Stabilis Capital Management

Stabilis Capital Management, LP (the “Adviser”), a limited partnership formed under the laws of the State of Delaware, was formed on July 16, 2010. The Adviser’s principal place of business is in New York, New York. The Adviser is currently majority-owned by Stabilis Capital Management I, Inc., which in turn is wholly-owned by Salman A. Akbar Khan, who is a principal executive officer and management person of the Adviser. The Adviser currently provides investment supervisory services on a discretionary basis primarily to private investment funds (the “Funds”) that are currently offered to investors. The Funds currently consist of Stabilis Bridge Fund II, LP, a Delaware limited partnership (“Bridge Fund II”), Stabilis Bridge Fund II, Cayman LP, a Cayman Islands exempted limited partnership (“Bridge Fund II Cayman”), Stabilis REIT (Onshore) LLC, a Delaware limited liability company (“Onshore REIT”), Stabilis REIT (Offshore) LLC, a Delaware limited liability company (“Offshore REIT”), Bridge Fund II, Bridge Fund II Cayman, Onshore REIT, and Offshore REIT, the “Funds” and together with any other advisory clients of the Adviser, “Clients”). The Adviser may organize additional private investment funds in the future which utilize similar or different investment strategies than the Funds. The Funds mainly invest in commercial real estate loans, principally by originating short term bridge loans secured by first lien positions against commercial real estate, and through loans acquired from banks and other financial institutions, the majority of which are and will continue to be secured by hard assets including, but not limited to, commercial real estate (collectively, the “Portfolio Investments”). Notwithstanding the foregoing, each Feeder Fund invests substantially all of its assets in the Master Fund pursuant to a master-feeder structure. The Adviser will have discretionary authority to make the following determinations without obtaining the consent of clients before the transactions are effected: • identifying, structuring and managing the Portfolio Investments; • the securities that are to be bought or sold; • the total amount of the securities to be bought or sold; • the brokers or intermediaries through which Portfolio Investments or other securities are to be bought or sold; and • the commission rates (or other form of compensation) paid to brokers or intermediaries brokers or intermediaries for effecting Portfolio Investment and/or securities transactions for client accounts. The Adviser manages the Funds in accordance with the terms of the offering documents applicable to the Funds. For additional information about the investment strategies see discussion under “Methods of Analysis, Investment Strategies and Risks of Loss.” Also, details regarding the investment objectives of each of the Funds can be found in the offering documents. Shares or limited partnership interests in the Funds are not registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”); nor are the Funds registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests or shares in the Funds are offered and sold exclusively to investors satisfying the applicable eligibility and suitability requirements, either in private transactions within the United States or in offshore transactions. As of December 31, 2025, the Adviser managed approximately $220,150,062 in regulatory assets under management on a discretionary basis.

