Mudrick Capital Management, L.P.

General Description of Advisory Firm.

The Adviser, Mudrick Capital Management, L.P., a Delaware limited partnership, commenced operations in 2009 and has its office in New York, New York. Mr. Jason Mudrick, as a limited partner of the Adviser and as the managing member of the general partner of the Adviser, Mudrick Capital Management, LLC, a Delaware limited liability company, is the principal owner of the Adviser and controls the Adviser. The general partner of the Adviser has ultimate responsibility for the management, operations and the investment decisions made by the Adviser. B.

Description of Advisory Services.

1.

Advisory Services.

The Adviser serves as the investment manager to a number of investment funds (the “Funds”) and separately managed accounts and may, from time to time, serve as the investment manager to additional funds or products. The interests in the Funds are generally offered on a private placement basis, in compliance with the exemption provided by Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) to persons who are “accredited investors” as defined under the Securities Act of 1933 and “qualified purchasers” (or “knowledgeable employees”) as defined under the Investment Company Act, and subject to other conditions, that are set forth in the offering documents for the Funds. The Adviser has incorporated Mudrick Capital Management (UK), Ltd. (the “UK Affiliate”) in the United Kingdom, which is a limited liability partnership formed under the UK Limited Liability Partnerships Act 2000. The UK Affiliate was formed for purposes of conducting regulated activities in the UK, including investment or research activities, marketing activities or performing other functions. Mudrick Capital Management (UK) Ltd is as an Appointed Representative of Kroll Securities Ltd. (FCA Number: 466588), which is authorized and regulated by the UK Financial Conduct Authority (the “FCA”). The Mudrick Distressed Opportunity Fund implemented certain modifications to Fund terms, which were effective April 1, 2024. In particular, for Mudrick Distressed Opportunity Fund these modifications include closing the previously offered Class A, Class B, and Class C shares/interests and only offering Class D shares/interests which are subject to a 1.5% management fee, a 20% incentive allocation and a 25% quarterly investor-level withdrawal gate. Existing investors in the Mudrick Distressed Opportunity Fund would be entitled to retain their existing class of shares/interests with no changes to their existing liquidity terms (which do not have an investor-level gate but do have a fund-level gate), though they will not be entitled to acquire additional interests of their existing classes (i.e., Class A, Class B or Class C) as of April 1, 2024 (subject to certain exceptions). In addition, the side pocket terms were modified such that all investors will be required to participate in side pocket investments beginning on this date.

In addition, Mudrick Stressed Credit Fund, Ltd. and Mudrick Stressed Credit Fund, L.P. implemented certain changes to their Fund terms, which were effective April 1, 2024. The more meaningful changes include that the Funds would be no longer offering Class A shares/interests and instead only offering Class B shares/interests, which are subject to a 25% quarterly investorlevel withdrawal gate. While existing Class A investors would be entitled to retain their existing classes of interests with no change to their existing liquidity terms (which do not have an investorlevel gate but do have a fund-level gate), they will not be entitled to acquire additional Class A interests/shares in the Fund as of April 1, 2024 (subject to certain exceptions). In addition, the key person event trigger for the Funds was updated beginning on this date. As used herein, the term “clients” generally refers to the Funds and/or the Adviser’s separately managed account clients, as applicable. This brochure generally includes information about the Adviser and its relationships with its clients and affiliates. While much of this brochure applies to all of those clients and affiliates, there is information included herein that only applies to specific clients or affiliates. 2.

Investment Strategies and Types of Investments.

The descriptions set forth in this brochure of specific advisory services that the Adviser offers to clients, and investment strategies pursued and investments made by the Adviser on behalf of its clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that the Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Investors should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. The investment objectives and strategy of the Funds are set forth in confidential private offering memoranda and are summarized below. In the case of variations in investment strategies pursued by certain Funds, those differences are noted below where applicable. The Adviser also provides investment advisory services to separately managed accounts. The investment objectives and strategy of the separately managed accounts are generally consistent with the following, though certain differences are noted below where applicable. Investment Objectives The principal objective of the Funds is to seek capital appreciation from a portfolio of distressed debt and equity investments which generate attractive and asymmetric risk-adjusted total returns over the long term with significant downside protection. The Funds will focus on event-driven value investments in companies with overlooked or distressed capital structures, characterized by their income-profile, due to an actual or perceived balance sheet event. Certain of the Funds and separately managed accounts have been set up (i) to co-invest in only a specific subset of opportunities or companies or (ii) to generate attractive total returns on capital throughout the credit cycle by employing an opportunistic strategy targeting event-driven

situations in leveraged corporate capital structures, as in the case of the Stressed Credit Fund, and the objectives of those Funds and separately managed accounts (as well as the investment strategies and types of investments as described herein) are modified accordingly. There are also certain separately managed accounts that have been set up to generate stable, income driven returns through primarily passive investments in senior secured securities of distressed issuers, such as secured term loans, secured bonds and debtor-in-possession (“DIP”) financing (the “Senior Secured Strategy”). The Stressed Credit Fund and Senior Secured Strategy Clients generally trade pari passu subject to certain parameters and restrictions in the investment guidelines of the offering memorandum or investment management agreement (as applicable), or other considerations in accordance with the Adviser’s allocation policies. The securities held by co-investment clients are also held by certain Funds and separately managed accounts in their portfolios. Investment Strategy Overview The Funds will primarily invest in distressed debt and equity in the middle-market space (defined as companies with an enterprise value of less than US $5 billion, measured at the time of investment), across North America and Western Europe, predominantly through the following investment strategies: “Pull to Par” Distressed Debt. The Funds will seek to purchase the stressed or distressed debt of companies that the Adviser believes are trading significantly below their intrinsic value primarily for attractive yield, which includes a combination of current income and “pull to par” capital appreciation. Investments in stressed or distressed debt are typically made by purchasing debt instruments on the secondary market. Debt for Equity Swaps. The Funds will seek to invest in the distressed debt of companies that the Adviser believes are trading significantly below their intrinsic value with an aim of taking an active role in debt restructuring negotiations or other processes to influence the outcome. This typically will involve the Funds purchasing debt instruments on the secondary market that may convert to new debt instruments, post-reorganized equity or a combination thereof through active influence via creditors’ committees, steering committees, ad hoc groups and/or participation on the board of directors. To a lesser extent, the Funds may also seek to make investments using the strategies set out below: Special Situations. The Funds may seek to purchase the debt or equity of companies that the Adviser believes are trading significantly below their intrinsic value due to a market dislocation or idiosyncratic company-specific situation. Capital Solutions. The Funds may provide rescue financing, structured equity solutions and liability management solutions to companies that are unable to access traditional markets. These transactions are privately originated and directly negotiated by the Adviser, bespoke for each company.

