Northern Right Capital Management, L.P.

Northern Right Capital Management, L.P., is organized as a Texas limited partnership. The Firm was founded in September 2015 with a principal place of business in Darien, Connecticut. Northern Right is principally owned by Matthew Drapkin (the “Principal”). Northern Right provides discretionary investment advisory services to privately offered pooled investment funds (the “Funds”) and Separately Managed Accounts (the “SMAs”, collectively with the Funds, the “Clients”). The Funds that are offered within the United States as well as to “U.S. Persons” in general (collectively, “U.S. Offerings”) (as defined by Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) are available only to persons who are “accredited investors” under the Securities Act, and only to persons who are “qualified purchasers” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Additionally, all investors must also be “qualified clients” under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Funds are not registered as investment companies under the Investment Company Act. The Funds generally invest in publicly traded securities primarily of small to mid-cap issuers. Certain Funds employ a long/short strategy (the “QP Funds”) while other Funds employ a long only strategy (the “Long Only Funds”). The Funds’ “Limited Partners” are hereinafter collectively referred to as the “Investors” where appropriate. Our investment decisions and advice with respect to the Funds, the SMAs are subject to each such Client’s investment objectives and guidelines, as set forth in the Client’s respective “Offering Documents.” We do not tailor our advisory services to the individual needs of any particular investor in our funds or any particular client. Under certain circumstances, we may contract with a client or investor to adhere to certain risk and/or operating guidelines imposed by the client or investor. We would negotiate such arrangements on a case-by-case basis. We do not currently participate in any Wrap Fee Programs. As of December 31, 2025, we had approximately $552,751,994 in Regulatory Assets Under Management “RAUM”. All of these assets were managed on a discretionary basis.

The fees applicable to each of our Funds are set forth in detail in their respective Offering Documents. The extent to, and specific manner in, which our Investors are responsible for fees, performance-based compensation and/or expenses are set forth in each Client’s applicable Offering Documents. Such terms for the Funds are summarized below. The Funds Management Fee and Performance Allocation With respect to the Funds, we generally are entitled to receive a management fee, payable with respect to each calendar quarter in advance, equal to between one quarter of one percent (1.0% per annum) and one quarter of two percent (2.0% per annum) of the net asset value of each investor’s capital account. In addition, the Firm or affiliate may be entitled to receive an annual performance allocation equal to between 10% and 20% of each limited partner’s allocable share of net profits. Performance allocations

are subject to a “high water mark” limitation and the terms and conditions set forth in the applicable governing documents for each Fund. The Firm in its sole discretion, may waive or modify the Management Fee or Performance Allocation for any Client. SMAs Management Fee With respect to each SMA client, we receive or may receive a management fee, payable either monthly or quarterly in arrears, equal to a percentage (typically from 0.5% to 2% per annum) of the market value of the Advisory Account (or each investment held in such Advisory Account) as of the end of each such month or quarter. Management fees charged with respect to SMA clients generally are negotiable based upon various factors, including, but not limited to, the size of the Advisory Account and the nature of the advisory services provided. With respect to certain Advisory Accounts, we do not charge or may not charge any management fee. Performance Allocation In addition, the Firm or affiliate may be entitled to receive an annual performance allocation equal to between 10% and 20% of each limited partner’s allocable share of net profits (if any) or upon the disposition of an investment held by an SMA Client. Performance allocations are subject to a “high water mark” limitation. Any performance allocation is subject to the terms and conditions set forth in the applicable governing documents for each SMA Client. The Firm in its sole discretion, may waive or modify the Management Fee or Performance Allocation for any Client. Other Types of Fees or Expenses The Funds The Funds will bear, or reimburse the Firm and/or the general partners for advancing, its own expenses to the maximum extent permitted by applicable law, including, without limitation, the following: (i) expenses related to the research, execution and monitoring of actual and prospective investments (whether or not consummated) and the consummation of investments, including, without limitation, the following: third-party investment sourcing fees; consulting fees; expert fees; fees and expenses of and related to obtaining research, analytics and market data (including, without limitation, third-party data sources and any information technology hardware, software and data subscriptions (such as Bloomberg and FactSet) or other technology incorporated into the cost of obtaining such research and market data); due diligence expenses including, without limitation, consulting and appraisal fees; investment- and research-related travel expenses (consistent with the Firm’s travel policy); any outsourced trading provider fees; brokerage and prime brokerage fees, commissions and expenses (including the costs of negotiating, documenting and/or amending agreements with prime brokers, ISDAs and other agreements with trading and financing counterparties); clearing and settlement charges; custodial fees and expenses; bank service fees; interest expenses and other borrowing costs; fees and expenses of proxy research and voting services; broken deal expenses; fees and expenses of third-party professionals, including, without limitation, consultants, investment bankers, attorneys, accountants and service providers who, in each case, provide services to the Funds or provide services to the Firm, the general partners or the Principal (on matters that would not have arisen but for their respective advisory relationships with the Funds); and expenses relating to engagement with a company irrespective of the outcome of such engagement, such as shareholder and management communication, soliciting proxies, hiring proxy advisory consultants, hosting shareholder forums, hiring public relations consultants and proposing or nominating directors or executives, including sourcing, recruiting, standby and indemnification and other expenses, regardless of whether the nomination is successful; (ii) organizational fees and expenses and fees and expenses incurred in connection with the offering and

