Marblegate Asset Management

If you manage client assets, disclose the amount of client assets you manage on a discretionary basis and the amount of client assets you manage on a non-discretionary basis. Disclose the date “as of” which you calculated the amounts. As of December 31, 2025, Marblegate manages $2,923,800,736 of Advisory Client regulatory assets on a discretionary basis. Marblegate does not currently manage any Advisory Client assets on a non-discretionary basis.

ITEM 5 – FEES AND COMPENSATION Item 5.A

Describe how you are compensated for your advisory services. Provide your fee schedule. Disclose whether the fees are negotiable. Marblegate is compensated in the form of a management fee (“Management Fee”) and performance-based compensation in the form of an incentive allocation, performance fee, or carried interest (the “Incentive Allocation”). The Management Fee, generally 1-2%, is based on the net assets of each Fund, and is generally payable quarterly in arrears. To the extent a capital contribution or withdrawal is made as of any day that is not the first day of a fiscal quarter, the Management Fee is prorated. The performance fee is calculated, generally at a rate of 15-25%, and charged as of the last day of each fiscal year and/or upon distributions, depending on the Advisory Client. Under loss carry forward provisions, an investor in hedge fund structured Advisory Clients generally will not be charged an Incentive Allocation until any net loss previously allocated to such investor has been offset by subsequent net profits. The performance fee for private equity structured Advisory Clients is based on a return of capital to Fund investors and achievement of a certain preferred rate of return. The performance fee is paid to the General Partner (i.e., Marblegate or an affiliate) as “carried interest.” Please see Item 6 below regarding “carried interest” that Marblegate or an affiliate may receive. The precise amount of, and the manner and calculation of, the carried interest are negotiable and are set forth in the applicable Advisory Client’s governing documents. Marblegate or the General Partner, in their respective sole discretion, may, in effect, waive, reduce or rebate the Management Fee or the Incentive Allocation for certain investors including current employees, former employees and certain current and former related parties and affiliates, including foundations related to such persons. In some cases, investors in Marblegate Funds individually negotiate, pursuant to “side letters”, more favorable fee terms with respect to their investment based upon the liquidity terms of the investment and/or the size of their investment. Fees paid by institutional clients for whom Marblegate manages separate accounts, if any, would be negotiated individually, while those to be paid by investors in Marblegate Funds are generally as described in the applicable offering memorandum, subject to certain side letters. Marblegate maintains an in-house value creation team that specializes in operations that in certain instances will provide operational services to a portfolio company. Marblegate receives fees, either directly or indirectly, for these hourly operational services. Depending on the terms set forth in the offering documents of the relevant Fund, Marblegate will either (i) retain such fees for Marblegate’ s benefit or (ii) such fees will be applied as an offset to such Fund's management fees.

It is critical that investors refer to the relevant Fund’s Documents for a complete understanding of how Marblegate is compensated for its advisory services. Item 5.B

Describe whether you deduct fees from clients’ assets or bill clients for fees incurred. If clients may select either method, disclose this fact. Explain how often you bill clients or deduct your fees. Management Fees and Incentive Allocations are generally deducted from investors’ assets that are invested in the Funds. Investors in hedge fund structured Advisory Clients do not have the ability to choose to be billed directly for fees incurred. It is critical that investors refer to their respective Fund’s Documents for a complete understanding of how fees are deducted from their assets. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund’s Documents.

Item 5.C

Describe any other types of fees or expenses clients may pay in connection with your advisory services, such as custodian fees or mutual fund expenses. Disclose that clients will incur brokerage and other transaction costs, and direct clients to the section(s) of your brochure that discuss brokerage. In addition to the fees paid to Marblegate, each Marblegate Fund will also bear the operating expenses attributable to the activities of such Fund (including each feeder fund’s pro rata share of the expenses of the master fund). To the extent permitted by an Advisory Client’s fund documents, underlying investors bear the costs and expenses associated with the execution of the Advisory Client’s investment strategy and its formation. Accordingly, by investing in an Advisory Client, underlying investors bear the cost of the organization and offering of such Advisory Client and any related feeder funds, master fund(s), aggregating vehicles and other special purpose vehicles, including external legal and accounting expenses and out-of-pocket expenses or disbursements, including, without limitation, expenses related to the sale and marketing of interests of the Funds (including marketing related travel, lodging and meal expenses and expenses incurred in connection with negotiating and entering into Side Letters and most favored nation processes). Additionally, investors also bear all expenses related to an Advisory Client’s operations, and such Advisory Client’s pro-rata share of the expenses relating to the operation of any master fund(s) or other vehicles through which it may directly or indirectly invest, according to the Advisory Client’s applicable Fund Documents. Such expenses generally include but are not limited to: fees, costs and out-of-pocket expenses incurred by the Advisory Clients in connection with updating, offering and distribution of Fund shares or interests, including, without limitation, legal and accounting fees and printing costs (the “Ongoing Expenses”); the costs associated with the ongoing offering and distribution of Fund shares or interests to investors and reporting and providing information to the investors or prospective investors; investment or investment-related expenses incurred in connection with sourcing (including investment-related conferences and attendant costs, including travel, lodging and meals),

researching, diligencing, acquiring, monitoring or disposing of any investments or potential investments of the Advisory Clients, whether or not such investments are consummated, e.g., expenses that Marblegate reasonably determines to be related to the investment of the Funds’ assets, such as legal fees and related expenses incurred in sourcing, diligencing, acquiring and enforcing loans and other investments (including litigation expenses), brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, administrator’s fees, loan and claim servicing fees and expenses, bank service fees and interest expenses; fees and expenses incurred with respect to investment research and due diligence (including travel, lodging and meal expenses), including consultant and appraisal fees and fees for outsourced due diligence providers and expert networks (whether or not such investments are consummated); fees and expenses relating to information technology hardware, software or other technology (including costs of software licensing, implementation, data management and recovery services and custom development) used to facilitate fund accounting, portfolio and trading management functions, research, client management, valuations, evaluation and management of risk, and facilitate compliance with the rules of any self-regulatory organization or applicable law (including reporting obligations); travel expenses (including, where permitted, first and business class travel (and private travel only under exigent circumstances), meals, and lodging); professional fees in respect of consulting, investment banking, lobbying and media/political communications strategy services (in connection with certain portfolio investments) or other similar services; the cost of data and information services (i.e., Reorg Research and the like) and software to the extent used for research relating to the investments; fees and expenses of Fund custodians, sub custodians, transfer agents, registrars, and loan or claim servicers; legal and compliance fees and expenses incurred by or for the account of the Fund(s) other than Ongoing Expenses; fees and expenses of any advisers, consultants and valuation service providers to the Advisory Client and Marblegate; Fund’s registered office fees and expenses; insurance premiums and fees for directors’ and officers’ liability and errors and omissions liability insurance and other key man insurance; internal and external accounting, audit and tax preparation (including K-1s) and tax compliance (including FATCA and CRS) costs and expenses; out-of-pocket costs of reporting to regulatory authorities (if required) and to the investors, and of preparing and providing annual audited and quarterly unaudited financial statements and filing annual tax returns and related statements for the Funds and taxes or governmental, regulatory or filing fees, including but not limited to Form PF, fees and expenses attributable to compliance with AIFMD reporting; any taxes, fees or other governmental charges levied against the Advisory Client or its income or assets or in connection with its business or operations; fees payable to Fund Directors; fees and expenses of officers of the Funds (including any AML officers) and compliance with Cayman AML regulations; litigation or other extraordinary expenses; and costs of dissolving and winding-up the Advisory Client and costs of investors’ and other meetings. In addition, subject to each Fund’s governing documents, if Marblegate or its affiliates receive any compensation in connection with investments, including, without limitation, acquisitions, dispositions, recapitalizations and restructurings, and the provision of financial advisory, investment monitoring, investment management or similar or related services, some or all of such types

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If you charge advisory fees in addition to commissions or markups, disclose whether you reduce your advisory fees to offset the commissions or markups. Not applicable to Marblegate.

