North Reef Capital Management LP

North Reef is a Delaware limited partnership formed on August 28, 2020, and maintains its principal place of business in Laguna Beach, California. North Reef provides investment advisory services on a discretionary basis to pooled investment vehicles sponsored by it that operate as private investment funds (each a “Fund”; collectively, the “Funds”) and sub-advises managed accounts of other investment managers (“Sub-Advised Accounts”, collectively with the Funds, the “Clients”). The current Fund clients sponsored by North Reef include:

The Flagship Fund, which is organized in a mini-master fund structure containing the following entities: (i) North Reef Capital LP, a Delaware exempted limited partnership (the “Master Fund”); and (ii) North Reef Capital Offshore Ltd, a Cayman Islands limited partnership (the “Offshore Feeder”). The Offshore Feeder invests substantially all of its investable assets into the Master Fund; and

The Opportunity Fund, formed in early 2025, also organized in a mini-master fund structure containing the following entities: (i) the North Reef Opportunity Fund LP, a Delaware series limited partnership (the “Opportunity Master Fund”); and (ii) the North Reef Opportunity Offshore Ltd (the “Opportunity Offshore Feeder”). The Opportunity Offshore Feeder invests substantially all of its investable assets into the Opportunity Master Fund. Each investment of the Opportunity Fund will typically be made through a separate series of the Fund. Each series is treated as a separate and distinct legal entity having separate assets, investment portfolios, investors and terms.

For purposes of this brochure, references to a Fund or Client will be deemed to include a single series of a Fund, or a Fund itself, as the context requires. Affiliates of North Reef act as the general partner of certain of the Funds (each a “General Partner”; collectively, the “General Partners”; together with North Reef, the “Adviser”). North Reef and the General Partners are principally owned by James H. Hanna III. Any references to “the Firm”, “us,” “we,” and “our” in this Brochure refer to North Reef. Any defined terms used in this Brochure not otherwise defined herein, have the definition ascribed to them in the offering documents of the applicable Client. North Reef also provides discretionary sub-advisory services to an open-end investment company registered under the Investment Company Act of 1940, as amended (the “IC Act”). However, such services are not discussed herein as investors can find more information about the related fees and operating expenses in the respective fund’s prospectus. North Reef generally has broad and flexible investment authority with respect to Clients and tailors its advisory services to Client needs respective of the investment objectives set forth in the applicable offering materials. The Funds’ objectives and strategies are set forth in the offering documents (and any applicable supplements) provided to each investor in a Fund and the investment management agreement for the Sub-Advised Accounts. North Reef has and may in the future enter into additional agreements, or “side letters,” with certain existing limited partners or shareholders whereby such limited partners or shareholders may be subject

to terms and conditions that are more advantageous than those set forth in the offering memorandum for the Funds. From time to time and without limitation, North Reef has afforded and may in the future in its sole discretion afford, certain prospective or existing investors in Funds or certain prospective or existing Sub-Advised Accounts in the same or similar strategy (i) special rights to make future investments in the respective Fund or other investment vehicles or accounts managed by North Reef, (ii) different transparency rights, (iii) reporting rights, (iv) different withdrawal/redemption rights, (v) different fee terms, (vi) and/or terms to accommodate an investor’s particular legal, tax or regulatory requirements. Such terms are provided solely at the discretion of North Reef and may, among other things, be based on the timing and aggregate size of commitments of such investor or Sub-Advised Account, as applicable. Any fees may be reduced or waived entirely by North Reef in its sole discretion. North Reef does not participate in any wrap fee programs. As of December 31, 2025, North Reef had regulatory assets under management of $4,072,230,000 on a discretionary basis. North Reef does not currently manage any assets on a non-discretionary basis. All discussions of the Funds in this Brochure, including but not limited to their investments, the strategies used in managing the Funds, the fees and other costs associated with an investment in the Funds, and conflicts of interest faced by North Reef in connection with management of the Funds, are qualified in their entirety by reference to the respective Fund’s offering materials and advisory agreements.

Fees The Adviser typically charges fees that are based upon a set percentage of assets under management (“AUM”) and/or performance for the Funds, and percentage of AUM/AUM Equivalent for the Sub-Advised Accounts. Set forth below are summaries of the fees payable by investors in the Funds and Sub-Advised Accounts. It should be noted that detailed disclosure about the fees and other expenses applicable to an investment in the Funds are provided in the respective operative documents. Those documents should be carefully reviewed prior to making an investment in a Fund. The Funds are structured such that the Adviser receives compensation commensurate with the respective class or series of interest in which an investor is invested. Generally, in consideration for investment management services provided to the Funds, North Reef receives a management fee calculated at an annual rate dependent upon the aggregate amount of fee-paying assets of the class or series of the respective Fund. The management fee is typically paid quarterly in advance, calculated and payable based on the value of the investor’s capital account(s) as of the end of the immediately preceding quarter plus any new subscriptions or on the date of a contribution if other than the beginning of a quarter. North Reef in its sole discretion reserves the right to waive, modify or calculate differently the management fee for certain investors, including for investors that are members, principals, employees or affiliates of the Adviser or for certain large or strategic investors. Management fees may be refunded for funds withdrawn at any time other than at the end of a calendar quarter, subject to the discretion of the respective General Partner to waive quarterly redemption requirements, based on pro rata portion based on the actual number of days remaining in such partial quarter.

