Stieven Capital Advisors, L.P.

General Description of Advisory Firm. Stieven Capital Advisors, L.P., a Delaware limited partnership, commenced operations on June 7, 2005 and has an office in 12412 Powerscourt Drive, Suite 250, St. Louis, MO 63131. Joseph A. Stieven, as a limited partner of the Investment Adviser and as the managing member of the general partner of the Investment Adviser, Stieven Capital Advisors GP, LLC, a Delaware limited liability company (the “Investment Adviser General Partner”), is the principal owner of the Investment Adviser and controls the Investment Adviser. The managing member of the Investment Adviser General Partner, Joseph A. Stieven, has ultimate responsibility for the management, operations and the investment decisions made by the Investment Adviser. The Investment Adviser serves as the management company with discretionary trading authority to private pooled investment vehicles (each, a “Fund” and, collectively, the “Funds”). The Funds include (1) Stieven Financial Investors, L.P., a Delaware limited liability partnership (the “U.S. Fund”), and (2) Stieven Financial Offshore Investors, Ltd., a Cayman Islands exempted company (the “Offshore Fund”). Stieven Capital GP, LLC, a limited liability company organized under the laws of the State of Delaware and affiliated with the Investment Adviser serves as the general partner of the U.S. Fund (the “Fund General Partner”). The interests in the U.S. Fund are offered on a private placement basis, pursuant to Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”), to persons who are “accredited investors” as defined under the Securities Act of 1933, as amended (the “Securities Act”) and “qualified purchasers” as defined under the 1940 Act, and subject to certain other conditions, which are fully set forth in the offering documents for the U.S. Fund. Shares in the Offshore Fund are offered on a private placement basis to persons who are not “U.S. Persons”, as defined under Regulation S of the Securities Act and U.S. tax-exempt entities (or substantially composed of U.S. tax-exempt entities), and subject to certain other conditions, which are fully set forth in the offering documents for the Offshore Fund. This Brochure generally includes information about the Investment Adviser and its relationships with its clients and affiliates. While much of this Brochure applies to all such clients and affiliates, certain information included herein applies to specific clients or affiliates only. Description of Advisory Services. Please see Item 8. Availability of Customized Services for Individual Clients. The Investment Adviser’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents.

Assets Under Management. The Investment Adviser manages approximately $563,449,338 as of December 31, 2025 on a discretionary basis. As of December 31, 2025, the Investment Adviser does not manage any assets on a non-discretionary basis.

Advisory Fees and Compensation. The fees applicable to each Fund are set forth in detail in each Fund’s offering documents. A brief summary of such fees is provided below. U.S. Fund Management Fee. With respect to the U.S. Fund, the U.S. Fund pays a management fee (the “Management Fee”), as of the beginning of each quarter to the Investment Adviser equal to 0.25% (1.0% annualized) of the balance of each capital account of each limited partner admitted to the U.S. Fund (including for these purposes, the fair value of certain illiquid investments in which such limited partner has an interest (“Special Investments”)). The Fund General Partner’s capital account will not be debited with any management fee. In addition, a pro rata portion of the management fee will be paid out of any capital contributions made by new or existing limited partners on any date that does not fall on the first day of a fiscal quarter, based on the number of months remaining in such partial fiscal quarter following such capital contribution. A pro rata portion of the management fee will be reimbursed to a limited partner that withdraws from the U.S. Fund, in whole or in part, on any date that does not fall on the last day of a fiscal quarter, based on the number of months remaining in such partial fiscal quarter following such withdrawal. If a limited partner has completely withdrawn from the U.S. Fund except for its interest in one or more Special Investment accounts, the Investment Adviser will send an annual statement to the withdrawn limited partner providing for the payment of the management fee with respect to its interest in such Special Investment accounts. The Management Fee payable by such withdrawn investor will be due within 15 days of receiving such notice. The Investment Adviser may, in its discretion, elect to reduce or waive the management fee with respect to any limited partner, including, but not limited to, any principal, employee or affiliate of the Fund General Partner or the Investment Adviser, or any family member of such person. Incentive Allocation. Generally, at the end of each fiscal year of the U.S. Fund, 20% of the net realized and unrealized capital appreciation (taking into account appreciation or depreciation with respect to realized or deemed realized Special Investments) allocated to each capital account of each limited partner for such fiscal year over the management fee debited to such capital account will be reallocated to the capital account of the Fund General Partner (the “Incentive Allocation”), subject to a loss carryforward mechanism. For purposes of determining allocations, including the Incentive Allocation and the balance resulting from the loss carryforward mechanism, any taxes withheld from the U.S. Fund or paid by the U.S. Fund, directly or indirectly, with respect to or on behalf of a limited partner (and including