The above strategies are non-exhaustive and the Funds may invest in financial instruments through other investment strategies as adopted from time to time, to the extent this is deemed to be in the interests of the Fund investors by the Adviser. The Funds may make investments across the capital structure of companies in both the private and public markets. Investments may comprise long or short positions in both publicly traded equity and debt securities and obligations and private securities and obligations, however, the Funds are predominantly long-biased on the positions they hold and the Adviser expects this to continue to be the case in the long-term. In the case of the Stressed Credit Fund, the Fund expresses its strategy largely through investments in stressed and performing credit instruments, including loans and bonds, select distressed instruments and equities and episodic hedges or short positions. The Adviser uses fundamental credit research to seek to identify the most compelling total return opportunities in the global corporate credit markets (with an emphasis on the North American and European markets) and will focus primarily on investing the Fund’s capital in loans and bonds (in cash and synthetic form) of speculative grade companies, but may also invest in certain convertible bonds and preferred securities, equity (including equity-linked) and structured finance securities. The Adviser applies fundamental credit analysis and a proactive management style to manage investment and portfolio risk. In the case of the Senior Secured Strategy, its investments will generally focus primarily on the following strategies: (1) purchasing the senior secured distressed debt of companies that the Adviser believes are trading below their intrinsic values due to a potential restructuring event; (2) purchasing interests in DIP loans of companies going through bankruptcy, in secondary market transactions; and (3) purchasing senior secured debt of post-bankruptcy companies. Types of Securities (Applicable to Funds other than the Stressed Credit Fund) The below describes the types of securities in which the Funds, other than the Stressed Credit Fund, will invest. The types of securities in which the Stressed Credit Fund will invest are described further below. The Funds make investments across the capital structure of companies in both the private and public markets. Investments may comprise long or short positions in both publicly traded equity and debt securities and obligations and private securities and obligations, at original issuance and/or on the secondary market. The equity securities may include common and preferred equity or such other securities as the Adviser may determine from time to time, and the debt securities and obligations may include all types of debt securities and obligations, such as corporate bonds, debentures, notes, municipal bonds, equipment lease certificates, equipment trust certificates and, to the extent permitted by applicable laws and regulations, securities issued by troubled foreign issuers, including foreign governments. The private securities and obligations may include bank debt, trade claims of bankrupt companies and other privately traded securities and obligations. In addition, as described in more detail below, certain Funds may (and have in the past) hold an investment in the sponsor of a special purpose acquisition vehicle formed to pursue an initial business combination with a post-bankruptcy or post-reorganized target company (though such vehicle may target a company in any stage of its corporate evolution).

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Advisory Fees and Compensation.

The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of these fees, along with the separately managed account fees, is provided below. Other than the ability to waive or reduce fees as described below, fees for each of the Funds are generally not negotiable. Asset-Based Compensation Clients generally pay the Adviser management fees for its management services (“Management Fees”). The Management Fees are typically based on the client’s assets under management with the Adviser and are determined on an annualized rate. Currently, such rate ranges from 1.25% to 2% for the Funds, as described in more detail in each Fund’s offering memorandum (though, as noted below, such rates are in some cases higher or lower for certain investors in any given Fund, Funds-of-one formed for specific investors and are generally lower for investors in separately managed accounts). Differences in Management Fees generally relate to differing liquidity terms or differing investment strategies. The Adviser, in its discretion (or as required pursuant to an agreement), may waive, reduce or calculate differently the Management Fee with respect to any client or any investor in any Fund. Investors that are officers, employees or affiliates of the Adviser, members of the immediate families of such persons and trusts or other entities established by them or for their benefit and certain other persons in the discretion of the Adviser (“Internal Investors”) are not subject to Management Fees. Co-investment clients generally do not pay Management Fees. Performance-Based Compensation The Adviser receives performance-based compensation (“Performance Fees”) from certain clients, which is compensation that is based on a share of the capital appreciation of the assets of a client. Currently, the Adviser is entitled to receive Performance Fees with respect to the separately managed accounts that it manages. With respect to these separately managed accounts, the Adviser generally receives a Performance Fee which may be payable (x) subject to a high water mark or hurdle, (i) on certain fiscal year-ends or certain anniversaries of the initial contribution date or (ii) on a date triggered by a withdrawal, distribution or termination of the investment advisory agreement, or (y) on any date on which assets have been returned to the separately managed account’s owners. Variations in the above are set forth in the specific investment management agreement related to each applicable separately managed account. Separately managed account clients that are members of the immediate families of employees of the Adviser are not subject to Performance Fees. Incentive Allocations The general partner of certain applicable Funds (or the general partner of the master funds (the “Master Funds”) with respect to any Funds that are part of a master-feeder or mini-master

