Standard General L.P.

Item 4A Standard General was founded in 2007 and became registered with the SEC as an investment adviser on December 9, 2009. Standard General provides discretionary investment advisory services including, but not limited to, managing and directing the investment and reinvestment of assets for pooled investment vehicles organized as private investment funds and single-investor funds (each a “Fund” and together the “Funds”). An affiliate of Standard General, Standard General GP LLC, is the general partner or manager (the “General Partner”) of most of the Funds that are organized as limited partnerships or limited liability companies. In addition, SG Special Situations GP, LLC, an affiliate of the General Partner, serves as the general partner of a closed-ended Fund (“SGSSGP LLC”). Standard General’s principal owner is Standard General Holdings L.P., an entity that is controlled by Soohyung Kim (as Chief Executive Officer) and owned (indirectly) by Soohyung Kim and other Standard General partners, employees and former employees. Item 4B Standard General provides discretionary investment advisory services including, but not limited to, managing and directing the investment and reinvestment of assets for the Funds. Standard General seeks to maximize returns by opportunistically employing a variety of strategies within the broad securities markets. The Funds have extensive flexibility in the instruments in which they may invest and the investment techniques they may use to achieve the investment objective. Such investments may involve a significant degree of risk of capital loss. A key principle of Standard General’s investment program is a reliance on intensive primary research and fundamental analysis. In reviewing each potential investment or position, Standard General adheres to a disciplined assessment process. This rigorous process includes both quantitative and qualitative analysis of a company’s business, industry trends, competitive position and financial performance, among other items, as well as the valuation of its assets, an evaluation of the company’s management team, and an assessment of any legal or other contingent risks. Standard General approaches investing in public securities of companies as would a potential owner buying a private business. In Standard General’s approach, companies are reduced down to streams of cash flows, and these cash flows are valued by their prospects and volatility. Once the valuation analysis is complete, Standard General looks broadly across capital structures (broadly defined as secured loans, bonds and equities) as well as across both public and private companies to consider the market signals from each distinct asset class. Standard General looks for securities that are absolutely or relatively mis-priced by the market and looks to construct positions that can profit as these valuation discrepancies normalize. Standard General’s investment philosophy also emphasizes event discipline. Standard General looks to

position the Funds in those discrepancies that it expects to close out within a year due to identified catalysts. While many of these catalysts are passive (events that Standard General cannot impact), Standard General is always looking for opportunities to work with other securities holders or companies themselves to create catalysts that will correct those mis-pricings. Item 4C Standard General does not generally tailor its advisory services to the individual needs of investors in the Funds (“Investors”), nor does it accept Investor-imposed investment restrictions. As noted above, when deemed appropriate for a large or strategic investor, Standard General may create a Fund based on the preferences of a single investor or may manage a separately managed account. Standard General, in its sole discretion, may enter (and has previously entered) into agreements (“side letters”) with one or more Investors (including but not limited to large, strategic and/or affiliated Investors), concerning an Investor’s investment in one or more of the Funds, whereby such Investors are provided with terms and conditions that are more favorable than those applicable to the other Investors in the Funds. Side letters may address various terms, including but not limited to fees, reporting, lock-ups, capacity and/or withdrawal/redemption rights. The other Investors generally have no recourse against the Funds or Standard General in the event that certain Investors receive additional or different rights, terms or other benefits as a result of such side letters. In addition, future Investors may receive more favorable terms after the date of this Brochure. Item 4D Standard General does not participate in wrap fee programs. Item 4E As of December 31, 2025, Standard General manages $647,322,000 of client assets on a discretionary basis. Standard General does not manage any client assets on a non-discretionary basis.

Item 5A Standard General typically charges fees that are based upon a set percentage of assets under management and performance. For Standard General’s open-ended Funds, the amount of the management fee depends on the investor’s choice of tranche and lockup period, and ranges from 0% to 2.0% per annum of the net asset value of the investment of the investor. For Standard General Fund L.P., Standard General Offshore Fund Ltd., Standard General Fund II L.P., Standard General Offshore Fund II Ltd., Standard General Focus Fund L.P. and Standard General Focus Offshore Fund Ltd., the amount is calculated and payable quarterly as of the first day of each calendar quarter. For certain other Funds, the amount is either calculated and payable monthly as of the first day of each calendar month or quarterly in arrears as of the last day of each quarter.

