SEAPORT GLOBAL ASSET MANAGEMENT LLC

Seaport Global Asset Management LLC (“SGAM”, the “Firm”, “we”, “us” or “our”) is a Delaware limited liability company which was formed in August 2017 with the primary purpose of providing investment advisory services. The Firm, and its affiliated entities, generally provide discretionary investment advisory services to U.S. and non-U.S. clients including sponsored and non-sponsored private investment funds (the “Funds”), special purpose entities (each a “Special Purpose Entity” or “SPE”), (collectively, the “Clients”). Seaport also from time to time provides and sells research for a negotiated fee. Seaport Global Asset Management LLC is a wholly owned subsidiary of Seaport Global Holdings LLC (“SGH”), whose principal owners and managing members are Stephen C. Smith, Michael J. Meagher and Michael J. Meyer. Details of the ownership are provided on Form ADV Part 1, which is available on the SEC’s website at www.adviserinfo.sec.gov. Penn Capital Management Company, LLC and SR Alternative Credit, LLC are now under common control with SGAM and are considered related persons as reflected in Section 7.A of SGAM’s Form ADV Part 1. The Firm and its affiliated entities provide advice to the Clients based on their specific investment objectives and strategies as set forth in each offering memorandum, limited partnership agreement, or other applicable governing documents of each Fund (collectively the “Governing Documents”). Generally, investors in any of the Firm’s and/or affiliated entities sponsored Funds do not have the ability to individually tailor their investments or impose specific investment restrictions. However, when deemed appropriate, a Fund can create a special class of interests or shares to accommodate a particular investor, or a group of investors, unique investment restrictions. The Firm and/or an affiliated entity has, and reserves the right to in the future, in their sole discretion, enter into “side letter” agreements or other similar agreements (collectively, “Side Letters”) on behalf of the Funds with one or more investors which grant, modify, or supplement specific rights, benefits, or privileges for such investor that are not generally available to all investors. Such specific rights, benefits, or privileges include, without limitation, variations with respect to management and performance fees, performance allocations, minimum investment amounts, access to information, investment portfolios, and liquidity terms, that are not generally available to other investors. The Firm and/or its affiliates or the Funds will not be required to notify any or all of the other investors of any such classes or Side Letters or any of the rights and/or terms of provisions thereof, nor will the Firm, its affiliates or the Funds be required to offer such additional and/or different rights and/or terms to any or all of the other investors. We provide discretionary investment advisory services to the Firm’s Clients, directly and/or through certain affiliated entities that were established for operational, legal and other purposes. Affiliates have been identified in Item 10 hereof. The Firm and its affiliates intend to conduct their activities in accordance with the Advisers Act and the rules thereunder. Employees of the Firm

and any other persons acting on their behalf are subject to the supervision and control of the Firm or its affiliates, as applicable. The advisory relationship between each Client and the Firm is governed by their respective Governing Documents. The investment objectives, fee arrangements and terms of Special Purpose Entities are individually negotiated by the Firm and/or an affiliated entity and each SPE Client. However, note that certain limited partners negotiate terms (including Management Fees payable to the Firm and carried interest payable to applicable general partners) through the negotiation of the limited partnership agreement, Side Letters or similar documents. From time to time, we can structure, and we or one of our affiliates can serve as the manager and/or general partner to an SPE through which the Clients can invest in one or more particular investment opportunities (each, a “Special Purpose Entity”). These Special Purpose Entities are pass-through entities from which we receive no management fees, performance fees or other economic benefit in connection with the acquisition of the particular investment opportunity or opportunities. This Brochure generally includes information about the Firm and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies to specific Clients or affiliates only. This Brochure does not contain all of the terms and conditions related to an investment in a Fund or SPE, or all of the risks associated with any such investment, and certain of the information contained herein is in summary form. As a result, prior to any investment in any Fund or SPE, all prospective investors should carefully review the Governing Documents for such Fund or SPE. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities are generally offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering can be made. Investors in the Funds generally must be both "accredited investors", as defined in Regulation D, and "qualified purchasers", as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. The Firm does not participate in wrap fee programs. Please refer to Item 8 for a more detailed description of the Firm’s investment strategies as well as the securities and other instruments purchased by Clients under the management of the Firm. Persons reviewing this Brochure should not construe this as an offering of securities or a solicitation to purchase shares in any of the Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum to eligible investors. These Funds, as well as SPE’s managed directly by the Firm, will provide for Governing Documents between the Client and the Firm detailing the types of investments that can be purchased/sold, whether the Client can use leverage and to what extent, and whether short-selling is permitted.

As of December 31, 2025, the Firm had approximately $80,038,704 in regulatory assets under management on a discretionary basis and no regulatory assets under management on a nondiscretionary basis.