structure) (each a “General Partner”) is generally entitled to a performance allocation (the “Incentive Allocation”) from the applicable Funds. Each General Partner is affiliated with the Adviser and controlled by Mr. Mudrick. With respect to the Adviser’s open-end Funds, the Incentive Allocations generally range from 10% to 20% of the annual capital appreciation, if any, on the capital accounts or sub-accounts, as applicable, maintained with respect to each investor, subject in each case to a modified high water mark. Differences in performance allocations generally relate to differing liquidity terms or differing strategies. The performance allocation is calculated based on both realized and unrealized net profits and net losses, except with respect to Side Pocket Investments, where applicable. Generally, any capital depreciation in a fiscal year allocated to any investor’s capital account or sub-account, as applicable, is carried forward in a “loss recovery account” so that a reduced performance allocation is charged to that capital sub-account until a multiple of the losses has been recouped, subject to various adjustments. With respect to the Adviser’s closed-end funds, the Incentive Allocations generally range from 15% to 20% of the investment proceeds after the investors receive an annualized priority return and is based on the net proceeds distributed by the Funds to investors, as described in further detail in the confidential offering memorandum relating to these Funds. With respect to one of the closed-end funds, differences in performance allocations generally relate to the timing of each investor’s capital commitment. The General Partners, in their discretion (or as required pursuant to an agreement), may waive, reduce or calculate differently the Incentive Allocation with respect to any client or any investor in any Fund. Internal Investors are not subject to incentive allocations. Other Compensation The Adviser and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the clients that will neither be subject to an offset against any Management Fees nor will otherwise be shared with the clients, Fund investors and/or portfolio companies. For example, airline travel or hotel stays incurred as client expenses typically result in cash rebates, “miles,” credit card “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to the Adviser and/or such personnel (and not the clients, Fund investors and/or portfolio companies) even though the cost of the underlying service is borne by the clients, investors and/or portfolio companies. In addition, certain portfolio companies may provide “friends and family” discounts relating to the sale of its products and, from time to time, such discounts can be expected to be made available to the Adviser’s personnel and their families. B.

Payment of Fees.

Fees and compensation paid to the Adviser or its affiliates by a client are generally deducted from the assets of such client’s account, except in the case of the separately managed accounts the Adviser does not deduct fees from such clients’ assets and instead bills the client separately. As discussed above, management fees are generally charged or deducted on a monthly or quarterly basis and performance compensation is charged (or Incentive Allocation is reallocated,

as applicable) generally on an annual basis. If an investor withdraws all of its assets from a Fund, or a client withdraws all or some of the assets from its account on a termination of the advisory contract or otherwise, on any date other than the last day of a calendar month (though generally withdrawals from the Funds are not permitted mid-month), the management fee paid for that month with respect to the portion withdrawn will generally be prorated based on the number of days in such month or quarter that have elapsed and the modified net asset value attributable to the assets withdrawn (determined as of the date of withdrawal). If paid in advance, the pro rata portion of the management fee paid with respect to such assets from the date of withdrawal to the last day of that calendar month will be refunded by the Adviser to the Fund investor or, in the case of the separately managed accounts, refunded to the client if the contract is thereby terminated (or credited towards future monthly or quarterly management fees payable by the client if such withdrawal is a partial withdrawal). C.

Additional Fees and Expenses.

Each Fund bears its own expenses, which generally include, without limitation, the following: fees, costs and expenses incurred by the Funds, or by the applicable General Partner, the Adviser or their affiliates, in connection with the sourcing, investigating, identifying, researching, evaluating, developing, initiating, negotiating, structuring, making, acquiring, closing, consummating, holding, monitoring, maintaining, financing, refinancing, pledging, charging, mortgaging, restructuring or otherwise disposing of any of the Fund’s investments (including any investments that are ultimately not consummated), including, fees, costs and expenses incurred in connection with deal initiation, brokerage, underwriter (whether in the form of commissions or discounts), syndication, hedging, valuation, appraisal, due diligence, custodial, trustee, record keeping, lending, legal, attorney, accounting, auditing, administrator, tax, advisory, compliance and consulting services, ticket charges, clearing and settlement charges, custodial fees, fees, costs and expenses relating to short sales, interest expenses and other financing charges (including initial and variation margin); stock borrowing fees; fees, costs and expenses incurred in connection with attending industry conferences and obtaining research, data, analytics, business intelligence (including any “expert networks”), modeling, structuring, pricing and execution services, including the fees, costs and expenses of any subscriptions and any computer terminals for the delivery of such services; legal expenses relating to negotiation of ISDA agreements; expenses relating to proxy voting research; consulting, advisory, investment banking and other professional fees relating to particular investments or contemplated investments; research-related expenses (including fees for news and quotation equipment and connectivity costs and services, market data services and fees paid to third-party providers of research and software for managing and monitoring research and legal expenses); fees for investment-, operations-and-accounting-, portfolio- and trading-related software, including trade order management software and related connectivity costs; and fees, costs and expenses related to the formation and operation of any vehicle through which a Fund may hold investments; (ii) “Broken Deal Expenses” as defined below (including with respect to broken deals intended to involve co-investors and expenses that might have been assumed by such co-investors had such deals been consummated); (iii) any obligation to pay the principal amount of, interest on, insurance on, and any others fees, costs and expenses incurred in connection with any credit agreement or other similar arrangement entered into with a creditor and the fees, costs and expenses or professional advisers incurred in connection with entering into any such arrangement; (iv) “Travel and Related Expenses” as defined below;

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Please see Item 4 of this brochure for a description of the methods of analysis and investment strategies that the Adviser uses in formulating investment advice and managing assets. The descriptions set forth in this brochure of specific advisory services that the Adviser offers to clients, and investment strategies pursued and investments made by the Adviser on behalf of its clients, should not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this brochure, that the Adviser considers appropriate, subject to each client’s investment objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail substantial risks. Clients, and investors in the Funds, should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any client will be achieved. The Adviser has adopted a socially responsible investment policy (an “SRI Policy”). Generally, the Adviser’s SRI Policy is to integrate environmental, social and corporate governance (“ESG”) considerations into the investment management process and ownership practices where these factors have an impact on financial performance. In taking a practical view towards ESG, the Adviser recognizes that the relative impact of ESG factors may vary across various industries and geographies. When assessing potential investments and monitoring existing investments, the Adviser will consider ESG factors as part of its overall due diligence, investment thesis and risk mitigation analysis in situations where these factors will or are likely to have an impact on financial performance of the applicable investment. More information about the SRI Policy is available to Clients or Fund investors upon request to the Adviser. B.

Material, Significant or Unusual Risks Relating to Investment Strategies.