If you recommend primarily a particular type of security, explain the material risks involved. If the type of security involves significant or unusual risks, discuss these risks in detail. High-Yield Bank and Bond Debt The Funds invest in bank loans and high-yield investments, including bonds, both senior and subordinated. High-yield investments are generally not exchange-traded and, as a result, these instruments trade in a smaller secondary market than exchange-traded bonds. In addition, the Funds may invest in bonds and bank debt of issuers that do not have publicly-traded equity securities, making it more difficult to hedge the risks associated with such investments. High-yield investments that are below investment grade or unrated face ongoing uncertainties and exposure to adverse business, financial or economic conditions. The market values of certain of these non-investment grade and unrated debt investments tend to reflect individual corporate developments to a greater extent than do higher rated investments, which react primarily to fluctuations in the general level of interest rates and tend to be more sensitive to economic conditions than are higher-rated investments. Companies that issue such investments are often highly leveraged and may not have more traditional methods of financing available to them. It is possible

that a major economic recession could severely disrupt the market for such investments and may have an adverse impact on the value of such investments. In addition, it is possible that any such economic downturn could adversely affect the ability of the issuers of such investments to repay principal and pay interest thereon and increase the incidence of default of such investments. Bank Debt Transactions Special risks associated with investments in bank loans and participations include (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender-liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations, and (iv) limitations on the ability of the holder of the interest affecting the Fund(s) to directly enforce its rights with respect to participations. Successful claims in respect of such matters may reduce the cash flow and/or market value of certain of the Funds’ assets. Where the Funds acquire loan participations, because a participant generally will not have the right to directly enforce compliance by the borrower with the terms the loan agreement, the Funds will be assuming the credit risk of both the borrower and the selling institution which remains the legal owner of record of the loan. The Funds’ investments in bank loans of below investment grade companies also entail specific risks associated with investments in non-investment grade securities. Second Lien Loans The Fund may invest in loans that are secured by a second lien on assets. Second lien loans have been a developed market for a relatively short period of time, and there is limited historical data on the performance of second lien loans in adverse economic circumstances. In addition, second lien loan products are subject to intercreditor arrangements with the holders of first lien indebtedness, pursuant to which the second lien holders have waived many of the rights of a secured creditor, and some rights of unsecured creditors, including rights in bankruptcy which can materially affect recoveries. While there is broad market acceptance of some second lien intercreditor terms, no clear market standard has developed for certain other material intercreditor terms for second lien loan products. This variation in key intercreditor terms may result in dissimilar recoveries across otherwise similarly-situated second lien loans in insolvency or distressed situations. While uncertainty of recovery in an insolvency or distressed situation is inherent in all debt instruments, second lien loan products carry more risks than certain other debt products. The market for many loan products, including second lien loans, has contracted significantly from time to time, which has made virtually all leveraged loan products, particularly second lien loan products, less liquid or illiquid. Many participants periodically ceased underwriting and purchasing certain second lien loan products. There can be no assurance that such periods of illiquidity will not recur with respect to loans, and to second lien loans in particular, and that the depth of the market for second lien loans will not contract in the future. Equitable Subordination

Under common law principles that in some cases form the basis for lender liability claims, if a lender (i) intentionally takes an action that results in the undercapitalization of a borrower or issuer to the detriment of other creditors of such borrower or issuer, (ii) engages in other inequitable conduct to the detriment of such other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, such other creditors or (iv) uses its influence as a stockholder to dominate or control a borrower or issuer to the detriment of other creditors of such borrower or issuer, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors (a remedy called “equitable subordination”). The Fund does not intend to engage in conduct that would form the basis for a successful cause of action based upon the equitable subordination doctrine; however, because of the nature of the debt obligations, the Fund may be subject to claims from creditors of an obligor that debt obligations of such obligor which are held by the issuer should be equitably subordinated. Bridge Loans Some of the Fund’s investments may involve investments in bridge financing. While such financing are outstanding, the Fund will bear the risk of changes in the capital markets that may adversely affect the ability of an underlying portfolio company to refinance any such bridge loans. If the portfolio company were unable to complete a refinancing, the Fund could have a longterm investment in a junior security or that junior security might be converted to equity. Bridge loans are frequently made because, for timing or market reasons, longer-term financing is not available at the time the funds are needed, which is often at the time of the closing of an acquisition. In the past, these commitments were not frequently drawn upon due to the availability of other sources of financing; however, due to market conditions affecting the availability of these other sources of financing (principally high-yield bond transactions), bridge loan commitments have been and may be drawn upon more regularly. Since these commitments were not regularly drawn upon in the past, there is little history for investors to rely upon in evaluating investments in bridge loans. Bridge loans often have shorter maturities. Borrower and lenders typically agree to shorter maturities based on the anticipation that the bridge loans will be replaced with other forms of financing within such shorter time period. However, the source and timing of such replacement financing may be uncertain and can be affected by, among other things, market conditions and the financial condition of the borrower at the maturity date of the bridge. If the borrower is unable to obtain replacement financing and repay the bridge loan at maturity, the terms of the bridge loan may provide for the bridge loan to be converted to a longer-term investment in a junior security or that junior security might be converted to equity. If bridge loans are not repaid (or cannot be disposed of on favorable terms) on the dates projected by Marblegate, there may be an adverse effect upon the ability of Marblegate to manage the assets of the Funds in accordance with its models and projections or an adverse effect upon the Funds’ performance and ability to make distributions. Non-Investment Grade Securities and Convertible Securities