The fees applicable to each Client are set forth in detail in each Client’s Governing Documents. All investors should review the governing documents of the respective Fund in conjunction with this Brochure for complete information on the fees and compensation payable with respect to the applicable Fund. A brief summary of such fees is provided below. Management Fee The Firm and/or an affiliated entity receives an annual management fee (“Management Fee”) from the Funds. In general, each Fund’s Governing Documents between the Firm and such advisory client describe the basic fee structure relevant to the advisory clients and investors. Generally, the Management Fee is calculated and payable quarterly in advance, at (i) a quarterly rate of 0.0625% (0.25% per annum) up to 0.375% (1.50% per annum) of either the net asset value of the relevant shares or interests in each Fund on the first day of such quarter, or as otherwise agreed in the Fund’s Governing Documents, or (ii) on the Client’s undrawn commitments during the investment period and invested capital thereafter, or total invested capital. Withdrawing investors from a Fund, or Clients that terminate investment advisory services before the end of a billing period, are generally refunded any prepaid unearned Management Fees in excess of those applicable to the period of actual investment. The Firm, in its sole discretion, can reduce, waive or calculate differently the Management Fee with respect to certain Clients and has done so with respect to employees and affiliates of the Firm. Performance-Based Allocation or Fee The Firm, or an affiliate of the Firm, will generally be entitled to a performance allocation, or carried interest, (“Performance Allocation”) from the Funds in accordance to the terms within each Fund’s Governing Documents. Generally, the Performance Allocation is equal to (i) up to 20% of net appreciation (including both realized and unrealized gains and losses) on an annual basis, subject to the recovery of any amount in the loss recovery account (i.e., a high water mark). The Performance Allocation is also calculated and payable at the time of an investor’s withdrawal or redemption with respect to the amount withdrawn; or (ii) up to 20% of any amount distributed in excess of each Fund returning an aggregate amount equal to all capital contributed by such beneficial investors. Each Fund’s Governing Documents will further detail these compensation arrangements. The Firm, in its sole discretion, can reduce, waive or calculate differently the Performance Allocation (or performance-based fee) with respect to certain Clients and has done so with respect to employees and affiliates of the Firm.

Expenses The Firm is responsible for and will pay, without reimbursement, all of its internal operating and overhead expenses, including all costs of its personnel, office space, office equipment and supplies, wages, bonuses and other employee benefits. Whether an expense is a Client or Firm expense is governed by each Clients Governing Documents and it is the joint responsibility of the Chief Compliance Officer, Chief Financial Officer and/or Chief Operating Officer, with the assistance of such other parties as they deem necessary, to oversee how expenses are allocated. If permitted under a Client's Governing Documents, from time-to-time the Firm can advance payment of an expense on behalf of the Client and to the extent that the expense can be appropriately borne by the Client, the Firm can seek reimbursement from the Client. Once a determination is made that an expense is a Client expense which is attributable to more than one Client account, the Chief Compliance Officer, Chief Financial Officer and/or Chief Operating Officer, with the assistance of such other parties as they deem necessary, shall determine the appropriate allocation methodology among the Client accounts. For instance, expenses that directly relate to a specific investment can be allocated based on how the investment is held by, or is to be allocated to, the Client accounts. In addition to the Management Fee and Performance Allocation or fee described above, each Client shall bear its own investment and operating expenses. Such expenses vary by Fund or Special Purpose Entity and generally include, but are not limited to, legal, auditing, accounting, tax and administration fees and all other expenses of the Fund, or Special Purpose Entity, including, without limitation, due diligence expenses, custodian fees, taxes on securities transactions, interest on borrowed money, brokerage fees and commissions and any other similar fees, clearing expenses or other fees and expenses, research and consulting fees, legal expenses for Client regulatory filings and compliance, costs of any legal proceedings, insurance costs and indemnification obligations, all other expenses related to the identification, sourcing, acquisition, management, purchase, sale or holding of investments (including investments that are not consummated). The Funds and/or Special Purpose Entities can invest in Exchange Traded Funds or other similar closed end funds, through which they can incur additional underlying costs and expenses. The organizational and initial offering expenses of the Funds will either be expensed as incurred or, where permitted by applicable rules, amortized over a period not to exceed 180 months beginning at the commencement of the Fund’s operations. The Firm can in its discretion present co-investment opportunities to third parties (which can include Clients and investors in the Funds). Prospective co-investors might not under some circumstances agree to bear any, or their proportionate share, of the expenses associated with developing, consummating, and monitoring a proposed co-investment. Where a proposed transaction is not consummated, broken deal expenses relating to such proposed transaction can be allocated to potential co-investors to the extent practical or pursuant to agreement with such

proposed co-investors, or can be fully borne by the applicable Client(s) that would have made the investment. Prospective investors in the Funds should refer to the relevant Fund’s Governing Documents for a more complete understanding of how the Firm is compensated for its advisory services. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Fund’s Governing Documents.