The Adviser currently receives a management fee from clients in Bridge Fund II and Bridge Fund II Cayman for its services (each, a “Management Fee”). The Adviser may receive a management fee from additional clients in the future. The Management Fee is generally paid quarterly in advance or at such other frequency as agreed to between the Adviser and the relevant client (each, a “Fee Period”). To the extent that any installment of the Management Fee is payable to the Adviser for any period other than a full Fee Period, then such installment shall be prorated based on the number of days in such Fee Period. In addition to the Management Fee, the Adviser (or its affiliate) receives a carried interest allocation (the “Carried Interest”) entitling it to a prescribed portion of a client’s profits. The agreements governing the Funds, such as the confidential private placement memorandum, the limited partnership agreement (or the relevant constituent document) and the investment advisory agreement (collectively, the “Offering Documents”), which were provided to Fund investors prior to their commitment or investment in the Funds, contain detailed information about the Management Fee and the Carried Interest. The Adviser’s fee schedule is omitted because this Brochure is only being delivered to “qualified purchasers”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Adviser will directly deduct the Management Fee in arrears or in advance from the investor’s capital account in the applicable Fund in accordance with the Offering Documents of the relevant Fund. The Adviser or the general partner of the relevant Fund may waive or reduce all or a portion of the fees with respect to an investor. Expenses In addition to paying Management Fees and, if applicable, the Carried Interest or other compensation, client accounts will or may also be subject to other investment expenses (whether performed by internal staff or third parties) to include organization expenses such as fees, costs and expenses for outside tax advisors, accountants, administrators, attorneys, auditors and other professional services, expenses associated with the preparation of the Fund’s financial statements, tax returns and each partner’s K-1, all direct and indirect costs and expenses related to the operation of the Funds to include costs and expenses incurred in identifying, sourcing, evaluating, investigating, negotiating, structuring, trading, settling, monitoring, servicing, holding and disposing of Portfolio Investments (including any such expenses incurred in connection with Portfolio Investments that are not consummated), all costs and expenses incurred in connection with the Funds’ hedging strategies, all costs and expenses for financing, legal, accounting, information technology, advisory, consulting, research and brokerage services (whether performed by internal staff of the General Partner and/or the Adviser or by third parties), and all travel expenses (including lodging and meal expenses) and all transaction fees to third parties (including certain Limited Partners and/or Affiliates of the General Partner and the Adviser) incurred in operating the Fund, in each case to the extent not reimbursed by third parties or capitalized as part of the acquisition price of any Portfolio Investment, expenses associated with the management, operation, development, improvement, holding, financing and disposition of Portfolio Investments (to the extent not otherwise paid by a third party) or other partnership assets, the fees and reasonable costs of any independent valuation consultant engaged in connection with the valuation of Portfolio Investments or other partnership assets or liabilities, brokerage commissions, custodial expenses, other bank service fees, and other investment costs, fees and expenses incurred in connection with making, holding, settling, monitoring or disposing of actual Portfolio Investments or other partnership assets, brokerage commissions, custodial expenses, other bank service fees, and other investment costs, fees and expenses incurred in connection with making, holding, settling, monitoring or disposing of actual Portfolio Investments or other partnership assets, brokerage commissions, custodial expenses, other bank service fees, and other investment costs, fees and expenses incurred in connection with making, holding, settling, monitoring or disposing of actual Portfolio Investments or other partnership assets, expenses of winding up and liquidating the Partnership, meeting expenses for any meetings of the Limited Partners; and any entity-level taxes, fees or other governmental charges levied against the Funds and

all expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds. Please refer to Item 12 in this Brochure for a discussion of Stabilis’ brokerage practices, including factors that we consider when selecting brokers and dealers for client transactions.

The Adviser utilizes a variety of methods and strategies to make investment decisions and recommendations to its clients. The Adviser will combine multiple indicators that historically have been shown to add value in its investment decisions. The Adviser can objectively assess the weight of the evidence and make strategic decisions about its investment mix. The Adviser intends to mainly invest in commercial real estate loans, principally by originating short term bridge loans secured by first lien positions against commercial real estate, and through loans acquired from banks and other financial institutions, the majority of which are and will continue to be secured by hard assets including, but not limited to, commercial real estate. It expects to target loans that offer an opportunity to achieve attractive returns over a relatively short investment period. The Adviser anticipates that the Funds will typically invest in commercial loans ranging in investment amounts from $1 million to $50 million in face amount. In substantially all cases, the Funds will hold a first mortgage position in the event of a borrower’s default on these loans. The addressable market for off-the-run whole loans is large and diverse. By utilizing a team of professionals with decades of experience sourcing, analyzing and managing these investments, the Adviser conducts extensive collateral evaluation and due diligence. The Adviser devotes extensive time and resources to determine the value of the collateral underlying the loans prior to purchase. The Adviser will seek to diversify the Funds’ portfolio by targeting investments across various geographic regions. The Adviser will also review investment opportunities across a broad range of property types to further diversify the portfolio and to maximize the opportunity set of loans available in the market. Risk of Loss Generally, investing in securities and other investment assets involve risk of loss of the principal amount invested. Clients and investors in the Funds should be prepared to bear any risk of loss. Investing in Portfolio Investments may raise unique investment risks, as summarized below. The risk summary contained herein is intended solely as a summary and is not an exhaustive list of risk. Risks associated with each Fund are described in the relevant Offering Documents. Those documents also disclose potential risks for each Fund in greater and more particularized detail than the summary set forth below.