Because the Funds may invest in convertible securities and other fixed-income securities that are rated in the non-investment grade categories by the various credit rating agencies or are not rated, Marblegate must take into account the special nature of such securities and certain special considerations in assessing the risks associated with such investments. Securities in the non-investment grade and non-rated categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with non-investment grade and non-rated securities, the yields and prices of such securities may be more volatile than those for higher-rated securities. The market for non-investment grade and non-rated securities is thinner, often less liquid, and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold and may even make it impractical to sell such securities. The limited liquidity of the market may also adversely affect the ability of the relevant calculating party to arrive at a fair value for certain non-investment grade and non-rated securities at certain times and could make it difficult for the Funds to sell or dispose of certain securities. It should be recognized that an economic downturn or increase in interest rates is likely to have a negative effect on the value of non-investment grade securities held by the Funds as well as on the ability of the securities’ issuers, especially highly leveraged issuers, to service principal and interest payment obligations to meet their projected business goals or to obtain additional financing. Moreover, the prices of such non-investment grade securities have been found to be more sensitive to changes in prevailing interest rates than higher-rated investments. If the issuer of a fixed-income security held by the Funds defaults, additional expenses to seek recovery may be incurred and the possibility of any recovery can be subject to the expense and uncertainty of insolvency proceedings. Rating Agencies Ratings assigned by Moody’s and/or S&P and/or Fitch and/or any other nationally recognized rating agency to financial instruments acquired by the Funds reflect only the views of those agencies. Explanations of the significance of ratings should be obtained from Moody’s, S&P and Fitch or any other nationally recognized rating agency. No assurance can be given that ratings assigned will not be withdrawn or revised downward if, in the view of Moody’s, S&P Fitch, or any other nationally recognized rating agency if circumstances so warrant. Such ratings are relative and subjective; they are not absolute standards of quality and do not evaluate the market value risk of such financial instruments. Such ratings also do not reflect macroeconomic or systemic risk, including the risk of increased illiquidity in the credit markets. Further, credit ratings may change over time due to various factors, including changes in the creditworthiness of the issuer and/or changes in the rating agency’s analytics and processes. It is possible that a rating agency might not change its rating of a particular issue on a timely basis to reflect subsequent events and, as a result, outstanding ratings may not reflect the issuer’s current credit standing. Advisory Clients may incur losses if it makes investments

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Describe the types of clients to whom you generally provide investment advice, such as individuals, trusts, investment companies, or pension plans. If you have any requirements for opening or maintaining an account, such as a minimum account size, disclose the requirements. Marblegate provides investment advisory services to pooled investment vehicles operating as private investment funds including institutional Advisory Clients with a single limited partner. Each Investor in the Funds must meet certain eligibility requirements outlined in the Fund Documents. The minimum initial investment for each Marblegate Fund is $5,000,000 and the minimum additional contribution is $1,000,000. These minimums are typically subject to waiver at the discretion of the General Partner, Marblegate, or in conjunction with the applicable Fund board of directors. With respect to coinvestment private funds, requirements for opening such accounts are individually negotiated on a caseby-case basis depending upon the capital invested, liquidity and agreed upon fees.

ITEM 8 – METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS Item 8.A

Describe the methods of analysis and investment strategies you use in formulating investment advice or managing assets. Explain that investing in securities involves risk of loss that clients should be prepared to bear. As described in Item 4.B above, the Funds’ investment objective is to achieve superior risk-adjusted returns through opportunistic investments across the credit spectrum and other financial instruments. The Funds’ investment strategy focuses on using fundamental investment analysis and disciplined trading to achieve investment results. By applying its substantial experience in valuation and analyzing capital structure, restructuring, financial performance and underlying industry dynamics, Marblegate expects to identify mispriced investment opportunities that can result from a variety of events including liquidity crises, restructurings, mergers, spin-offs, leveraged buy-outs or credit rating changes. The Funds generally invest in various financial instruments and securities across the credit spectrum including bank debt, second lien instruments, high yield public and private unsecured corporate debt, bankruptcy claims, trade claims, receivable claims (including employee retention credit claims), claims arising from litigation, asset-backed securities, mortgages, credit default swaps and other derivative instruments, direct capital investments and other privately or publicly held instruments or claims. The investments of the Funds will include securities of companies undergoing restructurings, including those which have filed for bankruptcy protection. The Funds may also invest in publicly traded or privately held equity securities either as a consequence of a corporate restructuring or in instances that such investment falls within its general investment strategy. The Funds may also act as a lender to distressed companies through syndicated or bilateral credit facilities, including “rescue financings,” debtor-in-possession loans or other postpetition financings. The Funds may invest in various index products either outright or as a hedge to the portfolio. The Fund may also invest in eventoriented and other distressed special credit and asset situations. Marblegate’s investment style is opportunistic and not focused on any particular industry or sector. Marblegate believes that investment opportunities result from a variety of corporate events or technical factors that give rise to mispriced loans and securities trading at a discount to their intrinsic value. Marblegate will also focus on overlooked assets either within larger corporate capital structures or assets that have been mispriced or ignored by other market participants. Marblegate also intends to invest in unique or oneoff situations that may arise from market dislocations, liquidity gaps, information inefficiency, rating agency changes, accounting changes or institutional investor constraints. Marblegate may, where permitted by the applicable Fund Documents, take short positions in securities that it believes to be overvalued relative to other parts of a given capital structure or other securities of similarly situated enterprises. Also, where appropriate, Marblegate expects to engage company management to influence the maturation of its investment thesis by joining ad hoc committees and the like.

The descriptions set forth in this brochure of specific advisory services and investment strategies that Marblegate offers to Advisory Clients, should not be understood to limit in any way Marblegate’s investment activities. Each of the Funds has broad and flexible investment authority. The Funds may have other strategies or engage in other activities than those described herein. It is critical that investors refer to the relevant Fund’s Documents for a complete understanding of that Fund’s investment objective and strategy. The information contained in this Item 8 is a summary only and is qualified in its entirety by the relevant Fund’s Documents. An investment in the Funds may be deemed speculative and is not intended as a complete investment program. The Funds are designed only for experienced and sophisticated persons who are able to bear the risk of substantial impairment or total loss of their investment in the Funds. Item 8.B

For each significant investment strategy or method of analysis you use, explain the material risks involved. If the method of analysis or strategy involves significant or unusual risks, discuss these risks in detail. If your primary strategy involves frequent trading of securities, explain how frequent trading can affect investment performance, particularly through increased brokerage and other transaction costs and taxes. General Credit Risks The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Funds cannot guarantee the adequacy of the protection of their interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Funds cannot assure that claims may not be asserted that might interfere with enforcement of the rights of the holder(s) of the relevant debt. In the event of a foreclosure, the liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Funds. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. The Funds may not have the right to proceed directly against obligors on the Funds’ interests. Debt and Secondary Mortgage Market Conditions Many factors affect the appeal and availability of investments in the securities that are the focus of the Funds. General economic conditions may affect the Funds’ activities. Interest rates and general levels of economic activity may affect the value and number of investments made or considered for prospective investment by the Funds. In addition, certain events in the fixed income markets may cause significant dislocations, illiquidity and volatility in the structured credit, leveraged loan and high-yield bond markets, as well as in the wider global financial markets. To the extent that issuers of the Funds’ investments participate in such markets, the results of their operations