Investment Objective Each Client’s investment objective is outlined in its applicable Governing Documents. SGAM’s objective is to achieve attractive risk-adjusted returns across all economic cycles. The Firm ordinarily has the discretion to pursue each Client’s investment objective. The Firm will seek to identify investment opportunities that offer the prospect of a significant asymmetric risk-adjusted return through investing in situations that, in some cases, can be misunderstood by the broader market, or can fall between the structural biases of the traditional hedge fund and private equity fund models. The Firm will place particular emphasis on identifying and exploiting situations in which deeper knowledge of fundamentals offers enhanced returns. We believe that developing a thorough fundamental, research-driven appreciation of a particular company or sector, as well as focusing on investment opportunities possessing a catalyst, can afford the Clients a competitive advantage. While the Firm invests primarily in accordance with the methodology discussed above, we maintain broad and flexible investment authority. Methods of Analysis The Firm intends to pursue its investment objective primarily by investing in various loans, debt and equity securities, and other instruments that the Firm believes are inefficiently held or financed, are issued by companies undergoing change or are mispriced due to market misunderstanding of risk. In most cases, we will seek to invest assets in companies with a defined existing or anticipated catalyst (e.g., a restructuring, macroeconomics, spin-off, refinancing, etc.) that increases the likelihood of realization of value. The Firm’s flexible investment mandate allows for the identification of asymmetric investment opportunities across multiple asset classes. In seeking to identify investment opportunities throughout the capital structure, we expect the Clients to be active at various times in some or all of the following core asset classes: Distressed Debt, Public Equity, Private Equity, Private Debt, High-Yield Corporate Debt, Relative Value, Special Situations, Real Estate and Distressed Real Estate. In order to achieve our investment objective, Client accounts are permitted to invest in a broad range of private and publicly traded, U.S. and non-U.S. securities and instruments, including the ability to purchase, hold or sell a wide variety of securities and other investment instruments, including, without limitation, bonds, debentures, notes, loan participations or assignments,

preferred stock, common stock, rights, units, warrants, partnership interests, interests in real estate, trade and other vendor claims, mortgages and mortgage-related securities or instruments, contractual obligations and claims, contingent rights, litigation rights and claims, certificates of beneficial interest, liquidation trust certificates in bankruptcies and other situations, put and call options, over-the-counter or listed commodity or equity derivative products, exchange-traded funds, indices, futures, deliverable and non-deliverable foreign currency and other forward contracts and stock exchange indices, swaps, contracts for difference, credit derivatives and other over-the-counter derivative products, commodity interests, limited liability company interests, joint venture interests and any other securities or instruments or assets and liabilities. A substantial portion of the securities and instruments held by the Firm’s Clients can not be registered or listed on any exchange, and such securities and instruments can have to be held for a substantial period of time before they can be liquidated. From time to time, Clients also can hold cash or cash equivalents. The Firm will monitor each Client’s portfolio on each trading day. In conducting its portfoliomonitoring activities, we will rely on a variety of publicly available information, as well as information provided by management and creditors of portfolio companies, brokers, dealers, analysts, professional asset managers, research services and hired consultants and advisers. The Firm also can consult with legal and other experts and speak with members of official and unofficial creditor committees of portfolio companies involved in bankruptcy reorganizations and their legal and financial advisers. When deemed appropriate, the Firm or its affiliates, principals or employees can seek to serve as members of creditor committees or boards of directors. Such involvement in an issuer’s reorganization proceedings or on an issuer’s board of directors could result in the receipt of material nonpublic information and the imposition of restrictions limiting the Firm’s ability to liquidate the position for a significant period of time. Risk of Loss Investing in securities entails a high degree of risk and is suitable only for sophisticated investors for whom an investment in the Funds and/or Special Purpose Entities does not represent a complete investment program and who fully understand and are capable of bearing the risks of such investment. Investors could lose all or substantially all of their investment. Prospective investors should carefully consider the following factors before making a decision to invest. The following does not purport to be a complete enumeration or explanation of the risks involved or other factors applicable to a determination of the suitability of such an investment for any particular Client or investor. Prospective Clients and investors should review each Fund’s Governing Documents, and should consult with their own professional advisors, before deciding to invest with the Firm. Reliance on Certain Personnel and Principals The success of the Firm’s Clients are dependent upon the talents and efforts of highly skilled individuals employed by the Firm and our ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that our investment professionals will continue to be

associated with the Firm throughout the life of the Funds and/or or Special Purpose Entities. The loss of the services of our key personnel could have a material adverse effect for the Firm’s Clients. Except as specifically provided in a Client’s Governing Documents, the Firm has the exclusive

right and power to manage the investments and business and affairs of each Client. As a result, the Firm’s Clients are dependent upon the Principals in their roles as Managing Members and key employees of the Firm, and the loss of any Principal could have a material adverse effect for the Firm’s Clients. Investment and Trading Risks The Firm’s investment program might not be successful. There is no assurance that Client accounts will be able to generate positive returns for investors or that the returns generated will be commensurate with the risks of investing in the securities, instruments and strategies described herein, nor can there be any assurance that the returns will be uncorrelated with a traditional portfolio of stocks or bonds. The Firm’s investment program can entail the use of investment techniques such as leverage, margin transactions, swaps, contracts for difference, short sales, futures, forward contracts, credit derivatives and options contracts, which techniques have the potential to magnify the adverse impact of market moves to which Clients can be subject or cause the Client’s net asset value to fluctuate more dramatically than it otherwise would. Investments can be materially affected by economic and financial market conditions occurring globally or in specific countries or markets. These conditions can relate to interest rates, commodity prices, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors can negatively affect the level and volatility of the prices and the liquidity of the Client’s investments. International Conflicts and Geopolitical Events. War and other international conflicts, such as the Israeli-Hamas conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These conflict matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and that such assets will be liquid or of a value equivalent to the amount due and owing from the issuer or obligor of such defaulted obligation.

