Navy Capital Green Management, LLC

General Description of Navy Navy, a New York limited liability company, which commenced operations in April 2017, is an investment adviser to private investment funds. The principal owners of Navy are Sean Stiefel, John Kaden and Chetan Gulati. Navy has been registered with the SEC since April 2019. Navy provides investment advisory services on a discretionary basis to the following domestic and offshore private investment funds (each, a “Fund” and collectively the “Funds”):    

Navy Capital Green Fund, LP, a Delaware limited partnership (the “Green Fund”) Navy Capital Green International Ltd., a Cayman Islands exempted company with limited liability (the “Offshore Fund”) Navy Capital Green Co-Invest Fund, LLC, a Delaware series limited liability company (the “CoInvest Fund”) Navy Capital Green Holdings, LLC, a Delaware limited liability company (the “Holdings, LLC”)

The Green Fund serves as the master fund to the Offshore Fund and may in the future serve as the master fund to one or more other feeder funds for which Navy (or an affiliate) serves as investment manager. The primary investment objective of the Green Fund is to compound capital at a superior rate with prudence over time by investing in the emerging secular growth opportunity presented by the global legalization, proliferation, and evolution of medical and/or adult-use cannabis. The Co-Invest Fund operates as a co-investment vehicle alongside the Green Fund and is utilized to offer investors in the Green Fund and other investors the opportunity to increase their allocation to certain investments in the Green Fund. Holdings, LLC is a special purpose vehicle for holding and liquidating certain illiquid investments granted to Holdings, LLC by the Green Fund. Notwithstanding the foregoing, subject to any limitations in the governing documents of the Funds, Navy is not limited with respect to the types of investments in which it may invest. Navy has and may in the future provide discretionary or non-discretionary advisory services, either directly or in a sub-advisory capacity, to other investment funds or separately managed accounts. The Funds and any separately managed accounts advised by Navy from time to time are referred to collectively herein as “Clients”. Navy advises each Fund in an attempt to achieve the Funds’ investment objectives (consistent with any guidelines and/or restrictions that may be imposed thereon) and does not tailor its advice to the individual needs of any investor in such Fund. Fund investors are not clients of Navy by virtue of their ownership in such Funds (and do not enter into investment management agreements with Navy) and therefore generally may not impose any restrictions on the way in which Navy provides advice. Navy’s management of each Fund is subject to the terms of its investment management agreement with the applicable Fund (the “Investment Management Agreement”). The information contained in this Brochure is qualified in its entirety by reference to disclosures made in each Funds’ offering memorandum, limited partnership agreement, operating agreement, memorandum and articles of association and/or subscription agreement as applicable (collectively, the “Governing Documents”), which should be carefully reviewed prior to making an investment decision. In no event -4-

should this Brochure be considered an offer to sell or a solicitation to buy interests in any Fund or relied upon in determining to invest in any such Fund. The securities of the Funds are offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S. laws. Significant suitability requirements apply to prospective investors in the Funds, including requirements that they be “accredited investors” as defined in Regulation D, “qualified purchasers” as defined in the Investment Company Act, or non-”U.S. Persons” as defined in Regulation S. This Brochure is designed to provide general disclosure about Navy’s advisory business for the purpose of compliance with certain regulatory obligations under theInvestment Advisers Act of 1940, as amended (the “Advisers Act”), and, as such, may differ from (and does not necessarily include all) the information provided in a Fund’s offering memorandum and other related Governing Documents. Wrap Fee Programs Navy does not currently participate in wrap fee programs. Regulatory Assets Under Management As of December 31, 2022, Navy managed, on a discretionary basis, approximately $153,863,229 of regulatory assets under management.