may suffer. In addition, to the extent that such events were to occur, this may have an adverse impact on the availability of credit to businesses generally and could lead to an overall weakening of the U.S. and global economies. Any resulting economic downturn could adversely affect the financial resources of the Funds’ investments (in particular those investments that provide credit to third parties or that otherwise participate in the credit markets) and their ability to make principal and interest payments on, or refinance, outstanding debt when due. In the event of such defaults, the Funds could lose both invested capital in, and anticipated profits from, the affected portfolio holdings. Such market events may cause a decrease in the availability of financing (and an increase in the interest cost) for leveraged transactions, which may impair the Funds’ ability to consummate certain transactions or cause the Funds to enter into such transactions on less attractive terms. Leverage and Financing Risk Although the Funds historically have generally not used leverage, other than a subscription line for certain of the closed-end drawdown funds, in the future, the Funds may leverage their capital. The amount of borrowings that the Funds may have outstanding at any time may be relatively large in relation to its capital. Any event that adversely affects the value of an investment by the Funds would be magnified to the extent the Funds are leveraged. The cumulative effect of the use of leverage by the Funds in a market that moves adversely to the Funds’ investments could result in a substantial loss to the Funds that would be greater than if the Funds were not leveraged. The Funds’ investments may include the securities of companies whose capital structures may have significant leverage. Such investments are inherently more sensitive than others to declines in revenues and to increases in expenses and interest rates. The leveraged capital structure of such investments will increase the exposure of such companies to adverse economic factors such as downturns in the economy or deterioration in the condition of the company or its industry. Additionally, the securities acquired by the Funds may be the most junior in what may be a complex capital structure, and thus subject to the greatest risk of loss. Counterparty Credit Risk Many of the markets in which the Funds effect transactions are “over-thecounter” or “interdealer” markets. The participants in such markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent the Funds invest in swaps, derivative or synthetic instruments, or other over-the-counter transactions in these markets, the Funds may take a credit risk with regard to parties with whom they trade and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions which generally are backed by clearing organization guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Funds to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not in good faith) or because of a

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If you or any of your supervised persons accepts performance-based fees – that is, fees based on a share of capital gains on or capital appreciation of the assets of a client (such as a client that is a hedge fund or other pooled investment vehicle) – disclose this fact. If you or any of your supervised persons manage both accounts that are charged a performance-based fee and accounts that are charged another type of fee, such as an hourly or flat fee or an asset-based fee, disclose this fact. Explain the conflicts of interest that you or your supervised persons face by managing these accounts at the same time, including that you or your supervised persons have an incentive to favor accounts for which you or your supervised persons receive a performance-based fee, and describe generally how you address these conflicts. As noted in Item 5.A above, Marblegate or the General Partner receives performance-based compensation in the form of the Incentive Allocation which includes performance fees, incentive allocation, and carried interest. While each Fund managed by Marblegate typically pays performancebased compensation through the Incentive Allocation, it should be noted that the General Partner does not charge an Incentive Allocation with respect to current and former members, employees, and affiliates of either Marblegate or the General Partner that invest in the Marblegate Funds. The possibility that Marblegate or the General Partner may receive performance-based compensation through the Incentive Allocation creates a potential conflict of interest in that it may create an incentive to make investments that are riskier or more speculative than in the absence of such a performancebased fee or distribution. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Fund and the risks associated with such performance-based compensation prior to making an investment. Similarly, if different Advisory Clients have investors with different high water marks or preferred return thresholds for purposes of calculating incentive allocations, Marblegate could have an interest in favoring the Advisory Clients that are most likely to pay performance-based compensation. Finally, performance-based compensation is based in part on unrealized gains and losses, so Marblegate may have an incentive to inflate the value of client assets through fair valuation determinations. Despite the presence of these conflicts of interest, Marblegate seeks to act fairly when allocating investment opportunities and valuing client assets. Marblegate has adopted written policies and procedures that are designed to ensure fair allocations and valuations over time. Current and prospective clients and investors are invited to discuss our allocation and valuation policies and procedures with us.

If you recommend or select other investment advisers for your clients and you receive compensation directly or indirectly from those advisers that creates a material conflict of interest, or if you have other business relationships with those advisers that create a material conflict of interest, describe these practices and discuss the material conflicts of interest these practices create and how you address them. Not applicable to Marblegate.

ITEM 11 – CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Item 11.A

If you are an SEC-registered adviser, briefly describe your code of ethics adopted pursuant to SEC rule 204A-1 or similar state rules. Explain that you will provide a copy of your code of ethics to any client or prospective client upon request. Marblegate’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”). The Code applies to Marblegate’s access persons (which term includes all employees of Marblegate) (the “Access Persons”) and sets forth a standard of business conduct that takes into account Marblegate’s status as a fiduciary and requires Access Persons to place the interests of Advisory Clients and investors above their own interests. The Code requires Access Persons to comply with applicable federal securities laws, and prohibits Marblegate personnel from engaging in any act, practice or course of business that is fraudulent, deceptive or manipulative. Marblegate employees have an obligation of loyalty towards Marblegate and may not use their professional position directly or indirectly for personal purposes by taking unfair advantage of any confidential or inside information or by profiting in any other way from their professional position. Marblegate employees must avoid any personal conflict of interest with Marblegate or its Advisory Clients and must promptly report any situation that may involve a conflict of interest to the Chief Compliance Officer. All employees are required to complete a “Conflicts of Interest Questionnaire” following their initial hire date and on an annual basis thereafter. Further, Access Persons are required to promptly bring violations of the Code to the attention of Marblegate’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code on at least an annual basis. Marblegate has designed and implemented policies in order to comply with the requirements of federal securities laws with respect to insider trading,

including, among other things, controlling and monitoring the flow of material nonpublic information and preventing trading on the basis of material nonpublic information in violation of the law. As required by Rule 204A-1 of the Advisers Act, and as further discussed in Item 11.C below, the Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by Access Persons. Access Persons must pre-clear all transactions in reportable securities (which include single-name corporate debt or equity securities, ETFs and private offerings, but not open-ended mutual funds, money market instruments or U.S Treasury Securities). Access Persons must also provide the Chief Compliance Officer with a list of their personal accounts and an initial holdings report within 10 days of becoming an Access Person. In addition, Access Persons must provide annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1. Further, Marblegate’s Code of Ethics ensures the protection of nonpublic information about the activities of the Funds. Investors or prospective investors may obtain a copy of Marblegate’s Code of Ethics by contacting the Chief Compliance Officer, Denise Wildes at (203) 413-6940 or email at denise@marblegate.com. Item 11.B