The calculation and payment of the management fee is pro-rated for any period that is less than a full month or quarter, as applicable. Any such prepaid fees, not subsequently earned through continuing management services would automatically be refunded to the applicable investor. For its closed-end Fund, the management fee is equal to 0.5% per annum on the amount of each investor’s unfunded capital commitment and 1.5% per annum on such investor’s invested capital (i.e., the cost basis of such investor’s share of investments then held by the Fund reduced by any permanent write downs). The management fee is calculated and payable quarterly in advance as of the first day of any calendar quarter. The management fee for the closed-end Fund is offset by 100% of all other fee income received by Standard General with respect to the closed-end Fund, including all transaction fees, advisory fees, monitoring fees, investment banking fees, break-up fees or other similar fees realized in connection with the use of the closed-end Fund’s capital for consummated or unconsummated investments. Employees may receive and have received compensation for service on certain boards, including companies held by the Funds. This compensation is not offset against the management fee paid by Investors. Except as described below with respect to the closed-end Fund, Standard General or its affiliate, the General Partner, is entitled to receive from the Funds an annual performance-based profit allocation or fee (the “Performance Allocation”) generally at the end of each year. The Performance Allocation rate depends on the Investor’s choice of Fund and tranche. The Performance Allocation amount will not exceed 25% of the increase in the value of each investor’s investment, subject to a High Water Mark described below, and with respect to at least one Fund, only to the extent that the net profits of such Fund exceed a predetermined hurdle amount. The Performance Allocation is generally allocated at the end of each fiscal year and immediately prior to a withdrawal occurring prior to the end of any fiscal year. The General Partner is also entitled to receive from certain Funds, carried interest distributions based on the net proceeds from the disposition of the assets of such Funds. If a loss occurs that results in the value of an Investor’s investment being less than the highest value of such investment through the close of any year since admission (or in the year of such Investor’s admission, lower than the initial amount of capital contributed by such Investor to the relevant Fund) (the “High Water Mark”), then no Performance Allocation is charged on subsequent increases in the value of each investor’s investment, if any, until such time as the value of the investor’s investment is equal to the High Water Mark. Withdrawals by an Investor will result in a proportional reduction of the High Water Mark. For Standard General’s closed-end Fund, an affiliate of Standard General, SGSSGP LLC, is entitled to receive distributions of “carried interest” in the amount of 20% of net profits after an investor has received a return of capital contributed to date plus an 8% cumulative compounded annual rate of return on such capital. Upon the final liquidation and distribution of the Fund’s assets, SGSSGP LLC will be required to contribute to the Fund for distribution to its limited partners the amount of the cumulative net after-tax carried interest to the extent, if any, that the amount previously distributed to the general partner as its carried interest exceeds the aggregate amount due to SGSSGP LLC as its carried interest on a cumulative basis.

The management fee and the Performance Allocation (or carried interest distributed with respect to the closed-end Fund) may be waived, reduced or rebated by a Fund, Standard General or our affiliates for any Investor, including for investments we or our affiliates make and/or for investments made by the principals, our employees and their family members. It is critical that Investors refer to their respective Fund’s governing documents for a complete understanding of how Standard General and/or its affiliate, the General Partner, are compensated for their advisory services. The information contained herein is a summary only and is qualified in its entirety by the relevant Fund’s governing documents. Item 5B Standard General (or an affiliate) deducts fees from Investors’ assets invested in the Funds. Investors do not have the ability to choose to be billed directly for fees incurred. Item 5C The Funds typically bear their respective operating expenses (the “Operating Expenses”). Operating Expenses include, without limitation, with respect to a Fund or a Master Fund (as defined below), as applicable, indemnification expenses; commissions; clearing fees; research fees and expenses; fees, interest and other costs on margin accounts or other financings or refinancings; accounting and legal fees and disbursements (including legal fees related to the protection of its investments); regulatory compliance, administration, accounting, audit and tax preparation expenses; borrowing charges on securities sold short; custodial fees; trade capture, risk reporting, trade break fees; proxy solicitation expenses; bank service fees; expenses incurred in connection with the admission of additional investors or the acceptance of additional contributions from any Investors of the Fund or the Master Fund; expenses incurred in connection with any meeting of the Investors of the Fund or the Master Fund; expenses in connection with transactions directed to broker-dealers (whether or not such direction is in partial recognition of investment research and information furnished or expenses for services rendered by broker-dealers in the execution of such orders and the use of such research and other services provided by such brokerdealers); directors’ and officers’ insurance premiums; investment and trading consultant expenses; investment related travel expenses; expenses in connection with proposed transactions (including transactions that fail to close); expenses in connection with fund investments; expenses related to communicating with investors and any other reasonable expenses (as determined by the General Partner (or the Fund’s board of directors, if applicable) in its sole discretion) related to the purchase, sale, holding or transmittal of Fund or Master Fund assets or liabilities; and any management fee or Performance Allocation or other management fee or incentive fee payable by a Fund (a “Feeder Fund”) that invests all or substantially all of its assets in another Fund (a “Master Fund”). A Feeder Fund will also bear its pro rata share of the Master Fund’s Operating Expenses. Please note that Investors may indirectly incur brokerage and other transaction costs related to their investment in the Funds. Please see Item 12 of this brochure for a more detailed discussion of Standard General’s brokerage practices.

In consideration for the management fee, Standard General is responsible for its own general operating and overhead costs including salaries, fringe benefits, rent, office equipment, fire and theft insurance and other general overhead costs. Item 5D As noted in Item 5A above, management fees payable to Standard General in respect of openended Funds are generally charged quarterly or monthly in advance based on the value of the relevant assets as of the first day of the quarter or month, as applicable, and, for Standard General’s closed-end Fund, quarterly in advance based in part on unfunded capital commitments and in part on invested capital. As also mentioned in Item 5A above, the calculation and payment of the management fee is prorated for any period that is less than a full month or quarter, as applicable. Any such prepaid fees, not subsequently earned through continuing management services would automatically be refunded. Items 5E.1 through 5E.4 are “Not Applicable” since Standard General does not accept compensation for the sale of securities or other investment products.