The performance of our Clients could be impacted by acts of God or other unforeseen and/or uncontrollable events (collectively, “Disruptions”), including, but not limited to, war, invasions, natural disasters, public health emergencies, terrorism, social and political discord, geopolitical events, national and international political circumstances, and other unforeseen and/or uncontrollable events with widespread impact. These Disruptions may affect the level and volatility of security prices and liquidity of any investments. There is risk that unexpected volatility or lack of liquidity will impair an investment’s profitability or result in its suffering losses. Economies and financial markets throughout the world are becoming increasingly interconnected, which increases the likelihood that events or conditions in one country or region will adversely impact markets or securities industry participants in other countries or regions. Pandemics and other widespread public health emergencies, including outbreaks of infectious diseases such as SARS, H1N1/09 flu, avian flu, Ebola and the outbreak of COVID-19, have and are resulting in market volatility and disruption, and future such emergencies have the potential to materially and adversely impact economic

production and activity in ways that are impossible to predict, all of which may result in significant losses to the Funds. In recent years, the COVID-19 Coronavirus outbreak and the subsequent spread of the virus throughout the world resulted in widespread infections and fatalities. Governments in affected countries, including the United States, China, Japan, South Korea and the countries in the European Union, launched measures to combat the spread of COVID-19, including travel bans, quarantines and lockdowns of affected areas. These measures in turn led to an unprecedented slowdown in production and trade of goods and services as well as disruptions in the global supply chain, all of which materially and adversely affected global economic activity. Future outbreaks of COVID19 or similarly contagious and dangerous viral or bacterial diseases or other health emergencies could have even more severe adverse impact on global economic activity and lead to political and economic uncertainty throughout the world. These uncertainties and disruptions could have a material adverse effect on the Fund’s ability to acquire, develop, and effect operational improvements in Portfolio Companies when and as projected within the estimated budget, the operations and future cashflows from the Portfolio Companies, the value of the Portfolio Companies, the performance of the Fund and the ability of the Fund to make distributions to its investors. The extent of the impact of any such Disruptions on Stabilis, its Clients, and any underlying portfolio company’s operational and financial performance will depend on many factors, including the duration and scope of such Disruptions, the extent of any related travel advisories and restrictions implemented, the impact of such Disruptions on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity, and the extent of its interference with important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. A Disruption may materially and adversely impact the value and performance of any investment, the ability to source, manage and divest investments, and our ability to achieve our Clients’ investment objectives, ultimately resulting in significant losses to Clients and investors. In addition, there is a risk that a Disruption will significantly impact the operations of Stabilis, its Clients, and their underlying portfolio companies, or even temporarily or permanently halt their operations. In recent years, an increasing number of political leaders in the U.S. and certain European countries have proposed and been elected on protectionist platforms, which has cast doubt about the future of global free trade. For example, U.S. President Donald Trump has radically reshaped the country’s approach to international trade policy, and the expectation is that he will continue to seek to renegotiate and potentially terminate certain existing bilateral or multi-lateral trade agreements and treaties with non-U.S. countries. In addition, the U.S. government has recently imposed substantial tariffs on certain non-U.S. goods, including steel and aluminum, and certain candidates have indicated a willingness to impose additional broad-based tariffs on other imports. Other countries, including China, have instituted retaliatory tariffs on U.S. goods and have also indicated a willingness to impose additional tariffs on U.S. products. Governments are likely to continue to impose additional tariffs and other restrictions on goods, services and/or technologies produced by other countries, which could result in significant disruptions to regional and global markets and could, in turn, have material adverse consequences on the Fund’s financial performance or that of its Investments, including, but not limited to, by virtue of the fact that certain Portfolio Companies could be affected or targeted by any sanctions or other regulatory actions. Governments of other countries have introduced, or may going forward introduce, protectionist and other similarly restrictive trade policies that could also hinder or restrain trade on a regional or global level. The imposition of significant trade barriers and the resulting trade disruptions, together with any related future downturns in the global economy, could adversely affect the financial performance of the Funds and its Investments. In evaluating potential Portfolio Investments, the Adviser will, in the course of conducting due diligence, evaluate the strength of the relevant borrowers’ assets. The success of a Fund’s investment strategy will depend in part on the relative accuracy of such evaluations. Because information obtained and evaluated during the diligence process may be incomplete or inaccurate, and because asset valuation involves a high degree of uncertainty, there can be no assurance that a Fund will be able to accurately make such evaluations in all cases. In some cases, the success of a Fund’s investment strategy will depend, in part, on the success of the Adviser’s