The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the clients advised by the Adviser. These risk factors include only those risks the Adviser believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by the Adviser. Fund investors should refer to the Funds’ offering documents for a more complete description of the risk factors. General Risks Investment-Related Risks. The securities business is speculative, prices are volatile and market movements are difficult to predict. Supply and demand for securities change rapidly and are affected by a variety of factors, including interest rates, housing prices, merger activities, regulation, unemployment, wage growth and general economic trends. In addition to these general investment risks, the Adviser may use investment techniques that may subject clients to certain risks; some, but not all, of these risks are summarized herein.

Investment and Trading Risks Generally. An investment with the Adviser involves a high degree of risk, including the risk that the entire amount invested may be lost. Generally, the Adviser will invest client assets in and actively trade securities and other financial instruments using strategies and investment techniques with significant risk characteristics, including risks arising from the volatility of the global equity, currency and fixed income markets, short sales, leverage, the potential illiquidity of derivative instruments and other portfolio investments, loss from counterparty defaults and borrowing to meet redemption requests. No guarantee is made that any client’s investment program or overall portfolio or various investment strategies used or investments made will have low correlation with each other or that such client’s returns will exhibit low long-term correlation with an investor’s traditional securities portfolio. A client’s investment program may use such investment techniques as margin transactions, option transactions, swap and other derivative transactions, short sales and forward and futures contracts, which practices involve substantial volatility and can, in certain circumstances, substantially increase the adverse impact to which such client may be subject. All investments made by a client risk the loss of capital. No guarantee or representation is made that any client’s investment program will be successful, that any client will achieve its investment objective or that there will be any return of capital invested to investors in the clients, and investment results may vary substantially over time. Suitability of Investment. An investment in a client, including the Funds, is not suitable for all investors. An investment is suitable only for sophisticated investors and an investor must have the financial ability and experience to understand, the willingness to accept, and the financial resources to withstand, the extent of their exposure to the risks and lack of liquidity inherent in an investment in the Fund. Investors with any doubts as to the suitability of an investment in the Fund should consult their professional advisors to assist them in making their own evaluation of the merits and risks of investment in the Fund in light of their own circumstances and financial condition. An investment in the Fund requires a long-term commitment, and there can be no assurance that the Fund’s investment objectives will be achieved or that there will be any return of capital. Broad Discretionary Power to Choose Investments and Strategies. The Adviser generally has broad discretionary power to decide what investments clients will make and what strategies they will use. While the Adviser currently intends to use the strategies described herein and in the confidential offering memoranda or investment management agreements of the clients, it is not obligated to do so for certain clients, and for such clients the Adviser may choose any other investments and strategies that it believes are advisable, consistent with the client’s investment objectives and relevant disclosure documents. Valuation of Illiquid Assets. Valuations of a client portfolio, which will affect the amount of the management fee and the incentive allocation, are expected to involve uncertainties and discretionary determinations. From time to time, third-party pricing information may not be generally available regarding a portion of the client’s securities, derivatives and other assets. If the valuation of a client should prove to be incorrect, the net asset value of such client could be adversely affected. Limited Liquidity. For a variety of reasons, an investment in certain clients, including the Funds, is suitable only for certain sophisticated investors who have no need for liquidity in the

investment. In general, there is no public market for interests in the Funds, and no such market is expected to develop in the near future, and such interests may not be sold, transferred or assigned without the written consent of an affiliate of the Adviser, which may be granted or withheld in such person’s discretion. In addition, as a general matter, an investor’s ability to make withdrawals will be subject to limitations described in the offering memorandum of the applicable Fund (or the investment management agreement for the client). In particular, investments in the Adviser’s closed-end Funds represent highly illiquid investments and should be acquired only by investors who are able to commit their funds for an indefinite period of time given that investors in such closed-end Funds may not be able to liquidate their investments prior to the completion of the winding up of those Funds. Recourse to the Fund’s Assets. The assets of the Fund, including any investments and any cash held by the Fund, will be available to satisfy all liabilities and other obligations of the Fund. If the Fund becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Fund assets generally and not be limited to any particular asset. Limited Operating Histories. The Adviser and certain clients have limited operating histories upon which prospective investors can evaluate their performance. Clients’ investment programs should be evaluated on the basis that there can be no assurance that the Adviser’s assessment of the short-term or long-term prospects of investments will prove accurate or that such clients will achieve their investment objective. Dependence on Key Individuals. Investors in clients will have no authority to make decisions or to exercise discretion on behalf of such clients. The authority for such decisions will generally be delegated to the Adviser. The success of the clients will be significantly dependent upon the expertise of the investment management team. There can be no assurance that this team will be successful in implementing any client’s investment objectives. The Adviser or its principals also serve as general partner, managing member, investment adviser or investment manager to other clients. Furthermore, the Adviser’s investment personnel are not required to devote all of their time to the Adviser, and there can be no assurance that any principal of the Adviser will continue to remain associated with the Adviser. Absence of Regulatory Oversight. Clients are not required to, and will not, register as investment companies under the Investment Company Act, in reliance upon an exclusion from the definition of “investment company” thereunder. The Funds rely on the exclusion from the definition of investment company provided by Section 3(c)(7) of the Investment Company Act, limiting the availability of interests in the Funds only to persons who are “qualified purchasers” as defined in Section 2(a)(51) of the Investment Company Act. Accordingly, the provisions of the Investment Company Act (which may provide certain regulatory safeguards to investors) are not applicable. In addition, because securities of the clients expected to be held by brokers generally will not be held in segregated accounts, a failure of any such broker is likely to have a greater adverse impact on such clients than if such securities were registered in such client’s name. Under the provisions of the Securities Investor Protection Act of 1970, as amended, the bankruptcy of a client’s prime broker might have a greater adverse effect on such client than would be the case if such prime broker was required to mark the client’s securities as property of the client and to