interest, penalties and/or any additional amounts with respect thereto), will be deemed distributed from each capital account of each limited partner and will not be deemed to be expenses. The Incentive Allocation will be calculated separately with respect to each capital contribution made by a limited partner. Accordingly, it is possible that an Incentive Allocation may be made with respect to a limited partner even though the capital accounts of the limited partner, in the aggregate, did not achieve profits during a year. In the event that a limited partner’s partial or complete withdrawal of a capital account occurs other than at a fiscal year-end, the Incentive Allocation, if any, will be determined through the withdrawal date. The Fund General Partner may, in its discretion, elect to reduce or waive the Incentive Allocation with respect to any limited partner, including, but not limited to, any principal, employee or affiliate of the Fund General Partner or the Investment Adviser, or any family member of such person. Offshore Fund Management Fee. With respect to the Offshore Fund, the Offshore Fund pays to the Investment Adviser a quarterly fixed management fee, in advance, equal to 0.25% (1.0% on an annualized basis) of the net asset value of each Series of Class A Shares (“Class A Shares”), and Class S Shares (“Class S Shares”, and collectively with the Class A Shares, the “Shares”), as of the beginning of each quarter. Any portion of the management fee attributable to a shareholder’s Class S Shares in the Offshore Fund (which holds Special Investments) will be debited against the net asset value of the corresponding Series of Shares from which such Class S Shares had been issued. In calculating the management fee, Special Investments are valued at their fair value. In addition, a pro rata portion of the management fee will be paid if a series of Shares is created on any date that does not fall on the first day of a fiscal quarter, based on the number of months remaining in such partial fiscal quarter following the creation of such series of Shares. A pro rata portion of the management fee will be reimbursed to a redeeming shareholder that redeems its Class A Shares, in whole or in part, on any date that does not fall on the last day of a fiscal quarter, based on the number of months remaining in such partial fiscal quarter following such redemption. If a shareholder owns Class S Shares, but no longer owns Class A Shares, the Investment Adviser will send an annual statement to such shareholder providing for the payment of the management fee with respect to such Class S Shares. The management fee payable by such shareholder will be due within 15 days of receiving such notice. In the sole discretion of the Investment Adviser, the management fee may be reduced or waived with respect to any shareholder, including, but not limited to, any principal, employee or affiliate of the Investment Adviser, or any family member of such person.

Incentive Fee. The Offshore Fund also pays to the Investment Adviser an incentive fee (the “Incentive Fee”), generally on an annual basis on the last day of each fiscal year of the Offshore Fund, equal to 20% of the net realized and unrealized appreciation in the net asset value of each series of Class A Shares, including appreciation or depreciation from realized (or deemed realized) Special Investments (which were held through Class S Shares and then converted into Class A Shares), during the respective year (adjusted for any redemptions and accruals of the Incentive Fee made during the year (the “Adjusted Net Asset Value”)); provided, however, that an Incentive Fee is only paid with respect to the net realized and unrealized appreciation in the Adjusted Net Asset Value of a series of Class A Shares in excess of the Prior High NAV (as defined below) of such series of Class A Shares. The “Prior High NAV” for each series of Class A Shares is the prevailing net asset value (“NAV”) of that series of Class A Shares as of the first business day immediately following the date the last Incentive Fee with respect to such series of Class A Shares was determined (or if no Incentive Fee has been determined with respect to such series of Class A Shares, the NAV of such series of Class A Shares immediately following its initial offering). If Class A Shares of a particular series are redeemed during a year, the Prior High NAV of such series of Class A Shares will be reduced in the same proportion as the reduction in the NAV of that series of Class A Shares caused by such redemption. In the event of a redemption by a shareholder other than as of the end of a fiscal year, an Incentive Fee will be determined and paid as of the redemption date with respect to the realized and unrealized appreciation, if any, in the Adjusted Net Asset Value of the redeemed Class A Shares through the redemption date. In the sole discretion of the Investment Adviser, the Incentive Fee may be reduced or waived with respect to any shareholder, including, but not limited to, any principal, employee or affiliate of the Investment Adviser, or any family member of such person. Payment of Fees. Fees and compensation paid to the Investment Adviser or its affiliates by the Funds are generally deducted from the assets of such clients. As discussed above, management fees are generally deducted on a quarterly basis and performance compensation is generally deducted on an annual basis. Additional Fees and Expenses. Each client bears its own operating expenses, including, but not limited to, investment expenses (e.g., brokerage commissions, expenses relating to short sales, clearing and settlement charges, custodial fees, interest expenses, research expenses), professional fees (including, without limitation, expenses of consultants and experts’ fees relating to particular investments), expenses related to the purchase and sale of illiquid securities and Special Investments, travel expenses related to investments (including, without limitation, travel, lodging and meal expenses), legal expenses, fees and expenses of the administrator, the management fees, incentive fees, internal and external accounting, audit and tax preparation expenses, fees and expenses of the board of directors and the Offshore Fund officers (including Anti-Money Laundering officers), professional liability insurance

