Mink Brook Asset Management LLC

Mink Brook Asset Management LLC (“Mink Brook”, the “Investment Manager”, or the “Firm”), is a Delaware limited liability company formed in 2021. William Mueller is the Managing Member and Portfolio Manager (the “Principal”) of Mink Brook. Mink Brook’s principal place of business is West Palm Beach, FL. Mink Brook provides investment advisory services to private funds via a mini-master feeder structure, whereby Mink Brook Offshore Funds Ltd. (the “Offshore Fund”) a Cayman Islands exempted company invests all of its assets in Mink Brook Partners LP (the “Onshore Fund”) a Delaware limited partnership. In addition, Mink Brook also provides investment advice to a stand alone private fund, Mink Brook Opportunity Fund LP. (the “Opportunity Fund”). Each of the Offshore Fund, the Onshore Fund, and the Opportunity Fund are referred to as a “Mink Brook Fund” or a “Fund” and collectively, the “Mink Brook Funds” or the “Funds.” The general partner of the Mink Brook is Mink Brook Capital GP LLC (the “General Partner”), a Delaware limited liability company. Mr. Mueller is the Managing Member of the General Partner. The General Partner has ultimate responsibility for decisions relating to management and operations made on behalf of the Funds and has ultimate responsibility for the investment decisions made on behalf of the Funds but has delegated certain responsibilities including advisory decisions to Mink Brook. Mink Brook manages each Fund pursuant to the investment guidelines set forth in the relevant governing and offering documents of each Fund, including any limited partnership agreement, term sheet, private placement memorandum, and/or subscription agreement (each an “Offering Document,” and collectively, the “Offering Documents”). The Offering Documents for each Fund contain more detailed information about each Fund, including a description of the investment objective and strategy or strategies employed by Mink Brook in advising the Funds, and related restrictions that serve as a limitation on Mink Brook’s advice or management. Mink Brook will not generally tailor its advisory services to the individual investors or limited partners in the Funds (each an “Investor” and collectively the “Investors”) or provide Investors with the right to specify or restrict each Fund’s investment objectives or any investment or trading decisions. Accordingly, an investment in any of the Funds does not create a client-adviser relationship between such Investors and Mink Brook. Mink Brook’s investment objective in advising the Funds is to achieve a high long-term rate of return while maintaining prudent risk management. Mink Brook will invest primarily in equity securities. Each Investor is strongly encouraged to undertake appropriate due diligence of Mink Brook and the Funds prior to making an investment decision. This inquiry may include, but is not limited to, a review of the relevant Offering Documents for each Fund and the additional details about Mink Brook’s investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure and each Fund’s Offering Documents). In considering whether Mink Brook’s advisory services or an investment in a Fund is appropriate to the Investor’s own circumstances, such determination should be based on all relevant factors including, but not limited to, the Investor’s own investment objectives, liquidity requirements, tax situation, and risk tolerance before making an investment decision.

Additional detailed information about Mink Brook is provided below, including information about Mink Brook’s advisory services, investment approach, brokerage practices, personnel, and affiliations. Mink Brook does not participate in wrap fee programs. As of May 31, 2026, Mink Brook advises approximately $280,675,956 on a discretionary basis.

Management Fee As the investment adviser to Mink Brook Partners LP and Mink Brook Offshore Fund Ltd., Mink Brook will receive a Management Fee generally equal to an annual rate of up to 2% per annum (0.5% per quarter). The Management Fee from Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. is prorated so all Investors in Mink Brook Partners LP Fund and Mink Brook Offshore Fund Ltd. pay the same percentage as applicable to that investor, regardless of when they invested. The Management Fee for Mink Brook Partners LP and Mink brook Offshore Fund Ltd. is deducted on a quarterly basis in advance based upon the value of each Investor’s capital account as of the first day of each calendar quarter. The Management Fee will be prorated for any period that is less than a full calendar quarter. Fees are deducted from Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. custodial or Prime Brokerage account(s). Mink Brook may reduce, waive, or calculate differently the Management Fee for certain Investors in Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. including but not limited to, members, employees, affiliates, or relatives of Mink Brook, or for certain strategic and/or large Investors. Operating Expenses of the Funds The Funds will bear all expenses relating to their ongoing structure and operation (either directly or indirectly by reimbursing Mink Brook or the General Partner for amounts incurred by either of them on behalf of the Funds), including: the Management Fee; all investment-related costs and expenses (i.e., expenses that, in Mink Brook’s sole discretion, are related to the investment of the Funds’ assets, whether or not such investments are consummated), including commissions and charges, interest on margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges, option premiums and custodial and service fees, research-related expenses (including research-related travel expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments; fees and expenses related to portfolio exposure and performance management systems, risk management services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services and data feeds) and trade order management systems (including systems that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third party service providers used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring and data extracts); each Fund’s legal, accounting, tax preparation and other taxrelated expenses (including preparation and mailing costs of financial statements, tax returns and other reports to Investors), auditing, consulting and other professional expenses; third-party administration costs, fees and expenses (including any costs, fees and expenses related to investor communications, relations, reporting or other investor materials, performance information, data extraction and other types of reporting and any audit or accounting services provided by a third-party administrator); compliance and