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As noted above, the Adviser provides advice to the Funds, which are private investment funds, and to separately managed account clients. Investors in the Funds may include, but are not limited to, high net worth individuals, pension funds and profit-sharing plans, trusts, estates, charitable organizations, corporations, business entities, endowments, institutional investors, insurance companies or other pooled investment vehicles. Separately managed account clients may include, but are not limited to, high net worth individuals, trusts, charitable organizations, corporations, business entities, endowments, pension funds, institutional investors or other pooled investment vehicles (other than investment companies). As described elsewhere herein, the investment objectives and strategy of the Funds are set forth in confidential private offering memoranda and are summarized in Item 4. Certain Funds and separately managed accounts have been setup to co-invest in only a specific subset of opportunities or companies. The Adviser also provides investment advisory services to separately managed accounts. The investment objectives and strategy of the separately managed accounts are generally consistent with those of the Funds. The minimum initial investment in the Adviser’s open-end Funds by an investor is generally $1 million and the minimum initial investment in the Adviser’s closed-end Funds by an investor is generally $5 million, subject in each case to the discretion of each Fund to accept lesser amounts. The minimum investment amounts generally do not apply to Internal Investors. Each prospective investor in a Fund is required to certify that the interests subscribed for are being acquired, directly or indirectly, for the account of a person or entity that is an “accredited investor”, as defined in Regulation D under the Securities Act, and a “qualified purchaser”, as defined under Section 2(a)(51)(A) of the Investment Company Act (or a “knowledgeable employee” pursuant to rule 3c-5 under the Investment Company Act).

The Adviser and its affiliates accept performance-based fees (or incentive allocations) from every client. Investors should be aware that the receipt of performance-based fees (or incentive allocations) may create an incentive for the Adviser to make investments that are riskier or more speculative than would be the case if such arrangement were not in effect, or to allocate more desirable investment opportunities to clients that already have generated positive performance in a given period in which performance-based compensation is calculated. In addition, because performance-based compensation is calculated on a basis that includes unrealized appreciation of a client’s assets, it likely will be greater than if such compensation were based solely on realized gains. Item 5 above describes the incentive allocations and performance fees received by the Adviser (or its affiliate) from its clients. Neither any affiliate of the Adviser nor any supervised persons of the Adviser receive additional performance-based compensation from clients. There are additional actual and potential conflicts of interest inherent in the Adviser’s organizational structure and operation, certain of which are described below. The discussion below does not purport to be a comprehensive discussion of all of the conflicts of interest associated with the Adviser and an investment in any client. Each client’s offering memorandum, investment management agreement, sub-advisory agreement, and supplemental disclosure document or other governing document, as applicable, contain additional information with respect to the actual and potential conflicts associated with an investment in such client. Because the Adviser manages accounts for multiple clients, the potential exists for one client to be favored over another client. In particular, (i) the rates of asset-based fees and performance-based compensation are higher for some clients than for other clients, (ii) some clients may have investors with positive “loss recovery accounts” that result in an effectively lower incentive allocation rate overall for such client and (iii) different clients use differing amounts of leverage. Accordingly, the Adviser has an incentive to favor clients that pay higher performancebased compensation or higher asset-based fees or, potentially, that use a higher degree of leverage. In addition, certain affiliates and employees of the Adviser (as well as their respective principals and certain personnel) invest in the Funds. Because of the allocation of proprietary capital, the Adviser has an incentive to favor clients that contain more proprietary capital. These factors create a conflict of interest with respect to the allocation of investment opportunities among the clients with the same or substantially similar strategies. However, the Adviser is committed to allocating investment opportunities on a fair and equitable basis and has established order aggregation and allocation policies and procedures to address the potential conflict of interest. (Please see Item 11 for a description of the Adviser’s order aggregation and allocation policies and procedures.) Certain of the Adviser’s clients are expected to invest in different parts of the capital structure of issuers in which certain other clients also invest. It is expected that certain clients will often invest in the subordinated and/or unsecured debt of such issuers, while other clients will

invest in the more senior, secured debt. As such, there may be instances during a restructuring, insolvency or bankruptcy where the Adviser and its affiliates will be presented with decisions in which the interests of clients are in conflict. While it is expected that, in many cases, activity conducted on behalf of certain clients will be beneficial to the other clients, such other clients’ interests may also be adversely affected by virtue of those clients’ involvement and actions relating to its investment. For example, actions taken by the Adviser on behalf of certain clients may result in expense and delay in realizing returns on other clients’ investments that would not have resulted in the absence of such action by the Adviser. Such expense and delay may result in losses to those clients or otherwise reduce the return that would be realized by those clients in the absence of such actions. In addition, from time to time, the Adviser will be required to decide whether costs and expenses are to be borne by one or more clients, on the one hand, or the Adviser and/or its affiliates, on the other hand, and/or whether certain costs and expenses should be allocated between or among clients, including any co-investment vehicles or separately managed accounts. In particular, where expenses are attributable to multiple clients, the Adviser generally intends to allocate (i) expenses related to investments in issuers that are not ultimately consummated based on the assets under management of each client, (ii) expenses relating to any investments in issuers that are consummated based on the relative size of each client’s investment and (iii) shared operating or general expenses based upon assets under management of each client. It should be noted that it generally will not be possible to separate expenses relating to researching, evaluating and diligencing particular issuers whose securities would be appropriate for multiple clients into portions attributable to specific securities (e.g., if different clients are investing in different tranches of debt of such issuer) and, in such cases, aggregate expenses will be treated as shared investment expenses and allocated to such multiple clients according to the principles referenced above for the allocation of shared investment expenses. The Adviser will make such judgments, which may be based, in certain cases, on good faith estimates, in its fair and reasonable discretion, notwithstanding its interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. Finally, the Adviser or its affiliates (or the Board of Directors of certain Funds in consultation with the Adviser) generally has the ability to waive notice requirements or permit redemptions or withdrawals under such other circumstances and conditions as it deems appropriate or as may be required. Such other circumstances and conditions include instances where a client (or an investor in a Fund) is maintaining exposure to the general strategy of that Fund but moving, or committing, their redeemed amounts to an investment vehicle managed by the Adviser that has more restrictive liquidity terms.

Broker-Dealer Registration Status.

The Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a broker-dealer or registered representative of a broker-dealer. B. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status. The Adviser and its management persons are not registered as, and do not have any application pending to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. C.

Material Relationships or Arrangements with Industry Participants.