sale of the Interests, including, without limitation, the following: the preparation and amendment of the Offering Documents; and fees and expenses of the Firm incurred in connection with “world sky” matters and private placement regimes, including the European Alternative Investment Fund Managers Directive, and Form D and blue sky and similar fees and expenses; (iii) operational expenses, including, without limitation, the following: fees and expenses relating to information technology hardware, software or other technology (including, without limitation, costs of software licensing, implementation, data management and recovery services and custom development) used to research investments, evaluate and manage risk, facilitate valuations, facilitate accounting functions, facilitate compliance with the rules of any self-regulatory organization or applicable law (including, without limitation, reporting obligations) in connection with the activities of the Funds, and facilitate and manage the order execution of securities or otherwise manage the Funds (such as portfolio management systems and order management systems); fees and expenses of thirdparty risk management products, models and services; third-party administrative fees and expenses, including fees and expenses of the administrator and any middle and/or back office service provider; fees and expenses of third-party professionals, including, without limitation, consultants (including the fees, and expenses related to the activities, of any compliance consultant, its archiving costs, and systems utilized for compliance (such as ComplySci, Global Relay or other such similar vendors)), valuation service providers, attorneys, accountants and tax preparers, and, for the avoidance of doubt, various fees and expenses of vendors and service providers that are or may be affiliated with or controlled by the Principal and his affiliates; third-party audit and tax preparation expenses; insurance expenses, including, without limitation, premiums for cybersecurity insurance and liability insurance (including directors and officers liability insurance and errors and omission insurance) covering the Funds, the general partners, the Firm and the principals, officers, employees, managers, partners, members, affiliates (in each case, even if such insurance covers conduct for which indemnity would not be available from the Funds); fees and expenses associated with director meetings and meetings of the Investors as a whole, including, without limitation, expenses related to the organization and conduct of such meetings (including, without limitation, travel, lodging and meal expenses), and director fees (including registration fees); costs of preparing and distributing reports and notices to Investors (including the development, implementation and maintenance of an investor electronic delivery site and/or system); entity-level taxes; fees and expenses related to compliance with applicable law and regulations in connection with the activities of the Funds, including, without limitation, any governmental, regulatory, licensing, filing, reporting or registration expenses, fees or taxes (including, without limitation, fees and expenses incurred in connection with the preparation and filing of Form PF, Section 13 filings, Section 16 filings and other similar regulatory filings for the Funds or the Firm, the general partners or the Principal on matters that would not have arisen but for their respective advisory relationships with the Funds, and any filings or reporting with respect to compliance with FATCA, AEOI (each as defined herein) or similar laws enacted in other jurisdictions, as well as any foreign tax regime registrations, tax filings and associated annual fees and expenses); and any fees and expenses related to compliance with anti-money laundering laws and regulations applicable to the Funds (including AML officer fees and expenses); and (iv) extraordinary expenses, including, without limitation, the following: the costs of any litigation or investigation involving the activities of the Funds (including attorney’s fees and investigative fees and expenses); the cost of settlements and indemnification expenses (including advances thereof) (for clarity, the Firm and the general partners are authorized to commit the Funds to potential indemnity obligations towards certain counterparties entering into agreements with the Funds for the provisions of services and otherwise); fees and expenses incurred in connection with any tax audit by any U.S. federal, state or local authority, including, without limitation, any related administrative settlement and judicial review; and fees and expenses incurred in connection with the reorganization, restructuring, termination, winding-up or dissolution of any of the Funds. The Firm and/or the general partners may, in their discretion, waive their right to be reimbursed for any of the foregoing expenses for any period of time. Any such waiver will not require the Firm or the general partners to waive their right to be reimbursed for such expenses in the future.