reporting expenses and expenses attributable to regulatory filings that are made with respect to the Funds or their assets (including Section 13, Section 16, Form D, Form PF, Form N-PX the Foreign Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings) and all compliance costs and expenses associated with the Funds in complying with the rules related to private fund advisers under the Advisers Act; each Fund’s pro rata share of Fund-related insurance costs (including the pro rata portion of director’s and officer’s insurance, errors and omissions insurance, fidelity insurance and other similar policies covering Mink Brook, the General Partner, and/or the members of any advisory committee); any taxes (including, without limitation, any withholding taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-related charges or duties); all costs and expenses incurred in attempting to protect and enhance the value of the Funds’ investment (including any fees and expenses associated with any pending or threatened litigation, audit, investigation, administrative or other proceeding, as well as any settlement costs); fees and expenses related to any activist-related activities; fees and expenses of any independent advisory committee members and any independent Fund representative; any fees and expenses related to a Fund’s liquidation, if applicable; fees paid to proxy and securities class action advisory firms; expenses relating to the offer and sale of a Fund interest and withdrawals and transfers thereof; other reasonable expenses related to the purchase, sale, preservation or transmittal of the Funds’ assets; and any extraordinary expenses (e.g., indemnification expenses). The Funds do not have their own separate employees or offices, and do not reimburse Mink Brook for salaries or office rent. Mink Brook is responsible for all of its overhead expenses of an ordinary and recurring nature, such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for furniture and fixtures, salaries, and bonuses of its employees. Organizational Expenses The Funds will generally bear all costs and expenses relating to: (i) the organization of the Funds; and (ii) the offer and sale of interests in the Funds (including government filing fees, stamp duties or other taxes, legal and accounting fees, printing and mailing expenses and any other organizational costs) (collectively, “Organizational Expenses”). To the extent that Mink Brook or the General Partner incur any Organizational Expenses payable by the Funds, Mink Brook or the General Partner will be reimbursed by the Funds for the applicable amounts unless waived by Mink Brook or the General Partner. The Funds may amortize their Organizational Expenses over a period of up to 60 months from the date each Fund commences operations, although, if deemed to be appropriate, amortization of such amounts may be accelerated as determined by the General Partner in its sole discretion.

Investment Objective Mink Brook’s investment objective in advising the Mink Brook Funds is to achieve a high long-term rate of return while maintaining prudent risk management.

Investment Strategy Mink Brook’s investment objective in advising the Funds is to outperform broader equity markets while preserving capital. The Funds seek to achieve this objective primarily by investing systematically in the equity securities of companies traded in the United States public markets. Mink Brook will target investments that the Investment Manager expects to become part of major indexes and exchange traded funds (“ETFs”), and may look to short sell companies that the Investment Manager expects to exit major indexes and ETFs. Although the Funds’ portfolios are expected to have a slight net long bias, Mink Brook expects to opportunistically sell-short securities, and may also use sell-short securities to hedge market risk. At times, Mink Brook may sell-short (i) the shares of individual issuers, in anticipation of purchasing the same security at a later date at a lower price, and (ii) ETFs of major market indexes. Mink Brook believes that a capital appreciation opportunity exists with respect to securities that are expected to become a part of large indexes and ETFs. Mink Brook believes that a systematic approach to investing in these securities can deliver superior investment returns to those of broader equity markets as this structural equity discount is realized. Similarly, Mink Brook believes that securities exiting major indexes and ETFs provide idiosyncratic downside returns, and that return can be captured by systematically short selling the securities that the Investment Manager expects to exit major indexes. Mink Brook believes that this phenomenon may provide defensive characteristics to the strategy by preserving cash capital during periods of market stress. There can be no assurance that the Funds will realize their investment objectives. Key Risk Factors The following are material risks involved in Mink Brook’s investment strategy in relation to advising the Funds. There can be no assurance that Mink Brook’s investment objective in managing the Funds will be achieved, and that the Investors in the Funds will not incur losses. The risks described below are not meant to be a comprehensive collection of all risks with which Investors in the Funds will be confronted. Each Investor in the Funds is also encouraged to consult with Mink Brook to review the specific risk parameters of, and assets that comprise, each Funds’ portfolio at any given time and from time to time. Investors should also read the Offering Documents in their entirety for a more detailed discussion of the risks of investing in the Funds and consult with their own legal, tax and accounting advisors prior to undertaking an investment in the Funds. Risk of Loss Investing in securities involves risk of loss that Investors should be prepared to bear. All investments in securities and other financial investments involve substantial risk of volatility arising from numerous factors that are beyond the control of Mink Brook, including market conditions, changing domestic or international economic or political conditions, changes in tax laws and government regulation and other factors. Nature of Investments Mink Brook has broad discretion in making investments for the Funds. Investments will generally consist of equity securities and other assets that may be affected by business, financial market or legal uncertainties.