Item 8A Methods of Analysis A key principle of Standard General’s investment program is a reliance on intensive primary research and fundamental analysis. In reviewing each potential investment or position, Standard General adheres to a disciplined assessment process. This process includes both quantitative and qualitative analysis of a company’s business, industry trends, competitive position and financial performance, among other items, as well as the valuation of its assets, an evaluation of the company’s management team, and an assessment of any legal or other contingent risks. Standard General approaches investing in securities of companies as would a potential owner buying a private business. A critical element of Standard General’s due diligence process is the dialogue that is fostered with company management, its competitors, suppliers and customers to understand fundamental performance in the context of business conditions. For event-driven investments, Standard General may reach out to lawyers, financial advisors and regulatory bodies in order to grasp the risks involved in a given investment. Standard General may also employ consultants and industry specialists to better understand the competitive dynamics in a specific industry. Standard General also conducts a detailed review of a company’s capital structure to determine which security or instrument represents the most appropriate investment vehicle or whether relative value trading opportunities exist. The approach is agnostic as to any particular asset class of securities. As a result, positions are taken in a variety of securities, including, without limitation: secured and unsecured loans, senior and subordinated debt securities, vendor and trade claims, convertible securities, preferred stock, warrants, limited liability company units and public and

private equity. Fixed income investments may be either performing or non-performing and may include government obligations and structured credit. In addition, various derivatives, including options, swaps, futures, forward contracts and repurchase agreements on various financial instruments, currencies and commodities may be used for hedging and as independent investment opportunities. Investment Strategies The Funds typically seek to maximize returns by opportunistically employing a variety of strategies within the broad securities markets. Standard General has extensive flexibility in the instruments in which it may invest and the investment techniques it may use to achieve its investment objective. Such investments may involve a significant degree of risk of capital loss. Standard General seeks to acquire securities in companies that are valued at a discount (or in the case of a short position, a premium) to their intrinsic value. Both long and short positions, or a combination of both, are taken. Standard General’s focus on fundamental value opportunities often contemplates accepting a longer-term investment horizon. To mitigate the potential volatility of this approach, both passive and active event discipline are overlaid on the investment process. By taking into consideration the timing of anticipated material events and corporate processes, Standard General evaluates associated risks and their potential impact on returns. Furthermore, Standard General will, if it deems the situation appropriate to do so, actively seek to create events that it believes will help an investment meet a Fund’s objectives. Applying the investment process outlined above, Standard General seeks to construct individual positions (which can consist of one or more securities or instruments) that have optimal risk versus reward characteristics under a probable set of outcomes. A Fund’s portfolio consists of a selection of these positions whose exposures are sized by relative attractiveness of risk versus reward. Standard General intends to focus exposures amongst the best opportunities and does not intend to employ excessive amounts of leverage across the portfolio. While the investment approach tends to minimize frequent portfolio turnover, an important element of Standard General’s approach is active portfolio risk management and monitoring of investment positions. Standard General continually reviews each investment to determine whether anything has changed subsequent to the initial investment decision that impacts the risk or potential return, and to assure early recognition of any diminution in the value of an investment. Standard General’s portfolio risk management process is as follows: within any given individual position, the first consideration is to assume only those risks that are worthy of being assumed– balancing the potential for profits and losses and the probabilities of outcomes–and to hedge out other, unwanted risks that can be isolated from the primary investment thesis. The risks of each prospective position having been isolated, positions are notionally sized so as to limit the impact to an appropriate level given the occurrence of any specific adverse event. Lastly, each potential investment is evaluated for relative diversity in comparison to the existing portfolio. Standard

General seeks to limit the amount of autocorrelation between any two positions to the same adverse event. There are circumstances in which it may be advantageous to establish arrangements under which particular investments are held directly by Standard General Fund L.P., Standard General Offshore Fund Ltd., Standard General Fund II L.P. or Standard General Offshore Fund II Ltd. (or other Funds of Standard General) while the economic benefits and risks of those investments are shared by Standard General Fund L.P., Standard General Offshore Fund Ltd., Standard General Fund II L.P. and Standard General Offshore Fund II Ltd. (or such other Funds). Such arrangements may entail the creation of special purpose vehicles, derivative contracts and other mechanisms for sharing risk and reward. Standard General seeks to ensure that all such arrangements result in a fair and equitable sharing of risk and reward, taking into consideration any financing or other incremental costs. It is critical that Investors refer to the relevant governing documents for a complete understanding of Standard General’s methods of analysis and investment strategies. The information contained herein is a summary only and is qualified in its entirety by such documents. Risk of Loss Item 8B Short Sales Certain Funds’ investment portfolios include, and other Funds’ investment portfolios may include, short positions. Short selling involves selling securities which may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. Short selling allows the Investor to profit from a decline in the price of a particular security to the extent that such decline exceeds the transaction costs and the costs of borrowing the security. A short sale creates the risk of a theoretically unlimited loss, in that the price of the underlying security could theoretically increase without limit, thus increasing the cost to a Fund of buying those securities to cover the short position. There can be no assurance that the security necessary to cover a short position will be available for purchase. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Temporary restrictions, prohibitions, reporting, and/or other requirements pertaining to short selling activity may be imposed by regulatory authorities with little or no advance notice and may impact prior trading activities of a Fund. Additionally, the SEC, its foreign counterparts, other governmental authorities and/or self-regulatory organizations may at any time promulgate permanent rules or interpretations consistent with such temporary restrictions or that impose additional or different permanent or temporary limitations or prohibitions. A Fund’s ability to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted by regulatory authorities.