Illiquidity of Portfolio Investments A significant portion of Client accounts and portfolios can include loans, securities and other instruments that are not actively or widely traded. In some cases, Client accounts can not be able to readily dispose of such investments, or can be able to dispose of them only at a substantial discount to fair value. In other cases, Clients can be contractually prohibited from disposing of such investments for a specified period of time and can be forced to hold such securities and instruments despite adverse price movements. Accordingly, Clients can be forced to sell more liquid positions at a disadvantageous time (e.g., to satisfy Shareholder redemptions), resulting in a greater percentage of the portfolio consisting of illiquid investments. Further, under adverse market or economic conditions, in the event market participants are aware that Client accounts must sell such investments to raise cash (including to satisfy redemptions), or in the event of adverse changes in the financial condition of the issuer, Clients can find it more difficult to sell such securities when the Firm believes it advisable to do so or can be able to sell such securities only at prices lower than if the securities were more widely held or actively traded. There can be no, or only a limited, trading market for illiquid securities and instruments. As a consequence, each Client’s ability to participate in or liquidate such investments can be restricted and the value of such investments can be subject to wide fluctuation. The purchase and sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the purchase and sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Even if the securities are publicly traded, large holdings of securities can often be disposed of only after a substantial length of time, exposing such holdings to risks comparable to the foregoing. Further, companies whose securities are not publicly traded can not be subject to public disclosure and other investor-protection requirements applicable to publicly traded securities. If Clients are represented on creditors’ committees or steering committees or the Principals or employees of the Firm serve on boards of directors of portfolio companies, or if the Firm or Clients are deemed an “affiliate,” an “insider” or a “fiduciary” of a portfolio company or otherwise receives or has access to material nonpublic information regarding a portfolio company, Clients can be restricted from liquidating an investment in such company for an indeterminate length of time. Loans and Loan Participations The Firm can invest in bank loans and/or participations in bank loans. These obligations are subject to unique risks, including: (i) the possible invalidation or compromise of an investment transaction as a fraudulent conveyance or preference under relevant creditors’ rights laws; (ii) challenges to the validity or seniority of bank claims and guarantees; (iii) lender-liability claims by the issuer of the obligations; (iv) environmental liabilities that can arise with respect to collateral securing the obligations; (v) limitations on the ability of Clients to directly enforce its rights with respect to participations; (vi) long and less certain settlement periods; and (vii) adverse consequences resulting from participating in such instruments with other institutions of lower credit quality. Successful claims by third parties arising from these and other risks would be borne by the Clients. In addition, loan participations involve certain risks beyond those associated with direct loans. A loan participant has no contractual relationship with the borrower of the underlying loan. Rather,

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As noted above, the Firm provides discretionary investment advisory services to its Clients, which are private funds. The Funds’ offering documents set forth the eligibility criteria and minimum investment requirements for investors, but investors in the Funds are generally required to invest a minimum of $250,000 or $500,000; provided that the Firm, or one of its affiliates, in its sole discretion, can accept investments in an amount less than $250,000 or $500,000. The Funds are not registered as investment companies under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and are, therefore, not subject to various provisions of the Investment Company Act. Investments in the Funds are not registered for sale under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and are instead sold to qualified investors on a private placement basis. Subscriptions will generally be accepted only from investors who meet the definitions of “Accredited Investor” under Regulation D promulgated

under the Securities Act, and “Qualified Clients” eligible to pay performance fees under the Advisers Act and a “Qualified Purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act. Certain employees of the Firm who qualify as “knowledgeable employees” under Rule 3c-5 of the Investment Company Act can be permitted to invest directly or indirectly in the Funds.