The Adviser does not, but may in the future, recommend from time to time for clients to make investments in the Funds or in any additional funds or products. Mudrick GP, LLC, Mudrick Distressed Opportunity Drawdown Fund GP, LLC, Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, Mudrick Distressed Opportunity Drawdown Fund III GP, LLC, Mudrick Stressed Credit Fund GP, LLC, Mudrick Distressed Opportunity 2020 Dislocation Fund GP, LLC, Mudrick Distressed Opportunity SIF GP, LLC, Mudrick Opportunity Co-Investment Fund GP, LLC, and Mudrick Co-Investment Opportunity III GP, LLC, the general partners of various Funds and affiliates of the Adviser, are each responsible for the business and affairs of certain Funds. As described above in Item 4.B.1, the Adviser has formed the UK Affiliate for purposes of conducting regulated activities in the UK, including investment or research activities, marketing activities or performing other functions. Mudrick Capital Management (UK) Ltd is an Appointed Representative of Kroll Securities Ltd. (FCA Number: 466588), which is authorized and regulated by the FCA. D.

Material Conflicts of Interest Relating to Other Investment Advisers. The Adviser does not recommend or select other investment advisers for its clients.

The Adviser has adopted a code of ethics (“Code of Ethics”), which is designed to (i) foster compliance with applicable federal statutes and regulatory requirements, (ii) minimize circumstances that may lead to or give the appearance of conflicts of interest with clients, insider trading, or unethical business conduct as well as (iii) promote a culture of high ethical standards. Among other things, the Code of Ethics governs personal securities trading by the Adviser’s personnel. Employees of the Adviser generally may not purchase any single-name corporate equity or debt security, though employees are permitted to trade securities such as exchange-traded funds (ETFs), open-ended mutual funds, money market instruments, and U.S. Treasury securities. If any employee has any direct or indirect beneficial ownership in any non-excepted security as of the date he or she joined the Adviser, any sale of that security thereafter must be cleared, in advance and in writing, by the Adviser’s Chief Compliance Officer. Spouses of Employees are permitted to purchase or sell single-name corporate equity or debt securities with preclearance, in advance and in writing, by the Adviser’s Chief Compliance Officer. Employees must also pre-clear transactions in various types of limited offerings. In addition, the Code of Ethics requires employees to disclose their personal securities holdings and transactions to the Adviser on a regular basis. The Adviser also maintains insider trading policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. The Adviser’s personnel are required to certify their compliance with the Code of Ethics, and the Insider Trading Policies, on a regular basis. The Adviser’s Insider Trading Policies prohibit the Adviser and its personnel from trading for clients or themselves, or recommending trading, in securities of a company while in possession of restricted material, non-public information about the relevant issuer in violation of the law (“Inside Information”). By reason of its various activities, the Adviser may become privy to Inside Information or be restricted from effecting transactions in investments that might otherwise have been initiated. The Adviser has designed and implemented policies in order to comply with the requirements of the federal securities laws relating to insider trading. Among other things, those policies and procedures seek to control and monitor the flow of Inside Information (if any) to and within the Adviser, as well as prevent trading on the basis of Inside Information in violation of the law. Clients and prospective clients may request a copy of the Code of Ethics by contacting the Adviser at the address or telephone number listed on the first page of this document.

B.

Securities in which the Adviser or a Related Person Has a Material Financial Interest.

1.

Cross Trades

On occasion and to the extent permitted by law and as deemed advisable by the Adviser, the Adviser may effect rebalancing or internal “cross” transactions between clients. In such cases, one client will purchase securities or other financial instruments held by one or more of the other clients or will sell securities or other financial instruments to one or more of the other clients. The Adviser may enter into such cross transactions on behalf of the clients for liquidity, portfolio rebalancing or other reasons. Any such transactions will be conducted in accordance with, and subject to, the Adviser and/or its affiliates’ fiduciary obligations to each client, as applicable. The terms of any such cross transactions will be commercially reasonable and will be based on the then current market price and consistent with valuation procedures established by the Adviser. Neither the Adviser nor any of its affiliates receive special fees or other compensation in connection with “cross” transactions. While these transactions are reviewed for their arm’s length nature, they may ultimately be materially more beneficial to one of the parties to such cross trade or transaction than to the other. These cross transactions generally will be effected using third-party brokers. Expenses incurred in connection with such cross transactions will be allocated equitably in the sole discretion of the Adviser between the clients that are parties to the cross transaction. In connection with such cross transactions, the Adviser may seek to negotiate certain discounts (in the form of reduced bid/ask spreads, commissions or otherwise) with the third-party brokers executing such trades. In such cases, the benefits from such negotiation will be shared among participating accounts in a manner that the Adviser deems equitable to all participating accounts. From time to time, the Adviser may sell a portion of an asset representing an outsized position out of one client to a purchaser who subsequently establishes a separately managed account with the Adviser to manage that asset. Any such transactions will be done in accordance with the Adviser’s fiduciary duties, and will be transacted at the then current market price of the asset and consistent with valuation procedures established by the Adviser. 2.

Principal Transactions

To the extent that cross transactions may be viewed as principal transactions due to the ownership interest in a fund by the Adviser and its personnel, the Adviser will either not effect that transaction or will comply with the requirements of Section 206(3) of the Advisers Act, including that the Adviser will notify the relevant Fund (or an independent representative of that Fund) in writing of the transaction and obtain the consent of that Fund (or an independent representative of that Fund). C.

Investing in Securities that the Adviser or a Related Person Recommends to Clients. See Item 11(A) for a description of the Adviser’s personal trading policy.

D.

Conflicts of Interest Created by Contemporaneous Trading.

1.

Allocations of Trades and Investment Opportunities

It is the policy of the Adviser to allocate investment opportunities fairly and equitably over time. This means that these opportunities will be allocated among those clients for which participation in the respective opportunity is considered appropriate, taking into account, among other considerations (a) whether the risk-return profile of the proposed investment is consistent with the account’s investment objectives, whether these objectives are considered (i) solely in light of the specific investment under consideration or (ii) in the context of that account’s overall holdings; (b) the potential for the proposed investment to create an imbalance in the account’s portfolio; (c) liquidity requirements of the account or anticipated cash flows into the account; (d) tax considerations; (e) regulatory restrictions that would or could limit an account’s ability to participate in a proposed investment; and (f) the need to re-size risk in the account’s portfolio. These considerations may result in allocations among the clients on other than a pari passu basis or, with respect to pari passu allocations, on a basis other than pro rata based on assets under management of the participating clients. 2.