There can be no assurance that Mink Brook will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of its investments. In addition, the value of the Funds’ portfolio may fluctuate as the general level of interest rates fluctuate. No guarantee or representation is made that the Funds’ investment objective will be achieved. Equity-Related Instruments in General In advising the Funds, Mink Brook will invest in equity securities and equity-related instruments, including but not limited to publicly listed equity securities in the U.S. or abroad, privately offered equity securities and financial instruments that may reference a single issuer, a specific sector or a broad equity index. Equity securities represent ownership interests in their respective issuers and generally carry the most risk associated with a specific issuer’s capital structure. The price of equity securities and their related financial instruments vary for a variety of reasons, including but not limited to supply and demand of the equity securities, the actual or perceived business opportunities associated with the issuer, the current and potential future cash flow of the issuer, the issuer’s management, their ability to execute on a specific business plan, the general economic environment and the outlook for the overall economy. To the extent the Funds own an equity security or otherwise have exposure to an equity security or an equity-related financial instrument, this investment carries the risks associated with owning equities and may also carry risks associated with the form of financial instrument (e.g., options, derivative or securities-based futures contract). Any investment in equities or equity-related instruments entails a significant risk of loss. Event-Driven Strategy Risk Mink Brook’s investment strategy in advising the Funds involves, in part, investing in the securities of issuers that Mink Brook believes are likely to be added to major indexes and ETFs, and shorting the securities of issuers that Mink Brook believes are likely to be removed from such indexes and ETFs. Mink Brook may seek to purchase securities at prices below their anticipated value, or short securities above their anticipated value, following the occurrence of announced or expected events. The purchase price of such securities may be at a premium to the market price prior to the announcement. If the proposed transaction is not consummated, the market price of the security may rapidly decline and result in losses to the Funds. The number of such opportunities available varies greatly and is based on many factors beyond the control of Mink Brook. Short Sales Mink Brook’s investment strategy in advising the Funds will involve short sales. Short sales create certain potential risks that are not otherwise associated with a long only portfolio. For example, a short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase, which might prevent or limit the Funds’ ability to exit the short position. There is also the risk that the securities borrowed by the Funds in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Funds may be compelled to replace borrowed securities previously sold short with purchases on

the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. Mink Brook’s inability to continue to borrow securities previously sold short on behalf of the Funds may also force the Funds to unwind other elements of an investment position, possibly at a loss. From time to time, various regulatory authorities have imposed “short-selling bans” in selected securities (often, however, a wide population of securities), making it difficult if not impossible to continue to implement certain long/short (as well as other) equity strategies. For example, the SEC adopted an “uptick rule” in 2010 and securities exchanges have also reinstated “uptick rules” — generally prohibiting short sales unless the last recorded sale price of a stock was higher than the previous transaction. Over time, rules similar to the “uptick rule” could in certain circumstances prevent the Funds from acquiring a short position which the Mink Brook would otherwise have acquired for it. Micro to Small Capitalization Companies From time to time, a significant portion of the Funds’ assets may be invested in securities of micro to small capitalization companies and, alternatively, Mink Brook may on behalf of the Funds establish significant short positions in these securities. Historically, these securities have been more volatile in price than those of larger capitalized, more established companies included in the Standard & Poor’s Composite Index of 500 stocks (the “S&P 500”) or similar. The securities of micro to small capitalization pose greater investment risks because these companies have limited product lines, distribution channels and financial and managerial resources. Further, there is often less publicly available information concerning these companies than for larger, more established businesses. The equity securities of micro to small capitalization companies are often traded over-the-counter or on regional exchanges and may not be traded in the volumes typical on a national securities exchange. Consequently, Mink Brook may on behalf of the Funds be required to dispose of these securities or cover a short position over a longer (and potentially less favorable) period of time than is required to dispose of or cover a short position with respect to the securities of larger, more established companies. Investments in companies with limited operating histories are more speculative and entail greater risk than investments in companies with an established operating record. Options The purchase or sale of an option involves the payment or receipt of a premium by the investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risk. Market Disruption Market disruption and other extraordinary events may impact the performance of the Funds’ investments. Unscheduled market closures or technology issues are all examples of market disruptions. These market disruptions may impact the markets on a particular day or over a period of time and may have a material adverse effect on the price of different investments. The risk of loss associated with these market disruptions is compounded by the fact that upon the occurrence of these events, exchanges may close