In addition, with respect to the Funds, the Adviser is eligible to receive an annual performance allocation reallocated from the capital accounts of each investor to the Adviser. The performance allocation is calculated based upon an individual investor’s realized and unrealized return over a particular period of time compared to a “high-water mark” as set forth I the relevant offering documents. Performance allocations are generally made at the end of each calendar year and as of any date on which a limited partner makes a withdrawal from a particular Fund. When calculating the performance allocation, the management fee and all items of income, loss and expense incurred by the Fund will be taken into account. North Reef in its sole discretion reserves the right to waive, modify or calculate differently the performance allocation for certain investors, including for investors that are members, principals, employees or affiliates of the Adviser or for certain large or strategic investors. Investors in the Funds are generally limited in their ability to terminate their participation in the Funds. In addition to other redemption and transfer restrictions that are described in the respective Fund's offering materials, the Funds imposes a “lock-up” period during which investors may not withdraw capital. In processing withdrawal requests, the Adviser may elect to hold back the investor’s pro rata share of any capital reserved to fulfill Fund expenses, liabilities or any unpaid management fees. Neither North Reef nor any of its affiliates or related persons receive commission or transaction-based compensation related to the sale of interests in the Funds. With respect to Sub-Advised Accounts, the fees for services paid to North Reef and its affiliates are established by, and negotiated between, North Reef and each respective sponsor of the Sub-Advised Accounts (the “Primary Adviser”), who appoints North Reef as the Sub-Adviser. For the discretionary services provided by North Reef, the Primary Adviser typically pays North Reef a quarterly management fee in arrears calculated as a negotiated percentage of AUM/AUM Equivalent. In addition to the management fee, North Reef is eligible to receive a significant percentage of the appreciation of SubAdvised Accounts’ assets paid as performance-based/incentive fees or allocations as negotiated, and where applicable, subject to loss carryforward. Such fee is paid after the removal of allowable income and expenses calculated in accordance with the terms negotiated between North Reef and the Primary Adviser. North Reef negotiates fee waivers and management fee provisions separately with each Primary Adviser. It is very important that investors refer to the respective Fund’s governing documents for a complete understanding of how the Adviser is compensated for its advisory services. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund governing documents. Other Fees and Expenses The Funds typically pay their own expenses, as set forth in the respective offering materials. The Funds will incur other expenses in connection with North Reef’s advisory services that are not included in North Reef’s fees, including without limitation:

all general investment expenses (i.e., exchange commissions and expenses, brokerage commissions, research expenses, data processing costs and expenses, bank service fees, interest expenses, borrowing charges, custodial expenses, outsourced risk management advisory and software, investment-related consultants and travel costs that are researchrelated and other investment expenses);

all administrative, legal, accounting, auditing, record-keeping, tax form preparation, compliance, and consulting costs and expenses; all fees, costs and expenses related to middle office operations which may include daily reconciliation of cash, cost, positions, and valuations; fees, costs, and expenses of third-party service providers that provide such services; costs and expenses associated with preparing investor communications, printing, and mailing costs; insurance costs and expenses (e.g., for the assets of the Fund, D&O, E&O); marketing and syndication expenses; taxes and other governmental charges; governmental licensing, filing, and exemption fees (including Blue Sky filing fees); indemnification obligations; all expenses (including reasonable attorneys’ fees) incurred in connection with any threatened, pending, or anticipated litigation, IRS examination or audit, or similar audit or examination by any state or local taxing authority, or other legal proceeding; and any extraordinary expenses.

The Funds will also bear additional charges, including, without limitation, legal and organizational expenses in connection with the Funds’ formation and initial offering. Fund expenses will generally be shared by all investors on a pro rata basis or will be charged solely to investors who participate in the respective investments. Sub-Advised Accounts pay their own expenses as set forth in the relevant offering materials or investment management agreement. Expense Allocation Methodologies North Reef expects that several resources will be shared among its Clients to, among other things, enhance efficiency and strive to reduce the cost for each. When allocating such expenses among the participating Clients, North Reef takes into account a variety of considerations, including whether such expenses are permitted by a Client’s governing documents. North Reef uses methods that it believes, at the time such determinations are made, are fair and equitable in making such expense allocations. These methods vary depending on the type of expense, including allocations based on the amount of an investment owned, assets under management or relative benefit. Despite North Reef’s good faith judgment to arrive at a fair and equitable expense allocation methodology, the use of any particular methodology may lead a Client to bear relatively more expense in certain instances and relatively less in other instances compared to what such Client would have borne if a different methodology had been used. However, North Reef seeks to make expense allocations that are equitable on an overall basis in its good faith judgment. From time to time, North Reef in its good faith judgment may revise or change allocation methodologies in an effort to ensure that such expenses remain fairly and reasonably allocated among accounts without notifying impacted Clients.