As noted in Item 5 above, The Firm charges performance-based fees or allocations on capital appreciation, generally subject to the recovery of any amount in the loss recovery account (i.e., a high water mark). The Firm will structure any Performance Allocation or fee arrangement in accordance with the provisions of Rule 205-3 of the Advisers Act to the extent required by applicable law. The Firm will act in a fair and equitable manner in allocating investment opportunities among its Clients and to resolve and mitigate conflicts or potential conflicts in a timely manner. Because the Firm has the responsibility for managing more than one account, potentially with different fee structures, potential conflicts of interest can arise. The Performance Allocation arrangement can create an incentive for the Firm to recommend investments which can be riskier or more speculative than those which would be recommended under a different compensation arrangement. Such fee arrangements can also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. To mitigate the risk of favoring certain Clients over others, the Firm has implemented a number of policies and procedures to address these concerns, including a Compliance Manual & Code of Ethics and trade allocation policy that seeks to allocate investments in a fair and equitable manner. In addition, the Firm’s Chief Compliance Officer regularly reviews trading, and the Portfolio Managers regularly review Client portfolios in order to help ensure that all transactions are being allocated in a manner that the Firm believes is fair and equitable to all Clients. We do not under any circumstance consider fee structures when allocating investment opportunities. Generally, an investment opportunity will be allocated to a Client if the opportunity reasonably falls within such Client’s mandate or is otherwise deemed suitable by the Firm. If an investment opportunity falls within the mandate of, or is otherwise deemed suitable for, two or more Clients, and it is not possible to fully satisfy the investment interest of all such Clients, the investment opportunity will generally be allocated pro rata based on the size of each Client’s original investment interest generally based on each Client’s available capital or net asset value. However, other factors influence order allocation decisions, including, without limitation:

(i)

the relative, actual, or potential exposure of any particular Client to the type of investment opportunity in terms of its existing investment portfolio;

(ii)

the investment objectives, guidelines or restrictions of such Client;

(iii)

cash availability, suitability, Client instructions, whether a purchase is being made for a specific Client, permitted leverage and available financing for the investment opportunity;

(iv)

the size, liquidity and duration of the investment opportunity;

(v)

the seniority of an investment and other capital structure criteria;

(vi)

tax, accounting, risk based capital and/or asset/liability management considerations;

(vii)

legal or regulatory considerations;

(viii) supply or demand for an investment opportunity at a given price level; (ix)

a Client’s risk or investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage, liability duration or weighted average life, asset class type, or other similar risk metrics);

(x)

whether a Client is able to commit to invest all capital required to consummate a particular investment opportunity;

(xi)

whether the investment opportunity is a follow-on investment; and

(xii)

whether the vehicle is in the process of fundraising or is open to redemptions (in which case, notions of net asset value and available capital can be subjectively adjusted to account for anticipated inflows or redemptions) (e.g., in the case of a Client ramp-up period or when incubating a particular investment strategy or product or the investment period or term of a Client).

Registration as a Broker-Dealer or Registered Representative

Certain employees of the Firm and its Affiliates maintain registrations with Seaport Global Securities LLC (“SGS”), an affiliated securities broker-dealer registered with the SEC, FINRA and various states, and can conduct business on behalf of, or in their capacity as, a representative for SGS. B. Registration as a Futures Commission Merchant, Commodity Pool Operator, Commodity Trading Adviser or Associated Person of the foregoing entities Neither the Firm nor its employees hold any of the above registrations. C.

Material Relationships

1.

Broker-dealer, municipal securities dealer, or government securities dealer or broker

SGAM’s parent company, Seaport Global Holdings LLC, also controls Seaport Global Securities LLC (“SGS”) and The Seaport Group Europe LLC, which are both regulated broker-dealers in their respective jurisdictions. Subject to Firm’s obligation to seek best execution, Firm expects to utilize the services of SGS for substantially all of the Clients’ publicly and privately-traded portfolio transactions. Consequently, SGS will share in a portion of the revenues normally and customarily generated by a broker-dealer from the securities transactions of each Client. From time to time SGAM’s affiliated broker-dealer can add other business units under common control which are disclosed on https://brokercheck.finra.org/, or by contacting SGAM at 212.616.7700.

Firm and/or SGS can buy securities from and sell securities to the Clients in its capacity as a principal or agent, and act as a financial M&A Firm, underwriter, placement agent or initial purchaser in securities transactions in which the Clients participate. In executing trades for the Clients, SGS can charge customary brokerage commissions or markups, fees and expenses in connection with the transaction. In all cases in which portfolio securities transactions are directed to SGS (or to any other broker), Firm will determine in good faith that the brokerage commissions or markups, fees and expenses charged in connection with such transactions are reasonable in relation to the value of the brokerage, research and other services provided by that broker, viewed in terms of either the specific transaction or Firm’s overall responsibilities to its clients. Firm has no obligation to affect any particular volume of transactions through SGS. SGS, a Delaware limited liability company and broker-dealer affiliated with the Firm, is registered to perform the following services: (i) underwriting of securities; (ii) broker or dealer services in connection with the resale of corporate debt or equity securities to Clients under Rule 144A under the Securities Act or otherwise assisting in the structuring or facilitating the initial resales of debt or equity securities under Rule 144A of the Securities Act; (iii) transaction advisory services; (iv) marketing of private funds; (v) conducting private placements; (vi) trading securities for its own account; (vii) purchasing and selling corporate debt securities; (viii) arranging for transactions in listed securities; (ix) selling interests in mortgages, receivables or other asset-backed securities; and (x) arranging loans. Subject to a Client’s Governing Documents, engaging SGS on an arm’s-length basis can require approval from such Client’s advisory board, or similar committee. Fees received by SGS in connection with these services are disclosed in the applicable Client’s Governing Documents. Fees received by SGS in connection with the provision of private placement, structuring, broker-dealer (including facilitating initial resales of debt or equity securities under Rule 144A under the Securities Act) and similar services are, subject to a Client’s Governing Documents, not applied to reduce any fees of management fee-paying investors in Clients and are retained by SGS. Clients are under no obligation to use the services of SGS to implement securities transactions. If a Client chooses to have SGAM implement securities transactions, SGAM generally will use SGS. Prior to effecting any such transactions, Client can establish an investor committee to approve each transaction prior to SGAM placing the order with SGS. The commissions charged by SGS can be higher or lower than those charged by other broker/dealers. 2.