Order Aggregation and Average Pricing

The Adviser may, but is not obligated to, bunch orders for the purchase or sale of the same securities for the clients, where the Adviser deems this to be appropriate, in the best interests of client accounts and consistent with applicable regulatory requirements. When a bunched order is filled in its entirety, each participating client account, including a Fund, participates at the average price for the bunched order on the same business day, and transaction costs are shared pro rata based on each client’s participation in the bunched order. When a bunched order is only partially filled, the securities purchased are allocated on a pro rata basis to each client participating in the bunched order based upon the initial amount requested for the client, subject to certain exceptions, and each participating client participates at the average share price for the bunched order on the same business day.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions.

As noted previously, the Adviser has full discretionary authority to manage the investments of the client accounts, including the authority to make decisions with respect to which securities are bought and sold (subject to any investment restrictions or objectives applicable to that client account), the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or mark-ups or mark-downs paid. It is the Adviser’s policy to place trades for execution for the clients with broker-dealers on the basis of seeking best execution and in consideration of relevant factors, including, but not limited to: price quotes; commission rates and overall cost of execution; the size of the transaction and ability to find liquidity; the broker-dealer’s promptness of execution; confidentiality considerations; the nature of the market for the financial instrument; the timing of the transaction; the difficulty of execution; the broker-dealer’s expertise in the specific financial instrument or sector in which the clients seek to trade; the extent to which the broker-dealer makes a market in the financial instrument involved or has access to those markets; the broker-dealer’s skill in positioning the financial instruments involved; the broker-dealer’s financial stability; the brokerdealer’s reputation for diligence, fairness and integrity; the quality of service rendered by the broker-dealer in other transactions for the Adviser; the quality and usefulness of brokerage and research services and investment ideas presented by the broker-dealer or third parties; the brokerdealer’s willingness to correct errors; the broker-dealer’s ability to accommodate any special execution or order handling requirements that may surround the particular transaction; and other factors deemed appropriate by the Adviser. In addition, the Adviser may place brokerage orders with certain brokers or dealers that act as placement agent for a client or otherwise refer investors to a Fund, but will only do so if such brokers or dealers are deemed qualified to provide best execution. The Adviser will select and approve broker-dealers to execute client transactions based on a totality of circumstances, including any or all of the factors outlined above or other factors. This means that a broker-dealer offering the most favorable commission or spread may not always be selected to execute a particular transaction. The Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. The securities transactions of the Adviser’s clients are expected to generate a substantial amount of brokerage commissions, mark-ups and mark-downs, all of which will be obligations of the clients and not the Adviser. In addition to using brokers as “agents” and paying commissions, the Adviser may direct a client to buy or sell securities directly from or to dealers acting as principal at prices that include mark-ups or mark-downs, and may buy securities from underwriters or dealers in public offering that include compensation to the underwriters and dealers. 1.

Research and Other Soft Dollar Benefits.

The Adviser has not in the past, but may in the future cause its clients to pay a broker or dealer, which provides eligible brokerage and research services that benefit the Adviser, commission rates that are more costly than “execution only” rates; but only if (i) the Adviser determines in good faith that the amount is reasonable in relation to the services in terms of the particular transaction or in terms of the Adviser’s overall responsibilities with respect to the accounts as to which it exercises investment discretion, (ii) payment is made in compliance with the provisions of Section 28(e) of the Exchange Act, other applicable state and federal laws and each client’s respective governing documents (or investment management agreement) and (iii) in the opinion of the Adviser, the total commissions paid by each client will be reasonable in relation to the benefits to that client over the long term. The performance allocation and the management fee will not be reduced as a result of the receipt by the Adviser of such research services, if applicable. The brokerage and research services provided may not be used solely for the clients and accounts which generated the brokerage commissions, but may be used to service all of the Adviser’s clients. The Adviser is not required to allocate the benefits provided with a particular soft dollar expenditure to a particular client and may not do so. Although the Adviser seeks best execution of all transactions, obtaining research and services by means of soft dollars represents a conflict of interest since it enables the Adviser to receive research and services that it might otherwise have had to purchase or produce with its own assets. Nonetheless, the Adviser believes that such investment information would provide each client with benefits by supplementing the research otherwise available to such client. Generally, research services provided by brokers may include written information and analyses concerning specific securities, companies, industries or sectors; news, quotation, statistics and pricing services; discussions with research personnel; invitations to attend conferences or meetings or discussions with research analysts, management teams or industry consultants; reports on particular industries and companies; macroeconomic or industry periodical subscriptions; analysis on accounting and tax interpretations, political developments and legal developments affecting portfolio securities; market reports; pricing and appraisal services; credit, risk measurement and performance analysis; and analysis of corporate responsibility issues. Research services may be received in the form of written reports, telephone contacts, and meetings with security analysts. In addition, these research services may be provided in the form of access to various computer-generated data and computer software. In some cases, research services are generated by third parties. In these circumstances, research prepared by a third party other than the broker who executed the transaction must be “provided by” a broker-dealer that is involved in “effecting” the trade for an account managed by the Adviser. For purposes of the Section 28(e) safe harbor, a broker-dealer is involved in “effecting” a trade where (i) it executes, clears or settles the trade, or (ii) performs at least one of the following four functions: (a) assumes financial responsibility for all customer trades until the clearing broker-dealer has received payment (or securities) (i.e., is at risk for the customer’s failure to pay); (b) makes and/or maintains records relating to customer trades required by the SEC and self-regulatory organizations; (c) monitors and responds to customer comments concerning the trading process; or (d) generally monitors trades and settlements. For purposes of the Section 28(e) safe harbor, a broker-dealer “provides” research where it either: (i) is legally obligated to pay for the research or (ii) where a broker-dealer is not legally obligated to pay for the research, it (a) pays the research preparer directly, (b) reviews the description of the product or service for red flags that indicate the services are not within the safe harbor and agrees with the Adviser to use commissions only to pay for those items that