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Navy, either directly or indirectly through an affiliate, receives management fees and incentive allocations in connection with the management of the Funds. The fees and allocations applicable to the Funds are set forth in the relevant Investment Management Agreement and/or each applicable Fund’s Governing Documents. A brief summary of such fees is provided below. Management Fee Investors in the Funds generally pay Navy a management fee that ranges between 1% and 2% per annum (the “Management Fee”) of each Fund investor’s capital account balance as of the beginning of the month. With respect to investors in certain Funds who have made a full withdrawal of their capital account and whose only remaining interest in such Fund is in one or more “Special Situation Sub-Account(s)”, the Management Fee would be reduced to 0.25% per annum of the “Book Values” of such“Special Situation SubAccount(s)” as of the first anniversary of such Fund investor’s effective withdrawal date. With respect to the Co-Invest Fund, Management Fees are based on capital commitments and are charged in arrears on an annual basis and/or are payable out of the distribution proceeds of a portfolio investment. Incentive Allocation Navy and/or its affiliates will be entitled to receive an incentive allocation (the “Incentive Allocation”) of up to 20% of net profits (including realized and unrealized gains), after deducting Management Fees and after making up for any losses carried forward from prior period(s). The timing of such Incentive Allocation varies depending on the Fund and, within particular Funds, on the terms of each class of interest or shares of such Fund, as set forth in the relevant Fund’s Governing Documents. See Item 6 for further discussion regarding performance-based compensation. Investors in Holdings, LLC are not charged a Management Fee or an Incentive Allocation. Navy and/or its affiliates occasionally enters into side letter agreements with certain investors in the Funds which provide certain investors with additional and/or different rights than the other investors in such Fund (including but not limited to reduced fees, access to information, minimum investment amounts and liquidity terms). Navy reserves the right to waive, reduce, rebate, or calculate differently the Management Fee and/or Incentive Allocation with respect to any investor in a Fund or with respect to certain Clients, including, without limitation, the current or former Navy principals and employees and their family members and any other entity organized or formed by any of the foregoing for tax, estate planning or charitable purposes. Navy typically deducts its fees directly from the Clients’ accounts. Expenses In addition to the fees and allocations described above, each Fund generally pays expenses incurred by it and reimburses Navy or its affiliates for certain expenses incurred on its behalf. Each Fund shall bear those expenses as set forth in the appropriate Governing Documents, as amended from time to time, including, but not limited to, some or all of the following: investment-related expenses (whether such investments are consummated or not) (e.g., brokerage commissions, exchange deposit and withdrawal fees, clearing and settlement charges, custodial fees, interest expenses, expenses relating to consultants, brokers or other professionals or advisors who provide research, advice or due diligence services with regardto investments, appraisal fees, and investment banking expenses); due diligence costs (including travel, such as, but not limited to, air and ground travel, lodging and meals); research costs and expenses (including fees for news, quotation and similar information and pricing services); registered agent/office fees; legal expenses (including, without -6-

limitation, the costs of ongoing legal advice and services, blue sky filings, securities filings (including Schedules 13D or 13G), and all costs and expenses related to or incurred in connection with Navy’s compliance obligations under applicable Federal, state or non-U.S. laws arising out of its relationship with the Funds, as well as extraordinary legal expenses, such as those related to litigation or regulatory investigations or proceedings; Management Fees; accounting fees and audit expenses; administrative fees; tax preparation expenses and any applicable tax liabilities (including transfer taxes and withholding taxes); valuation agent fees and expenses; other governmental charges or fees payable by the Funds; director and officer and/or errors and omissions liability insurance premiums or fiduciary liability insurance premiums for directors, officers, and personnel of Navy or its affiliates; costs of printing and mailing reports and notices; expenses incurred with regard to “special situation investments”; other similar expenses related to the Fund, in Navy or its affiliates’ sole discretion. To the extent that expenses are attributable to multiple Funds, such amounts will be allocated in accordance with Navy’s expense allocation policies, pursuant to which Navy will generally allocate such expenses pro rata based upon the respective position size of such applicable Fund when the expense is attributable to a specific investment and will generally allocate such expenses pro rata based upon the respective net asset value of such applicable Fund when the expense is not attributable to a specific investment. Notwithstanding the foregoing, Navy may make non-pro rata allocations as permitted by the expense allocation policy. With respect to “broken deal expenses”, the Funds will generally be required to bear their pro rata portion of broken deal expenses in accordance with the amount they were expected to invest in the unconsummated deal. Navy and/or its affiliate, as applicable, will make such judgments in a manner that it determines to be fair and reasonable in good faith, notwithstanding Navy’s interest in the outcome, and may make corrective allocations should it determine that such corrections are necessary or advisable. However, such determination is inherently subjective and may give rise to conflicts of interest in light of the inherent biases in the process. There can be no assurance that a different manner of allocation would not result in a Fund bearing less (or more) expenses. Navy bears its own operating, general administrative and overhead costs and expenses. Cash attributable to a certain Series within the Co-Invest Fund is not always available. When cash is unavailable, Navy will pay the Co-Invest Fund’s share of the expenses. When expenses are allocated across the Green Fund and the Co-Invest Fund, the Green Fund will pay its share of the expenses and the Co-Invest fund will reimburse Navy or its affiliates its share of the expenses upon a liquidation event and/or when cash belonging to such Series becomes available, resulting in a timing difference of when expenses are paid. Neither Navy nor any of its supervised persons accepts compensation for the sale of securities or other investment products.