Other investment adviser or financial planner

Armory Advisers LLC and Armory Partners LLC (collectively, “Armory”) are both affiliates of SGAM primarily engaged in managing the Firm’s high yield Client accounts that fall within the high-yield debt business segment. Unless otherwise stated, the Armory entities are registered with the SEC as investment advisers relying on SGAM’s investment adviser registration.

Trading

The Firm has adopted a Compliance Manual and Code of Ethics in compliance with Rule 204A-1 under the Advisers Act that establish various procedures with respect to investment transactions in accounts in which employees of the Firm and/or their affiliates have a beneficial interest or accounts over which an employee has investment discretion. The foundation of the Compliance Manual and Code of Ethics is based upon the following principles:

Employees must at all times place the interest of Clients first;

Employees must make sure that all personal securities transactions are conducted consistent with the Compliance Manual and Code of Ethics;

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

Employees are prohibited from trading on the basis of material nonpublic information

The Compliance Manual and Code of Ethics includes general requirements that Supervised Persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest, confidentiality of client information and gifts and entertainment. It requires Supervised Persons to comply with the personal trading restrictions and to report their personal securities transactions and holdings to the Firm’s Chief Compliance Officer (the "CCO"), and requires the CCO to review those reports. It also requires Supervised Persons to report any violations of the Code of Ethics promptly to the CCO. Each Supervised Person receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each Supervised Person must certify that he or she complied with the Code of Ethics during the preceding year. Investors can request a copy of SGAM’s Code of Ethics by contacting the Chief Compliance Officer, Markus Witthaut, via telephone: 212.616.7710 or email: mwitthaut@seaportglobal.com. However, SGAM reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with SGAM on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. Cross Trades and Principal Transactions SGAM directs, from time to time and subject to applicable Client investment guidelines and restrictions, one Client to sell securities to another Client (or with other SGAM Clients) through a “cross trade.” Cross trades are executed with the assistance of a broker-dealer or as an “internal cross” where the Clients’ custodian(s) is instructed to book the transaction at a price determined in accordance with SGAM’s cross trades policies. No fees will be charged by SGAM or their affiliates to Clients in connection with the completion of a cross trade. Cross trades are viewed as

principal transactions in limited circumstances due to the ownership interest in the Client by the Firm and their personnel. Because of the common ownership relationship between the Firm and SGS, transactions entered into between a Client account and SGS acting as principal are “principal transactions” subject to Section 206(3) of the Advisers Act. Cross trades and principal transactions give rise to conflicts of interest between Clients and between Clients and SGAM. For example, one Client could be advantaged to the detriment of another Client if the securities being exchanged are not priced in a manner that reflects their fair market value. In addition, SGAM could use their investment authority to transfer unappealing investments from one Client to another Client. Finally, SGS can realize a profit on transactions with Client accounts. To the extent that any cross trades or affiliate transaction described above can be viewed as a principal transaction due to the ownership interest in the Client of SGAM and its personnel, SGAM will comply with the requirements of Section 206(3) of the Advisers Act and its internal policies and procedures. Specifically, the applicable SGAM investment professionals must provide notice to, and obtain the approval of, the Chief Compliance Officer or designee, the Client’s portfolio manager and a member of the compliance department, prior to executing a principal trade or cross trade. When reviewing a proposed principal trade or cross trade, the Chief Compliance Officer or designee and the Client shall confirm, among other things: (i) that such trade is allowed by the applicable Client’s investment guidelines; (ii) that SGAM’s valuation procedures were followed when pricing the transaction, including obtaining a third-party valuation when appropriate; and (iii) in the case of principal trades, that notice of the specific trade was provided to the Client and written consent from the Client was obtained. Prior approval of each principal transaction will be obtained from each Client (usually from the applicable advisory board as described below in the case of the Funds). Client Advisory Boards. Certain Clients have advisory boards that consist of representatives of certain investors in such Clients. Certain Clients also have the ability to create subcommittees of their advisory boards to address certain categories of topics, such as expense allocations, valuations and other topics. Any approval or consent given by a subcommittee will generally be treated as an approval or consent given by the applicable advisory board. Any approval or consent given by such advisory boards (or subcommittees) tends to be binding on such Clients and all of their investors. Advisory boards are also generally authorized to give approvals or consents required under the Advisers Act, including under Section 206(3) of the Advisers Act. To the extent that an investor is not represented by a member of a Client’s advisory board, such investor will have no influence over matters submitted to the advisory board for approval. Although SGAM has adopted policies and procedures designed to manage conflicts among Clients, members of the advisory boards can themselves have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted for consideration or review to the advisory boards on which they serve. In such instances, SGAM expects that such members of the advisory board will act in the best interest of the Client that it represents; however, there can be no assurances that such conflicts of interest will be entirely eliminated.