SMAs In addition to management fees and/or performance-based fees, each SMA client generally bears all costs and expenses relating to the SMA’s investment activities, including but not limited to all brokerage commissions, transfer taxes and other brokerage and custodial fees and expenses relating to transactions in the SMA, together with SMA client’s proportionate share of any and all legal, accounting, consulting or other expenses incurred by us on behalf of the SMA relating to actions taken by us with respect to the SMA’s investments, including without limitation any such expenses relating to compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder.

The descriptions set forth in this Brochure of specific advisory services that we offer to Clients, and investment strategies pursued and investments made by us on behalf of our Clients, should not be understood to limit in any way our investment activities. We may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that we consider appropriate, subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents. The investment strategies we pursue are speculative and entail substantial risks. Clients 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. Methods of Analysis and Investment Strategies QP Funds The primary investment objective of the Funds is to achieve long-term capital appreciation through

primarily investment in publicly-traded securities. The Funds employ a long/short strategy which includes concentrated, best ideas approach utilizing a strong value orientation to invest in structurally mispriced high-quality businesses with misunderstood value drivers. With a bias toward small and midcap companies, the strategy targets mispricing across idiosyncratic secular growth opportunities that include special situation investments, and high distribution yield equities. The Firm’s “Growth Through a Value Lens” focus is a fundamental, bottom-up, valuation driven research discipline with a multi-year framework. The long portfolio is concentrated, on average, in 15 to 20 core positions, and the short portfolio consists of a combination of singe stock and thematic basket alpha shorts, as well as industry and index hedges. Long Only Funds The Long Only Funds’ primary investment objective is to achieve long-term capital appreciation through investment in publicly traded securities primarily of small- to mid-cap issuers. The Partnership employs a concentrated approach and invests in structurally mispriced high-quality businesses with misunderstood value drivers. The Partnership targets opportunities across three focal areas of structural mispricing: secular growth at a value price, special situations investments with a catalyst, and high yield equities. The Firm’s “Growth Through a Value Lens” focus is a fundamental, bottom-up, valuation driven research discipline with a multi-year framework. SMAs With respect to the SMAs, we may invest in a limited number of issuers or pursue investment strategies that are similar to those pursued with respect to the Funds while targeting different levels of risk. However, SMAs are managed in accordance with the terms, conditions, guidelines and limitations set forth in the applicable investment management agreements. Risk Management The firm attempts to manage risk through the quality of its investment process and monitoring certain metrics such as individual position size, aggregate gross and net portfolio exposure, and liquidity. Additionally, we monitor ownership percentage and on the short side we monitor short interest. These metrics in isolation and aggregate are reviewed daily and adjustments to the portfolio are made based on thoughtful discussions by the Investment team and ultimately at the discretion of the Portfolio Manager. Risk of Loss Factors The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by us. These risk factors include only those risks we believe to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by us. An investment involves significant risks, and is suitable only for those persons who can bear the economic risk of the loss of their entire investment, who have limited need for liquidity in their investment, and who have met the conditions set forth in the Offering Documents. There can be no assurances that we will achieve our investment objectives. An investment carries with it the inherent risks associated with investments in publicly traded stocks and bonds, options, and related instruments, including, without limitation, the risks described below. Each prospective investor or client should carefully review the Offering Documents and the documents referred to herein before deciding to invest with Northern Right. Investment and Trading Risks Generally: All investments risk the loss of capital. No guarantee or representation is made that the Clients’ program