All references to the Funds in this Brochure, including, but not limited to, their investments and management strategies, are qualified in their entirety by reference to the respective Fund’s offering documents or applicable investment management agreements. The following is a general discussion of the methods of analysis, investment strategies and the risk of loss associated with North Reef’s overall investment strategy. These risk factors may change over time. There can be no assurance that the Funds

will achieve their objectives or that the Funds will not incur losses. Investors in the Funds must be prepared to lose all or substantially all of their investment in the Funds. THE INFORMATION BELOW IS INTENDED TO SERVE AS A SUMMARY OF POTENTIAL RISKS OF INVESTING. THE FOLLOWING IS NOT A SUBSTITUTE FOR THE OFFERING DOCUMENTS OF THE RESPECTIVE FUND OR INVESTMENT MANAGEMENT AGREEMENTS OF THE SUB-ADVISED ACCOUNT. POTENTIAL INVESTORS IN A FUND MUST REVIEW OFFERING DOCUMENTS IN THEIR ENTIRETY BEFORE INVESTING. THIS INFORMATION MAY BE BOTH SUPPLEMENTED AND SUPERSEDED BY INFORMATION IN THE OFFERING DOCUMENTS FOR THE FUND OR RESPECTIVE INVESTMENT MANAGEMENT AGREEMENTS. The investment strategy of the Flagship Fund seeks to generate a low volatility, double digit annual return, across all market environments through the management of a hedged equity portfolio primarily focused on the North American financial services sector. The Fund primarily buys and sells US and Canadian publicly listed equity securities, without restriction to the issuer’s country of domicile, but can also initiate derivatives transactions such as options, futures, or warrants, and also employs margin borrowings. The Fund may, in the future, also engage in trading of securities listed on European exchanges as part of its investment universe. The Flagship Fund investment strategy includes: • Coverage of the North American financial services industry, including approximately 400 public equities within the manager’s investment universe. • Idea generation based on developing a thesis, establishing a target price, assessing sentiment, and weighing risks including establishing a downside target price. • Portfolio construction is the selection and sizing of core positions and trading positions to express the investment team’s macro and micro views within North Reef’s risk guidelines. • Risk management processes that involve operating the investment portfolio within preestablished risk guidelines including limits on position concentration and liquidity and limits at the portfolio level on net market exposure and leverage. The investment strategy of the Opportunity Fund seeks to capture alpha generation from consolidation that it believes is coming in the U.S. banking sector driven by certain regulatory, economic, and competitive factors present. The strategy primarily buys and sells US and Canadian publicly listed equity securities but may also initiate derivatives transactions such as options or, futures, or warrants, and expects to employ margin borrowings. The Opportunity Fund investment strategy will generally consist of 20 to 30 stock positions, including bank-specific ETFs. Position sizing will be determined in part by the upside or downside potential of each position, as well as the overall portfolio positioning, expected volatility, and North Reef’s conviction in the research underlying the position. For both strategies, the Adviser reserves the right to alter the risk guidelines based on the Adviser’s discretion of the opportunity set. The investment strategies that we employ involve significant risks. Investors must be prepared to bear the loss of their entire investment. The following summary of certain risks does not purport to be complete but includes some of the potential risks generally associated with North Reef’s investment strategies.