reasonably fall within the safe harbor; and (c) implements procedures to ensure that research payments are documented and paid for promptly. If less than 100% of a product or service is used for assistance in the Adviser’s decisionmaking process, the Adviser will consider the product as a “mixed-use” product. With mixed-use products, the Adviser will make a good faith allocation between the research and non-research benefits and will use commissions to pay for only that portion of the product used by the Adviser to formulate investment decisions and will use its own funds to pay for the portion of the product that is used for non-research purposes. With respect to “mixed-use” products, in making good faith allocations of costs between research and non-research benefits, a conflict of interest may exist by reason of the Adviser’s allocation of the costs of these benefits and services between those that primarily benefit the Adviser and those that primarily benefit its clients. The Adviser may share research with its affiliates, including the General Partners. The Adviser may have an incentive to select or recommend a broker-dealer based on the Adviser’s interest in receiving the research or other products or services, rather than on clients’ interest in receiving most favorable execution. 2.

Brokerage for Client Referrals.

The Adviser does not consider, in selecting or recommending broker-dealers, whether the Adviser or a related person receives client referrals from a broker-dealer or third party. However, as discussed above, subject to best execution, the Adviser may consider, among other things, capital introduction and marketing assistance with respect to investors in the Funds in selecting or recommending broker-dealers for the Funds. 3.

Directed Brokerage.

The Adviser does not recommend, request or require that a client direct the Adviser to execute transactions through a specified broker-dealer. In accordance with SEC guidance relating to Section 28(e), where a broker-dealer involved in “effecting” trades performs only one of the four minimum related functions specified by the SEC, it must take steps to see that the other functions have been reasonably allocated to another broker-dealer in the arrangement in a manner consistent with its obligations under SEC or SRO rules. B.

Order Aggregation. Please see Item 11(D) for a description of the Adviser’s order aggregation procedures.

Economic Benefits for Providing Services to Clients.

Other than as set forth under Item 5(a) “Other Compensation,” the Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services to the Adviser’s clients. B.

Compensation to Non-Supervised Persons for Client Referrals.

Neither the Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals. The Adviser has retained non-exclusive placement agents to introduce potential investors to the Funds. The agents receive a portion of the management fees otherwise paid to the Adviser in connection with investors introduced to the Funds by such agent.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Adviser’s advisory business or the integrity of the Adviser’s management.

Frequency and Nature of Review of Client Accounts or Financial Plans.

The Adviser performs various daily, weekly, monthly, quarterly and other periodic reviews of each client’s portfolio. These reviews are conducted by the Adviser’s Chief Investment Officer and certain other members of the investment and trading teams. The Chief Investment Officer, with the aid of the Adviser’s Investment Committee, monitors client accounts and focuses on, among other things, market exposure, market risks and position concentration by company, industry and countries. B.

Factors Prompting Review of Client Accounts on Other than a Periodic Basis.

Client accounts are reviewed on a periodic basis, but a review of client accounts on other than a periodic basis may be triggered by any unusual activity or special circumstances. No formalized stop loss mechanism is used but if a position moves significantly against the portfolio it is re-evaluated. If the thesis has changed such position may be trimmed or exited completely. C.

Content and Frequency of Account Reports to Clients.

The Adviser generally provides annual written reports containing audited financial statements within 120 days following the end of the Funds’ fiscal year to each such client. In addition, the Adviser provides investors in each such Fund with estimates of the Fund’s performance and written capital account statements on a monthly or quarterly basis, and other information as the Adviser may, from time to time, deem advisable and desirable. The Adviser provides various account reports to the separately managed accounts on a periodic basis as applicable based on the investment management agreement with each such account.

The Adviser is deemed to have custody of certain client funds and securities because it has the authority to obtain possession of client funds or securities, for example, by deducting advisory fees from a client’s account or otherwise withdrawing funds from a client’s account. Where the Adviser is deemed to have custody, account statements related to the clients are sent by qualified custodians to the Adviser. The Adviser does not have custody with respect to the separately managed accounts. The Adviser is subject to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”). However, it is not required to comply (or is deemed to have complied) with some requirements of the Custody Rule with respect to each Fund because it complies with the provisions of the socalled “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, and requires that each Fund distribute its audited financial statements to all investors within 120 days of the end of its fiscal year.

The Adviser entered into an investment management agreement, or similar agreement, with each Fund or separately managed account, pursuant to which the Adviser was granted discretionary trading authority. The Adviser’s investment decisions and advice with respect to each Fund and the separately managed accounts are subject to each client’s investment objectives and guidelines, with respect to each Fund, as set forth in their respective offering documents, and with respect to each separately managed account, as set forth in their respective investment management agreement.

In accordance with SEC requirements, the Adviser has adopted Proxy Voting Policies and Procedures (the “Policies”) to address how the Adviser shall vote proxies for the Funds’ or separately managed accounts’ portfolio investments. The Policies seek to ensure that the Adviser votes proxies (or similar instruments) in the best interest of the clients, including when there may be conflicts of interest in voting proxies. The Adviser does not anticipate any conflicts of interest between the Adviser and the clients in terms of proxy voting. If the Adviser, however, encounters an identifiable conflict of interest with respect to a particular vote, within a sufficient time period before a vote, the Adviser will not put its own interests ahead of those of any client and will resolve any possible conflicts between its interests and those of the client in favor of the client. In the event that a potential conflict of interest arises, the Adviser will determine on a case-by-case basis how to vote the proxy consistent with the best interests of the clients and in a manner consistent with the Policies. If a conflict of interest is considered material (i.e., if it is determined that the conflict has the potential to influence the Adviser’s decision in voting the proxy), the Adviser will generally refrain from exercising its discretion to vote the proxy and instead refer the vote to an independent party for consideration. If it is determined that such conflict or potential conflict is not material, the Adviser may vote the proxy. Clients may obtain a copy of the Policies and/or information regarding how the Adviser voted proxies for particular portfolio companies by contacting the Adviser.

The Adviser is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.