will be successful. The Clients’ investment program involves, without limitation, risks associated with limited diversification, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, systems risks and other risks inherent in the Clients’ activities. Certain investment techniques of the Clients may, in certain circumstances, substantially increase the impact of adverse market movements to which the Clients may be subject. In addition, the Clients’ investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally or in markets where the Clients invest its assets. The Clients’ methods of minimizing such risks may not accurately predict future risk exposures. Risk management techniques are based in part on the observation of historical market behavior, which may not predict market divergences that are larger than historical indicators. Also, information used to manage risks may not be accurate, complete or current, and such information may be misinterpreted. Equity Risks: The market price of securities owned by the Clients may go up or down, sometimes rapidly or unpredictably. A risk of investing in the Clients are that the equity securities in its portfolio will decline in value due to factors affecting equity securities markets generally or particular industries represented in those markets. The values of equity securities may decline due to general market conditions which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Other risks of investing globally in equity securities may include changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, and difficulty in obtaining and enforcing judgments against non-U.S. entities. In addition, securities which the Firm believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Firm anticipates. As a result, the Clients may lose all or substantially all of its investment in any particular instance. Relative Value and Directional Investments: The Clients’ investment strategies depend on the Firm’s ability to accurately predict future price movements of securities or the convergence of market prices toward the theoretical values expected by the Firm. Any such attempt to predict future price movements is inherently risky and inaccurate. Often, price movements will be determined by unanticipated factors, and the Firm’s analysis of known factors may prove incorrect, in each case potentially leading to substantial losses to the Clients. Small and Medium Capitalization Companies: The Clients invest a substantial portion of its assets in the securities of publicly-traded companies with small to medium-sized market capitalizations. While such securities often provide significant potential for appreciation, the securities of certain companies, particularly smaller-capitalization companies, involve higher risks in some respects than do investments in securities of larger companies. For example, prices of small-capitalization and even medium-capitalization securities are often more volatile than prices of large-capitalization securities and the risk of bankruptcy or insolvency of many smaller companies (with the attendant losses to investors) is higher than for larger, “blue-chip” companies. In addition, due to thin trading in the securities of some small-capitalization companies, an investment in those companies may be illiquid. Short Selling: The Clients’ investment portfolio may include short positions. Short selling involves selling securities which may or may not be owned and borrowing the same securities for delivery to the purchaser, with

an obligation to replace the borrowed securities at a later date. Short selling allows the investor to profit from a decline in the price of a particular security to the extent that such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which the Clients engage in short sales depends upon the Firm’s investment strategy and opportunities. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to the Clients of buying those securities to cover the short position. There can be no assurance that the Clients will be able to maintain the ability to borrow securities sold short. In such cases, the Clients can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the security necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Highly Volatile Markets: The prices of financial instruments in which the Funds invest may be volatile. Price movements of the financial instruments in which the Funds invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments and national and international political and economic events and policies. The Clients are subject to the risk of failure of any of the exchanges on which its positions trade or of its clearinghouses. In addition, governments from time to time intervene in certain markets, directly and by regulation, particularly in currencies, futures and options. Such intervention is often intended to directly influence prices and may, together with other factors, cause some or all of these markets to move rapidly in the same direction. The effect of such intervention is often heightened by a group of governments acting in concert. Investments in Unlisted Securities: The Clients may invest in unlisted securities of companies. Because of the absence of any trading market for these investments, it may take longer to liquidate, or it may not be possible to liquidate, these positions than would be the case for publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized on these sales could be less than those originally paid by the Clients. Further, companies whose securities are not publicly traded may not be subject to public disclosure and other investor protection requirements applicable to publicly traded securities. In the event there is no trading market for these investments, the Clients values such investments based either on consistently applied objective standards, such as indications from unaffiliated brokers, an independent appraisal or in accordance with other procedures it deems reasonable. Convertible Securities: The Clients may invest in convertible securities. Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or different issuer within a particular period of time at a specified price or formula. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion

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Our clients are the Funds and SMAs, as described in Item 4 above. The Funds are generally open to, among others, institutions, pension plans, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors. The SMAs, include charitable organizations, endowments, family offices, high net worth individuals, and other sophisticated investors. We may in the future provide investment advice to other types of clients. There are minimum investment requirements for investors in the Funds. In all cases, the minimum investment required for a Fund is subject to waiver by the Firm to the extent permitted by applicable law. Details can be found in the respective Offering Documents of the Funds. Eligible investors and minimums for SMAs are specific to each such Client and are set forth in the applicable Investment Management Agreement for each such Client.

As noted under Item 5 above we or our affiliates may be entitled to performance-based compensation from certain Clients. Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement. As a result, we or our affiliates may face certain conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. We address these conflicts through our investment allocation policy and full and fair disclosure in applicable governing, account and/or Offering Documents and/or this Brochure.

Mr. Drapkin currently serves as the Chairman of Boardroom Alpha Inc. (“Boardroom Alpha”), a firm that provides proprietary research and data analytics services to its clients, and Mr. Drapkin currently has a material ownership interest in Boardroom Alpha. Mr. Drapkin devotes a portion of his overall time and attention to Boardroom Alpha, which may conflict with his obligations to the Clients. Because Boardroom Alpha has been engaged and retained on behalf of the Clients to provide its proprietary research and data analytics services, and the - Clients pay standard/arm’s length fees to Boardroom Alpha in consideration of such services, there is a potential conflict of interest on account of Mr. Drapkin’s proprietary ownership interest in Boardroom Alpha and his continuing role with respect thereto such that the general partner could be incentivized to cause the Clients to specifically engage Boardroom Alpha in certain circumstances over comparable service providers. Northern Right Capital Offshore Management, Ltd. and Northern Right Fund GP LLC each serve as a “General Partner” to certain funds and are affiliated under common control. Northern Right Fund GP LLC is an exempt Commodity Pool Operator under Rule 4.13(a)(3). Mr. Drapkin also is currently on the board of Great Elm Group (“GEG”), is a publicly traded, investment management company. GEG is a current investment in one or more Clients. Thus there is a material conflict of interest with respect to Clients’ positions with GEG given that Mr. Drapkin may have an interest in having a Client invest in such company, even if doing so would not necessarily be in the best interest of the Clients

Code of Ethics Northern Right has adopted a “Code of Ethics” that establishes the high standard of conduct that we expect of our employees and procedures regarding our employees’ personal trading of securities. Our employees are required to certify their adherence to the terms set forth in the Code of Ethics upon commencement of employment and annually thereafter. Employees also are required to provide quarterly certifications of compliance with certain Code of Ethics provisions. The foundation of our Code of Ethics is based upon the following underlying fiduciary principles: •

Employees must at all times place the interests of the Funds and Investors first;

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Employees must ensure that all personal securities transactions are conducted consistent with the Code of Ethics’ Employee Personal Investment Policy (described below); and

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Employees should not take inappropriate advantage of their position at the Firm.