Significant Risks There can be no assurance that a Client’s objective will be achieved or that the investment strategies North Reef employ will be successful. Clients must be prepared to lose all or substantially all of their investment. The following describes the principal risks involved in North Reef’s investment strategies, generally. Not all of these risks will be equally relevant to each Client at any given time. General Risks Reliance on North Reef and no Authority by Investors The success of the Firm depends on the ability of North Reef to develop and implement investment strategies to achieve the Firm’s investment objectives. Although North Reef may impose limits on the types of positions the Firm may take, or the concentration of its investments, the Firm’s organizational documents imposes no such limits. Investors will have no right or power to take part in the management of the pooled investment vehicles they are respectively invested in. The Firm’s investment performance could be materially adversely affected if any members of the investment team were to die, become ill or disabled, or otherwise cease to be involved in the active management of the business of the Firm’s portfolios. Dependence on Key Personnel North Reef and the General Partner are dependent on the services of its principals and key personnel, including James H. Hanna III. The success of the Firm may depend to a great extent on the investment skills of North Reef’s principals and key personnel. There can be no assurance that James H. Hanna III or any other principals or key personnel will continue to be associated with North Reef, the General Partner, and their affiliates. The Firm and its Clients may be adversely affected if, because of illness, resignation, or other factors, the services of the relevant people were not available for any significant period of time. Operating Deficits The expenses of operating the Fund (including management fees) and the Sub-Advised Accounts could exceed its income. This would require that the difference be paid out of the Client’s capital, reducing the amount of capital available to the Fund or the Sub-Advised Accounts for investment and the Client’s potential for profitability. Cybersecurity As part of its business, the General Partner and North Reef process, store, and transmit large amounts of electronic information, including information relating to the transactions of North Reef and personally identifiable information of the investors. Similarly, service providers of the General Partner, North Reef, or the Clients, especially the Administrator, may process, store and transmit such information. The General Partner and North Reef have procedures and systems in place to protect such information and prevent data loss and security breaches. However, such measures cannot provide absolute security. The techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently and may be difficult to detect for long periods of time. Hardware or software acquired from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to

the General Partner or North Reef may be susceptible to compromise, leading to a breach of the General Partner’s or North Reef’s network. The General Partner’s and North Reef’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats. Breach of the General Partner’s or North Reef’s information systems may cause information relating to the transactions of North Reef and personally identifiable information of the investors to be lost or improperly accessed, used, or disclosed. The service providers of the General Partner, North Reef, and the Clients are subject to the same electronic information security threats as the General Partner and North Reef. If a service provider fails to adopt or adhere to adequate data security policies, or in the event of a breach of its networks, information relating to the transactions of North Reef and personally identifiable information of the investors may be lost or improperly accessed, used, or disclosed. The loss or improper access, use, or disclosure of the General Partner’s, North Reef’s, or the Client’s proprietary information may cause the General Partner, North Reef or the Clients to suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention, or reputational damage. Any of the foregoing events could have a material adverse effect on North Reef. Security Breaches Any security breach caused by hacking, which involves efforts to gain unauthorized access to information or systems, or to cause intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission of computer viruses, could result in the halting of the Firm’s operations, the suspension of redemptions or a loss of Firm’s Client assets. While North Reef generally intend to use and rely on third-party security systems maintained by the exchanges on which the Firm’s trades are effected, such security systems are not impenetrable and may not be free from defect, and any loss due to a security breach or software defect will not be borne by North Reef. Use of Artificial Intelligence In the course of its business, North Reef may use certain technologies and tools commonly referred to as artificial intelligence (“AI” and such tools, “AI Tools”), including “generative” AI. These may include large language models, machine learning, neural networks, artificial narrow intelligence, and similar tools, models and systems. Although North Reef believes AI Tools have advantages and benefits for many applications, there are inherent risks to such technologies. For example, the outputs produced from AI Tools could contain errors, which may diminish the effectiveness of such AI Tools and/or adversely affect the Clients, and such errors may be difficult to detect. Clients should assume that any use of AI Tools could be subject to the risks discussed in “Computer Systems,” among other risks. While North Reef imposes various controls in an effort to mitigate such risks, there can be no guarantee that the risks associated with AI Tools will not adversely affect the Clients. Additionally, AI Tools are also subject to increasing scrutiny globally from lawmakers and regulators. Various governmental entities are increasingly considering laws and/or market restrictions relating to AI Tools. Any such laws and/or market restrictions could impair the ability of North Reef to fully implement AI Tools in connection with the management of the Clients’ assets or otherwise, which could have an adverse impact on the performance of the Clients. Moreover, it is impossible to predict the future risks that may arise from such developments.

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North Reef provides investment advisory services to the Funds and the Sub-Advised Accounts. Each investor in the Funds must meet certain eligibility provisions. Interests in the Funds are generally offered to investors who qualify as both (i) accredited investors within the meaning of Regulation D of the Securities Act of 1933, and (ii) “qualified purchasers,” as defined in Section 2(a)(51)(A) of the IC Act. Further, investors in the Funds are subject to minimum initial investment requirements. The Adviser may waive or increase minimum account sizes and decline to accept new investments in its sole discretion.