The SEC might impose different limitations and/or prohibitions on short selling from those imposed by various non-U.S. regulatory authorities. These different regulations, rules or interpretations might have different effective periods. Regulatory authorities may from time to time impose restrictions that adversely affect a Fund’s ability to borrow certain securities in connection with short sale transactions. In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, a Fund may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. A Fund may also incur additional costs in connection with short sale transactions, including in the event that it is required to enter into a borrowing arrangement in advance of any short sales. Moreover, the ability to continue to borrow a security is not guaranteed and a Fund is subject to strict delivery requirements. The inability of a Fund to deliver securities within the required time frame may subject a Fund to mandatory close out by the executing broker-dealer. A mandatory close out may subject a Fund to unintended costs and losses. Certain action or inaction by third-parties, such as executing broker-dealers or clearing broker-dealers, may materially impact a Fund’s ability to effect short sale transactions. Such action or inaction may include a failure to deliver securities in a timely manner in connection with a short sale affected by a third-party unrelated to a Fund. The Funds may also engage in securities lending from time to time. When a Fund lends a security, it receives cash or collateral from the borrower. Currently the Funds reinvest that cash or collateral into our account with our prime broker, which also serves as lending agent. The Fund is paid a fee from the prime broker and, consequently, Standard General may have an incentive to lend securities on behalf of the Fund in order to generate income for the Funds. Illiquid Investments A Fund may invest in securities and other assets that are subject to legal or other restrictions on transfer or for which no liquid market exists, certain of which may be allocated to a Special Investment Account. The market prices, if any, for such investments tend to be volatile and may not be readily ascertainable, and a Fund may not be able to sell them when it desires to do so or to realize what it perceives to be their fair value in the event of a sale. The 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 sale of securities eligible for trading on national securities exchanges or in the over the counter markets. A Fund may not be able to readily dispose of such illiquid investments and, in some cases, may be contractually prohibited from disposing of such investments for a specified period of time. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. An investment in a Fund is suitable only for certain sophisticated investors who do not require immediate liquidity for their investments. General Economic and Market Conditions The success of a Fund’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws

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Standard General provides investment advisory services to the Funds and may in the future provide advisory services to institutional investors, endowments, trusts, pension funds and other types of clients. Investments in the Funds are generally restricted to Investors who (i) qualify as “accredited investors,” as that term is defined under Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, and “qualified purchasers” as that term is defined under the Investment Company Act of 1940, as amended, or (ii) with respect to the non-U.S. Funds, are qualified non-U.S. investors. For the avoidance of doubt, non-U.S. Funds advised by Standard General may also accept U.S. investors who generally must qualify as both accredited investors and qualified purchasers (as described in clause (i) of the preceding sentence). The minimum initial investment in a Fund is typically $5 million, which amount is subject to waiver at the discretion of Standard General.

Performance Based Fees and Side-By-Side Management

As described in Item 5A above, Standard General (or an affiliate) receives performance-based compensation (the Performance Allocation and carried interest distributions) from certain of the Funds. While each Fund managed by Standard General pays performance-based compensation, it should be noted that Standard General reserves the right to reduce, waive or calculate differently such fees for certain Investors. A conflict of interest arises as Standard General has an incentive to favor performance-based fee accounts over other accounts to generate higher fees. Standard General addresses this conflict several ways, including through disclosure in this Brochure and in a Fund’s offering documents, by managing all similar accounts in a similar fashion and by generally aggregating all discretionary client trades for execution. Funds receive the average share price and bear the transaction costs on a pro rata basis. In addition, Standard General acknowledges its fiduciary duty to follow trading procedures that meet each Fund’s investment objectives and guidelines. Procedures have been adopted and implemented to fairly execute trade orders and allocate trades in a consistent, controlled and accountable manner. In addition, it should be noted when Standard General (or an affiliate of Standard General) receives performance-based compensation, this creates a potential conflict of interest in that Standard General or its affiliate may make investments that are riskier or more speculative than in the absence of such a performance-based fee. Please refer to Item 5, Fees and Compensation and Item 12, Brokerage Practices, for additional information about Standard General’s fees and trade allocation policies and procedures.

Investors are provided with clear disclosure as to how performance-based compensation is charged with respect to a particular Fund and the risks and potential conflicts of interest associated with such performance-based compensation prior to making an investment.

