supervised by the investment principals. Each account is reviewed by the principals continually. Matters reviewed include specific investments held, the percentage of assets in various types of investments and the relative and absolute performance of each account. Investors in the Funds receive annual audited financial statements of their Fund and unaudited monthly account statements prepared by an independent, third-party administrator. The Funds are subject to annual audits by a nationally-recognized Public Company Accounting Oversight Board (PCAOB)-registered independent auditor. The Sub-Advised Accounts do not receive regular reports from Lucerne Capital in accordance with the Agreement.

Lucerne Capital is deemed to have custody of the Funds’ funds and securities because it has the authority to obtain Funds’ funds or securities, for example, by deducting the Management Fee from a Fund’s account. Each Fund is a pooled investment vehicle, and custody of such Fund’s assets is maintained in compliance with applicable rules and regulations set forth in the Advisers Act. Cash and securities are maintained at a financial institution meeting the definition of qualified custodian under the Advisers Act. In addition, the financial statements of each Fund are audited by a nationally-recognized Public Company Accounting Oversight Board (PCAOB)-registered independent auditor and the Governing Documents of each Fund require the financial statements to be distributed to investors within 120 days of the applicable fiscal year-end of the respective Fund. Lucerne Capital does not have custody of the Sub-Advised Accounts’ assets in accordance with the Agreements.

Subject to the investment objectives, policies and restrictions of each Fund as set forth in the Governing Documents of such Fund, Lucerne Capital has discretionary authority to determine the type, amount and price of securities and investments to be bought and sold on behalf of each Fund, including the selection of, and commissions paid to, broker-dealers. The terms of Lucerne Capital’s investment advisory services, including investment discretion, are negotiated with each Fund and agreed to in the Funds’ Governing Documents. These terms are altered or varied, including, in some cases, the right to opt-out of certain investments for legal, tax, regulatory or other similar reasons. Lucerne Capital is 100% responsible for any and all investment decisions with respect to the SubAdvised Accounts in accordance the terms and limitations described in more detail in the Agreements.

Lucerne Capital, as a matter of policy and as a fiduciary to its Clients and investors, has responsibility to vote proxies of portfolio securities consistent with the best economic interests of the Clients. Lucerne Capital maintains written proxy voting policies and procedures describing in detail research, voting and reporting of proxy voting. The following is a summary of our proxy voting policies and procedures: 1. Types of Accounts to which Lucerne Capital Votes Proxies Lucerne Capital votes proxies for each Client for which we act as adviser with the power to vote proxies. 2. General Guidelines In voting proxies, Lucerne Capital is guided by general fiduciary principles. Lucerne Capital's goal is to act prudently, solely in the best interest of our Clients, and, in the case of ERISA accounts, for the exclusive purpose of providing economic benefits to such persons. Lucerne Capital attempts to consider all factors of its vote that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. 3. How Lucerne Votes Generally, Lucerne Capital divides proxies into routine matters and non-recurring or extraordinary matters. It is Lucerne's general policy, absent a particular reason to the contrary, to vote with management's recommendations on routine matters. For non-recurring extraordinary matters, Lucerne Capital votes on a case-by-case basis, generally following the suggestions for such matters detailed in the adviser’s proxy voting policy. For the Clients that use Morgan Stanley & Co. (“MS”), Goldman Sachs & Co. or Northern Trust as one of their custodians or prime brokers, Lucerne has engaged ISS to provide record keeping services on behalf of the Funds. This cost of this service is prorated to the Funds that use this service. 4. Conflicts of Interest In furtherance of Lucerne Capital's goal to vote proxies in the best interests of Clients, Lucerne Capital follows procedures designed to identify and address material conflicts that may arise between Lucerne Capital's interests and those of the Clients before voting proxies on behalf of such Clients.

Investors may obtain a copy of Lucerne Capital's Proxy Voting Policies and Procedures by contacting Patrick Moroney, Chief Compliance Officer, at (203) 983-4400 or the below address: Lucerne Capital Management, L.P. Attn: Chief Compliance Officer 73 Arch Street, 3rd Floor Greenwich, Connecticut 06830

Lucerne Capital does not require prepayment of Management Fees six months or more in advance. Lucerne Capital is not aware of having any financial condition that is reasonably likely to impair its ability to meet contractual requirements to the Clients. Lucerne Capital has never filed for bankruptcy protection.