If you or a related person recommends to clients, or buys or sells for client accounts, securities in which you or a related person has a material financial interest, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Examples: (1) You or a related person, as principal, buys securities from (or sells securities to) your clients; (2) you or a related person acts as general partner in a partnership in which you solicit client investments; or (3) you or a related person acts as an investment adviser to an investment company that you recommend to clients. As described above, Marblegate serves as the investment manager of the Funds and an affiliate serves as the General Partner. Marblegate or an affiliate recommends interests in the Marblegate Funds to prospective investors. As noted in Item 5 above, Marblegate does not charge a Management Fee or Incentive Allocation to investors in the Marblegate Funds that are or were members, employees, or affiliates of Marblegate or the General Partner. The fact that Marblegate, the General Partner and certain Access Persons each have financial ownership interests in the Marblegate Funds creates a potential conflict in that it could cause Marblegate to make different investment decisions than if such parties did not have such financial ownership interests. In particular, the Partners II Funds follow an investment program similar to that of the Special Opportunities Master Fund. Accordingly, Marblegate may be (and from time to time likely will be) in a position where it will have to allocate limited investment opportunities among the Partners II Funds and certain other Funds managed by Marblegate or its affiliates that may have overlapping investment programs (including the Tactical II Funds, the Tactical III Funds, the Strategic Fund, the Cobblestone Fund, and the Partners II Overflow Funds). Marblegate Advisory Clients may have investment

objectives, programs, strategies and positions that are similar to, or may conflict with, other Advisory Clients or may compete with, or have interests adverse to, each other Advisory Client. Such conflicts could affect the prices and availability of financial instruments in which Advisory Clients invest. Even if Advisory Clients have investment objectives, programs or strategies that are similar, Marblegate may give advice or take action with respect to the investments held by, and transactions of, other Advisory Clients that may differ from the advice given or the timing or nature of any action taken with respect to the investments held by, and transactions of, other Advisory Clients for a variety of reasons, including differences between the regulatory treatment, tax treatment and capital flows of each Advisory Client. As a result, the Special Opportunities Master Fund and other clients may have substantially different portfolios and investment returns. For example, such other clients may have different or additional investment terms than the Special Opportunities Master Fund, such as different fees, information rights and liquidity rights (including the right to wind down and terminate the client account under certain circumstances). In some cases, additional information may affect an investor’s decision to invest additional capital in, to remain invested in, to withdraw or redeem from or to terminate a client account. Any such withdrawals, redemptions or terminations could cause one Advisory Client to liquidate its positions ahead of other Advisory Clients, which may have a material adverse effect on the Special Opportunities Master Fund or other clients and the investors and investments therein. Similarly, to the extent that a Fund establishes classes of shares with different liquidity rights, certain investors may be able to act on information before any investor that has less frequent liquidity rights. Marblegate addresses these potential conflicts through regular monitoring of the Funds’ portfolios for consistency with the Funds’ objectives, strategies, and target capacity. Further, Marblegate carefully considers the risks involved in any investments and provides extensive disclosure to investors regarding the potential risks that come with an investment in the Funds. The Code requires Access Persons to place the interests of Advisory Clients and investors over their own or those of Marblegate, and all Access Persons are required to acknowledge their receipt and understanding of the Code. Also, as noted in Item 11.A. and 11.C, Access Persons are subject to certain personal securities transaction pre-clearance and holding requirements to ensure all Access Persons place the interests of the Advisory Clients above their own. Marblegate does not engage in any principal transactions. Generally, Marblegate does not engage in cross transactions (where one Advisory Client purchases a security from another Advisory Client that is selling the same security). However, subject to the applicable terms of an Advisory Client’s Fund Documents, Marblegate is permitted to engage in, and on occasion has engaged in, cross transactions for liquidity, portfolio rebalancing or other reasons. If Marblegate determines to effect a cross transaction between Advisory Clients, Marblegate has adopted policies and procedures, including, among other things, that such transactions be executed at current market prices and be in the best interests of both Advisory Clients, to ensure that each Advisory Client is treated in a fair and equitable manner. Neither the Adviser nor any of its affiliates receive special fees or other compensation in connection with any “cross” transactions.

Potential conflicts of interest may also exist as a result of contemporaneous trading for different Advisory Clients. Marblegate has adopted specific guidelines and policies in connection with the allocation of trades. When a transaction is suitable for more than one Advisory Client, it is Marblegate’s policy to allocate purchase and sale opportunities on a fair, equitable and consistent basis. Marblegate may determine that a given Advisory Client may not receive an allocation of a purchase and/or sale opportunity even if such opportunity is suitable for such Advisory Client for a variety of reasons, including the determination that the amount of an opportunity that would otherwise be allocated to such Advisory Client would not result in a meaningful impact on the performance of such Advisory Client. However, a trade allocation will not be made in order to unfairly favor any one Advisory Client at the expense of any other Advisory client. In general, where an investment opportunity is suitable for two or more Advisory Clients, the opportunity will be allocated among the applicable Advisory Clients pro rata as determined by Marblegate (e.g., according to each Advisory Client’s net asset value or net asset value and uncommitted capital). However, there are a variety of circumstances in which a pro rata allocation may not be appropriate or practical, such as when there is an inadequate supply of the security to satisfy the demand of all Advisory Clients, or the security cannot be broken up or subdivided into small enough lots to allocate to each Advisory Client. In those circumstances, a rotational approach or an allocation based upon one or more of the following factors may be appropriate: (i) investment objectives and constraints of each Fund; (ii) number of positions and position limits; (iii) industry/sector exposures; (iv) concentration limits; (v) liquidity requirements and (vi) tax considerations. In addition, non pro rata allocations may also be appropriate in circumstances in which (a) one or more accounts is ramping up, while another is fully invested, (b) one or more accounts is winding down or liquidating, or (c) there is a differential in available capital to invest among the relevant accounts on the date of the proposed investment as a result of inflows or outflows of capital experienced by an Advisory Client. Marblegate maintains an allocation policy which currently provides that investment opportunities will generally be allocated among Advisory Clients for which participation in the respective opportunity is considered appropriate pro rata based on net asset value or available capital, but also subject to the following other considerations: (i) gross and net exposure; (ii) number of positions and positions limits; (iii) risk parameters; (iv) leverage parameters; (v) volatility objections; (vi) rate of return objections; (vii) total capitalization; (viii) the liquidity requirements and cash availability of an Advisory Client account; (ix) potentially adverse tax consequences; and (x) regulatory restrictions that would or could limit a client’s ability to participate in a proposed investment (collectively, the “Allocation Factors”). In assessing the appropriate allocation ratios, Marblegate may utilize factors it considers appropriate and may concurrently utilize different factors for the various clients and vary its approach by investment. In particular, when an Advisory Client is ramping up its investment or trading strategies, it may receive larger allocations of certain financial instruments or other investment opportunities than other clients in order to obtain its desired risk and portfolio size, and,

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If you or a related person recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that you or a related person buys or sells the same securities for your own (or the related person's own) account, describe your practice and discuss the conflicts of interest it presents. Describe generally how you address conflicts that arise. Please refer to Items 11.A, 11.B, and 11.C.

ITEM 12 – BROKERAGE PRACTICES Item 12.A.1

Describe the factors that you consider in selecting or recommending broker-dealers for client transactions and determining the reasonableness of their compensation (e.g., commissions). 1.

Research and Other Soft Dollar Benefits. If you receive research or other products or services other than execution from a broker-dealer or a third party in connection with client securities transactions (“soft dollar benefits”), disclose your practices and discuss the conflicts of interest they create. a.

Explain that when you use client brokerage commissions (or markups or markdowns) to obtain research or other products or services, you receive a benefit because you do not have to produce or pay for the research, products or services.

b.

Disclose that you may have an incentive to select or recommend a broker-dealer based on your interest in receiving the research or other products or services, rather than on your clients’ interest in receiving most favorable execution.

c.