Items 10.A and 10.B are “Not Applicable” as neither Standard General nor its management persons are registered or have an application pending to register as a broker-dealer, registered representative of a broker-dealer, futures commission merchant, commodity pool operator, commodity trading adviser, or an associated person of the foregoing entities. Item 10C As discussed above, an affiliate of Standard General, Standard General GP LLC, is the general partner of the Funds that are organized as limited partnerships. In addition, SG Special Situations GP, LLC, an affiliate of the General Partner, serves as the general partner of a closed-ended Fund. Outside Activities: The General Partner, Standard General and Soohyung Kim will devote such time to the Funds’ business as they, in their sole discretion, deem to be necessary to manage and supervise the Funds’ business and affairs in an efficient manner. The General Partner, its affiliates and agents, officers, directors and employees of the General Partner and its affiliates may engage in or possess interests in other business ventures and may engage in other activities of any kind and description, independently or with others, including, without limitation, ventures involving investing in securities or managing or participating in other investment funds, which ventures may be similar to and competitive with the Funds. Neither a Fund nor any Investor has the right to participate in any other ventures or activities of the General Partner or its affiliates or to the income or proceeds derived therefrom solely by virtue of being an Investor in a Fund. Employees of Standard General currently serve on boards of directors or executive committees or in other management capacities at companies in which the Funds invest, either directly or indirectly. Serving in such a capacity may expose such employee, and by association Standard General and the Funds, to certain limitations on the ability to trade the securities of the issuer company and certain conflicts of interest. As a result of such service, an employee may become aware, from time to time, of material non-public information about the company in which the Funds invest, and the employee’s knowledge is likely to be attributed to Standard General and the Funds; therefore, the Funds’ ability to trade the securities of such company may become substantially restricted. The Funds’ ability to buy and sell such securities may be limited to such times as company insiders are permitted to do so. Such limitations may cause the Funds to forgo sales that it would otherwise make, thereby exposing the Funds to losses, or to forgo purchases, thereby exposing the Funds to lost opportunities. Standard General and the Funds may also be subject to Section 16 of the Securities Exchange Act of 1934, as amended, including the disclosure requirements, the restrictions on purchases and sales, and the disgorgement of profits in certain circumstances. An employee serving as a director of a company owned, directly or indirectly, by the Funds may also face a conflict between the fiduciary duties owed by such employee to the Funds and the duties owed to such company. In such circumstances, an employee may act in ways that are in the best interests of such company but not the Funds. Standard General maintains internal compliance policies that are intended to minimize the negative effects of such conflicts if they arise, and intends to prevent employees from taking such positions when, in Standard

General’s determination, the potential risks to the Funds outweigh the potential benefits. However, there can be no assurance that permitting the board membership of an employee will not result in less favorable results for the Funds than if the employee was not permitted to serve in such capacity. Standard General employees who serve on a board or executive committee of a company are permitted to accept reasonable compensation for such service. Item 10D Standard General does not utilize third party investment advisory services.

Item 11A Standard General’s Code of Ethics (the “Code”) is designed to meet the requirements of Rule 204A-1 of the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Code applies to Standard General’s access persons (which term includes all employees of Standard General) and sets forth a standard of business conduct that takes into account Standard General’s status as a fiduciary and requires access persons to place the interests of the Funds above their own interests. To address potential conflicts and in recognition of Standard General’s fiduciary obligations to its Funds and Standard General’s desire to maintain its high ethical standards, Standard General has adopted a Code of Ethics containing provisions designed to: (i) prevent improper personal trading by Standard General’s access persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Standard General or securities holdings of the Funds; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of the Funds. Among other things, the Code (i) requires that all employees comply with federal securities laws, (ii) requires that all employees submit to Standard General reports containing their personal securities holdings and transactions in reportable securities, and that Standard General review such reports, (iii) requires all employees to obtain pre-approval of certain types of investments, and (iv) contains policies and procedures designed to prevent the misuse of material, non-public information. All access persons are provided with a copy of the Code and are required to acknowledge receipt of the Code, and certify compliance therewith, on at least an annual basis. The Code also sets forth certain reporting and pre-clearance requirements with respect to personal trading by access persons. Standard General’s access persons must provide the Chief Compliance Officer with a list of their personal brokerage accounts and an initial holdings report within 10 days of becoming an access person. In addition, Standard General’s access persons must submit annual holdings reports and quarterly transaction reports in accordance with Rule 204A-1. In addition, the Code of Ethics ensures the protection of nonpublic information about the activities of the Funds. Investors or prospective Investors may obtain a copy of Standard General’s Code of

Ethics by contacting the Chief Compliance Officer, Joseph Mause at (212) 257-4720 or by email at jmause@standgen.com. Item 11B As explained in Item 10 above, Standard General serves as the investment manager to the Funds and as such recommends interests in the Funds to prospective Investors. Standard General (or its affiliates) has a material financial interest with respect to fees paid by Investors. Management fees are payable without regard to the overall success or income earned by the Funds and therefore may create an incentive on the part of Standard General to raise or otherwise increase assets under management to a higher level than would be the case if Standard General were receiving a lower or no management fee. Performance-based fees (the Performance Allocation and carried interest) may create an incentive for Standard General to make investments that are riskier or more speculative than in the absence of such performance-based compensation. Funds and Investors are provided with clear disclosure as to how performance-based compensation is charged and the risks associated with such performance-based compensation prior to making an investment. Standard General, its employees or their related persons may also and do invest directly in some or all of the Funds. It should be noted that investments in the Funds made by such parties may not be subject to the asset or performance-based fees described above. The fact that Standard General’s principals and employees have financial ownership interests in the Funds also creates a potential conflict in that it could cause Standard General to make different investment decisions than if such parties did not have such financial ownership interests. It should also be noted that Standard General and its affiliates may give advice and recommend the purchase or sale of securities and other financial instruments, or buy or sell such securities, and instruments for their own account or that of certain Funds, which advice or instruments may differ from advice given to, or instruments recommended or bought or sold for, certain other Funds, even though their investment objectives may be the same or similar. As a result, the allocation of investment opportunities gives rise to potential and actual conflicts of interest. In making allocation decisions with respect to limited investment opportunities that could reasonably be expected to fit the investment objectives of one or more Funds, Standard General anticipates that it may consider one or more of the following factors that it deems relevant: (a) the risk-return and target return profile of each Fund; (b) any need to resize risk in such Fund’s existing portfolio in light of other positions; (c) proximity to the end of a Fund’s investment period, if applicable; (d) tax consequences; (e) regulatory or contractual restrictions (including any side letter covenants) or consequences; (f) availability and degree of leverage; (g) any requirements or other terms of any existing leverage facilities; (h) the nature and extent of involvement in the transaction on the part of the respective teams of investment professionals dedicated to the relevant Fund; (i) available capital of each Fund and (j) any other considerations that Standard General in good faith determines to be relevant to the determination. Standard General from time to time makes “co-investment” opportunities available to investors in its Funds or other third parties. These investors are referred to as “co-investors,” and the term “co26