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Investment Strategies The descriptions set forth in this Brochure of specific advisory services that Navy offers to Clients, and investment strategies pursued and investments made by it on behalf of Clients, should not be understood to limit in any way Navy's investment activities. Navy may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that are considered appropriate, subject to each Client's investment objectives and guidelines. The investment strategies that Navy pursues are speculative and entail substantial risks. Clients and 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 primary investment objective of the Green Fund and the Co-Investment Fund is to compound capital at a superior rate with prudence over time by investing in the emerging secular growth opportunity presented by the global legalization, proliferation and evolution of medical and/or adult-use cannabis. In pursuing this investment objective, Navy uses fundamental analysis to select investments in equity and debt securities but may opportunistically invest in other financial instruments. Navy focuses on controlling the risk of “permanent capital loss” resulting from a negative business development or excessive valuation by integrating risk management into its research-oriented, fundamentally-driven, bottom-up security selection process, which emphasizes investing in high quality companies that have strong financial characteristics and competitive positions, are at the beginning of their profit growth cycle and are trading at meaningful discounts to long term fair value. While Navy does not generally seek to manage short-term price volatility, accepting these “risks” in exchange for potential superior long-term returns, Navy’s focus on quality growth and the team’s strict value discipline reduces some of the risks inherent in investing in rapidly growing companies competing for their share of a new, still evolving, secular growth opportunity. Additionally, as the industry matures and it becomes more practical, Navy will manage market and industry risk by shorting those cannabis and cannabis-related stocks that it deems to be fundamentally overvalued. The primary geographic focus will be North America (in particular, the United States and Canada) but as the growth of the legal cannabis industry is a global phenomenon, Navy will invest opportunistically across both developed and developing countries. Navy intends to invest in both pure-play cannabis businesses and in companies with less direct, thematic exposure to the global medical and adult-use cannabis markets. Methods of Analysis Navy employs a fundamental bottom-up approach to investing, with a research intensive-focus on both business and industry fundamentals to uncover misunderstood, asymmetric risk-reward investment opportunities. Research identifies undervalued, high quality, secular growth businesses—long-term “compounders”— that the Funds can hold for three (3) to five (5) years on the long side as well as those that are fundamentally flawed and/or selling significantly above their intrinsic value on the short side. Navy emphasizes managing capital with a consideration of the market, industry cyclicality, and investor sentiment within individual securities. Top-down analysis of global macroeconomic conditions, utilizing both internal and external research can help assess the conditions in which a company operates. In addition, top-down analysis may direct deep dives into especially strong or weak areas of the cannabis and cannabisrelated markets, thereby focusing Navy’s bottom-up analysis in areas with the best risk adjusted potential returns. The Funds’ portfolios will be composed primarily of two sources of stock selection: - 10 -

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pure-play cannabis businesses; and

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companies with less direct, macro-thematic exposure to the global cannabis industry.

The source of selection is flexible and will be driven primarily by: 

valuation of the general market or the point of a cycle in an industry (abundance of investment opportunities);

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active corporate restructuring and the M&A market;

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identifiable catalysts for revaluation (through higher multiple or earnings growth); and

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risk-reward, level of conviction or disproportionate position size.

It is Navy’s belief that superior investment returns can be generated through a concentrated, high-conviction portfolio over a multi-year holding period. The Funds’ net market exposure will depend on the combination of Navy’s view of the macroeconomic environment and market trends generally, and the microeconomic environment within cannabis and cannabis-related businesses and industries specifically. Navy will typically limit the Funds’ exposure to fluctuations in the broader market by its specialized focus on investments in the global cannabis space and from risks within the cannabis industry by deploying capital in a patient and disciplined fashion, attempting to buy only the highest quality, structurally advantaged companies trading at a meaningful discount to fair value and, when appropriate, selling short those companies that trade at unjustifiable premiums while simultaneously exhibiting the weakest current and future fundamentals. Over sustained periods of time the performance of the Funds will be more a function of investment selection than of movements in broad market averages. Use of leverage will be closely monitored and will remain within Navy’s comfort level. Risk Factors The following is a brief summary of certain of the more significant risks associated with Navy’s investment strategies. Investing in securities involves risk of loss that Clients and Fund investors should be prepared to bear. General General Investment Risks. The Funds’ success depends on Navy’s ability to implement the Funds’ respective investment strategies. Any factor that would make it more difficult to execute timely trades, such as a significant lessening of liquidity in a particular market, may also be detrimental to profitability. No assurance can be given that the investment strategies to be used by the Funds will be successful under all or any market conditions. The Funds may increase their cash position to up to 100% of its assets when Navy deems it prudent or when a defensive position is warranted in light of market conditions. During such times, interest income will increase and may constitute a large portion of the return and the Funds will not participate in market advances or declines to the extent that it would have if they had been more fully invested. A potential investor in the Funds should note that the prices of the securities and other instruments in which the Funds invest may be unavailable. Market movements are difficult to predict and are influenced by, among other things, government trade, fiscal, monetary and exchange control programs and policies; changing supply and demand relationships; national and international political and economic events; changes in interest rates; and the inherent volatility of the marketplace. In addition, governments from time to time intervene, directly and by regulation, in certain markets, often with the intent to influence prices directly. The effects of governmental intervention may be particularly significant at certain times in the financial instrument and currency markets, and such intervention (as well as other factors) may cause these markets - 11 -