As described above in Item 5 – Fees and Compensation, the Adviser is eligible to receive performancebased fees from investors in the Funds and other Clients. A significant percentage of the appreciation of Client assets which would otherwise be allocated to Clients may be paid to North Reef as performance7

based fees or allocations. This performance-based compensation is based upon unrealized, as well as realized, gains, and such unrealized gains may never be recognized by the Client. It should be noted that the possibility for the Adviser to receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for North Reef to make investments that are riskier or more speculative than would be the case in the absence of such a performance-based fee. Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Fund and the risks associated with such performance-based compensation prior to making an investment. Fund assets and liabilities are valued in accordance with the Adviser’s valuation policy. In making valuation determinations, the Adviser may be deemed subject to a conflict of interest, especially with respect to illiquid securities, as the valuation of such assets and liabilities affects its compensation. There is no guarantee that the value determined with respect to a particular asset or liability by the Adviser will represent the value that will be realized by the Fund on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. The Adviser and its respective officers, directors, members or employees will devote such time to the management of Clients as they deem necessary. However, they are also responsible for advising or providing advisory services to other accounts, and may in the future organize, manage and advise investment funds or other entities with objectives similar to or different from those of Clients. Conflicts of interest may arise in allocating investment opportunities, management time, services or other functions amongst Clients and such other accounts. However, the Adviser recognizes that it is a fiduciary and, as such, must act in the best interests of Clients. Further, the Adviser recognizes that it must treat all Clients fairly and must refrain from favoring one Client’s interests over another. The Adviser has adopted policies and procedures designed to address conflicts of interest, including procedures regarding the allocation and aggregation of investment opportunities among Clients and a Code of Ethics, which includes a standard of business conduct and establishes policies and procedures with regard to personal securities transactions of North Reef personnel.

Broker-Dealer Registration Status North Reef is not affiliated with any banks, broker‐dealers or custodians. North Reef 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. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Adviser Registration Status North Reef and its management persons are exempt from registering with the Commodity Futures Trading Commission as a commodity pool operator and as a commodity trading advisor and thus, are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Material Relationships or Arrangements with Certain Related Persons North Reef serves as the investment manager to the Funds and affiliated entities serve as General Partner to certain of the Funds. North Reef, its employees, affiliates or their related persons may also invest directly in some or all of the Funds. Material Relationships or Arrangements with Certain Related Advisers North Reef does not recommend or select other investment advisers for its Funds.

North Reef is permitted, in appropriate circumstances, to cause Clients to purchase or sell securities in which North Reef, its affiliates and/or Clients, directly or indirectly, have a position or interest.

Code of Ethics Pursuant to Rule 204A-1 under the Advisers Act, North Reef has adopted a Code of Ethics (the “Code”) which sets forth standards of business and personal conduct for all North Reef’s officers, directors, employees and certain other persons associated with North Reef (collectively, “Access Persons”) and addresses conflicts of interest including those that may arise from personal trading by Access Persons. In addition, we recognize that we owe a fiduciary duty to our Clients and that Access Persons must conduct their business on our behalf in a manner that enables us to fulfill this fiduciary duty. Below is a summary of certain provisions contained in the Code. All Access Persons are required to acknowledge their receipt of, and agreement to abide by, the Code (among other things) upon hire and at least annually thereafter. The Code requires pre-clearance of certain transactions and requires that the interests of Clients be placed ahead of those of Access Persons in their personal trading. Access Persons must report personal securities holdings upon becoming an employee and annually thereafter. Access Persons must also report their personal securities transactions on a quarterly basis. Access Persons are prohibited from acquiring securities in an initial public offering or private placement unless prior approval is received from the CCO or a designee. In addition, the Code includes restrictions and reporting obligations in connection with gifts and entertainment. Employees are not permitted to solicit gifts or gratuities or accept gifts that are extravagant or excessive from any person or entity that does or seeks to do business with or on behalf of the Firm or a person affiliated with a company that is included in a Fund’s portfolio; however, customary business meals and entertainment are permitted. Any event that an employee reasonably expects to exceed an aggregate value of $1,000 must be approved in advance by the CCO. Employees are also generally prohibited from serving as directors of other companies unless approval is obtained from the CCO to serve as a director, or in a similar capacity, of a portfolio company of a Client managed by North Reef. The Code also requires employees to pre-clear all political activity (as defined in the Code). Employees may make a request to the CCO for an exception from certain of the above-listed restrictions. Such exceptions are granted, if at all, only under limited circumstances. North Reef’s Clients or prospective Clients may request a copy of the Code by contacting North Reef’s CCO at (949) 482-2121. Participation or Interest in Client Transactions As explained in Item 10 – Other Financial Industry Activities and Affiliations, the Adviser has pecuniary interests in Client accounts and receives fees for the advisory services it provides to Clients. North Reef’s affiliates, principals, and employees, and certain related persons (including investment vehicles that they manage) invest in one or more of the Funds or other Clients and the Adviser, North Reef in its sole discretion, reserves the right to waive, reduce or calculate differently the fees for any such investments. The fact that the Adviser, its affiliates, partners and employees and their related persons have pecuniary interests in Client accounts creates a potential conflict in that it could cause North Reef to make different investment decisions than if such parties did not have such interests. Further, advisory fees payable to North Reef are payable without regard to the overall success or income earned by Client accounts and therefore may create an incentive on the part of North Reef to raise or otherwise increase assets under management to a higher level than would be the case if North Reef were receiving no fees. North Reef