efforts to assess a potential Portfolio Investment’s sensitivity and susceptibility to market disruptions and other extraordinary events. The activity of identifying and making such assessments entails a high degree of uncertainty and, therefore, there can be no assurance the Adviser will be able to successfully do so in all cases. Interests in the Funds are illiquid, and investors should expect to remain invested for an extended period. Certain Portfolio Investments may take several years from the date of the initial investment to reach a state of maturity when realization of the Portfolio Investment can be achieved. It is anticipated that there will not be a public market for some or all of the Portfolio Investments held by a Fund at the time of their acquisition. A Fund may generally not be able to sell such Portfolio Investments publicly. There is no secondary market for interests in the Fund, and any transfer is subject to the consent of the general partner and compliance with applicable securities laws. Portfolio investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including a portfolio company or a counterparty to a Fund or a portfolio company) to perform its obligations until the force majeure event is remedied or abates. In addition, certain forced events, such as the cessation of the operation of machinery for repair or upgrade, could similarly lead to the unavailability of essential machinery and technologies. These risks could, among other effects, adversely impact the cash flows available from a portfolio company, cause personal injury or loss of life, damage property, or instigate disruptions of service. In addition, the cost to a portfolio company or a Fund of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on a portfolio company. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in any of the countries in which Funds may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets, could result in a loss to a Fund, including if the investment in such portfolio companies is canceled, unwound or acquired (which could be without adequate compensation). Any of the foregoing may therefore adversely affect the performance of a Fund and its investments. The Fund is permitted to incur leverage, including through subscription facilities and other credit facilities. Borrowings may be secured by capital commitments and/or portfolio investments and may rank senior to investor interests. Leverage magnifies both gains and losses and may increase the volatility of investment returns. In adverse conditions, leverage may result in losses significantly exceeding those that would have occurred in the absence of borrowing and may force the Fund to dispose of investments at unfavorable prices. Many of the Fund’s investments are illiquid and lack readily ascertainable market values. Valuations are determined in good faith by the Adviser in accordance with its valuation policies and applicable accounting standards. Such valuations are inherently subjective and may not reflect the price at which assets could actually be sold. Valuation adjustments may materially affect reported performance and investors’ capital accounts. The Fund makes investments through subsidiary entities, including entities intended to qualify as real estate investment trusts (REITs). Risks related to such structures include tax, regulatory, operational, and governance risks. Structural complexity may increase costs, reduce transparency, and negatively impact returns. The Funds have broad discretion to reinvest capital as permitted under the Offering Documents. Investment timing, reinvestment decisions, and follow-on capital requirements may materially affect returns and expose investors to additional risk.

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The Adviser currently provides investment advice to private investment funds such as the Funds. Investors in the Funds are typically high net-worth individuals, other pooled investment vehicles, pension and profit-sharing plans, trusts, estates or charitable organizations, and other corporations or business and/or entities. Bridge Fund II limits investors to persons who are both “qualified purchasers” as defined in the Investment Company Act, and “accredited investors” as defined in the Securities Act of 1933, as amended. Investors in the Offshore Fund must either be non-U.S. persons or, if U.S. persons, be both “qualified purchasers” and “accredited investors”. An investment in a Fund can be subject to a prescribed minimum investment amount unless otherwise waived. Such minimum amount is disclosed in the Offering Documents for the particular Fund.

As noted in Item 5 above, the Adviser (or its affiliate) may receive a Carried Interest allocation entitling the Adviser to a portion of a client’s profits. The Adviser and its investment personnel will provide investment management services to multiple portfolios for multiple clients. When the Adviser and its investment personnel manage more than one client account, a potential exists for one client account to be favored over another client account as there may be differences in the structure of the Carried Interest. Differences in the Carried Interest structure could create potential conflicts in that the Adviser and its investment personnel could have a greater incentive to favor a client that provides the Adviser with the most favorable Carried Interest structure versus other clients that provide the Adviser with an inferior or no Carried Interest structure. Investment personnel may also have conflicts in allocating their time and services among multiple clients. Further, it is possible that the various client accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of a client’s account. One account may seek to participate in a transaction in which another account may have made (or may seek to make) an investment. The two accounts may have conflicting interests and objectives in connection with the transactions, including how they view the operations or activities of the portfolio or issuer, the targeted returns from the transaction, and the timeframe for, and method of, exiting the transaction. The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. The Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The Adviser addresses the potential conflicts of interest in allocating investment opportunities by following allocation policies which provide that transactions and investment opportunities will be allocated to the Funds in accordance with each Fund’s Offering Documents. Additionally, the Adviser generally does not invest in multiple funds with the same investment strategy at the same time. To the extent that the Adviser does in the future manage Funds with similar strategies at the same time, the Adviser will ensure that the allocation of investment opportunities is in accordance with each Fund’s Offering Documents and is not based on the amount of compensation received by Stabilis or its personnel.