and related investments to move rapidly. Investment and Trading Risks. All investments involve the risk of a loss of capital. Navy believes that the Funds’ investment programs and research and risk-management techniques moderate this risk through the careful selection of securities and other financial instruments and/or portfolio construction. No guarantee or representation is made that the Funds’ investment programs will be successful, and investment results may vary substantially over time. The Funds’ investment programs may utilize such investment techniques as option transactions, limited diversification, margin transactions, short sales and futures and forward contracts, which practices can, in certain circumstances, maximize the adverse impact to which the Funds may be subject. Risks Associated with Investments in Private Companies Investments by the Funds in the debt or equity of private companies may expose the Funds to a number of risks, including market risk, credit risk, liquidity risk, operational risk, and litigation risk. The Funds May Not Have Control Over an Investment. In general, the Funds intend to acquire minority interests in private companies or other assets in which they invest, or rely on independent third-party management or strategic partners with respect to the management of private companies. The Funds may also co-invest with third parties through partnerships, joint ventures or other types of entities, thereby acquiring non-controlling interests in certain investments. Therefore, the Funds may not be able to exercise control over such investments. A third-party partner or co-venturer may have financial difficulties resulting in a negative impact on such asset, may have economic or business interests or goals which are inconsistent with those of the Funds, or may be in a position to take action contrary to the Funds’ investment objectives. The Funds May Not Achieve Their Targeted Rate of Return on Its Investments. Navy expects to make investments on behalf of the Funds based on its estimates or projections of overall rates of return on such investments, which in turn are based upon, among other considerations, assumptions regarding the performance of private companies, the amount and terms of available financing, marketability and viability of and the manner and timing of dispositions, all of which are subject to significant uncertainty. In addition, events or conditions that Navy has not anticipated may occur and may have a significant effect on the actual rate of return received on an investment. Lack of Liquidity and Need for Additional Capital. In some cases, private companies will become successful only if additional capital is raised, which may dilute the holdings of existing investors such as the Funds. The inability of such private companies to attract additional capital may have the effect of halting the development of that private company and cause the Funds to lose their investment therein altogether. Also, if such private company is ultimately unsuccessful in its exit strategy such as going public and developing a public market or merging with or being acquired by another company, the Funds’ holdings of that company’s securities may become worthless or severely devalued. Competition for Investments. The Funds expects to encounter competition from other entities having similar investment objectives. Historically, the primary competition for such investments has been from venture capital partnerships and companies, venture capital affiliates of large industrial companies, wealthy individuals and non-U.S. investors. Additional competition is anticipated from industrial and financial companies investing directly, rather than through venture capital entities, as well as other larger institutional asset management firms. The Funds may co-invest with other investors, and these relationships with other investors may expand the Funds’ access to investment opportunities. However, there is no assurance that the Funds will succeed in finding investments on similar or favorable terms in comparison to its competitors. Start-up Risks. The Funds may make investments in companies at the start-up or incubation stage of their development. Particularly in early-stage enterprises, a major risk exists that a proposed service or - 12 -

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As noted in Item 4 above, Navy provides investment management services on a discretionary basis to domestic and offshore private investment funds sponsored by Navy and/or its affiliate. Navy may, in the future, provide investment advisory services to other types of clients. The respective investment programs of the Funds and such additional clients may or may not overlap. Investors in the Funds may be individuals or institutions or other entities (including pension and profitsharing plans, trusts, estates, charitable organizations, corporations, partnerships, funds of funds, and other business entities). The minimum initial subscription amount for investing in the Funds (as set forth in their respective Governing Documents) ranges from $50,000 to $1,000,000, generally subject to change or waiver at the discretion of Navy, or a Fund’s general partner or board of directors, as applicable.

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As noted in Item 5 above, Navy and/or its affiliate receives performance-based allocations from certain Clients. Performance-based allocations may create an incentive for Navy to recommend investments that may be riskier or more speculative than would be the case if such arrangement were not in effect. In addition, performance-based allocations may create an incentive to favor higher fee-paying Clients over other Clients (including Clients who may not be subject to any performance-based allocations) in the allocation of investment opportunities. The performance-based allocations received by Navy and its affiliates in some cases are calculated on the basis of the unrealized, as well as the realized, gains and losses. As a result, such performance-based allocations could be made to Navy and its affiliates in respect of unrealized gains of the Funds that may never be realized. Navy believes that it has reasonable controls in place to mitigate such potential conflicts of interest. These controls include trade allocation procedures that govern allocation of securities, including limited offerings, and analysis of performance achieved by accounts managed in a similar strategy. Navy’s procedures generally require accounts with similar investment strategies to be managed in a similar fashion, subject to a variety of exceptions, such as particular investment restrictions or policies applicable only to certain accounts, differences in cash flows, exposure guidelines, account sizes, liquidity terms, and similar factors. Navy provides advisory services to a number of Clients, including certain pooled investment vehicles in which it has an interest, all of which have investment programs that are similar or substantially similar to each other. In addition, Navy may in the future advise other pooled investment vehicles and separately managed accounts that may have investment programs that are similar or substantially similar to the investment program of one or more Clients. As a result of the foregoing, Navy and its employees may have conflicts of interest in allocating their time and resources among Navy’s Clients, and in allocating investments among Navy’s Clients. Accordingly, Navy will devote so much of its time and will allocate the time and resources of its employees to each Client as in its judgment each Client reasonably requires.