investment” refers to an investment opportunity that has been sourced by an existing Fund but the Fund is not able to invest in the entire opportunity because, in Standard General’s sole discretion, the size, liquidity or investment time horizon are not appropriate for the Fund. Standard General will determine the terms of any co-investment on a case-by-case basis in its sole discretion and any opportunity may be presented on an “as is” basis. Standard General generally expects to create special purpose vehicles (“SPVs”) for each particular co-investment opportunity but may create one or more SPVs for co-investment opportunities in general. How an SPV is structured will depend on legal, tax, regulatory or other purposes. However, in certain circumstances co-investors may participate in parallel with the Funds rather than through a SPV. When an investment opportunity could potentially involve co-investments, Standard General will allocate the investment opportunity among its Funds in accordance with its general trade allocation procedures. If, after making such allocations, there is remaining capacity, and if Standard General has determined to make the investment opportunity available to underlying investors, the excess investment opportunity will be allocated to: 1. co-investors in compliance with any provisions of the SPV’s governing documents; 2. to existing and/or prospective investors that Standard General believes have or may add specific expertise or experience or other strategic value to one or more Funds based on the nature of the co-investment and/or may add value to Standard General’s business, whether or not they are Investors in a Fund; and 3. to other Investors not described above, in each case based on the considerations described above. If all or a portion of an investment opportunity is not allocated after these allocation principles have been applied, Standard General will offer the co-investment to any other person or determine not to allocate all or any remaining excess investment opportunity and not make the remaining co-investment opportunity available. If an additional or related opportunity arises from a co-investment, Standard General will first assess whether the liquidity, investment time horizon and amount of capital required to invest are consistent with the sourcing Fund’s existing and anticipated liquidity needs, diversification goals and risk profiles. If the related opportunity is consistent with the foregoing factors, Standard General would allocate based on its standard allocation procedures. Otherwise, Standard General will offer the related opportunity exclusively to co-investors instead of to existing Funds. Each client and co-investor that invests in a co-investment transaction will bear their pro rata share of the transaction’s costs and expenses. In addition, certain Funds (and not potential co-investors or other Funds) will bear expenses for transactions that are not consummated or that another Fund invests in at a later date. Standard General believes that the overall benefits and potential burdens to the Funds of potential co-investors and other Funds to participate in certain transactions are fair and equitable for the following reasons: 1. in certain instances, the Funds would be unable to participate in a transaction due to its size without including co-investors, and thus the Funds benefit by participating in a potentially attractive investment that they might not otherwise have been able to access; 2. the amount of broken deal expenses associated with an investment are expected to be the same, or substantially similar, regardless of the type and number of participants;

3. in most cases, it is impracticable to charge broken deal expenses to co-investors since such expenses are often incurred prior to the date on which these co-investors become contractually committed to participate in the co-investment; and 4. Funds, rather than co-investors, generally will receive any break up, topping up or other fees received in respect of investments, although Standard General does not expect such fees to be material. Notwithstanding the foregoing, Standard General may allocate broken deal expenses to coinvestors in limited circumstances, such as when they invest through an SPV that invests in multiple co-investments, where such co-investors are contractually required to co-invest and have agreed to bear broken deal expenses as a condition of being considered for participation in a coinvestment. Standard General at times has an incentive to offer co-investment opportunities in order to receive special expertise or to gain strategic value by virtue of allowing the participation of a certain coinvestor. In addition, Standard General has a conflict of interest in making investment allocation decisions and determining that the size of a particular investment opportunity exceeds the aggregate desired allocation of existing clients of Standard General. Standard General has substantial discretion in allocating co-investment opportunities among co-investors and third parties, and many investors may not have an opportunity to participate in co-investments. Standard General and its affiliates may receive fees, remuneration, or other benefits in respect of coinvestment opportunities, and are not required to account to investors with respect to these benefits. Co-investors may also have greater access to information pertaining to the co-investment than other Funds or Investors, and an investor in a co-investment may have economic or business interests or goals that are inconsistent with those of the Funds participating in the co-investment, or may be in a position to take or block action in a manner that is contrary to the Funds’ investment objectives. An investor in a co-investment may be able to sell some or all of its interest in a coinvestment while a Fund retains—or is required to retain—its interest, so that the Fund remains at risk to the future performance of the co-investment while the co-investor has already liquidated its position. Co-investors may engage Standard General or its affiliates to advise them about a co-investment opportunity for a fee. The Funds and Investors will not participate in the profits or losses received by the co-investors, nor will the Funds or Investors participate in the fees received by Standard General or its affiliates with respect to these co-investment opportunities. Item 11C Standard General believes that high ethical standards are essential for the success of Standard General and to maintain the confidence of its Funds. The Code is designed to ensure that the personal securities transactions of Standard General and its affiliates, officers and employees (and members of their families) do not conflict with transactions effected on behalf of the Funds. Employees of Standard General must (i) place the interests of Funds first, (ii) avoid taking inappropriate advantage of their positions within the firm, and (iii) conduct their personal securities