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Mink Brook’s clients are the Funds. The initial subscription minimum is generally US $1,000,000, as disclosed in the Offering Documents for each Fund. The Offering Documents provide the eligibility criteria and minimum investment requirements to be an Investor in the Funds. Each prospective Investor will be required to represent, among other things, that it is: (i) an “accredited investor”, as such term is defined in Rule 501 of Regulation D under the Securities Act of 1933 (the “Securities Act”), as amended; and (ii) a “qualified client”, as defined in the Investment Advisers Act of 1940 (the “Advisers Act”).

The General Partner will receive at the Fund level an incentive allocation (the “Incentive Allocation”). When calculating the Incentive Allocation at the Fund level, any applicable Management Fee and all items of income, loss and expense incurred at the Fund level will be considered. For the avoidance of doubt, the Incentive Allocation will be determined separately with respect to each Investor. As

As described in detail in the Offering Documents for Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. the General Partner will receive an Incentive Allocation from Mink Brook Partners LP. and Mink Brook Offshore Fund Ltd. in an amount equal to an annual rate of 20%.

As described in detail in the Offering Documents for Mink Brook Opportunity Fund, the General Partner will receive an Incentive Allocation from the Mink Brook Opportunity Fund in an amount equal to an annual rate of 25% of the Mink Brook Opportunity Fund’s performance. In the event that an Investor makes a partial or complete withdrawal from the Mink Brook Funds of its interests or its interests are mandatorily withdrawn at any time other than the end of a fiscal year, the General Partner will be entitled to the Incentive Allocation with respect to the withdrawn amount, calculated as though the date of such withdrawal were the last day of the fiscal year. The General Partner may, in its sole discretion, waive or modify the Incentive Allocation for Investors that are members, partners, principals, employees or affiliates of the General Partner or Mink Brook, relatives or entities of such persons, and for certain strategic and/or large Investors. In addition, the General Partner may, in its sole discretion, cause all or a portion of the Incentive Allocation otherwise allocable to it to be allocated to one or more other persons or entities. Performance-based allocation and fee arrangements may create an incentive for Mink Brook to recommend investments which may be riskier or more speculative than those which would be recommended under a different arrangement. As described herein, Mink Brook advises the Funds (and may advise other private funds or client accounts in the future), and this would, in turn, require Mink Brook to allocate investments amongst multiple client accounts. Such an allocation arrangement may also create an incentive to favor higher performance allocation or performance fee accounts over other accounts in the allocation of investment opportunities. Mink Brook has procedures designed and implemented to ensure that the Funds (and any future private fund or client accounts) are treated fairly within the limits of the investment constraints and objectives of each Fund, and to prevent this potential conflict from influencing the allocation of investment opportunities among multiple client accounts. These procedures include, to the extent orders are aggregated, that orders are average priced.

Neither Mink Brook nor the General Partner are registered or have an application pending to register as a broker-dealer or a registered representative of a broker-dealer. Neither Mink Brook nor the General Partner 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.

Trading Mink Brook has adopted a Code of Ethics pursuant to Rule 204A-1 of the Advisers Act (the “Code”) that establishes certain standards of conduct and rules for its employees and/or access persons (as applicable). A summary of the Code is provided below. All access persons of Mink Brook must acknowledge annually that they understand and agree to the terms of the Code. The Code incorporates the following general principles that all employees are expected to uphold at all times: •

Employees must place the interest of clients first;

•

Employees must conduct all personal securities transactions in a manner consistent with the Code and seek to avoid both actual conflicts of interest and the appearance thereof, and;

•

Employees may not take inappropriate advantage of their own positions with Mink Brook for their own personal benefit.