addresses these potential conflicts through regular monitoring of the Client portfolios as described in Item 13 – Review of Accounts. North Reef, its affiliates and its officers, directors, and employees may become aware of, and participate in, business opportunities and investments in which any of the Clients will not be given an opportunity to participate. The Adviser will use its best efforts in connection with the purposes and objectives of each Client and will devote as much of their business time and effort to the affairs of each Client as may, in their judgment, be necessary to accomplish the investment objectives of the Client. Affiliated persons may conduct other business activities, including any business within the securities industry, whether or not such business is in competition with a Client. Without limiting the generality of the foregoing, the Adviser or its affiliated persons may act as the investment adviser for others, may manage funds or capital for others, may have, make and maintain investments in their own name or through other entities, and may serve as officers, directors, consultants, partners or stockholders of one or more investment funds, partnerships, securities firms or advisory firms. It may not always be possible or consistent with the investment objectives of Clients for the same investment positions to be taken or liquidated at the same time or at the same price. Cross and Principal Transactions North Reef does not cause Clients to effect transactions in which such Client purchases securities or derivatives from, or sells securities or derivatives to, North Reef or its principals or affiliates (i.e., principal transactions). Subject to applicable law, North Reef executes transactions between multiple of its Clients (i.e., cross trades), either directly or through open-market transactions, where North Reef believes that such transaction is in the best interests of all participating Clients. This typically occurs in the context of rebalancing market exposure. Effecting cross trades when executed through the open market increases brokerage commissions and may result in certain Clients holding less of a profitable investment, or more of an unprofitable investment, than would be the case if there were no cross trades. Additional Conflicts of Interest North Reef invests Client assets in securities of companies which may be broker-dealers or banks used by North Reef to effect transactions for Client accounts, or vendors who provide products or services to North Reef. However, North Reef’s research review and broker-dealer selection processes do not take these relationships into consideration when evaluating companies for investment or broker-dealers and banks for executing transactions. Actual or potential conflicts of interest, as noted above, may arise from North Reef’s management responsibilities with respect to multiple accounts in similar and different investment strategies for different fee rates as described above. These responsibilities may, among other things, provide incentives to portfolio managers to devote unequal time and attention across client accounts, and the differing fees, incentives and relationships with the various accounts may provide an incentive to favor certain accounts. North Reef has written compliance policies and procedures designed to mitigate or manage these conflicts of interest, including policies and procedures to seek fair and equitable allocation of investment opportunities (including IPOs and new issues) and trades among all participating Client accounts. There is no guarantee that any such policies or procedures will cover every situation in which a conflict of interest arises.

North Reef has sole authority for selecting the broker-dealer used in transactions for the Funds and for negotiating the fees to be paid to the broker-dealers in connection with such transactions. North Reef recognizes its duty to obtain “best execution.” Consistent with such duty, in determining best execution, North Reef takes into account the full range and quality of a broker-dealer’s services, including such factors as the financial stability and reputation of brokerage firms, and the brokerage or other services provided by such brokers. North Reef does not select broker-dealers solely based on the lowest possible commission costs, but on the best qualitative execution and overall value. Moreover, North Reef does not measure best execution by the circumstances surrounding a single transaction but measures best execution instead over time. Consistent with such policy, consideration is given to a variety of factors, including, but not limited to, one or more of the following:

price quotes; market depth; the extent to which the counterparty makes a market in the security involved or has access to such markets; the counterparty's skill in positioning the securities involved; the counterparty's promptness of execution; adequacy of the counterparty's trading infrastructure, technology and capital; the counterparty's reputation for diligence, fairness and integrity; the counterparty's ability and willingness to correct errors; any other factors deemed appropriate by the Firm.

Although North Reef will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. Subject to applicable law and regulation, North Reef effects securities transactions with broker-dealers that provide brokerage or research services or pay for research services provided by third parties to us. These services are paid with soft dollar credits generated by our Clients’ brokerage commissions. These types of eligible transactions and benefits received are in accordance with Section 28(e) of the Securities Exchange Act of 1934. In some instances, North Reef may receive a product or service that may be used only partially for functions within Section 28(e) (i.e., an order management system, trade analytical software or proxy services). In such instances, North Reef will make a good faith effort to determine the relative proportion of the product or service used to assist North Reef in carrying out its investment decision making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting North Reef in carrying out its investment decision making responsibilities will be paid through brokerage commissions generated by advisory client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by North Reef from its own resources. Research and brokerage services obtained by the use of commissions arising from Clients’ portfolio transactions may be used by North Reef in its other investment activities and thus, Clients may not

necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. North Reef has no obligation to deal with any particular broker or dealer in executing transactions and will periodically review brokerage and soft dollar arrangements. Pursuant to SEC interpretative guidance, North Reef uses commission sharing arrangements (“CSAs”) with certain broker-dealers. These CSA broker-dealers execute trades and credit soft dollars to pools from which North Reef directs payments to the CSA broker-dealers, third-party broker-dealers, and independent research providers based on commission targets. The use of CSAs is intended to assist North Reef in providing credits to broker-dealers and to independent research providers who, in its judgment, provide the best access to analysts and/or management, while using reliable executing broker-dealers which North Reef believes will benefit North Reef’s Clients’ accounts. Brokerage for Client Referrals North Reef may elect to place Client orders with a broker-dealer that provides North Reef (or its affiliates) with the opportunity to participate in capital introduction events sponsored by the broker-dealer or refers potential investors to the Funds advised by North Reef (or an affiliate). Because such referrals, if any, could benefit North Reef and its affiliates, North Reef would have a conflict of interest with the Funds when allocating Client brokerage business to a broker who has referred investors to the Funds. To prevent Client brokerage commissions from being used to pay for investor referral fees, North Reef will not allocate Client brokerage business to a referring broker in sole recognition of the opportunity to participate in such capital introduction events or the referral of investors, but rather, will determine in good faith that the commissions payable to such broker is consistent with its obligation to seek best execution. Allocation and Aggregation of Investments North Reef’s duty of loyalty to one Client may potentially conflict with its duty of loyalty to another, particularly with respect to allocations of investments. In order to mitigate this inherent potential conflict of interest among Clients, North Reef has adopted a policy to provide equal and fair treatment to all Clients consistent with North Reef’s duty of loyalty. In particular, investments may not be allocated to one Client over another in order to, among other things: (i) favor one Client at the expense of another; (ii) generate higher fees paid by one Client over another, or produce greater performance compensation; (iii) develop a relationship with an investor or prospective investor or client; (iv) compensate an investor for past services or benefits rendered to North Reef, or induce future services or benefits to be rendered to North Reef; or (v) equalize performance among different Clients, or for any other similar reason. In the event North Reef determines to buy or sell the same security on behalf of more than one Client, when beneficial to Clients involved and subject to offering document limitations, North Reef may, but is not obligated to, place an aggregate order (in accordance with trade guidelines, as applicable) with the broker on behalf of all such participating accounts. In order to ensure fairness for all accounts, North Reef allocates investments pursuant to its allocation policy. It is North Reef’s policy, when purchasing securities for more than one Client (i.e., bunching orders), to purchase the quantity of such securities necessary to supply all Clients and to then average the aggregate costs over all securities purchased. Related benefits to such Clients also will be averaged over the securities purchased. In some circumstances, it may be appropriate for North Reef to buy or sell a security on behalf of more than one Client over a period of time. For example, if North Reef is buying a small capitalization and/or

relatively illiquid security for more than one Client, North Reef may wish to fill the order over a period of days or even weeks. In such instances, although it may not be possible to aggregate orders to be entered for all Clients, North Reef still must allocate Clients’ orders pursuant to the allocation guidelines (as applicable). However, in the event that North Reef determines a need to buy or sell a security on behalf of more than one Client over a period of time, there can be no assurance of equality of treatment among all Clients. From time to time, North Reef may determine that a particular investment opportunity is suitable for one or more, but not all, Clients for which it exercises investment discretion. North Reef may also determine that it is appropriate for certain Clients to take differing positions with respect to the same security. In such instances, North Reef may execute separate transactions on behalf of one or more Clients, which may have an effect on the market price of the security or the execution of such transactions. These effects may result in a benefit or detriment to one or more of the other Clients. North Reef has adopted and maintains policies and procedures reasonably designed to monitor for and mitigate conflicts of interest that may arise from the management of multiple Clients, and to ensure that investment decisions are implemented in a manner consistent with the investment objectives and strategies of each respective Client. North Reef recognizes that in certain circumstances, strict compliance with the foregoing may not be feasible and that unusual or extraordinary conditions may on occasion warrant deviation from the standard policies and procedures set forth herein. In these circumstances, the Firm’s CCO, in consultation with outside counsel (if appropriate), shall determine the appropriate action which, in his or her reasonable judgment, will serve the best interests of, and will be fair and equitable to, effected clients over time. Trade Errors Trade errors involving transactions effected by North Reef on behalf of its Clients may occur. North Reef will use reasonable efforts to detect such potential errors prior to settlement and promptly correct them. Trade errors may result in losses or gains. Unless the documents governing a Client relationship require alternative handling, losses caused by trade errors committed by North Reef will ordinarily be borne by impacted Client(s), except for losses caused by North Reef’s bad faith or gross negligence, which losses would then be borne by North Reef. To the extent a trade error is caused by a counterparty, such as a broker-dealer, North Reef will use reasonable efforts to recover any losses associated with such error from the counterparty. Any gains resulting from such errors will be retained by the affected Client(s). The evaluation of the standard of care exercised in committing a trade error will be performed by North Reef, in its sole discretion, and may be conflicted in making such a determination.