(including costs relating to directors’ and officers’ liability insurance and errors and omissions insurance), costs of printing and mailing reports and notices, entity-level taxes (for the Offshore Fund), taxes (for the U.S. Fund), corporate licensing, regulatory expenses (including filing fees), expenses relating to the offer and sale of interests or shares, and extraordinary expenses. Solely with respect to the U.S. Fund, generally, all expenses borne by the U.S. Fund, other than the U.S. Fund management fee and any expenses that the Fund General Partner determines should be allocated to a particular limited partner or limited partners (investor-related taxes and expenses related to a special investment), will be debited to all U.S. Fund limited partner capital accounts on a pro rata basis. To the extent that expenses to be borne by the U.S. Fund are paid by the Fund General Partner or the Investment Adviser, the U.S. Fund will reimburse such party for such expenses. Solely with respect to the Offshore Fund, expenses generally will be allocated pro rata among the classes and series of shares; provided, however, that the Offshore Fund will specially allocate expenses related to Special Investments to the Class S Shares of the shareholders participating therein. Prepayment of Fees. Please see “Payments of Fees” discussed above. Additional Compensation and Conflicts of Interest. Not applicable.

Methods of Analysis and Investment Strategies. The Investment Adviser’s investment objective, with respect to the Funds’ investments, is to achieve superior total returns than the broad equity market (defined as the “S&P 500 Index”). The majority of the total return is expected to be composed of capital appreciation from equity and fixed-income investments; however, dividend and interest income could play a meaningful role in certain market environments. Investments are concentrated in U.S. financial institutions, primarily bank holding companies, financial holding companies, thrift holding companies and institutions, finance real estate investment trusts (“REITs”) and other financial-related companies. While the Investment Adviser focuses on U.S. financial institutions, the long-term consolidation in the financial industry could lead to a portfolio holding of the Funds being acquired by a non-U.S. financial institution. In such a case, and if a stock-for-stock exchange is offered, the Investment Adviser will evaluate the investment merits of maintaining a position in the acquiring foreign institution. The Investment Adviser primarily seeks long positions in the securities of companies with solid management teams and healthy long-term earnings growth potential. The Investment Adviser also seeks positions in the undervalued securities of turnaround situations, young and start-up companies, and companies having limited analyst coverage. In addition, the Investment Adviser pursues investment opportunities that allow the Funds to participate in the ongoing consolidation of the financial services industry. The Investment Adviser expects continued acquisition activity over the next several years as larger and/or stronger institutions expand their franchises. Factors contributing to the consolidation include the need for and cost of adopting new technology due to competitive factors, pressures to gain operating efficiencies and increased regulatory burdens. Macroeconomic conditions, market forces and individual corporate events may occasionally also present opportunities for shorting securities in the Funds’ portfolios. At any point in the business cycle, the portfolio weightings of long positions versus short positions may vary widely based on numerous factors. However, the Funds’ long positions typically exceed their short positions by a substantial margin. Investments by the Investment Adviser, on behalf of the Funds, are typically concentrated in the securities of companies with common equity market capitalizations of $200 million to $25 billion. However, the Investment Adviser, on behalf of the Funds, may invest a portion of the Funds’ assets in securities of companies with larger market capitalizations when relative valuations appear attractive. A particular investment focus of the Investment Adviser, on behalf of the Funds, is regional bank and thrift companies (defined as institutions typically with assets between $3 billion and $300 billion and market capitalizations of $200 million to $25 billion). In the Investment Adviser’s view, this segment of the financial services sector should provide attractive investment opportunities over the next several years for the following reasons: first, the Investment Adviser believes many regional financial institutions are trading at attractive valuations on a relative and absolute basis based on several measures compared to long-term history; second, while the volatile interest rate environment and an uncertain economic outlook have resulted in a period of relatively low earnings and tangible book value growth over the recent past, the Investment Adviser believes there is the potential