Stabilis and its management personnel are not registered as, and do not have any application pending with the SEC to register as a broker-dealer or registered representative of a broker-dealer, nor with the CFTC as a futures commission merchant, commodity pool operator or commodity trading advisor. Stabilis or its affiliates serve as the general partner of the Funds as described above. Each of the Funds has or may in the future enter into agreements, or “side letters,” with certain prospective or existing limited partners or shareholders whereby such limited partners or shareholders may be subject to terms and conditions that are more advantageous than those set forth in the relevant Offering Documents. For example, such terms and conditions may provide for special rights to make investments in a Fund, other investment vehicles or managed accounts; additional or different rights with respect to Management Fees payable to the Adviser and/or the Carried Interest allocable to the Adviser (or its affiliate); special rights relating to frequency or notice; rights to receive reports from a Fund on a more frequent basis or that include information not provided to other limited partners or shareholders (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by a Fund and such limited partners or shareholders. The modifications are solely at the discretion of the relevant Fund and may, among other things, be based on the size of the limited partner’s or shareholder’s investment in such Fund or fund or affiliated investment entity. Stabilis sources, evaluates, and services certain commercial real estate loan opportunities that are acquired and owned by third-party capital providers (each, a “Capital Provider”), rather than by the Partnership or Stabilis’ other Clients. These loan opportunities generally differ from the investments pursued on behalf of the Partnership and Stabilis’ other Clients because they do not meet Stabilis’ underwriting criteria or do not otherwise fit the credit profile, size, pricing, term or other investment parameters applicable to the loans that Stabilis underwrites or invests in for its Clients. Generally, Stabilis utilizes a brightline test to determine which opportunities do not fit the investment mandate of the Partnership and Stabilis’ other Clients. These parameters are guidelines and may be adjusted from time to time based on market conditions, portfolio composition, and other factors. While the sourcing and presentation of such opportunities to Capital Providers could create actual and potential conflicts of interest, Stabilis believes the use of these parameters and guidelines mitigate these potential risks, though there can be no assurance that conflicts will not arise. Stabilis receives compensation in connection with loans that it sources and that are acquired by Capital Providers, including transaction-based origination, servicing, and repayment fees. Because this compensation is generated by transactions effected with Capital Providers rather than by investments made on behalf of the Partnership, Stabilis may allocate Stabilis resources to Capital Providers. However, Stabilis’ allocation policies are designed to ensure that the investment opportunities of the Partnership and Stabilis’ other Clients are not subordinated to third-party arrangements. Stabilis seeks to address these potential conflicts through its allocation and expense policies and procedures, which are designed to promote the fair and equitable treatment of the Partnership and Stabilis’ other Clients. Consistent with these policies, Stabilis generally presents to a Capital Provider only those loan opportunities that it determines, in good faith, do not meet the underwriting criteria, investment mandates, or other applicable investment parameters of the Partnership and Stabilis’ other Clients, and Stabilis documents the rationale for each such determination. In addition, Stabilis has developed guidelines on the allocation of expenses between Clients and third parties that are designed, in its view, to fairly distribute costs, and seeks to allocate expenses directly attributable to third-party sourcing or servicing activities to Stabilis or the applicable Capital Provider rather than to the Partnership or other Client accounts.