Best Execution The Firm has complete discretion in selecting the broker that it uses for client transactions and the commission rates that Clients pay such brokers. In selecting a broker for any transaction or series of transactions, the Firm can consider a number of factors, including, for example: - Net price, clearance, settlement and reputation;

Reputation financial strength and stability;

Efficiency of execution and error resolution;

Block trading and block positioning capabilities;

Willingness to execute difficult transactions;

Access to underwritten offerings and secondary markets;

Access to company management;

Market intelligence regarding trading activity;

Order of call;

Computerized trading systems; and

Availability of stocks to borrow for short trades.

As noted above, the Firm will ordinarily use SGS to execute all trades for Client accounts.

Soft Dollars The Firm can receive products or services from a broker or allow a broker to pay for the following in the event the Firm does enter into a formal soft dollar arrangement:

Research reports, services and conferences, including third party research fees;

Technical data;

Performance measurement data;

News wire and data processing charges;

Quotation services;

Periodical subscription fees;

Trade cost analysis reporting;

Section 28(e) of the Exchange Act provides a safe harbor that permits an investment adviser, when selecting brokers to execute transactions for client accounts, to take into account research products and brokerage services provided to it by brokers. In order to qualify for the safe harbor, the research

products and services provided by the broker and paid for out of “soft dollars” must provide lawful and appropriate assistance to the investment adviser in the performance of its investment decisionmaking responsibilities. The Firm does not currently have any third party soft dollar arrangements. Furthermore, the Firm will not enter into any third party soft dollar arrangements without the express approval of the CCO. The Firm has retained Cantor Fitzgerald & Co., Bank of America Merrill Lynch, J.P. Morgan Chase and Flagstar Bank to serve as the Funds’ prime brokers, banks and custodians. The Firm can replace any such firm or appoint an additional prime broker and/or custodian at any time. The services that these firms can provide as prime brokers can include custody, margin financing, clearing, settlement and stock borrowing in accordance with the terms of the prime brokerage agreements entered into between each Firm Fund and/or Client and each of these firms. These firms have custody of most of the Firm’s Clients’ assets and provide the Firm with other services. These firms also can , at their discretion, provide capital introduction services (subject always to the obligation of the Firm to seek best execution for all transactions). The Firm expects to use a substantial portion of these services for research and trading on behalf of the Firm’s Clients, but some can be used for administrative purposes, which would not be within the safe harbor of section 28(e). Although many prime brokers provide similar services to investment advisers in exchange for brokerage, custody and clearance fees and other charges, if the Firm did not receive these services from these firms, the Firm would be required to pay for all or some portion of them. The Firm is not required to direct a particular number of trades to any of these firms or to continue to use them as prime broker or custodian, but it has an incentive to do so based on their prior and continued services.

Trade Errors The Firm attempts to minimize trade errors by taking the utmost care in making and implementing investment decisions on behalf of clients. However, from time to time, a portfolio manager or other employee can inadvertently order or place a trade that deviates from applicable laws, the terms of client agreements or client disclosure documents or that is not consistent with the portfolio manager’s instructions or intent. Trade errors can occur either in:

the investment decision-making process (e.g., a decision can be made to purchase a security or an amount of a security that violates the client’s investment restrictions); or the trading process (e.g., a security other than that ordered by the Portfolio Manager can be bought or sold, or a buy order can be executed as a sell, or an improper quantity can be bought or sold).

Unless the Firm has specifically addressed trade errors in the Client’s Governing Documents, it is the Firm’s policy that clients should bear losses resulting from any errors or mistakes in placing

or executing trades for the client, as such errors are considered by the Firm to be one of the risks that any investor that invests in public markets bears. However, the Firm will reimburse the client for any trade error resulting from the Firm’s gross negligence or willful misconduct. Any positive trade errors will be for the benefit of the Client and not retained by the Firm. The Firm, subject to its fiduciary obligations, will determine whether or not any trade error is required to be reimbursed in accordance with this policy. When reimbursement is determined to be required, the Firm can net gains and losses relating to the trade error. Netting of gains and losses between clients or unrelated to the trade error is not permitted. Aggregation of Orders The Firm can manage assets for a number of clients, which can have the same or similar investment objectives. It is the Firm’s policy to allocate investment opportunities that it identifies as being suitable for more than one client fairly and equitably over time consistent with its fiduciary duties to Clients and taking into account all relevant facts and circumstances. Orders for the same investment entered on behalf of more than one Client can be aggregated, subject to the aggregation being in the best interests of all participating Clients, in order to facilitate execution and minimize transaction costs. For an aggregated order, the Firm prepares a pre-trade allocation statement in advance of the trade that indicates how the Firm intends to allocate the trade. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Firm. In the event of a partial fill, allocations generally will be made pro rata based on the initial order but can be modified on a basis that the SGAM deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. This can result in allocations of certain investments on other than a pro rata basis. If the executed order is not allocated pro rata in accordance with the pre-trade statement, the Firm prepares a statement documenting the reason for the changed allocation.