Personal trading by access persons generally may be conducted only if with the prior written approval of the Chief Compliance Officer in each instance. Access persons generally are also required to obtain

the prior written approval of the Chief Compliance Officer prior to acquiring ownership of any securities issued in an initial public offering or securities issued in a private placement. Access persons are prohibited from engaging in “front-running,” which is the practice of trading in advance of client accounts. To prevent this practice, we closely monitor the investments made by our access persons. We maintain a “Restricted Record” with the names of issuers of securities about which we (or our access persons) have (or may be deemed to have) material, non-public information. Access persons generally are prohibited from trading securities on the Restricted Record (or any other securities to which the material non-public information relates), without the prior approval of the Chief Compliance Officer. The Chief Compliance Officer or designee periodically reviews access persons’ personal transaction and holdings reports in an attempt to confirm that each access persons is conducting his or her personal securities transactions in a manner that is consistent with the code of ethics. We will provide a copy of our Code of Ethics to our Investors, or any prospective investor, upon request, to be viewed on the premises.

Selecting or Recommending Broker-Dealers Northern Right is authorized to determine the broker-dealer to be used for executing securities transaction for the Clients. In selecting broker-dealers to execute transactions, we do not need to solicit competitive bids and do not have an obligation to seek the lowest available commission cost. It is not our practice to negotiate “execution only” commission rates; therefore, the Clients may be deemed to be paying for research, brokerage or other services provided by the broker which are included in the commission rate. We shall also have the authority to select and appoint custodians of the assets of the Clients. The Firm’s authority is limited by its own internal policies and procedures and each Client’s investment guidelines. Neither Northern Right nor any related person receives client referrals from any broker-dealer or third party. However, subject to best execution, we may consider, among other things, capital introduction and marketing assistance with respect to Investors or Clients in selecting or recommending brokerdealers for the Clients. Best Execution In selecting an appropriate broker-dealer to effect a client trade, we seek to obtain “Best Execution,” meaning generally the execution of a securities transaction for a client in such a manner that a client’s total costs or proceeds in the transaction are most favorable under the circumstances. Accordingly, in seeking Best Execution, we will take into consideration the price of a security offered by the brokerdealer, as well as a broker-dealers’ full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to us, brokerage and research services provided to us (for example, research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, and settlement and custodial services. Research and Other Soft Dollar Benefits The Firm may use “Soft Dollars”. In such cases, Soft Dollar credits, generated by the Clients’ trading activities, would be used to purchase brokerage and research services or products that would otherwise have been a Client expense. We intend to keep any such arrangements within the parameters of the safe harbor of Section 28(e) of the Exchange Act.

The provision by a broker of research and other services and property to us creates an incentive for us to select such broker since we would not have to pay for such research and other services and property as opposed to solely seeking the most favorable execution for a client. Any research, services or property provided by a broker may benefit any client and such benefits may not be proportionate to commission dollars related to the provision of such research, services or property. Directed Brokerage Northern Right determines the selection of broker-dealers for securities transactions of the Clients subject to the Firm’s policy to seek best execution for such transactions. Northern Right does not recommend, request or require that a Client direct it to execute transactions through a specified brokerdealer, nor does Northern Right permit a Client to direct brokerage. Trade Errors Northern Right’s “Trade Error Policy” provides that any Trade Error should be corrected as soon as possible following discovery of the Trade Error in accordance with the Firm’s policies and procedures. The Firm generally will seek to detect such Trade Errors prior to settlement and promptly correct and/or mitigate them. A Trade Error may not be resolved by reallocating the trade to another Client. Soft Dollar credits, if any, may not be used to pay for correcting Trade Errors. Aggregation of Orders Northern Right has multiple Clients with similar strategies, which can potentially benefit from aggregating orders. When the Firm purchases securities for more than one account, it will aggregate orders unless aggregation is not consistent with its duty to obtain best execution or aggregation is not consistent with the terms of the investment guidelines, investment objectives and/or restrictions for one or more of the Clients. Each Client that participates in an aggregated order will participate with the average price, with transaction costs generally allocated pro rata based on the size of each Client’s participation in the transaction.

We do not receive economic benefits from non-clients for providing investment advice and other advisory services. We have not entered into, but could potentially in the future enter into, agreements or arrangements

with third party placement agents or solicitors who refer clients or investors in one or more of the Funds to us. For their referral services, such persons may receive compensation from us (or our affiliates) which may be (i) a percentage of the management fee and/or performance-based allocation or fee, or (ii) a flat fee retainer payment. Investors generally will not be charged any higher or additional fee as a result of such agreements or arrangements.