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Neither Navy nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Neither Navy nor any of its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or are an associated person of any of the above. Navy Capital Green Management Partners, LLC (“NCGMP”), an affiliate of Navy, serves as general partner of the Green Fund. Navy Capital Green Co-Invest Partners, LLC (“NCGCP”), an affiliate of Navy, serves as the managing member of the Co-Invest Fund. None of NCGMP, NCGCP nor Navy are registered, or have filed for exemptions from registration, as a commodity pool operator or a commodity trading advisor, as applicable, under the United States Commodity Exchange Act, as amended. Navy, its affiliates and its personnel will devote as much time to their time to the activities of the Funds as they deem necessary and appropriate. Navy, its affiliates, and its personnel are not be precluded from engaging directly or indirectly in any other business or other activity, including exercising investment advisory and management responsibility and buying, selling or otherwise dealing with securities and other investments for their own accounts, for the accounts of family members, for the accounts of other funds and for the accounts of individual and institutional clients (collectively, “Other Accounts”); provided that Navy’s employees are subject to a policy that restricts them from making any investment in the cannabis industry for their own account without the prior written approval of Navy’s Chief Compliance Officer, except through an investment in the Funds or other pooled investment vehicle managed by Navy or its affiliates (with the exception of any investments in the cannabis industry a Navy employee made prior to becoming an employee of Navy). Such Other Accounts may have investment objectives or may implement investment strategies similar to those of the Funds. Navy and its affiliates may also have investments in certain of the Other Accounts and may give advice and take action in the performance of their duties to their Other Accounts that could differ from the timing and nature of action taken with respect to the Funds. Navy Capital, LLC, an affiliate of Navy, serves as the proprietary trading vehicle for Sean Stiefel and John Kaden. Trading shares in companies with no cannabis exposure is executed at the sole discretion of Sean Stiefel. The trading activity is subject to the preapproval and reporting requirements outlined in the Code of Ethics as discussed in Item 11. Navy has established, and may establish in the future, a special purpose vehicle to serve as a shareholder representative in connection with an investment by the Funds in a private company. Such vehicle does not receive investment advice from Navy or any form of compensation from Navy or the Funds and is not considered a separate client of Navy. Navy does not recommend or select other investment advisers for its Clients.

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High ethical standards are essential to Navy’s success and to maintain the confidence of Clients. Navy believes that its long-term business interests are best served by adherence to the principle that Clients’ interests come first. In recognition of Navy’s fiduciary obligations to its Clients and Navy’s desire to maintain its high ethical standards, Navy has adopted a Code of Ethics pursuant to Rule 204A-1 under the Advisers Act which sets forth, among other things, policies and procedures governing employees’ personal securities transactions, the giving and receipt of gifts and entertainment (including togovernment, union and pension representatives), political contributions, outside activities, and the treatment of confidential information (including material non-public information). The Code of Ethics establishes a standard of conduct and is designed to foster compliance with applicable law and regulatory requirements, and to promote a culture of high ethical standards, which applies to all partners, officers, directors and employees of Navy, as well as all natural persons (whether or not employed by Navy) who are subject to Navy’s supervision and control who (i) have access to nonpublic information regarding Clients’ purchase or sale of securities, (ii) are involved in making securities recommendations to a Client, or (iii) have access to securities recommendations to a Client that are nonpublic. Navy will provide a copy of the Code of Ethics to any current or prospective Fund investor or separately managed account Client upon request. Personal Trading Navy personnel are required to seek pre-approval for all personal investments other than investments in certain non-reportable securities (as defined in the Code of Ethics) in order to prevent the existence of, or appearance of, any potential or actual conflicts of interest in this respect. The Code of Ethics requires employees to report personal transactions on a periodic basis, submit initial and annual personal account holdings reports, and certify their compliance with the Code of Ethics on an annual basis. Navy monitors adherence to this policy by periodically reviewing employee account statements. Navy’s founders have established and own 100% of Navy Capital, LLC (as discussed in Item 10), through which they maintain a proprietary account that engages in a similar business as the Funds, and it may from time to time utilize some of the resources available to Navy and the Funds (including Navy employees) to conduct its business and may benefit from certain business relationships established and maintained by the Funds (including but not limited to trading relationships); however, this proprietary account does not engage in the same investment strategy and does not invest in the same securities that the Funds invest in. The time that any Navy employee or principal dedicates to such entity is immaterial relative to time dedicated to Navy. Gifts and Entertainment The Code of Ethics prohibits Navy employees from giving a gift to, receiving a gift from, or giving or accepting entertainment to or from certain third parties if such gift or entertainment is likely to compromise the independence of its recipient or his/her judgment and is likely to cast doubts over his/her integrity or to seem disproportionate to the business relationship. Certain limits, reporting requirements and prohibitions have been established with respect to giving and the receipt of gifts above certain thresholds. Political Contributions Navy places restrictions on political contributions by the firm and its employees. Political contributions are permitted only in compliance with Rule 206(4)-5 under the Advisers Act (relating to pay-to-play activities) and corresponding local laws and regulations. Navy employees are required to pre-clear all political - 34 -