for a rebound in earnings growth and tangible book value growth once interest rates stabilize and economic conditions improve; third, many financial institutions have sound balance sheets with strong regulatory capital levels and allowances for credit losses, potentially allowing for rapid opportunistic expansion and/or improved capital returns; and fourth, as seen in previous cycles, the Investment Adviser expects healthy continued consolidation activity. The Investment Adviser focuses on five key fundamental areas when valuing the stocks of financial institutions. Typically, companies with a higher percentage of these key items will trade at higher valuations than those with fewer. In the Investment Adviser’s view, in-depth knowledge of companies, their management teams, and how the securities of these types of companies performed in previous cycles should benefit the investment decision process. The five key fundamental areas are listed below: 1. Earnings per share. The Investment Adviser believes that earnings per share are the most important driver of financial stock performance. The Investment Adviser examines the growth rate, consistency and predictability of earnings per share as well as the subsequent impact of earnings on the company’s tangible book value per share. To further differentiate between companies with similar earnings growth rates, the Investment Adviser identifies, analyzes, and ranks, in order of importance, the following factors: revenues, expense controls and capital management. The market typically assigns higher valuations to the stocks of companies with superior revenue growth rates. Furthermore, investors typically favor companies with a higher percentage of fee-based revenues, which are viewed as more predictable. 2. Asset quality and the control of risk. In the Investment Adviser’s opinion, asset quality and risk management are key to assessing an institution’s financial health and its earnings outlook. Asset quality control encompasses both origination and monitoring of loans and investment securities. Numerous other areas requiring sound risk management controls include: interest rates, liquidity and fraud. High performing institutions generally have well diversified loan portfolios with top-quartile loan quality ratios and high quality, liquid investment portfolios. 3. Balance sheet strength. Companies with the best long-term track records typically exhibit strong balance sheets, which provides stability in periods of economic weakness and allows for opportunistic expansion. 4. Management’s track record. This is typically a function of corporate culture, which is set by senior management’s example. In the Investment Adviser’s view, the corporate culture is a key determinant in the long-term success of a financial institution. 5. Franchise value. While this term is overused in the merger and acquisition arena, it remains an important component of the valuation process. A company’s franchise value includes its customer base, lines of business, and management’s ability to execute its business plan. This is a very important aspect of the consolidation process for financial institutions. In the Investment Adviser’s opinion, there are three primary characteristics of high performing financial companies. The first is corporate culture. Most successful companies have a strong commitment to shareholders and corporate excellence. Second,

high performing financial institutions typically have a stable core funding profile that fuels profitability. The third characteristic of high performing financial institutions is strong asset quality and risk management procedures. In most situations, the Investment Adviser places an emphasis on maintaining open dialogue with members of the senior management teams of the companies in which the Funds are invested. Many of these professional relationships have been developed by the Investment Adviser’s key officers over long periods of time. Consistent dialogue may aid the Investment Adviser’s understanding of the company’s strategy and benefit the investment decision-making process. The Investment Adviser looks to take advantage of short-term trading opportunities created by factors including market volatility, bulk sales by holders, and misperceptions or erroneous information related to companies in the financial sector. Furthermore, the Investment Adviser expects to participate in the ongoing consolidation of the financial services industry. While merger activity within the financial sector often attracts headlines, it is important to note that when making most investment decisions the Investment Adviser prefers to focus on company fundamentals. The Investment Adviser primarily concentrates on long investment positions. Macroeconomic conditions, market forces, and individual corporate events may also present opportunities for shorting securities in the Funds’ portfolios. At any point in the business cycle, the portfolio weightings of long positions versus short positions may vary widely based on numerous factors. However, the Funds’ long positions typically exceed their short positions by a substantial margin. When shorting an individual stock, the Investment Adviser typically looks for a catalyst that may negatively impact valuation. The catalyst may include fundamental factors, such as earnings and asset quality trends, or adverse market perceptions. The Investment Adviser analyzes bank and thrift institutions based on a sizable array of metrics. In addition to its financial analysis, the Investment Adviser maintains communication with management teams, which provide deeper insight into the company’s business focus and execution strategy. The Investment Adviser believes that its dual-pronged research methodology aids its understanding of trends within the regional bank and thrift industries and should play a key role in the Funds’ performances. The Investment Adviser applies a similar research methodology to the nonbank financial universe. The changing regulatory landscape, emerging technologies and evolving behavioral trends within the financial ecosystem can present attractive investment opportunities within non-bank financial companies. The Investment Adviser is focused on finding well-capitalized financial-related companies with management teams possessing specific expertise in areas with attractive investment and growth opportunities. Accurately identifying and evaluating the specific strategic differences and risks involved in financialrelated companies could be important to the Funds’ investment results. Investments may include long and short positions in equity and equity-related securities, fixed income securities, exchange traded funds and other financial instruments, including derivative instruments such as options (including bank index options) and, for hedging purposes, forward agreements. The Funds have the power to borrow and may do so when deemed appropriate by the Investment Adviser. Portfolio leverage may be used to enhance the Funds’ returns, make investments or meet withdrawal requests that would

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The Investment Adviser generally offers investment advice to Funds, as described above in Item 4.

The Investment Adviser and its affiliates accept performance-based fees from every client. As a result, the Investment Adviser and its affiliates do not face the conflicts of interest that may arise when an investment adviser accepts performance-based fees from some clients, but not from other clients. The performance-based fees may, however, create an incentive to make more speculative investments and make different decisions regarding the timing and manner of the realization of such investments, than would be made if such performance-based fees were not assessed.

Broker-Dealer Registration Status. The Investment Adviser and its management persons are not registered as broker-dealers and do not have any application pending to register with the SEC as a brokerdealer or registered representative of a broker-dealer. Futures Commission Merchant, Commodity Pool Operator or Commodity Trading Advisor Registration Status. The Investment Adviser and its management persons are not registered as, and do not have any application to register as, futures commission merchants, commodity pool operators, commodity trading advisors or associated persons of the foregoing entities. Material Relationships or Arrangements with Industry Participants. Not applicable. Material Conflicts of Interest Relating to Other Investment Advisers. Not applicable.