The Adviser has adopted a Code of Ethics (the “Code”) pursuant to Rule 204A-1 of the Advisers Act that obligates the Adviser and its related persons to put the interests of the Adviser’s clients before their own interests and to act honestly and fairly in all respects in their dealings with clients. All of the Adviser’s personnel will be required to comply with applicable federal securities laws. Clients or prospective clients may obtain a copy of the Code by contacting the Adviser’s CCO by telephone at (212) 256-8970 or by email at compliance@stabiliscap.com. See below for further provisions of the Code as they relate to the pre-clearing and reporting of securities transactions by related persons. The Adviser, in the course of its investment management and other activities (e.g., board or credit committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. The Adviser maintains and will enforce written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a Portfolio Investment or security, but the Adviser will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that the Adviser possesses such information), or not using such information for the client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. The Adviser, its Employees (as defined below) and/or the Employees’ relatives may invest in the same Portfolio Investments or securities that the Adviser recommends to clients. However, their participation in such Portfolio Investments or securities generally takes the form of an investment in the relevant Fund that also invests in such Portfolio Investments or securities. The Adviser recognizes that the personal investment transactions of members and employees of the Adviser demands the application of a high code of ethics and requires that all such transactions be carried out in a way that does not endanger the interest of any client. At the same time, the Adviser believes that if investment goals are similar for clients and for Employees, it is logical that there be a common ownership of some Portfolio Investment or securities. However, it is the express policy of the Adviser that no Employee may purchase or sell any Portfolio Investment or security prior to a transaction being implemented for a client account, thereby preventing such Employee from benefiting from transactions placed on behalf of the Adviser’s advisory clients. In order to address potential conflicts of interest, the Adviser has adopted a set of procedures with respect to transactions effected by its partners, officers and employees (hereafter, “Employees”) for their “personal accounts.” In order to monitor compliance with its personal trading policy, the Adviser utilizes a quarterly securities transaction reporting system for all of its Employees. (For purposes of the policy, an Employee’s “personal account” generally includes any account (a) in the name of the Employee, his/her spouse, his/her minor children or other dependents residing in the same household, (b) for which the Employee is a trustee or executor, or (c) which the Employee controls, including the Adviser’s client accounts which the Employee controls and in which the Employee or a member of his/her household has a direct or indirect beneficial interest.) The procedures adopted by the Adviser include the following, among other things:

Employees may not buy or sell Portfolio Investments or securities for their personal portfolio(s) where his or her decision is substantially derived, in whole or in part, by reason of his or her employment at the Adviser, unless the information is also available to the investing public on reasonable inquiry. No Employee shall prefer his or her own interest to that of clients.

The Adviser requires that all Employees must act in accordance with all applicable federal and state regulations governing registered investment advisory practices. Any Employee not in observance of any of the above may be subject to termination.

The Adviser may enter into side letter agreements with certain investors that provide such investors with additional or differential rights, including but not limited to excuse rights applicable to particular investments (which may increase the percentage interest of other investors in, and contribution obligations of other investors with respect to such investments), information rights, waiver of certain confidentiality obligations and withdrawal or transfer rights. The Adviser may offer investors and other third parties the opportunity to co-invest in particular investments alongside an investment vehicle. Co-investment opportunities offered to investors will be allocated as determined by the Adviser in their discretion, and there is no guarantee for any investor that it will be offered co-investment opportunities. As a general matter, the Adviser, in determining the allocation of co-investment opportunities, generally expects to take into account various facts and circumstances deemed relevant by the Adviser, including among others, whether a potential co-investor has expressed interest in evaluating co-investment opportunities, whether a potential co-investor has a history of participating in co-investment opportunities with the Adviser, the size of the potential co- investor’s interest to be held in the underlying portfolio company as a result of the applicable investment (which is likely to be based on the size of the potential investor’s capital commitment and/or investment in the applicable investment vehicle), whether the potential co-investor has demonstrated a long-term or continuing commitment to the potential success of the Adviser, the applicable investment vehicle, or other co-investment and/or other investment vehicles, and such other factors that the Adviser deems relevant under the 14 circumstances. The terms and conditions of any co-investment opportunities will generally be negotiated by the Adviser’s senior management and the potential co- investor on a case-by-case basis.

The Adviser does not currently receive research or other products or services from a broker-dealer and/or a thirdparty in connection with client securities transactions nor does it participate in any soft dollar arrangements. The Adviser currently does not consider whether the Adviser or a related person receives client referrals from a broker-dealer or third-party in selecting or recommending broker-dealers or intermediaries to effect Portfolio Investments or securities transactions for client accounts.

The Adviser has engaged and may engage in the future placement agents to solicit clients for the Funds. The Adviser and its employees currently do not receive any economic benefits from non-clients for providing services to clients.

Item15

Custody

The Adviser or its affiliates are generally deemed to have custody of client assets within the meaning of Advisers Act Rule 206(4)-2, with respect to each of the Funds assets because certain of its affiliates act as general partner, managing member and directors of the Funds. All the Funds’ assets are maintained by qualified custodians, an independent public accounting firm subject to inspection by the Public Company Accounting Oversight Board audits the Funds’ financial statements annually and the Funds’ audited financial statements are distributed to investors within 120 days of the Funds’ fiscal year end.