contributions. Outside Activities Navy employees are encouraged to engage in worthy activities for their community or personal development. Such activities, however, should not impair the working efficiency or responsibilities of the individual. Navy employees may from time to time be asked to serve as an adviser, consultant, or employee or engage in other forms of participation in other companies or organizations. Additionally, certain Navy employees currently serve on the Board of Directors of companies in which the Funds are invested. Board fees earned will offset the Management Fee payable by the Funds. For this purpose, with respect to any options granted, the value of such options as of the date of such grant will offset the Management Fee payable by the Funds after such options are exercised. Because such commitments may involve substantial responsibilities, or they may present actual or apparent conflicts of interest, Navy employees arerequired to obtain written approval prior to accepting such positions. Insider Trading/Material Non-Public Information Navy maintains an Insider Trading Policy that includes policies and procedures that are designed to detect and prevent the misuse of material, non-public information by Navy and its officers, directors and employees. In accordance with these policies, to prevent trading of public securities based on material, nonpublic information, Navy maintains and updates as needed a “restricted” securities list of companies about which Navy personnel have material, non-public information. Interests in Client Transactions Navy and/or affiliates of Navy have an interest in one or more of the Funds. In addition, certain members, directors, officers and employees of Navy and its affiliates are permitted to own, buy and/or redeem interests in the Funds. As a result, Navy and such members, directors, officers and employees have an interest in the investments that may also be recommended to Clients. Such members, directors, officers and employees may be in possession of information relating to the Funds that is not available to other investors in the Funds. The size and nature of such investments in the Funds will change over time without notice to the investors in Funds. Investments by members, directors, officers and employees in the Funds could incentivize such employees to increase or decrease the risk profile of the Funds. Subject to internal compliance policies and approval procedures designed to address any conflicts of interest that may arise, Navy and its related persons may engage, from time to time, in personal trading of securities and other financial instruments, including securities and financial instruments in which a Client may invest. To the extent a related person invests in a security that is held by or recommended to a Client, a conflict of interest arises as the reason for making such recommendation to a Client could be to benefit the related person (i.e. by increasing the value of the security) rather than it being in the best interest of the Client. Navy’s Code of Ethics has various procedures, including pre-approval, to address these and other potential conflicts of interest. It is Navy’s policy to allocate investment opportunities to Clients on a fair and equitable basis, to the extent practical and in accordance with Clients’ applicable investment strategies and terms, over a period of time. In determining whether participation by Client in an investment opportunity is appropriate, Navy takes into account, among other considerations: (a) whether the risk-return profile of the proposed investment is consistent with the objectives of the Client, which objectives may be considered (i) solely in light of the specific investment under consideration or (ii) in the context of the Client portfolio’s overall holdings and available capital; (b) the potential for the proposed investment to create an imbalance in the portfolio of the Client; (c) liquidity requirements of the Client; (d) potential tax consequences; (e) legal or regulatory restrictions; (f) the need to re-size risk in the portfolio of the Client; and (g) whether the Client and/or other - 35 -

Client have a substantial amount of investable cash (e.g., during a “ramp-up” period). Notwithstanding the foregoing, there can be no assurance that an investment opportunity which comes to the attention of Navy and its affiliates will be allocated to a Client.