Personal Trading The Code provides that access persons must obtain preapproval from the CCO prior to buying or selling single name publicly traded securities (or derivatives thereof) for their own accounts or accounts that the access person controls or in which the access person may be deemed to have beneficial ownership (such as an account of a spouse or minor child). Access persons are permitted to buy and sell private securities (such as investments in hedge funds, private equity funds and private companies) with preapproval. Personal trades in mutual funds, index funds and ETFs generally will not require preapproval. Access persons are also permitted to invest in U.S. and non-U.S. government issued obligations without preapproval. In addition, Mink Brook may permit access persons to maintain accounts that are managed on a discretionary basis by a third party if the access person has no direct or indirect influence or control over the investments for the account. Mink Brook believes that these policies put client interests first and will mitigate inherent conflicts of interest with access persons trading for their personal accounts or accounts that the access person controls or in which the access person may be deemed to have beneficial ownership. Exceptions to the personal trading policy are handled on a case-by-case basis. However, Mink Brook will maintain a restricted list, and personal trading requests to trade in securities on Mink Brook’s restricted list will be denied. Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Mink Brook requires access persons to report or receive approval for the receipt or giving of gifts and entertainment under certain circumstances. The Code also generally requires access persons to obtain prior approval before the access person, a spouse or certain other immediate family members, makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an access

person may make a contribution or engage in an activity for the selection of Mink Brook as an investment adviser for a governmental entity. Finally, the Code provides that, without prior approval, access persons are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an access person’s personal activities. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities, partners and personnel in connection with client transactions. Mink Brook has established written policies and procedures, which contain procedures to monitor and resolve conflicts and will endeavor to resolve conflicts in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. Further, the Code includes policies and procedures designed to prevent insider trading and facilitate the protection of material, non-public information, including non-public information about the activities of Funds. Mink Brook’s Code of Ethics is available to clients upon request.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions In selecting brokers for execution, Mink Brook will assess the reasonableness of their compensation and commissions charged based on the range and quality of a broker’s services, including execution capability, trading expertise, accuracy of execution, commission rates, research, reputation and integrity, fairness in resolving disputes, financial responsibility, and responsiveness. In selecting a broker-dealer to execute transactions and determining the reasonableness of the brokerdealer’s compensation, Mink Brook need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not Mink Brook’s practice to negotiate “execution only” commission rates, thus the Clients may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. Mink Brook may, from time to time, speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers. These conferences and programs may be a means by which Mink Brook can be introduced to potential investors or clients. Prime brokers normally are not compensated for providing such "capital introduction" opportunities. In addition, Prime Brokers or custodians may provide financing and other services to the clients. Mink Brook may place portfolio transactions for the Funds with such firms, if Mink Brook determines that it is otherwise consistent with seeking best execution. In no event will Mink Brook select a broker-dealer as a means of remuneration for recommending Mink Brook or the Funds or affording Mink Brook with the opportunity to participate in capital introduction programs.

Research and Other Soft Dollar Benefits Mink Brook may use "soft dollars" generated through brokerage transactions for research and brokerage and research-related products and services. Usage of soft dollars will fall within the safe harbor provided under Section 28(e). Mink Brook will evaluate the execution of broker-dealers on an ongoing basis as they are used and periodically conduct a review of the execution performance of broker-dealers executing its clients’ transactions to make a good faith determination that the value of research and brokerage services received is reasonable in relation to the amount of commissions paid. Research services within Section 28(e) for which Mink Brook may use soft dollars can include, without limitation, access to research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution and certain proxy services. Brokerage services within Section 28(e)’s safe harbor for which Mink Brook uses soft dollars can include: services related to the execution, clearing and settlement of securities transactions and functions incidental thereto. These services may include, among other things, order management systems, electronic trading platforms, trade analytics, and data and analytics services used in connection with trading and investment decision-making. Trade Order Aggregation Mink Brook may aggregate purchase and sale orders of investments held by Funds with similar orders being made simultaneously for other accounts if, in Mink Brook’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to such Fund based on an evaluation that the Fund will be benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In many instances, the purchase or sale of investments for a Fund will be effected simultaneously with the purchase or sale of like investments for another Fund(s). Such transactions may be made at slightly different prices, due to the volume of investments purchased or sold. In such event, the average price of all investments purchased or sold in such transactions may be determined, in Mink Brook’s sole discretion, and the Fund(s) may be charged or credited, as the case may be, with the average transaction price. Allocation of Trades Mink Brook may at times determine that certain investments will be suitable for acquisition by multiple Funds. If that occurs, and Mink Brook is not able to acquire the desired aggregate amount of such securities on terms and conditions which Mink Brook deems advisable, Mink Brook will endeavour in good faith to allocate the limited amount of such securities acquired among the various Funds for which Mink Brook considers them to be suitable on a pro rata basis. Pursuant to Mink Brook’s policy related to the allocation of trades, Mink Brook may deviate from allocating the trades on a pro rata basis in certain instances, including, but not limited to, (i) when securities can only be traded in particular lot sizes, (ii) different broker arrangements between the Funds, (iii) the extent to which a position in such securities is consistent with the investment policies and strategies of the various Funds involved, and (iv) cash flows and liquidity.