North Reef does not receive any economic benefits from non-Clients for providing investment advice or other advisory services. Further, North Reef and its related persons do not directly or indirectly compensate any third-party for Client referrals.

There are no legal or disciplinary events to report.

North Reef’s portfolio managers continually review Client portfolios. The nature of the review involves, but is not limited to, analyzing certain performance and risk measures and whether security positions or other investments should be maintained in view of current market conditions. Each investor in the Funds will receive annual audited financial statements within 120 days of the respective Fund’s fiscal year-end, K-1s and other tax informational statements (as applicable) within the time period required by law, and monthly unaudited capital account statements disseminated by the fund administrator.

The Funds may offer, upon request, certain investors additional information and reporting that other investors may not receive. Investors may be charged for such additional information and reporting.

North Reef and/or the General Partners may be deemed to have custody of assets of the Funds pursuant to Rule 206(4)-2 under the Advisers Act (the “Custody Rule”) due to broad contractual authority for account opening, cash management and fund expense payment granted by the Funds’ offering documents. The Custody Rule requires that an investment adviser advising pooled investment vehicles that are deemed to have custody pursuant to the Custody Rule undergo an annual GAAP financial statement audit or be subject to a surprise custody examination by an accounting firm registered with and subject to inspection by the Public Company Accounting Oversight Board. With the exception of assets that are considered to be “private offered securities” under Rule 206(4)-2(b), North Reef or its affiliates enter into agreements with qualified custodians to maintain custody of the Funds’ assets as required by the Custody Rule. These qualified custodians generally include banks, registered broker dealers and certain foreign financial institutions. The Funds are responsible for all costs of such qualified custodians. North Reef has elected to undergo an annual GAAP financial statement audit of the Funds, copies of which are delivered to each underlying Fund investor within 120 days of the end of each fiscal year, satisfying the requirements of the Custody Rule. North Reef urges all underlying investors of the Funds to carefully review all statements received from the Firm or the Fund administrator.

North Reef has discretionary authority to manage Client accounts and is authorized to make purchase and sale decisions for Clients subject to the investment objectives and guidelines set forth in the respective Client’s offering materials. Investors in the Funds do not have the ability to impose limitations on North Reef’s discretionary authority. Prospective investors in the Funds are provided with offering materials (and any applicable supplements) prior to their investment and are encouraged to carefully review such documents, along with all other relevant Fund materials, and to be sure that the proposed investment is consistent with their investment goals and tolerance for risk. Prospective investors should also consult with their legal, tax, or other advisors prior to making any investment. Prospective investors must also execute a subscription agreement, which constitutes a legal, valid and binding obligation of the investor, enforceable in accordance with its terms.

North Reef generally holds the authority to vote proxies on behalf of Clients and has adopted proxy voting policies and procedures designed to ensure that such proxies are voted in the impacted Clients’ best interests. Although North Reef typically refrains from voting proxies, when voting on behalf of, and in the best interest of our Clients, North Reef will generally seek to vote in a manner that will maximize the longterm economic value of Client assets, considering the specific strategy surrounding the investment, time horizons, contractual obligations, and any other facts or circumstances that the Firm deems relevant at the time of the vote. North Reef does not expect that there will be any material conflicts of interest with respect to any proxy vote between the Firm, its Access Persons, and Clients. However, the CCO, or its designee, will monitor the potential for material conflicts of interest on the part of the Adviser with respect to proxy voting including but not limited to records related to personal holdings, transactions in securities, and records of outside business activities and relationships with officers and directors of publicly traded companies. If a material conflict of interest is identified, North Reef will take steps to ensure that its voting decision is based on the best interests of the impacted Client(s), which may include, without limitation, seeking guidance from an independent third-party proxy advisor or disclosing the conflict and seeking guidance from a representative group of underlying investors or the primary adviser of the impacted Client(s). The CCO is responsible for overseeing the voting of proxies where a potential material conflict of interest has been identified. North Reef reserves the right to abstain from voting a specific proxy or proxy item when it concludes that the cost of voting outweighs the potential benefit, or when North Reef otherwise does not believe voting serves the best interests of the impacted Client(s). Clients may obtain a copy of North Reef’s complete proxy voting policies and procedures and information about how North Reef voted any proxies on behalf of its Clients by contacting North Reef’s CCO at (949) 482-2121.

North Reef 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.