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Navy has sole discretion to determine, subject to each Client’s investment objectives, policies and strategies, the securities to be purchased and sold and in what amounts, the brokers, dealers or other counterparties to use in effecting transactions and the commission rates, if any, to be paid for such transactions. In selecting brokers, dealers and counterparties, Navy will seek to obtain “best execution” by attempting to ensure that the total cost or proceeds of any transaction for a Client is the most favorable under the circumstances. Navy has established a Best Execution Committee which meets periodically to review, among other things, a list of approved counterparties. Navy invests primarily in equity securities of issuers engaged in the legal cannabis industry. Because the business of cultivating, processing, and selling cannabis is currently prohibited by U.S. Federal law, there are a limited number of participants in trading and banking of cannabis industry company issuers and therefore liquidity is generally less than other financial markets. Therefore, the number of counterparties with whom Navy can transact is generally limited. Navy’s best execution policy focuses on both quantitative and qualitative factors when taking into consideration the full range of brokerage services provided by counterparties. The full range of brokerage services applicable in a particular transaction may be considered when making this judgment, which may include, but is not limited to the:  ability of the broker/dealer to minimize costs associated with implementing investment decisions;  speed and/or likelihood of execution and settlement;  communication links between the broker/dealer and Navy;  adequacy of the information provided to Navy by the broker/dealer;  accommodation of special needs by the broker/dealer;  broker/dealer commission rates;  the availability, as well as the quality and suitability, of electronic trading platforms and algorithms;  administrative ability (including settlement processing);  responsiveness of the broker/dealer;  financial strength, reputation and stability of the broker/dealer;  ability of the broker/dealer to handle large and/or complex transactions; and  knowledge of other buyers and sellers as well as the particular security or market in which the transaction is to occur. In addition, brokers (including prime brokers) may provide other services that are beneficial to Navy, but not necessarily beneficial to the Funds, including, without limitation, consulting with respect to technology, operations or equipment, capital introduction, marketing assistance, access to deal flow and other services or items. Such services and items may influence Navy's selection of brokers. Certain brokers and dealers selected by Navy provide or agree to provide Navy with “soft dollar” credits which Navy uses to purchase certain brokerage and research and other services. These services or products would otherwise only be available to Navy for a cash payment. The availability of these non-monetary benefits may influence and create an incentive for Navy to select one broker rather than another to perform services for the Clients, which may create a potential conflict of interest in that Navy may pay higher commissions to such firms if Navy determines such prices or commissions are reasonable in relation to the overall services provided in return for items that would otherwise be an expense of Navy and could be viewed as additional compensation to Navy. The use of commissions or “soft dollars,” if any, generated by a Client to pay for brokerage-and research-related products or services, if any, will fall within the safe harbor created by Section 28(e) of the Exchange Act (“Section 28(e)”). “Soft dollar” researchrelated goods and services (collectively, “soft dollar items”) used by Navy in making investment decisions - 37 -

may include, but are not limited to, research reports on particular industries and companies, recommendations as to specific securities, certain other research services, and other goods and services providing lawful and appropriate assistance to Navy in the performance of its investment decision-making responsibilities. Soft dollar items may be used by Navy for itself and/or in servicing some or all of its clients. In addition, some soft dollar items may not necessarily be used by a Fund even though its commission dollars (or other transaction charges) provided for the soft dollar items. Where a product or service obtained with soft dollars provides both brokerage and research and brokerage and non-research assistance to Navy (e.g., a “mixed use” item), Navy will make a reasonable allocation of the cost that maybe paid for with soft dollars. Navy will typically aggregate sale and purchase orders of securities on behalf of Clients if Navy believes that such aggregation is reasonably likely to result in an overall benefit to the applicable Clients based on an evaluation of factors in Navy’s sole discretion. When the same investments are purchased or sold for one or more Clients, the general policy is to purchase or sell the investments as a block transaction, and to allocate such investments or proceeds to the participating accounts at the price paid per unit allocated. The principles employed are: (i) allocation of each investment to each individual account shall be broadly determined with regard to the investment guidelines and investment policies applicable to each individual account; (ii) dealing for different Clients in the same investment at the same time shall be aggregated and traded as a block to the extent possible; and (iii) each aggregate allocation shall be allocated at the unit price paid to all participating accounts. A Client advised by Navy may or may not follow an investment program that is the same as or similar to the investment program of one or more other Clients. Accordingly, it is Navy’s policy to recommend the allocation of investment opportunities fairly and equitably as measured over time according to each participating portfolio’s size and risk profile to mitigate that risk that any Client is favored with respect to the selection of investments or timing of purchase or sale of investments over another Client. In allocating an aggregated transaction, the following is a non-exhaustive list of criteria that are taken into account: (i) the terms of the participating accounts’ investment guidelines; (ii) the value of each of the participating accounts (omitting any resulting allocations that would be too small to be reasonably marketable or disproportionate to the needs of any portfolio); and (iii) Navy’s assessment of the participating accounts’ tolerance for investment risk. In addition, to the extent permitted by applicable law and subject to Navy’s compliance policies and procedures and Client investment guidelines, Navy may, from time to time, recommend that a Client enter into a cross trade (a transaction for the purchase or sale of a security or other financial instrument) with another Client for purposes of portfolio re-balancing, or otherwise. A cross trade may be deemed a principal transaction if Navy and certain persons associated with Navy own a substantial portion (in excess of 25%) of one or both of the Clients participating in the cross trade. Cross trades present a conflict of interest because Navy represents the interests of both the selling account and the buying account in the same transaction and may have a financial incentive to favor one Client account over the other due to different fee arrangements or otherwise. This conflict may be greater in cases of principal transactions as Navy has an incentive to favor the affiliate. If Navy decides to engage in a cross trade, it will determine that the trade is in the best interest of both Clients involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Clients. Navy will not recommend that a Client enter into a cross trade thatis deemed a principal transaction without obtaining proper approval and otherwise in accordance with applicable requirements of the Advisers Act, Navy’s compliance policies and procedures and Client investment guidelines. Navy does not intend to engage in agency-cross transactions. Agency cross transactions typically arise where an adviser is dually registered as a broker-dealer or has an affiliated broker-dealer.