Code of Ethics. The Investment Adviser strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty and trust. In seeking to meet these standards, the Investment Adviser has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles, among other matters, that all employees are expected to uphold: employees must at all times place the interests of clients first; all personal securities transactions must be conducted in a manner consistent with the Code and any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility must be avoided; employees must not take any inappropriate advantage of their positions; information concerning the identity of securities and financial circumstances of the Funds, including the Funds’ investors, must be kept confidential; and independence in the investment decision-making process must be maintained at all times. Investors in the Funds may request a copy of the Code by contacting the Investment Adviser at the address or telephone number listed on the first page of this document. The Investment Adviser also maintains insider trading policies, procedures and protection of material, non-public information about securities/investment recommendations (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. The Investment Adviser’s Insider Trading Policies prohibit the Investment Adviser and its personnel from trading for the Funds or themselves, or recommend trading, in securities of a company while in possession of material, non-public information (“Inside Information”) about the company, and from disclosing such information to any person not entitled to receive it. By reason of its various activities, the Investment Adviser may have access to Inside Information or be restricted from effecting transactions in certain investments that might otherwise have been initiated. The Investment Adviser has designed and implemented policies and procedures reasonably designed to shield its investment professionals in most cases from access to Inside Information so that investment decisions may be made on the basis of public information only. Among other things, such policies seek to control and monitor the flow of Inside Information to and within the Investment Adviser, as well as prevent trading based on Inside Information. Accordingly, the Investment Adviser may not have access to Inside Information that other market participants or counterparties are eligible to receive. Notwithstanding such policies and procedures, there may be certain cases where the Investment Adviser either may receive Inside Information due to its various activities on behalf of itself or the Funds or may be restricted in acting for the Funds, resulting in limited liquidity or using such information for the benefit of certain clients in specific securities. The Investment Adviser seeks to minimize those cases whenever possible, consistent with applicable law and its Insider Trading Policies, but there can be no assurance that such efforts will be successful and that such restrictions will not occur. The Investment Adviser’s personnel are required to certify to their compliance with the Code, including the Insider Trading Policies, on a periodic basis.

Securities that the Investment Adviser or a Related Person Has a Material Financial Interest. Cross Trades If the Investment Adviser determines that it would be in the best interests of the applicable Funds to transfer a security from one Fund to another (each such transfer, a “Cross Trade”) for any reason, including, without limitation, tax purposes, liquidity purposes, to rebalance the Funds’ respective portfolios, or to reduce transaction costs that may arise in an open market transaction, the Investment Adviser will take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Funds. By its subscription to a Fund, each investor is deemed to have consented to such Cross Trades. If the Investment Adviser were to execute a Cross Trade, it would generally execute such Cross Trade with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a Cross Trade between two Funds may occur as an “internal cross”, where the Investment Adviser instructs the relevant custodian for the Funds to book the transaction at the price determined in accordance with the Investment Adviser’s valuation policy. If the Investment Adviser effects a Cross Trade, the Investment Adviser will not receive any fee in connection with the completion of the Cross Trade. In all cases, the Investment Adviser will only be acting in an agency basis and not as principal. Prior to effecting any Cross Trade, the Chief Compliance Officer, in consultation with outside counsel, will review and approve the proposed Cross Trade. Principal Transactions To the extent that Cross Trades may be viewed as principal transactions due to the ownership interest in a Fund by the Investment Adviser or its personnel, the Investment Adviser will comply with the requirements of Section 206(3) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”). It can be challenging to determine whether a transaction should be considered a principal transaction and how the disclosure and consent process should be addressed. Accordingly, the Investment Adviser’s senior trader must identify any potential principal transaction, including any Cross Trade between two Funds, prior to effecting the transaction and must contact the Chief Compliance Officer prior to effecting the trade. The Chief Compliance Officer, in consultation with outside counsel, will determine whether or not the trade would constitute a principal transaction that is subject to the requirements of Section 206(3), and if so, that all required notice and consent requirements of the Advisers Act are satisfied. The Chief Compliance Officer will then inform the senior trader whether or not to proceed with the trade. As a general matter, the Investment Adviser will not act as a principal in a trade with any Fund, but if it does, it will only do so in a matter consistent with its fiduciary obligations to the Fund and the requirements of the Code. Investing in Securities that the Investment Adviser or a Related Person Recommends to Clients. The Code also addresses personal trading by the employees of the Investment Adviser. In particular, the Code requires all of the Investment Adviser’s employees to: (1) submit to the Chief Compliance Officer, or a designee, initial reports, annual reports and

transaction reports disclosing all personal securities holdings and (2) obtain pre-approval before making any personal investments in any covered security. The Code also contains specific restrictions on short term trading in mutual funds. Employees of the Investment Adviser will be required to acknowledge that they have received the Code and each subsequent amendment, that they comprehend the Code, and that they have complied and will comply with the Code. Investment holdings or transactions in publicly-traded covered securities issued by business entities whose primary operations are in the bank, thrift or financial REIT industries are not permitted in the personal accounts of the Investment Adviser’s employees, except in cases in which these holdings were initiated through a previous private or subscription offering. Employees with prohibited security holdings in the financial sectors named above will have 60 calendar days after becoming employees to liquidate such holdings, subject to prior trading approval from the Chief Compliance Officer.