If you may cause clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), disclose this fact.

d.

Disclose whether you use soft dollar benefits to service all of your clients’ accounts or only those that paid for the benefits. Disclose whether you seek to allocate soft dollar

benefits to client accounts proportionately to the soft dollar credits the accounts generate. e.

Describe the types of products and services you or any of your related persons acquired with client brokerage commissions (or markups or markdowns) within your last fiscal year.

f.

Explain the procedures you used during your last fiscal year to direct client transactions to a particular brokerdealer in return for soft dollar benefits you received.

Marblegate recognizes its duty to obtain “best execution” for its Advisory Clients. In selecting the broker-dealers to execute transactions, Marblegate will select brokers on the basis of best execution based on a consideration of a variety of factors, including: the broker’s ability to achieve prompt and reliable executions at favorable prices, the broker’s trading expertise, reputation, integrity, stability, operational efficiency, willingness to commit capital and access to a particular trading market. Accordingly, the commission rates (or dealer markups and markdowns arising in connection with riskless principal transactions) charged to the Funds by brokers in the foregoing circumstances may be higher than those charged by other brokers who may not offer such services, and Marblegate may pay a broker a commission in excess of that which another broker might have charged for effectuating the same transaction in recognition of the value of the brokerage and the provision of related services provided by the broker (i.e., research services and publications). Soft dollar arrangements may present a conflict of interest because such arrangements allow Marblegate to effectively use Advisory Client assets to pay for research that Marblegate might be able to generate internally or would otherwise have to purchase. This conflict of interest could motivate Marblegate to allocate trades to research providers, even if those providers were not offering the best available execution. Marblegate does not currently have any formal soft dollar arrangements with respect to transactions for the Funds. However, from time to time, Marblegate may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transactions) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The use of "soft dollars", if any, generated by any of the Funds to pay for research and research-related products or services, if any, will fall within the safe harbor created by Section 28(e) of the Exchange Act, and will be subject to prevailing interpretations of Section 28(e) by the SEC. Marblegate will not attempt to put a specific dollar value on the services rendered or to allocate costs of those services among the Funds, believing that the research received will, in the aggregate, assist Marblegate in fulfilling its overall duty to the Funds. However, each and every research service may not be used to service each and every Fund and account managed by Marblegate or its affiliates.

From time to time, Marblegate receives proprietary research from trading counterparties. However, the receipt of this research is not a factor in Marblegate’s best execution analyses. Marblegate believes that the proprietary research that it may receive is widely distributed among financial services firms, is not provided contingent upon any specific volume of trading and does not impact the trading costs borne by Advisory Clients. Marblegate will periodically review the execution performance of brokerdealers executing its clients' transactions to evaluate the execution quality we have obtained on behalf of our clients, and, if applicable, make a good faith determination that the value of research and brokerage services received is reasonable in relation to the amount of commissions paid. Such reviews will generally be conducted quarterly and will be documented. The reviews will be conducted by the Funds’ portfolio manager(s), trader, and Chief Compliance Officer. Item 12.A.2

Brokerage for Client Referrals. If you consider, in selecting or recommending broker-dealers, whether you or a related person receives client referrals from a broker-dealer or third party, disclose this practice and discuss the conflicts of interest it creates. a.

Disclose that you may have an incentive to select or recommend a broker-dealer based on your interest in receiving client referrals, rather than on your clients’ interest in receiving most favorable execution.

b.

Explain the procedures you used during your last fiscal year to direct client transactions to a particular broker-dealer in return for client referrals.

Marblegate may place transactions with a broker or dealer that (i) provides Marblegate with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to the Funds. Marblegate recognizes that it may have an incentive to favor broker-dealers that provide capital introduction services to Marblegate or refer investors. Marblegate receives asset-based fees and accordingly would receive a financial benefit from the increase in assets under management that result from capital introduction services and investor referrals. Similarly, Marblegate receives performance-based compensation and accordingly could receive a larger performance-based fee in any given profit period as a result of an increase in assets under management that results from capital introduction services and investor referrals. The potential for higher fees presents a potential conflict in that Marblegate has an incentive to favor broker-dealers that provide services that have a direct impact on fees even if those brokerdealers rate unfavorably in other categories that are part of Marblegate’s best execution analysis. Marblegate addresses this potential conflict through its thorough best execution review process (as described above), which requires that key Marblegate individuals look at a broker-dealer’s performance in a wide variety of categories. Such reviews allow Marblegate to determine when broker-dealers that outperform in capital introduction and investor referrals underperform in other areas. In such situations, Marblegate may provide heightened scrutiny to a relationship with a broker-dealer.

As noted above, the Chief Compliance Officer will periodically meet with the Funds’ portfolio managers to discuss and evaluate the services provided by brokers in relation to the commissions that the Funds pay such brokers. Item 12.A.3

Directed Brokerage. a.

If you routinely recommend, request or require that a client direct you to execute transactions through a specified brokerdealer, describe your practice or policy. Explain that not all advisers require their clients to direct brokerage. If you and the broker-dealer are affiliates or have another economic relationship that creates a material conflict of interest, describe the relationship and discuss the conflicts of interest it presents. Explain that by directing brokerage you may be unable to achieve most favorable execution of client transactions, and that this practice may cost clients more money.

b.

If you permit a client to direct brokerage, describe your practice. If applicable, explain that you may be unable to achieve most favorable execution of client transactions. Explain that directing brokerage may cost clients more money. For example, in a directed brokerage account, the client may pay higher brokerage commissions because you may not be able to aggregate orders to reduce transaction costs, or the client may receive less favorable prices.

Not applicable to Marblegate.

Discuss whether and under what conditions you aggregate the purchase or sale of securities for various client accounts. If you do not aggregate orders when you have the opportunity to do so, explain your practice and describe the costs to clients of not aggregating. Marblegate may, but is not required to, aggregate client orders in order to achieve more efficient execution and better pricing or to provide for equitable treatment among accounts. When an aggregated order is filled in its entirety, each Fund participates at the average price for the aggregated order with the transaction costs being shared pro rata based on each Fund’s participation in the aggregated order. In the event that an aggregated order is not completely filled, the portfolio manager will allocate the partially filled order on a fair and consistent basis. Marblegate will generally allocate aggregated orders to participating accounts on a pro-rata basis; however, as noted above, aggregated orders may be allocated among participating accounts other than pro-rata if a given security meets additional investment criteria with respect to a participating account or for other reasons including, without limitation, in order to avoid odd lots or de minimis allocations, tax consequences with respect to a given account or liquidity concerns (e.g. anticipated inflows and/or outflows of capital with respect to a given account). When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Marblegate. As a result, certain trades in the same financial instrument for one Advisory Client (including an account in which Marblegate and its personnel may have a direct or indirect

interest) may receive more or less favorable prices or terms than another Advisory Client, and orders placed later may not be filled entirely or at all, based upon the prevailing market prices at the time of the order or trade. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Marblegate has adopted specific guidelines and policies in connection with the allocation of aggregated orders on behalf of its Advisory Clients’ accounts, consistent with Section 206 of the Advisers Act, and the rules and regulations promulgated thereunder. In the event a “trade error" (as defined in Item 13.A) occurs as a result of gross negligence, willful misconduct, or fraud, trade errors are to be (i) corrected as soon as practicable, in a manner such that the Client incurs no loss and (ii) promptly reported to the Chief Compliance Officer. Trade errors that result other than by breach of the standard of care stated above will be borne by the Funds.