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Navy does not receive any monetary compensation or any other economic benefit from a non-client for Navy’s provision of investment advisory services to a Client. Neither Navy nor any of its related persons, directly or indirectly, compensate any person who is not a supervised person, including placement agents, for Client referrals.

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

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Each Client account is reviewed on a continuing and ongoing basis by Navy’s investment team to ensure conformity with Client objectives and guidelines. In addition, all accounts are reviewed in light of emerging market trends and market volatility. The Green Fund and Offshore Fund have appointed an independent administrator that reviews security valuations on a monthly basis. The administrator for each such fund reconciles positions and cash details with Navy and the custodians on a monthly basis. The Co-Invest Fund and Holdings, LLC have not engaged an independent administrator, and Navy serves as its administrator. With respect to the Co-Invest Fund and Holdings, LLC, Navy is responsible for reviewing valuations and reconciling positions and cash on a periodic basis. Navy has also engaged an independent public accounting firm to conduct annual audits of the Funds. As part of the annual audit process, the accounting firm independently verifies certain security prices confirms the Funds’ ownership of investment assets. Investors in the Green Fund and Offshore Fund will receive written monthly unaudited performance reports, quarterly performance reports and annual audited financial statements. Investors in the Co-Invest Fund receive unaudited reporting upon request along with annual audited financial statements. Investors in Holdings LLC will receive unaudited quarterly reporting along with annual audited financial statements. Investors also receive certain tax information for preparation of investors’ tax returns. Certain investors in the Funds may receive additional information and reporting that other investors may not receive. The investment team is generally available to Fund investors and Clients on a regular basis to discuss their accounts.

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While Navy does not maintain physical custody of Clients’ assets, Navy is deemed, under the Advisers Act, to have custody of the assets of Funds because of the authority of Navy affiliates (in their capacity as general partners/managing members of such Funds) over the accounts and assets of such Funds. Such Fund assets are held at a qualified custodian (unless otherwise exempt from such requirement). Navy relies on the annual audit exception for investment funds provided under Rule 206(4)-2 under the Advisers Act with respect to the Funds. Each Fund is audited annually by an independent public accountant that is both registered and inspected by the Public Company Accounting Oversight Board. Audited financial statements of the Funds are distributed to investors in the Funds within 120 days of each Fund’s fiscal year end. Investors in the Funds are urged to carefully review such statements and compare them to account information that Navy provides.

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Pursuant to the terms of the relevant Investment Management Agreement, Navy has full discretion (unless agreed to otherwise) over all aspects of the Funds it manages and the brokers, dealers and other counterparties with whom it does business. Any restrictions with respect to a particular Client are set forth in such Investment Management Agreement and the relevant Governing Documents. Navy may, in the future, provide discretionary advisory services to other investment funds and/or separately managed accounts. Should it do so, it is anticipated that Navy will enter into an investment management agreement, or similar agreement, pursuant to which it will be granted discretionary authority.

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Navy has adopted written proxy voting policies and procedures intended to satisfy the requirements of Rule 206(4)-6 under the Advisers Act. Navy will vote proxy proposals, amendments, consents, or resolutions (collectively, “Proxies”) in the best interests of the applicable Client and in accordance with its Proxy Voting Policy. Navy generally votes routine Proxies in accordance with the recommendations of company management. Routine Proxies include votes on the approval of auditors, election of directors, name changes, stock splits, incentive compensation plans, minor amendments to organizational documents, and dividends. However, there are many complexities to Proxies, and Navy will vote against a proposal or recommendation of management if it determines that such a vote is in the best interests of each Client. Proxy votes that involve issues that Navy believes are more likely to have a material impact upon the value of an investment are voted on a case by basis by Navy. In some instances, it may be appropriate to abstain from voting (e.g., if the cost of a vote outweighs the benefits). In all cases, Navy shall maintain documentation of how each Proxy was voted. In certain cases wherein a Client has implemented a securities lending program, Navy will be unable to vote Proxies for securities on loan unless it issues instructions to call back the securities prior to the record date. Navy may choose to refrain from calling back such securities when the voting of the Proxy is not deemed material or the benefits of voting do not outweigh the cost of terminating the particular lending arrangement. Conflicts of interest may arise between the interests of a Client, on the one hand, and Navy or its affiliates on the other hand. If Navy determines that it may have, or be perceived to have, a conflict of interest when voting proxies, it will vote in accordance with its Proxy voting policies and procedures. Clients may contact Navy to obtain additional details and information on how proxies were voted and to request a copy of the Proxy voting procedures.

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Navy is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to its Clients and has not been the subject of a bankruptcy petition at any time during the past ten years.

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