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Item 12A.1 Standard General recognizes its duty to seek to obtain “best execution” for its Funds. In selecting brokers or dealers to execute transactions, Standard General is not required to solicit competitive bids and does not have an obligation to seek the lowest available commission. Portfolio transactions are allocated to brokers in consideration of a broker’s ability to effect the transactions, its facilities, reliability and financial responsibility. Standard General may not necessarily negotiate “execution only” commission rates and is authorized to “pay up” for research and other services provided by the broker through the commission rate (“soft dollars”). However, since commission rates are generally negotiable, selecting brokers on the basis of considerations other than commission rates may result in higher transaction costs than would be otherwise obtainable. Notwithstanding this authorization, Standard General currently does not use “soft dollars” and has no future intent to use “soft dollars.” Standard General may also combine purchase or sale orders on behalf of the Funds with orders for other accounts managed by Standard General, the General Partner or affiliates thereof and allocate

purchases or sales, typically on an average price basis, among such accounts wherein orders placed during a trading day are placed on behalf of the Funds, the General Partner, or their affiliates and allocated among such accounts using an average price. From time to time, Standard General may determine that it is in the best interest of its clients to arrange for one or more Funds or other client accounts to buy or sell a security directly from or to another Fund or other client account (for example, to reduce or eliminate transaction costs). Although Standard General does not routinely engage in these direct trades between client accounts, Standard General’s chief compliance officer may approve a cross transaction if the specific transaction is believed to be in the best interest of all clients that are parties to the transaction and is otherwise in accordance with the applicable clients’ governing documents and permitted under applicable laws. Standard General’s chief compliance officer will oversee any approved cross transaction to verify that: •

The transaction does not involve an ERISA account or Fund that is deemed to be a “plan asset vehicle” for ERISA purposes,

•

The transaction is consistent with the investment policy statements of each participating account,

•

No brokerage commission, fee (except for customary transfer fees), special fees or other compensation is paid to Standard General or its affiliates in connection with the transaction,

•

The price at which the transaction will be effected was determined in accordance with Standard General’s policies and procedures.

Expenses incurred in connection with the transaction will be allocated equitably in the discretion of Standard General between the applicable client accounts. Similarly, if a transaction is cancelled, any costs incurred will be allocated equitably in the discretion of Standard General between the applicable client accounts that are parties to the cross transaction. From time to time, the Funds may engage in principal transactions and certain other related party transactions. In no event shall any such transaction be entered into unless it is consented to by the investors in the applicable Fund(s) or owner of the applicable account(s) managed by Standard General in accordance with the relevant client governing documents and applicable law. Trade Errors may occur during the trading process. It is Standard General’s policy to correct errors occurring in the management or trading of Funds’ accounts as soon as practicable. Errors must also be reported to the Chief Compliance Officer and reviewed to determine whether policies or procedures should be changed to prevent future errors. Generally, the Funds’ investment management agreements govern the allocations of profits and losses resulting from trade errors committed by Standard General. The cost of errors in the Funds’ accounts will be borne by the Funds unless an error is the result of bad faith, gross negligence, or willful misconduct by Standard

General or, in the case of Funds subject to ERISA, a breach of ERISA’s standard of care by Standard General. Gains associated with any trade error shall be retained by the affected Funds. The gains and losses associated with errors affecting sub-advised funds will be treated in accordance with the applicable governing documents of sub-advised funds. Item 12A.2 Standard General may place transactions with a broker-dealer that (i) provides Standard General with the opportunity to participate in capital introduction events sponsored by the broker-dealer, or (ii) refers Investors to the Funds (or an affiliate). Because such referrals, if any, are likely to benefit Standard General and its affiliates but provide an insignificant (if any) benefit to Investors, Standard General may have a conflict of interest with the Funds when allocating Fund brokerage business to a broker who has referred Investors to the Funds. To prevent Fund brokerage commissions from being used to pay Investor referral fees, Standard General does not allocate Fund brokerage business to a referring broker unless Standard General determines in good faith that the commissions payable to such broker-dealer is consistent with seeking best execution; provided Standard General is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of Investors. Item 12B If Standard General determines to buy or sell the same security on behalf of more than one Fund (based upon the investment mandates of such Funds), it may, but shall be under no obligation to, aggregate, to the extent permitted by applicable law and regulations, the securities to be purchased or sold in order to seek more favorable prices, lower brokerage commissions or more efficient execution. In such case, Standard General will place an aggregate order with the broker on behalf of all such accounts in order to ensure fairness for all accounts; provided, however, that trading shall be reviewed periodically to ensure that accounts are not systematically disadvantaged by this policy. Standard General will determine the appropriate number of shares to place with brokers and will select the appropriate brokers based upon Standard General’s determination of who will likely provide best execution, except for those accounts with specific brokerage direction (if any). In executing bunched transactions for Fund accounts placed at the same time and at the same price with the same broker, trades are generally allocated on the basis of the relative asset size of each participating Fund. It should be specifically noted that the investment strategy employed by a particular Fund will also govern whether a Fund will participate in a particular transaction. All determinations as to whether a Fund will participate in a particular security transaction will be made by Standard General. In some circumstances, it may be appropriate for Standard General to buy or sell a security on behalf of more than one Fund over a period of time. For example, if Standard General is buying a small capitalization and/or relatively illiquid security for more than one Fund, it may wish to fill the order over a period of days or even weeks. In such instances, although it may not be possible to aggregate orders to be entered for all of the Funds, Standard General still must allocate Funds’ orders on an equitable basis. Standard General reflects the executed allocation on the internal trade ticket.