To the best of our knowledge, there are no legal or disciplinary events that are material to an Investor, Client, or prospective investor’s evaluation of our advisory business or the integrity of our management.

The portfolio manager, Matthew Drapkin generally conduct reviews of client accounts on a daily basis and investment professionals continuously monitor and analyze the transactions, positions, and investment levels of the Clients to ensure that they conform with the investment objectives and guidelines that are stated in the applicable Offering Documents or investment management agreement. In these reviews, the Firm pays particular attention to any changes in the investment’s fundamentals, overall risk management and changes in the markets that may affect price levels. Account Reporting We generally provide periodic performance reports to our Clients and Investors. We will distribute an audited financial report with respect to the previous fiscal year to all Investors within 120 days of fiscal year end. In addition, we provide (and may in the future provide) certain additional information and/or reports to certain clients and/or investors that is not distributed to other clients and/or investors.

We serve as General Partners to the Funds for which we provide investment advisory services. Accordingly, we are deemed to have custody of Client funds and securities for such Funds. However, we do not send quarterly (or more frequent) statements to the Funds. We do not maintain custody of Client funds or securities for the SMAs because we do not have possession or have authority to obtain possession of such funds or securities. Client funds and securities for SMAs are held on the Client’s behalf with a qualified custodian. Clients should review any statements received from us or a custodian carefully, and to the extent they receive statements from both us and a custodian, they are urged to compare such statements carefully.

We have full discretionary investment authority with respect to the Clients, including authority to make decisions with respect to which securities to be bought and sold, as well as the amount and price of those securities.

In compliance with Rule 206(4)-6 of the Advisers Act (i.e., the “proxy voting rule”), we have adopted proxy voting policies and procedures. The general policy is to vote all proxy proposals, amendments, consents or resolutions (collectively, “Proxies”) in a prudent and diligent manner that will serve the applicable Client’s best interests and is in line with the Client’s investment objectives. We take into account all relevant factors, as determined by us in our discretion, including, without limitation: •

the impact on the value of the securities or instruments owned by the relevant client and the returns on those securities;

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the anticipated associated costs and benefits;

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the continued or increased availability of portfolio information; and

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industry and business practices.

Generally, clients may not direct our vote in a particular solicitation. Clients may obtain a copy of our Proxy voting policies and our Proxy voting record upon request. With respect to the SMAs, we may accept authority to vote securities held by or on behalf of the SMAs clients. In such event, we vote proxy proposals, amendments, consents or resolutions in a manner that serves the best interests of the SMAs, as determined in our discretion, and in accordance with our proxy voting policy. The SMAs may obtain copies of our proxy voting policy, together with information regarding how we have voted past proxies, by contacting us. Depending on the applicable circumstances, we may vote one client’s securities differently than we

vote those of another client, or may vote differently on various proposals, even though the securities or proposals are similar (or identical). In some instances, we may determine that it is in the client’s best interest for us to “abstain” from voting or not to vote at all and will do so accordingly. At times, conflicts may arise between the interest of a client, on the one hand, and the interest of either another client, us or their respective affiliates on the other hand in consideration of a proxy vote. For example, a vote could arise in relation to a single company that (i) has issued stock to a client with a buyout investment mandate, and (ii) has issued bonds or other debt instruments that are owned, in part, by a client that is permitted to invest in debt instruments. To address such potential conflicts, we follow the procedures outlined in our proxy voting policy. Our proxy voting policy requires that in all situations involving a potential conflict between two clients, the vote will be made without regard to our actual or anticipated compensation. We or a client may utilize a third-party service provider to assist us with the processing of proxy votes.

We are not required to include a balance sheet for our most recent fiscal year, are not aware of any financial condition reasonably likely to impair our ability to meet contractual commitments to Clients, and have not been the subject of a bankruptcy petition at any time during the past ten years.