Factors Considered in Selecting or Recommending Broker-Dealers for Client Transactions. As noted previously, the Investment Adviser has full discretionary authority to manage the Funds, including authority to make decisions with respect to which securities are bought and sold, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. The Investment Adviser’s authority is limited by its own internal policies and procedures and each Fund’s investment guidelines. Portfolio transactions for each Fund will be allocated to brokers and dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to the Investment Adviser and/or certain Funds, but not beneficial to all Funds. Subject to best execution, in selecting brokers and dealers (including prime brokers) to execute transactions, provide financing and securities on loan, hold cash and short balances and provide other services, the Investment Adviser may consider, among other things, the following: quality of execution - accurate and timely execution, clearance and error/dispute resolution; reputation, financial strength and stability; block trading and block positioning capabilities; willingness to execute difficult transactions; willingness and ability to commit capital; quality of facilities; access to underwritten offerings and secondary markets; ongoing reliability; overall costs of a trade (i.e., net price paid or received) including commissions, mark-ups, mark-downs or spreads in the context of the Investment Adviser’s knowledge of negotiated commission rates currently available and other current transaction costs; nature of the security and the available market makers; desired timing of the transaction and size of trade; confidentiality of trading activity; market intelligence regarding trading activity; and the receipt of brokerage or research services. In connection with fixed income trades, the Investment Adviser will select broker-dealers for principal fixed income trades, using the factors listed above, excluding agency commissions. Spreads, mark-ups and mark-downs will be evaluated at the time of trade in the context of the overall price of the particular transaction. Accordingly, the commission rates and other transaction costs, (which may include dealer markups and markdowns) charged to the Funds by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. The Investment Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commissions or other transaction costs. Generally, neither the Investment Adviser nor the Funds separately compensate any broker or dealer for any of these other services. If the Investment Adviser decides, based on the factors set forth above, to execute OTC transactions on an agency basis through Electronic Communications Networks (“ECNs”), it will also consider the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs, and the level of care and attention that will be given to smaller orders.

The Investment Adviser maintains policies and procedures to review the quality of executions, including periodic reviews and meetings by its investment professionals. Research and Other Soft Dollar Benefits. place.

The Investment Adviser currently has no written soft dollar arrangements in

From time to time, the Investment Adviser may pay a broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) for effecting Fund transactions in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. The Investment Adviser will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. The Investment Adviser believes it is important to its investment decisionmaking processes to have access to independent research. Also, consistent with Section 28(e), research products or services obtained with “soft dollars” generated by one or more Funds may be used by the Investment Adviser to service one or more other Funds, including clients that may not have paid for the soft dollar benefits. The Investment Adviser does not seek to allocate soft dollar benefits to client accounts in proportion to the soft dollar credits the client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to the Investment Adviser (i.e., a “mixed use” item), the Investment Adviser will make a reasonable allocation of the cost which may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of the Investment Adviser’s allocation of the costs of such benefits and services between those that primarily benefit the Investment Adviser and those that primarily benefit the Funds. When the Investment Adviser uses Fund brokerage commissions (or markups or markdowns) to obtain research or other products or services, the Investment Adviser receives a benefit because it does not have to produce or pay for such products or services. The Investment Adviser may have an incentive to select or recommend a broker-dealer based on the Investment Adviser’s interest in receiving research or other products or services, rather than on a Fund’s interest in receiving most favorable execution. Within the last fiscal year, the Investment Adviser or its related persons received the following types of products and services from broker dealers where the client pays brokerage commissions (or markups or markdowns): research services provided by broker-dealers including research reports on particular industries and companies, economic surveys and analyses, recommendations as to specific securities, quantitative analytics relevant to stock selection and risk control, and other products and services providing lawful and appropriate assistance to the Investment Adviser in the performance of its investment decision-making responsibilities. Such research services were received primarily in the form of written reports, telephone contacts and personal meetings with security analysts. In addition, such research services are generally provided in the form of access to various computer-generated data, broker-sponsored events, as well as meetings arranged with corporate and industry spokespersons, economists, academicians and government