ITEM 13 – REVIEW OF ACCOUNTS Item 13.A

Indicate whether you periodically review client accounts or financial plans. If you do, describe the frequency and nature of the review, and the titles of the supervised persons who conduct the review. The Funds’ portfolios are under continuous review and their performance is analyzed on a daily basis. Marblegate’s Chief Financial Officer, in conjunction with internal and outside counsel, is responsible for ensuring the accuracy of trade confirmations and related documents. Trades are maintained via a portfolio system which tracks positions holdings and monthly profit and loss by position. Daily position reports are created and distributed to the Funds’ Portfolio Managers, Paul Arrouet and Andrew Milgram. The Portfolio Managers review the reports for internal portfolio management and risk management purposes. Further, the Portfolio Managers, in conjunction with the Chief Compliance Officer, periodically review the firm’s trading and current practices to ensure consistency with applicable law and regulations. A “trade error” is generally considered to include transactions that violate an account’s investment guidelines or restrictions; transactions that violate applicable laws and regulations; purchasing or selling the wrong securities or wrong amount of securities for an account; purchasing or selling securities for the wrong amount; or allocating securities to the wrong account. Depending on the relevant facts and circumstances, other events might also be considered trade errors. Marblegate seeks to detect trade errors prior to settlement and to correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a third party, such as a broker, Marblegate will seek to recover any losses associated with the error from that third party. However, there is no guarantee that Marblegate will be able to do so. In the event that a Fund incurs a trade error solely as a result of Marblegate’s dishonesty or bad faith, gross negligence, or willful misconduct, such error will be corrected by Marblegate as soon as practicable and in a manner such that the Fund incurs no loss. Trade errors that result from reasons other than

by breach of the standard of care stated in the previous sentence will be borne by the relevant Advisory Client. Marblegate has a conflict of interest in determining whether an error has occurred or was caused as a result of bad faith, gross negligence, or willful misconduct. Gains associated with any trade error shall be retained by the affected Advisory Client(s). Marblegate will generally not net gains and losses associated with multiple errors related to separate investment decisions, but gains and losses stemming from an interrelated set of errors may generally be netted. Marblegate will not use soft dollars or commitments of future brokerage business to compensate any broker-dealer for absorbing the cost of a trade error. Item 13.B

If you review client accounts on other than a periodic basis, describe the factors that trigger a review. Please see Item 13.A. The accounts are under continuous review.

If you or a related person directly or indirectly compensates any person who is not your supervised person for client referrals, describe the arrangement and the compensation. As of the date of this filing, Marblegate has retained certain placement agents to solicit prospective investors for Partners III Funds, and such placement agents are entitled to receive compensation for their services. Such compensation is paid by the management company and not the Funds, and is disclosed to investors in the Funds’ Offering Documents delivered to investors. Marblegate may in the future engage and compensate placement agents to solicit prospective investors for other Funds. All such compensation will be fully disclosed to each client consistent with applicable law. These arrangements do not result in an investor paying any fees to Marblegate in excess of those that would be charged by Marblegate in the absence of the services by any placement agent.

A self-regulatory organization (SRO) proceeding in which your firm or a management person 1.

was found to have caused an investment-related business to lose its authorization to do business; or

2.

was found to have been involved in a violation of the SRO’s rules and was: (i) barred or suspended from membership or from association with other members, or was expelled from membership; (ii) otherwise significantly limited from investment-related activities; or (iii) fined more than $2,500.

Not applicable to Marblegate.

ITEM 10 – OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Item 10.A

If you or any of your management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer, disclose this fact. Not applicable to Marblegate.

Item 10.B

If you or any of your management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities, disclose this fact. Not applicable to Marblegate.

Item 10.C

Describe any relationship or arrangement that is material to your advisory business or to your clients that you or any of your management persons have with any related person listed below. Identify the related person and if the relationship or arrangement creates a material conflict of interest with clients, describe the nature of the conflict and how you address it. 1. 2.

3. 4. 5. 6. 7. 8. 9. 10. 11.

broker-dealer, municipal securities dealer, or government securities dealer or broker investment company or other pooled investment vehicle (including a mutual fund, closed-end investment company, unit investment trust, private investment company or “hedge fund,” and offshore fund) other investment adviser or financial planner futures commission merchant, commodity pool operator, or commodity trading advisor banking or thrift institution accountant or accounting firm lawyer or law firm insurance company or agency pension consultant real estate broker or dealer sponsor or syndicator of limited partnerships

Affiliated General Partner As described in Item 4.A, above, the General Partner serves as the general partner of various Marblegate Funds and has absolute legal authority for such entities. The General Partner also typically invests directly in the Marblegate Funds and employees of Marblegate may invest directly in the Marblegate Funds. It should be noted that investments made by such parties generally are not subject to the Management Fee and Incentive Allocation described in Item 5, above.

Board of Advisors Marblegate has a five-person Board of Advisors (“Advisory Board”) which advises on overall management issues such as operational and strategic planning initiatives. The Advisory Board is comprised of Andrew Milgram, Paul Arrouet, Henry Miller, and three outside individuals, Gregory L. Segall, Wallace Mathias David and Harvey Golub (who is also an investor in certain Marblegate Funds). Marblegate pays the outside members a fee for their services. The Advisory Board does not advise on specific investments or Marblegate’s investment decision-making process. The outside members have executed agreements whereby they have agreed to keep confidential any information they may learn while serving on the Advisory Board. In addition, Marblegate does not share material non-public information it may have regarding its clients’ investments or potential investments with the outside members of the Advisory Board. Service Providers Conflicts of interest may arise from the fact that any service provider or any affiliate of a service provider may provide services to, or have business, financial, personal or other relations with (i) other private funds with investment programs similar to that of Advisory Clients or (ii) Marblegate or any of its affiliates. Any service provider or any affiliate of a service provider may be an investor in a Fund, a source of investment opportunities or a coinvestor or commercial counterparty or entity in which Marblegate has an investment. It is customary for a service provider to charge different rates or have different terms for different types of services. Based on the types of services used by Marblegate and its affiliates as compared to the types of services used by the Funds and the terms of such services, a service provider may enter into an arrangement with Marblegate or its affiliates that provides for more favorable rates or terms than an arrangement with the Funds. Additionally, from time to time, certain employees of Marblegate may have personal investments in service providers utilized by Marblegate and/or the Funds. Service providers are engaged based on the quality of service provided for the cost paid. Therefore, the rates and terms are no less favorable than the rates and terms offered by similar independent service providers in the applicable market. Currently, Marblegate does not have any relationships or arrangements that are material to its advisory business or to its clients with related persons that are service providers or industry participants. Outside Boards From time to time, employees of Marblegate, on behalf of the firm or an Advisory Client, serve on a portfolio company’s board of directors or otherwise act to influence the management of portfolio companies. Strategic Relationship As noted above in Item 4.A, Marblegate entered into a Strategic Relationship Agreement and Services Agreement with Versa pursuant to which Marblegate (i) serves as non-discretionary Sub-Advisor with respect to the remaining portfolios of certain Versa Funds, and (ii) is providing certain back-office

support and administrative services to Versa and the Versa Funds. Gregory Segall, who is a member of Marblegate’s Board of Advisors, is the principal owner and controls Versa Capital Management, L.P., the registered investment adviser to the Versa Funds. Marblegate is not aware of any conflicts of interest arising from its sub-advisory work relating to the remaining assets in the portfolios of the Versa Funds.