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

Salman A. Akbar Khan, Managing Member of the General Partner of the Adviser, will review Portfolio Investments and other securities in client accounts on a periodic basis, typically weekly but no less frequently than monthly. More frequent reviews of client accounts may be triggered by changes in variables such as market, political, or economic circumstances, or a change in the clients’ individual circumstances. Significant market events affecting the prices of one or more Portfolio Investments or securities in client accounts, among other things, may trigger reviews of client accounts on other than a periodic basis. Each Fund investor will receive unaudited quarterly statements and an annual audited financial report, which typically includes financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) from the Adviser. The reports include a Statement of Financial Condition, Statement of Operations, Statement of Changes in Partners’ Capital and Statement of Cash Flows. Such reports may be delivered electronically to such investors in accordance with the investors’ agreement with the relevant Fund.

The Adviser will provide investment advisory services on a discretionary basis to the Funds. Any limitations with respect to such investment discretion are set forth in the Offering Documents and the applicable investment management agreement. The Adviser will have the authority to determine (i) the securities or other investments to be purchased and sold for the client account (subject to restrictions on its activities set forth in the applicable investment management agreement, any written investment guidelines or the Offering Documents, as the case may be) and (ii) the amount of Portfolio Investments or securities to be purchased or sold for the client account. Because there may be differences in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and Portfolio Investments or securities held. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, the Adviser’s error correction procedure is to ensure that clients are treated fairly and, endeavor to correct such errors. The Adviser will have discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. Trade errors that are a result of a breach of a standard of care other than gross negligence, criminal or willful misconduct are borne by the client account.

Due to the nature of securities purchased by Stabilis on behalf of the Funds, it generally does not anticipate voting proxies. To the extent such a scenario materializes, all proxies will be voted solely in the best interest of the relevant client. Stabilis will ensure that a record of each securities position held by a Fund is maintained and, where any such vote is to occur, Stabilis will ensure that all relevant information, disclosure materials and such proxies or consents as necessary for Stabilis to be able to cast votes are delivered in a timely manner. While each proxy is different and applicable Stabilis personnel will evaluate each proxy in light of the affected client’s best interests, it is expected that a client’s interests generally will be best served by voting in favor of the following

proposed directors, if unopposed;

the annual election of directors. Stabilis believes shareholders should have the opportunity annually to express confidence in the board of directors;

company management’s recommendation of independent auditors;

stock incentive plans for employees and directors; and

management request for authorization to increase the number of authorized common shares and/or for stock splits.

In the absence of specific detrimental information, Stabilis will generally vote against:

proposals that make it more difficult to replace members of a board of directors;

shareholder proposals to withdraw from specific countries. Stabilis believes that management is usually in the best position to evaluate the economic benefits and risks of their foreign operations;

shareholder proposals requiring pre-emptive rights because such rights are too confining; and

shareholder proposals that create staff costs to serve a narrow interest such as: -

reporting on management’s prior government service;

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disclosure of executive officer compensation beyond what is required by the SEC; and

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environmental reports beyond those required by law.

Material Conflicts of Interest The above proxy voting guidance is designed to ensure that client proxies are properly voted, material conflicts are avoided and fiduciary obligations are fulfilled. Because Stabilis personnel are discouraged from engaging in any material business other than providing investment management services to clients, it is highly unlikely that any specific client proxy will result in a material conflict of interest between Stabilis or any Stabilis personnel and

any client. Failure to vote with management may harm the Adviser’s relationship with a certain company. In the unlikely event that (i) a specific proxy is not addressed by any of the guidelines above; and (ii) Stabilis or any of its personnel has a material conflict with a client in connection with the voting of proxies, as determined by the Adviser, in its sole discretion, Stabilis shall (A) prohibit any conflicted Stabilis personnel from participating in and/or having any influence on Stabilis’ evaluation of the proxy vote; (B) vote in accordance with the proxy voting recommendations of a majority of such clients; or (C) follow the proxy voting recommendations of an independent third-party proxy voting specialist.

Stabilis is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual and fiduciary commitments to its clients, nor has it been the subject to any bankruptcy proceeding.