representatives. In some cases, research services were generated by third parties but were provided to the Investment Adviser by or through broker-dealers. At least annually, the Investment Adviser considers the amount and nature of research and research services provided by broker-dealers, as well as the extent to which such services are relied upon, and attempts to allocate a portion of the brokerage business of its clients on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation, but can (and often does) exceed the suggested level, because total brokerage is allocated on the basis of all of the considerations described above. In no case will the Investment Adviser make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, neither will it commit to pay cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. Brokerage for Client Referrals. From time to time, brokers (including Goldman, Sachs & Co., the Funds’ prime broker (“Prime Broker”)) may assist the Funds in raising additional funds from investors, and representatives of the Investment Adviser may speak at conferences and programs sponsored by prime brokers for investors interested in investing in hedge funds. Through such “capital introduction” events, prospective investors in the Funds would have the opportunity to meet with the Investment Adviser. Neither the Investment Adviser, an affiliate, nor the Funds will compensate any broker for organizing such events or for any investments ultimately made by prospective investors attending such events. While such services provided by a broker may influence the Investment Adviser in deciding whether to use such broker in connection with brokerage, financing and other activities of the Funds, the Investment Adviser will not commit to allocate a particular amount of brokerage to a broker in any such situation. Directed Brokerage. The Investment Adviser does not recommend, request or require that a client direct the Investment Adviser to execute transactions through a specified broker-dealer. Allocations of Transactions and Aggregations of Trade. The Investment Adviser may at times determine that certain investments may be suitable for acquisition for more than one Fund. Investment capacity available to one or more Funds may be limited. Consequently, the Investment Adviser is permitted by the terms of a Fund’s offering documents, to allocate such limited availability among one or more Funds, even though the Investment Adviser may have a conflict of interest in doing so, such as receiving a higher fee with respect to one Fund over another, thereby incentivizing the Investment Adviser to allocate more profitable investments to the higher fee paying Fund. In making its allocation decision, the Investment Adviser will consider numerous factors, including, without limitation, the risk exposure and portfolio mix of a particular Fund, the size of the Fund’s portfolio and the cash available to the Fund at the time of the investment.

In managing the Funds, the Investment Adviser will generally aggregate trades in order to obtain best execution for all its Funds. Aggregation of trades generally arises when the Investment Adviser has determined to purchase or sell a particular security based on each Fund’s investment objective and other factors. The Investment Adviser may aggregate orders when doing so will result in better overall prices for all Funds whose orders are being aggregated. The Investment Adviser will generally execute Fund transactions on an aggregated basis when the Investment Adviser believes that to do so will allow it to obtain best execution for the Funds and to negotiate more favorable commission rates or other transaction costs that might have otherwise been paid had such orders been placed independently. When aggregating orders all Funds will be treated in a fair and equitable manner. The following procedures will apply to all aggregated transactions: •

Obtain Best Execution. The Investment Adviser will not aggregate orders unless aggregation is consistent with its duty to obtain best execution for the Funds and the terms of the investment guidelines and restrictions of each Fund for which trades are being aggregated.

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Fair Treatment. No Fund will be favored over any other Fund; each Fund that participates in an aggregated order will participate at the average price for all of the transactions in that security on a given business day for all Funds, with transaction costs shared pro rata based on each Fund’s participation in the transaction.

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Submission of Input to Prime Broker. In connection with an aggregated order, the Investment Adviser will provide input to the Prime Broker regarding the allocation to be made between the Funds.

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Partial Fills. On occasion, the Investment Adviser will not be able to purchase or sell all of the securities ordered as part of an aggregated order in a single day. If the order is partially filled, it will generally be allocated pro rata in proportion to the size of the orders placed for each Fund to the extent practicable based on the Investment Adviser’s allocation guidelines.

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Deviations from Allocation Policy. Notwithstanding the foregoing, an aggregated order may be allocated on a basis different from the Investment Adviser’s allocation guidelines if all Funds receive fair and equitable treatment and only with the prior approval of the Chief Compliance Officer. Reasons for allocating on a basis different from that specified in the Investment Adviser’s allocation guidelines include: a Fund’s investment guidelines and restrictions, available cash, liquidity requirements, tax or legal reasons, and to avoid odd-lots or in cases when a pro rata allocation would result in a de minimis allocation to one or more Funds.

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Records Maintenance. The Investment Adviser’s books and records will separately reflect, for each Fund, all aggregated orders in which the Fund participated and all securities held by, and bought and sold for, that Fund.

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Safeguarding Portfolio Assets. Each Fund’s assets will be deposited with one or more qualified custodians, as required by the rules promulgated under the Advisers Act, and the Fund’s assets will not be comingled with other assets any longer than is necessary to settle the purchase or sale in question; Cash or securities held collectively for Funds will be delivered to the applicable qualified custodian as soon as practicable following settlement.

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No Additional Compensation. The Investment Adviser will receive no additional compensation of any kind as a result of an aggregated order.

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Economic Benefits for Providing Services to Clients. The Investment Adviser does not receive economic benefits from non-clients for providing investment advice and other advisory services. Compensation to Non-Supervised Persons for Client Referrals. Neither the Investment Adviser nor any related person directly or indirectly compensates any person who is not a supervised person, including placement agents, for client referrals.

There are no legal or disciplinary events that are material to a client’s or prospective client’s evaluation of the Investment Adviser’s advisory business or the integrity of the Investment Adviser’s management.