Describe the content and indicate the frequency of regular reports you provide to clients regarding their accounts. State whether these reports are written. Generally, investors in the Special Opportunities Master Fund, the Strategic Opportunities Fund, and the Cobblestone Fund receive monthly written, unaudited, net asset value reports and a monthly report containing, among other things, portfolio attribution, composition, and performance information; investors in the Partners I Funds, the Partners II Funds, the Partners II Overflow Funds, the Partners III Overflow Funds and the Partners III Funds receive quarterly written, unaudited, net asset value reports and a quarterly report containing, among other things, portfolio attribution, composition, and performance information. In addition, investors in the Funds will receive annual audited financial statements.

ITEM 14 – CLIENT REFERRALS AND OTHER COMPENSATION Item 14.A

If someone who is not a client provides an economic benefit to you for providing investment advice or other advisory services to your clients, generally describe the arrangement, explain the conflicts of interest, and describe how you address the conflicts of interest. For purposes of this Item, economic benefits include any sales awards or other prizes. Not applicable to Marblegate.

If you have custody of client funds or securities and a qualified custodian sends quarterly, or more frequent, account statements directly to your clients, explain that clients will receive account statements from the broker-dealer, bank or other qualified custodian and that clients should carefully review those statements. If your clients also receive account statements from you, your explanation must include a statement urging clients to compare the account statements they receive from the qualified custodian with those they receive from you. Marblegate and the General Partner are deemed to have custody of the Funds’ assets by virtue of their respective status as investment manager and general partner. Marblegate and the General Partner maintain cash and securities of the Funds in accounts with “qualified custodians” pursuant to Rule 206(4)-2 under the Advisers Act. Certain Advisory Client assets, such as bank debt and trade claims, may not be reflected on the books and records of our Advisory Clients’ qualified custodians. To ensure compliance with Rule 206(4)-2 under the Advisers Act, Marblegate reasonably believes that all investors in the Funds will be provided with audited financial statements, prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of each Fund’s fiscal year-end. Investors should carefully review the audited financial statements of the Funds upon receipt.

If you accept discretionary authority to manage securities accounts on behalf of clients, disclose this fact and describe any limitations clients may (or customarily do) place on this authority. Describe the procedures you follow before you assume this authority (e.g., execution of a power of attorney). Marblegate has discretionary authority to manage the Funds. Marblegate is authorized to make purchase and sale decisions for the Funds. However, as explained in Item 4.C above, certain institutional Advisory Clients with a single limited partner may impose certain investment limitations and restrictions. Prospective investors in the Marblegate Funds are provided with an offering memorandum prior to their investment and are encouraged to carefully review the offering memorandum, along with all supplements and other relevant offering documents, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. All investors in the Marblegate Funds must execute a subscription agreement, each of which constitutes a legal, valid and binding obligation of the investor, enforceable in accordance with its terms.

ITEM 17 – VOTING CLIENT SECURITIES Item 17.A

If you have, or will accept, authority to vote client securities, briefly describe your voting policies and procedures, including those adopted pursuant to SEC rule 206(4)-6. Describe whether (and, if so, how) your clients can direct your vote in a particular solicitation. Describe how you address conflicts of interest between you and your clients with respect to voting their securities. Describe how clients may obtain information from you about how you voted their securities. Explain to clients that they may obtain a copy of your proxy voting policies and procedures upon request. Marblegate understands and appreciates the importance of proxy voting. To the extent that Marblegate has discretion to vote the proxies on behalf of the Funds, Marblegate will vote any such proxies in the best interests of the Funds and investors (as applicable) and in accordance with set compliance procedures. All proxies sent to Funds will be provided to the Chief Compliance Officer. Prior to voting any proxies, the Chief Compliance Officer will determine if there are any conflicts of interest related to the security in question. In the absence of a conflict of interest, Marblegate’s proxy voting committee will generally vote “for” routine proposals, such as the election of directors, approval of auditors and amendments or revisions to corporate documents to eliminate outdated or unnecessary provisions. Unusual or disputed proposals will be reviewed and voted by the committee on a case-by-case basis. In the event of a conflict of interest, the proxy voting committee and the Chief Compliance Officer jointly may determine that a member of the proxy voting committee who has a conflict of interest is to be recused from the deliberations as to how to vote a proxy on a case-by-case basis. Generally, the Chief Compliance Officer is responsible for ensuring that the proxy is voted on and submitted in a timely manner. Marblegate keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications and information received relating to the proxy vote, and internal documents created that were material to voting decisions , as well as any Client’s request for proxy voting records and Marblegate’s response for the previous five years. From time-to-time Advisory Clients may be eligible to participate in class actions in connection with their securities holdings. In such a circumstance, Marblegate will determine in its sole discretion whether it is in the Clients’ best interests to participate in a recovery achieved through a class action or opt out of the class action. If we do participate and later receive any recovery amounts, they will be distributed to the applicable Advisory Clients at the time the recovery amounts are received. If you have any questions about Marblegate’s proxy policy, its proxy recordkeeping procedures or if you would like any detailed information about how proxies are actually voted, please call Denise Wildes at (203) 413-6940.

If you do not have authority to vote client securities, disclose this fact. Explain whether clients will receive their proxies or other solicitations

directly from their custodian or a transfer agent or from you, and discuss whether (and, if so, how) clients can contact you with questions about a particular solicitation. Not applicable to Marblegate.

item 18 – financial information Item 18.A

If you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, include a balance sheet for your most recent fiscal year. 1.

The balance sheet must be prepared in accordance with generally accepted accounting principles, audited by an independent public accountant, and accompanied by a note stating the principles used to prepare it, the basis of securities included, and any other explanations required for clarity.

2.

Show parenthetically the market or fair value of securities included at cost.

3.

Qualifications of the independent public accountant and any accompanying independent public accountant’s report must conform to Article 2 of SEC Regulation S-X.

Not applicable to Marblegate. Item 18.B

If you have discretionary authority or custody of client funds or securities, or you require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance, disclose any financial condition that is reasonably likely to impair your ability to meet contractual commitments to clients. Marblegate is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.

If you have been the subject of a bankruptcy petition at any time during the past ten years, disclose this fact, the date the petition was first brought, and the current status. Not applicable to Marblegate.