No one, other than SGAM’s Clients, provide an economic benefit to the Firm for providing investment advice or other advisory services to the Clients. To the extent that the Firm engages third-party marketers to solicit investors in the Funds in the future, the Firm will ensure such arrangements adhere to the requirements set forth in Rule 206(4) 1 of the Advisers Act, (the “Marketing Rule”), as amended, and investors will not incur higher fees due to these referral compensation arrangements.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of the Firm or the integrity of the Firm’s management. There are no legal or disciplinary events to report involving SGAM or any of its management persons that are material to the Firm’s advisory business.

The Firm’s portfolio managers and investment team are responsible for overseeing Client portfolios, including, but not limited to, monitoring investments on an ongoing basis. Portfolio managers and the investment team also hold ad hoc meetings as necessary to review all accounts. Those reviews take into account such matters as asset allocation, investment ideas, current events, investment strategies and Client positions. The Firm’s Chief Financial Officer (“CFO”) and operations team reviews and reconciles Client portfolios on a daily basis to assure conformity with investment guidelines, restrictions and objectives. The CFO will advise the Portfolio Managers of any apparent anomalies. The Firm’s CFO and operations team reviews and reconciles all transactions, positions and cash balances on a daily basis. The Fund’s third party administrator, if any, and in conjunction with our operations team, provides monthly reviews and reconciliations of cash, positions and activity to the prime brokers and custodians in order to properly validate an account for all transactions. Monthly profit and loss is reconciled by the administrator, if any, and

is reconciled by the CFO and operations team. In the absence of an administrator, the Firm will act in the capacity of administrator for the Client and Funds. The monthly, or quarterly, net asset value calculations are prepared by the administrator, or in the absence of an administrator, the Firm will calculate and review the monthly, or quarterly, net asset value. Investors in the Funds and SPE’s receive quarterly statements of valuation, periodic unaudited performance information, and annual audited financial statements prepared in accordance with U.S. generally accepted accounting principles by an accounting firm that is registered with and subject to regular inspection by the Public Accounting Oversight Board pursuant to Rule 206(4)2(b)(4)(ii).

The Firm does not have physical custody of any Client assets but can be deemed to have custody of certain Client assets under Advisers Act Rule 206(4)-2. Since SGAM or one of its affiliates acts as general partner of certain Funds, the Firm is deemed to have custody of the assets of those Funds under the Advisers Act. The Firm maintains the assets of all Clients with qualified custodians, within the meaning of Rule 206(4)-2 under the Advisers Act, except for certain assets acquired in private offerings and that are not transferable without the consent of the issuer. The Funds satisfy reporting requirements under that rule by furnishing audited financial statements annually to all investors in the Funds within time periods required under the rule.

The Firm generally has full discretionary authority, subject to any investment restriction set forth in the Governing Documents for a Client to manage and make determinations without obtaining the consent of the Client before the transactions are effected, including but not limited to: (i) buying and selling investment securities conforming to the investment guidelines and restrictions of each

Client, (ii) the amount of securities to be bought or sold, (iii) the broker or dealer to be used, and (iv) commission rates paid.

We have general authority to vote proxies for our Clients. As required under the Advisers Act Rule 206(4)-6, the Firm has adopted proxy voting policies and procedures. The Firm understands that it has a fiduciary duty to act in the best interests of its Clients in determining whether and how to vote on any proxy voting matter, and ensuring that any material conflicts of interest that may arise in the course of such voting are addressed. We adhere to our proxy voting policies and procedures that are designed to ensure that such proxies are voted in the best interest of each Client on a caseby-case basis. The Firm makes all voting decisions on behalf of Client accounts based solely on our determination of the best interests of that Client account subject to any specific proxy voting guidelines specifically requested by and agreed upon with Clients. In limited circumstances, the investors can directly vote proxies on the direction of SGAM. Upon request, we will provide investors with a copy of our proxy voting policies and procedures which are outlined in our Compliance Manual and Code of Ethics.

The Firm does not require or solicit prepayment of more than $1,200 in fees for the Clients six months or more in advance. The Firm is not aware of any financial conditions that would be reasonably likely to impair its ability to meet contractual commitments to the Clients. The Firm has not been the subject of a bankruptcy petition at any time during the past ten years.