Frequency and Nature of Review of Client Accounts or Financial Plans. The Investment Adviser performs various daily, weekly, monthly, quarterly and periodic reviews of the Funds’ portfolios. Such reviews are conducted by the chief executive officer (“CEO”), the portfolio manager (“Portfolio Manager”) and the senior trader. Factors Prompting Review of Fund’s Accounts Other than a Periodic Review. A review of a Fund’s account may be triggered by any unusual activity or special circumstances such as poor performance on a relative or absolute basis, change in the CEO or Portfolio Manager, change in transparency and reporting, change in leverage, style drift or change in strategy, “bad press”, material change in service providers and material change to the governing and/or offering documents. The timing of the review could be daily or weekly (e.g., in the case of a Fund’s poor performance, change in leverage or style drift) or monthly or quarterly (e.g., in the case of changes to service providers or offering documents of a Fund). The Investment Adviser will also monitor each Fund to ensure such Fund complies with its investment objective and guidelines. Content and Frequency of Account Reports to Clients. Investors in the Funds receive, either electronically via e-mail or through a secure internet delivery site, a monthly statement from the administrator and a quarterly letter from the Investment Adviser documenting the performance of their Fund, although, if permitted by law, the Investment Adviser may provide certain investors with information on a more frequent basis if agreed to by the Investment Adviser. In addition, the Investment Adviser issues investors tax reports and audited financial statements concerning their respective Funds within 120 days of the end of each Fund’s fiscal year.

Each Fund’s assets are maintained at a qualified custodian, as defined in the Advisers Act. The administrator or, as applicable, the custodian of each Fund reconciles such Fund’s ending monthly account balances with the monthly statements of cash balances of the qualified custodian with respect to such Fund and with the monthly statements received from the underlying prime broker and custodian of the Funds. The administrator or the Investment Adviser uses such information to create statements to be sent to the Funds or investors, as applicable (collectively, “Client Statements”). The administrator for the Funds provides the Client Statements to the Investment Adviser for review, and sends the Client Statements to investors. Funds and investors are urged to carefully review Client Statements that are received from the administrator and to compare such Client Statements with any statements or representations of performance results that are received directly from the Investment Adviser or its affiliates. Annual audited financial statements, prepared in accordance with the U.S. generally accepted accounting principles, are sent to investors in each Fund within 120 days after such Fund’s calendar year end.

The Investment Adviser serves as the adviser with discretionary trading authority to each Fund. The Investment Adviser’s investment decisions and advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as set forth in its offering documents. The Investment Adviser or an affiliate of the Investment Adviser entered into an investment management agreement, or similar agreement, with each Fund, pursuant to which the Investment Adviser or an affiliate of the Investment Adviser was granted discretionary trading authority.

Policies and Procedures Relating to Voting Client Securities. As a fiduciary, an investment adviser with proxy voting authority has a duty to monitor corporate events and to vote proxies, as well as a duty to cast votes in the best interest of the Funds and not subrogate the Funds’ interests to its own interests. Rule 206(4)6 under the Advisers Act (the “Proxy Voting Rule”) places specific requirements on registered investment advisers with proxy voting authority. Because the Investment Adviser has discretionary authority over the securities held by the Funds, the Investment Adviser is viewed as having proxy voting authority. Accordingly, the Investment Adviser is subject to the Proxy Voting Rule. To meet obligations under this rule, the Investment Adviser has adopted written Proxy Voting Policies and Procedures, which are as follows: The Investment Adviser has retained the services of Institutional Shareholder Services, Inc. (“ISS”) to vote proxies for securities in the Funds. The CEO, any of the Portfolio Managers or the Chief Compliance Officer may override any vote intended to be cast by ISS for such securities when it deems such an act to be in the best interest of a Fund. A Portfolio Manager will review the proxy votes cast by ISS with respect to the Funds quarterly. These policies and procedures are reasonably designed to ensure that the Investment Adviser votes proxies in the best interest of the Funds and addresses how the Investment Adviser will resolve any conflict of interest that may arise when voting proxies. The Chief Compliance Officer is responsible for ensuring that the Investment Adviser provides investors with (i) a description of Investment Adviser’s proxy voting policies and procedures and how investors may, upon request, obtain a copy of the Investment Adviser’s proxy voting policies and procedures; and (ii) instructions about how investors may obtain information from the Investment Adviser on how the Investment Adviser voted with respect to their Fund’s securities. The Chief Compliance Officer is responsible for responding to requests from investors regarding how the Investment Adviser voted proxies. Clients and investors in the Funds may request a copy of the policies, as well as the proxy voting record for their respective Fund by contacting the Investment Adviser at the address or telephone number listed on the first page of this document. Further, clients and investors in the Funds can find more information about the Investment Adviser’s proxy votes on Form N-PX as filed with the Investment Adviser.

The Investment Adviser 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 commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years.