Please note that situations may occur where one of Standard General’s Funds could be disadvantaged because of the investment activities conducted by Standard General for one or more of its other Funds.

Item 14A Standard General does not receive an economic benefit from a non-client in connection with giving advice to the Funds. Item 14B Standard General may in the future enter into written arrangements with third parties to market one or more of the Funds to prospective investors. The Investor will incur no additional costs or expenses as a result of any such compensation arrangements.

Standard General and its employees do not have any material legal or disciplinary events to be disclosed.

Item 13A Soohyung Kim is the Chief Investment Officer of Standard General and is responsible for all investment decisions. Mr. Kim is assisted by a team of investment professionals (the “Investment Team”). The portfolios are regularly reassessed with regard to investment policy, the suitability of the investments used to meet policy objectives, cash availability and the investment objectives of the portfolio. Members of the Investment Team review daily each investment to determine whether anything has changed subsequent to the initial investment decision that impacts the risk or potential return, and to assure early recognition of any diminution in the value of an investment. While the investment approach tends to minimize frequent portfolio turnover, an important element of Standard General’s approach is active portfolio risk management and monitoring of investment positions. The Chief Financial Officer regularly reviews the portfolio and trading activity while the Chief Investment Officer completes a top-level review of current inventory and trading activity and is the ultimate decision-makers with respect to trade issues. Item 13B Please see Item 13.A. The accounts are reviewed regularly. Item 13C Investors receive monthly or quarterly account statements, as applicable, from the Fund Administrator. Generally, Investors also receive unaudited performance monthly and a written update of Standard General’s and the Funds’ activity on a quarterly basis. In addition, audited financial statements are typically sent to Investors within 90-120 days of the end of the fiscal year.

Standard General maintains the assets of the Funds in accounts with a “qualified custodian” pursuant to Rule 206(4)-2 under the Advisers Act and notifies clients in writing of the qualified custodian’s name, address and the manner in which the assets are maintained promptly when the account is opened and following any changes to this information. Standard General has established prime brokerage and custodial arrangements for the Funds with Goldman Sachs & Co. (One New York Plaza, 44th Floor, New York, NY 10004). Goldman Sachs is the prime broker of the Funds. Goldman Sachs, Morgan Stanley, BNY Mellon and Interactive Brokers generally serve as the custodians for the cash assets and a majority of the securities held by the Funds. Cash may also be held at J.P. Morgan Private Bank, and/or Flagstar Bank. Pursuant to Rule 206(4)-2 under the Advisers Act, Standard General reasonably believes that all Investors are provided with audited financial statements for their respective Fund prepared by an independent accounting firm that is registered with and subject to review by the Public Company Accounting Oversight Board, in accordance with U.S. Generally Accepted Accounting Principles, within 120 days of the end of such Fund’s fiscal years (i.e., generally by April 30). Investors should carefully review the audited financial statements of the Funds upon receipt.

Standard General has discretionary authority to manage securities accounts on behalf of the Funds. Standard General is authorized to make transaction recommendations for the Funds. As explained in Item 8.A above, each Fund’s investment strategy is set forth in detail in the respective Fund’s private offering memorandum. Investors do not have the ability to impose limitations on Standard General’s discretionary authority. Investors must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in a high-risk investment pool, and Investors in the domestic limited partnerships must execute a limited partnership agreement. As noted in Item 4.A and Item 7 above, Standard General has established and may in the future establish one or more managed accounts or single investor funds, based on the preferences of a single investor or a group of investors. Such customized Funds may have the same or different investment strategies as the other Funds managed by Standard General. In addition, such customized Funds may have the same or different terms (including but not limited to investment minimums, fees, liquidity and/or transparency).

It is the policy of Standard General to vote proxies in the interest of maximizing value for the Funds. Standard General will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.

Prior to voting any proxies, the Chief Financial Officer or Chief Investment Officer will determine if there are any conflicts of interest related to the proxy in question. If a conflict is identified, the Chief Investment Officer will then make a determination (which may be in consultation with the Chief Financial Officer and legal counsel) as to whether the conflict is material or not. If no material conflict is identified pursuant to these procedures, the Chief Investment Officer will make a decision on how to resolve the conflict. If Standard General determines that a proxy vote creates a material conflict of interest, the Adviser will consult with outside counsel to determine how to vote the proxy. Standard General is not required to vote every proxy. At times, refraining from voting is in the client’s best interest, such as when Standard General’s analysis of a particular proxy reveals that the cost of voting the proxy may exceed the expected benefit to the client (i.e., casting a vote on a foreign security may require that the adviser engage a translator or travel to a foreign country to vote in person). You may obtain a copy of Standard General’s proxy voting policies and procedures or obtain detailed information of how any proxies were actually voted by contacting the Chief Compliance Officer at (212) 257-4720.

Standard General does not charge fees six months or more in advance of services rendered. Standard General is not currently aware of any financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients. Standard General has never been the subject of a bankruptcy petition.