Trade Errors Pursuant to the exculpation and indemnification provided by the Funds to Mink Brook and its affiliates and personnel, Mink Brook and its affiliates and personnel will generally not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and the Funds will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Funds, absent bad faith, gross negligence, willful misconduct or actual fraud of such person. As a result of these provisions, the Funds (and not Mink Brook) will benefit from any gains resulting from trade errors and other errors and will be responsible for any losses (including additional trading costs) resulting from trade errors and other errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. Mink Brook will not offset any such gains and losses resulting from trade errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions.

Mink Brook does not currently compensate, either directly or indirectly, persons for client referrals or referrals of Investors in the Funds.

Mink Brook has not been subject to any disciplinary action, whether criminal, civil or administrative (including regulatory), in any jurisdiction. Likewise, no persons involved in the management of the Firm have been subject to such action.

Mink Brook conducts daily reviews of the Funds’ portfolios to ensure conformity with investment objectives and guidelines. In addition, Mink Brook reviews transactions, positions, and cash balances daily, along with conducting various other periodic formal and informal reviews. Investors in the Funds generally receive monthly account statements. Mink Brook may, in its discretion, provide certain Investors with additional information on a more frequent basis upon request. Investors also receive copies of audited financial statements on an annual basis and Investors in the Funds receive a Schedule K-1 on an annual basis.

Mink Brook is subject to Rule 206(4)-2 under the Advisers Act (the "Custody Rule"). Mink Brook and the General Partner are deemed to have custody of the Funds’ assets by virtue of their respective status as investment adviser and general partner. Mink Brook and the General Partner maintain the assets of the Funds in accounts with “qualified custodians” pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). The qualified custodians presently utilized by Mink Brook for the Funds are disclosed in Mink Brook’s Form ADV Part 1. While Mink Brook is subject to the Custody Rule, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”), and requires that each Fund distribute its audited financial statements, prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), to all investors within 120 days of the end of such Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt.

Pursuant to the Offering Documents for the Funds, Mink Brook has discretionary authority to manage and to make purchase and sale decisions for the Funds. As explained in Item 4 above, individual Investors in the Funds generally do not have the ability to impose limitations on Mink Brook’s discretionary authority. Prospective Investors are provided with Offering Documents prior to their investment in a Fund and are encouraged to carefully review such documents with their legal, tax and accounting advisers. All Investors must execute a subscription agreement.

Proxy Voting Policy Mink Brook has established proxy voting policies and procedures designed to ensure that proxies, to the extent Mink Brook has been delegated authority to vote such proxies on behalf of the Funds and elects to vote, are voted in the best interest of the Funds. When voting proxies, Mink Brook must identify and address material conflicts that may arise between Mink Brook’s interests and those of the Funds. Specifically, Mink Brook monitors the potential for conflicts of interest that might arise from personal relationships that Mink Brook or its employees may have with parties involved in the vote, significant Investor relationships with those parties, and other special circumstances. Mink Brook will vote proxies as it deems necessary or appropriate, on a case-by-case basis. Prior to voting, Mink Brook will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. In limited circumstances, Mink Brook may refrain from voting proxies where Mink Brook believes that voting would not be in the best interest of the Funds, taking into consideration the cost of voting the proxies and the anticipated benefit to the Funds. If you have any questions about Mink Brook’s proxy policy, its proxy record-keeping procedures or if you would like any further information about how proxies are voted, please contact the CCO.

Mink Brook is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients.