Verdad Advisers, LP

A. Background Verdad is a Delaware limited partnership that that was formed in March 2014 for the purpose of providing investment advisory services to pooled investment vehicles and separately managed accounts. Verdad is headquartered in Boston, Massachusetts. The primary sole beneficial owner of Verdad is Mr. Daniel Rasmussen. B. Description of Advisory Firm Verdad currently provides investment advisory services to private funds (referred herein as the “Funds” or “Clients”) on a fully discretionary basis and may sponsor and /or advise additional private funds or separately managed accounts (the “Managed Account Clients”). Verdad invests primarily in leveraged small value stocks – small companies with a high ratio of net debt to enterprise value and a low ratio of enterprise value to cash flow. Verdad believes that investing in companies that will generate equity returns through the pay down of debt may generate superior returns for investors. Verdad primarily invests in securities, consisting principally, but not solely, of equity and equityrelated securities of issuers that are traded publicly in U.S. and non-U.S. markets. The Adviser may also seek to invest in preferred stocks, convertible securities, options (including covered and uncovered puts and calls and over-the-counter options), derivative instruments, bonds and other fixed income securities, non-U.S. currencies, commodity interests, private securities, money market instruments and cash and cash equivalents. See Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss of this Brochure for more information on Verdad’s investment strategies philosophy, context and process, including portfolio construction. C. Types of Advisory Services Offered Verdad’s advisory services to the Funds primarily consists of managing a Fund’s portfolio, pursuant to an investment management agreement or other similar agreement (the “Management Agreement”), to each respective Fund in accordance with each Fund’s respective private placement memorandum, offering memorandum, offering circular, limited partnership agreement, indenture or other similar disclosure and governing documents (collectively, the “Offering Documents”). Managed Account Clients may place investment restrictions on the Adviser and tailor the advisory services to their individual needs. The Managed Account Clients may also have certain portfolio

liquidity, concentration and exposure limits, in addition to being prohibited from trading specified instruments.

D. Services Tailored to Individual Needs of Clients Verdad tailors its advisory services to the specific investment objectives and strategy of the Clients it advises, in accordance with the investment objectives, policies, and guidelines set forth in the Funds’ Offering Documents. E. Wrap Fee Programs Verdad does not participate in wrap fee programs. F. Client Assets Under Management As of December 31, 2025, Verdad manages 1,180,312,357 of regulatory assets under management on a discretionary basis.

A. Funds. Verdad does not have a general fee schedule. The fees and expenses associated with Clients investments may vary and are described in detail in the Fund’s Offering Documents. Verdad may, in its sole discretion, manage other funds or Managed Account Clients with higher or lower fees, different fee structures and different expense payment arrangements than the Funds. Verdad generally charges each fund an investment management fee based on the balance of each limited partner’s capital account (the “Management Fee”). Management Fees are generally charged each month in advance based on the opening net asset value of each capital account on the first day of that month. In addition to the Management Fees, Verdad is generally entitled to a performance-based profit allocation (“Special Profit Allocation”) with respect to certain class shareholders. For investors, these fees are generally not negotiable, though Verdad retains the right to waive, reduce, rebate and/or calculate differently the Management Fee attributable to investments made by affiliates, employees and/or certain other limited partners in the Fund. Client accounts will also be subject to investment, operational and regulatory expenses related to its investment program, including expenses related to proxies, underwriting and private placements, research expenses, surveys, subscriptions, studies, brokerage commissions, interest on debit balances or borrowings, custody fees and any withholding or transfer taxes imposed on such Client. See Item 12 herein for a discussion of our brokerage practices. Client accounts also

bears all out-of-pocket costs of its administration of the Fund, including accounting, audit and legal expenses, costs of any litigation or investigation involving the activities of the Fund, and costs associated with regulatory compliance, the organization of the Fund, and reporting and providing information to existing and prospective investors, as applicable. The Funds have entered into an agreement with a third-party administrator, to perform certain administrative and bookkeeping services which is paid as an annual fee for its administrative services, plus additional fees for any preparation of the Funds’ tax returns. These fees may change. Further information will be provided upon request. In general, Verdad pays its ordinary administrative and overhead expenses, incurred in connection with managing, originating and monitoring investments, such as employee salaries, rent and utilities. B. Separate Managed Accounts The fees and expenses associated with the Managed Account Clients will be negotiated and are described in detail in each Managed Account Client’s investment advisory agreement. The Management Fee may be charged quarterly or monthly and may be paid in advance or arrears depending on the specific arrangement between the Adviser and the Managed Account Client. Managed Account Clients will incur brokerage and other transaction costs. Item 12 of this brochure discusses how the Adviser selects brokers and determines the reasonableness of their compensation. Furthermore, the Adviser will refund any pre-paid Management Fees if the advisory contract with such Managed Account Client is terminated before the end of the billing period. Management Fee refunds are calculated on a pro-rata basis for partial periods. Other than as described above, neither the Adviser nor any of its supervised persons receives any compensation from the sale of securities or other investment products.

The following is a summary of the investment strategies and methods of analysis employed by Verdad on behalf of Clients. This summary should not be interpreted to limit in any way Verdad’s investment activities. Verdad may offer any advisory services, provide advice with respect to any investment strategies and make any investments, including those that may not be described in this Brochure, that Verdad considers appropriate, subject to each Client’s investment objectives and guidelines. Specific descriptions of such strategies and methods are included in each Client’s Offering Documents. In the case of sub-advised or separate accounts managed by Verdad, the investment strategies and methods of analysis employed on behalf of each managed account will be set forth in the Management Agreement between the managed account and Verdad or in other related documents. There can be no assurance that the investment objectives of any Client will be achieved. The investments are highly speculative and are not intended as a complete investment program. It is designed only for sophisticated persons who are able to risk losing their investment in Verdad and who have limited need for liquidity. The risks described below are not exhaustive. Potential investors should review other related documents carefully and, in its entirety, and consult with their professional advisors before deciding whether to invest with Verdad. Dependence on Management. The Adviser’s success depends on the skill and acumen of its principals, who serve as the Adviser’s portfolio managers. Its principals may devote only part of their time to the Adviser’s activities and devote a significant amount of time to other activities, including managing the Funds and investing in transactions without presenting such opportunities to the Clients or the investors, even if such opportunities may be appropriate. There is no requirement that the principals will allocate a specific amount of time to the Clients. If the

principals should cease to participate in the Adviser’s activities, its ability to select attractive investments and manage its portfolio could be impaired severely. The Adviser cannot assure investors that: (a) it will realize its investment objectives; (b) its investment strategy will prove successful; or (c) investors will not lose all or a portion of their investment in Verdad. The Adviser has exclusive and absolute discretion and authority to manage and control the investments and affairs, subject only to specific and express limitations in the respective agreements. The investors have no opportunity to select or evaluate any investments or strategies. The Adviser has the unrestricted right to select the securities in which it invests and the amount of funds to be used for each purpose. The Adviser may exercise this discretion and authority conditionally or unconditionally, arbitrarily, or inconsistently in varying or similar circumstances, without accountability to the investors. For example, the Adviser or the administrator may provide certain investors more frequent or more detailed reports of the portfolio holdings or performance, special fee and allocation arrangements and special withdrawal rights that it does not provide to other investors. Investment Risks. The Adviser invests substantially all of the available capital (other than capital that the Adviser retains in cash or cash equivalents) in securities. The Adviser may also trade in options (including covered and uncovered puts and calls and over-the-counter options), derivative instruments, non-U.S. currencies, commodity interests, private securities and money market instruments. The Adviser may also invest in credit default swaps and other derivative instruments, including equity derivatives, exchange traded funds, including corporate bond exchange traded funds, US government securities (Treasury bond, bills and notes), Treasury futures, Eurodollar futures, money market instruments and cash and cash equivalents. Markets for such instruments fluctuate and the market value of any particular investment may vary substantially. The investment portfolios may not generate any income or appreciate in value. The Adviser can never learn all relevant information regarding a company or a security. Further, the Adviser may misinterpret or incorrectly analyze the information that it has about a particular company or security. These and other factors may cause the Adviser to (a) invest in securities at times that will lead to losses in the Adviser’s portfolio and may cause an investor to lose a significant portion of its investment or (b) refrain from investing in particular securities at times that would have resulted in gains in the portfolio if the Adviser would have invested. General Risks of Fixed-Income Related Investments. Certain Funds invest in fixedincome securities. Most of these investments are subject to risks such as interest rate risk, inflation/deflation risk, limited liquidity and the other risks described below. (a) Interest Rate Risk. Fixed-income investments decline in value because of changes in market interest rates. When interest rates decline, the value of a portfolio invested in fixedincome securities can be expected to rise. Conversely, when interest rates rise, the value of a portfolio invested in fixed-income Securities can be expected to decline. During periods of rising interest rates, the average life of certain types of securities in which the Fund may invest may be extended because borrowers choose not to repay principal on the loans to take advantage of a below market interest rate. This increases the security’s duration (the estimated period until the security is paid in full) and reduces the value of the security. This is

known as extension risk. During periods of declining interest rates, an issuer of fixedincome securities may exercise its option to prepay principal earlier than scheduled, forcing the Fund to reinvest in lower yielding securities. This is known as call or prepayment risk. Lowergrade securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. An issuer may redeem a lower-grade obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the issuer’s credit standing. (b) Interest Rate Hedging. The Adviser may seek to hedge its interest rate risk. The successful use of swaps, caps and floors to preserve the rate of return on a portfolio of financial instruments depends on the Adviser’s ability to predict correctly the direction and extent of movements in interest rates. If the Adviser’s judgment about the direction or extent of the movement in interest rates is incorrect, the Fund’s overall performance will be worse than if it had not entered into any such transactions. For example, if the Fund enters into an interest rate swap or an interest rate floor to hedge against its expectation that interest rates will decline but instead interest rates rise, the Fund will lose part or all of the benefit of the increased payments it would receive as a result of the rising interest rates because of the amounts it will be required to pay its counterparty under the swap agreement or because of the purchase price it will have paid for the interest rate floor. (c) Inflation/Deflation Risk. Inflation risk is the risk that the value of assets or income from the Fund’s investments will be worth less in the future as inflation decreases the present value of payments at future dates. Deflation risk is the risk that prices throughout the economy decline over time — the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio. (d) Credit Rating Risk. A credit rating agency is a private company that assigns credit ratings to certain types of fixed-income obligations. Such ratings measure credit worthiness and affect the value of those securities and loans. Credit rating agencies include Moody’s Investors Services, Fitch Ratings and Standard & Poor’s. Ratings assigned to fixed-income securities by credit rating agencies are intended to indicate different levels of risk that a fixed-income security will pay its principal and interest to investors on a timely basis. Ratings are based on various factors, such as the fixed-income security’s seniority in the capital structure of a particular issuer, credit characteristics, collateral composition, if any, degree of diversification, weighted average life of the collateral, if any, and the legal structure of the issuer. Such ratings are subject to limitations. An issuer’s rating is heavily weighted by historical data and does not necessarily reflect future conditions. A Fund may invest primarily in below investment grade securities which have higher risk of default than securities rated investment grade. For securities with these ratings, sustained periods of deteriorating economic conditions or rising interest rates are more likely to lead to a weakening in the issuer’s capacity to pay interest and repay principal than in the case of higherrated securities.

(e) High Yield and Stressed/Distressed Securities. A Fund may invest in securities that are rated below investment grade, or that are unrated but determined by the Adviser to be below investment grade quality. Securities rated below investment grade quality are commonly known as “high yield/high risk” or “junk bonds.” Junk bonds, while generally offering higher yields than investment grade securities with similar maturities and features, involve greater risks, including the possibility of default or bankruptcy. They are regarded as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. The prices of high-yield securities are less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse business, financial or economic conditions which could lead to the issuer’s inability to make timely interest and principal repayments on its debt securities. For example, a projection of an economic downturn could cause a decline in highyield security prices because a recession could lessen the ability of a highly leveraged company to make principal and interest payments on its debt Securities. If the issuer of high-yield securities that a Fund holds defaults, the Fund may incur additional expenses to seek recovery, reducing the value of the its investment. In the case of high-yield securities structured as zero coupon or payment-in-kind securities, the market prices of such securities are affected to a greater extent by interest rate changes, and therefore tend to be more volatile than securities which pay interest periodically and in cash. The secondary markets on which high-yield securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect and cause large fluctuations in the value of a Fund’s investments. For example, such reduced liquidity could adversely affect the price at which a Fund could sell a particular lowerrated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer. Adverse publicity and investor perceptions may decrease the values and liquidity of high-yield securities, especially in a thinly traded market. In addition, a Fund may invest in debt instruments of issuers that do not have publicly traded equity securities, making it more difficult to hedge the risks associated with such investments. The terms and conditions associated with debt instruments, particularly high yield and distressed securities, are often complex and require a sophisticated level of evaluation of financial, operational and legal matters. There is no assurance that the Adviser will correctly evaluate the value of a company’s assets, the terms of its debt instruments or the prospects for a successful reorganization or similar action. Investments in these securities require active monitoring and may, at times, require participation in business strategy or reorganization proceedings by the Adviser. The involvement by the Adviser in an issuer’s reorganization proceedings could result in the imposition of restrictions limiting a Fund’s ability to liquidate its respective position in the issuer. Credit Default Swaps. A Fund may purchase and sell credit derivatives contracts - primarily credit default swaps - both for hedging and other purposes. The typical credit default swap contract requires the seller to pay to the buyer, if a particular reference entity experiences specified “credit events,” the difference between the notional amount of the contract and the value of a portfolio of securities issued by the reference entity that the buyer delivers to the seller. In return, the buyer

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Verdad provides investment advisory services to Clients which are structured as private funds and Managed Account Clients of unaffiliated pooled investment vehicles. Verdad may in the future provide investment advice and other services to other clients or types of clients. The minimum investment requirement for the Funds is $500,000, though the Adviser or its affiliates may accept investments of lesser amounts in its sole discretion. Verdad does not have a minimum account size for Managed Account Clients. The Managed Account Clients are required to enter into the respective advisory agreement that, among other things, sets forth the nature and scope of the investment advisory authority of Verdad and the investment objectives, guidelines and restrictions applicable to the management of any Managed Account Clients.

As stated in Item 5 above, the Adviser or its affiliates receive performance-based fees or allocations from certain Clients. These payments are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule 205-3, which requires that performancebased fees only be charged to “qualified clients” (as such term is defined in Rule 205-3). Performance-based fees, in general, may create an incentive for an adviser or its supervised persons to make investments that are riskier and more speculative than would be the case in the absence of a performance-based fee. Such fee arrangements may also create an incentive to favor higher feepaying clients over other clients in the allocation of investment opportunities. To address these conflicts of interest with respect to any future clients, the Adviser will implement policies and procedures to ensure that all clients receive equitable and fair treatment over time with respect to the allocation of investment opportunities.

A. Broker-Dealers

Neither Verdad nor any of its management persons or affiliates are registered, or have an application pending to register, as a broker-dealer or a registered representative of a brokerdealer. B. Futures and Commodity Trading Neither Verdad nor any of its management persons or affiliates are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. C. Material Relationships Verdad does not have any other relationships or arrangements with any related persons that is material to its advisory business or to its Clients. D. Other Investment Adviser Selection or Recommendation The Adviser does not recommend or select other investment advisers for its Clients.

Personal Trading A. Code of Ethics Verdad has adopted a written Code of Ethics (the “Code”) predicated on the principle that the Adviser owes a fiduciary duty to its Clients. The Code is designed to address and avoid potential conflicts of interest, and is applicable to all officers, directors, members, investors or employees of Verdad (the “Employees”), each Employee’s spouse, minor children and other family members living in his or her household (the “Related Persons”), as well as each other individual designated

in writing by a compliance officer as being subject to all or a portion of the compliance procedures or policies adopted by the Adviser (collectively the “Covered Persons”). The Code also covers policies and procedures to protect the confidentiality of Client information. A copy of Verdad’s Code is available upon written request to: Name: Daniel Rasmussen Phone Number: (202) 251-6707 Email: dan@verdadcap.com B. Participation or Interest in Client Transactions Verdad and its employees may hold economic interests in its Funds and thus would have pecuniary interests in such investments made by the Funds, with such interests being on parity with the Funds. As noted in Item 5.A. above, investors affiliated with Verdad, including its employees, may bear no management fees. C. Personal Trading Verdad’s Code of Ethics permits employees to invest for their personal accounts, subject to certain guidelines and restrictions. All personal securities transactions by employees must be conducted in accordance with the requirements of Verdad’s Code of Ethics. Among other things, Verdad’s policies require that certain personal securities transactions by employees be approved in advance by Verdad’s compliance department. Employees must report certain personal securities holdings upon employment and periodically thereafter and arrange for certain duplicate confirmations and account statements to be sent to Verdad’s compliance department. The Adviser requires pre-clearance before purchasing an IPO or limited offering (i.e., private placement); requires periodic reporting of Covered Persons’ personal securities transactions and all holdings; places other restrictions on Employee personal trading; and requires prompt internal reporting of Code violations. Verdad endeavors to maintain current and accurate records of all personal securities accounts of its Covered Persons in an effort to monitor all such activity. Certain transactions in which Verdad engages may require, for either business or legal reasons that no Covered Person trade in the subject securities for specified time periods. Such securities will appear on a list (the “Restricted List”) that will be circulated to all Covered Persons. No Covered Person may engage in any sort of trading activity with respect to a security or a derivative thereof on the Restricted List without obtaining prior written approval from the Chief Compliance Officer. D. Personal Trading Contemporaneous with Client Transactions Conflicts of interest may arise when Verdad or its employees (or a related person) buy or sell securities for Client accounts at or about the same time as it buys or sells the same securities for its own account. In these situations, Verdad addresses actual or potential conflicts of interest in the manner outlined in Items 11.B. and 11.C. above.

A. Selection of Broker Dealers Verdad has complete discretion to determine, subject to each Fund’s disclosed investment objectives, policies and strategies, the securities to be purchased or sold and in what amounts, the broker-dealers and other financial intermediaries use in effecting the transactions for the Fund, and the commission rates to be paid for such transactions. B. Research and Soft Dollars Benefits Verdad or its affiliates may receive from a Fund’s broker-dealers products and services in addition to brokerage services. A portion of the commissions generated on the Fund’s brokerage transactions may generate “soft dollar” credits that Verdad is authorized to use to pay for research and other non-research related services and products used by Verdad or its affiliates. Verdad may enter into “soft dollar” arrangements with one or more broker-dealers whereby Verdad will direct securities transactions to the broker-dealer in return for research products and services from the broker-dealer. Verdad will use the research and services in making investment decisions for the applicable Funds. Verdad may also enter into “soft dollar” arrangements to cover the Funds’ expenses or costs and expenses of Verdad to the extent such arrangements are permitted by law. Verdad has authority to use “soft dollar” credits generated by the Funds’ securities transactions to pay for expenses that might otherwise have been borne by Verdad. This may give Verdad an incentive to select brokers or dealers for Fund transactions, or to negotiate commission rates or other execution terms, in a manner that takes into account the soft dollar benefits received by Verdad rather than giving exclusive consideration to the interests of the Funds. In the event that Verdad elects to use soft dollars, it intends to limit such use to services that fall within the safe harbor afforded by Section 28(e) of the Securities Exchange Act of 1934 or such services that are otherwise reasonably related to the investment decision-making process. The term “soft dollars” refers to the receipt by an investment adviser of products and services provided by brokers, without any cash payment by the investment adviser, based on the volume of revenues generated from brokerage commissions for transactions executed for clients of the investment adviser. The products and services available from brokers include both internally generated items (such as research reports prepared by employees of the broker) as well as items acquired by the broker from third parties (such as quotation equipment). The use of brokerage commissions to obtain investment research services and to pay for the administrative costs and expenses of Verdad creates a conflict of interest between Verdad and the Fund, because the Fund pays for such products and services that are not exclusively for the benefit of the Fund and that may be primarily or exclusively for the benefit of Verdad. To the extent that Verdad is able to acquire these products and services without expending its own resources (including management fees paid by the Fund), Verdad’s use of “soft-dollars” would tend to increase Verdad’s profitability. In addition, the availability of these nonmonetary benefits may influence Verdad to select one broker rather than another to perform services for the Fund. The Fund’s Offering Documents specifically authorize these practices to the fullest extent permitted by law.

C. Brokerage for Client Referrals Verdad does not consider whether it or a related person receives client referrals from a brokerdealer or a third party when selecting or recommending broker-dealers. D. Directed Brokerage Verdad determines the brokers to be used to execute securities transactions on behalf of the Funds and does not solicit or accept directed brokerage instructions from any discretionary Client. For non-discretionary Clients, although the Funds managed by Verdad do not typically require the services of a broker-dealer, if one were required Verdad may use a broker-dealer specified by such Client. E. Aggregation of Orders of Securities for Client Accounts. Although the investments of the Funds do not generally require the services of a brokerdealer, Verdad may seek to aggregate orders of securities for the accounts of the Funds where practicable.

Currently, neither Verdad nor its related persons directly or indirectly compensate any person who is not advisory personnel for Client referrals. If in the future Verdad enters into such arrangements, this Brochure will be appropriately amended.

Neither Verdad nor its management persons have been a party to any legal or disciplinary events that would be material to a client’s or prospective client’s evaluation of Verdad’s investment advisory business or the integrity of Verdad’s management.

A. Funds. Each portfolio investment of the Funds is reviewed by Verdad’s investment professionals on a regular basis when deemed appropriate based on the financial performance and communications and other developments related to the investment, but in no event less than on a quarterly basis. These investment professionals monitor operations, overall performance, financial performance and strategic direction of each portfolio investment owned by the Funds. Verdad’s investment professionals perform periodic comprehensive reviews. In addition, the investment professionals of Verdad meet on a regular basis to review, among other, things, (i) market events and their effect on investments; (ii) and investment ideas, economic developments and current events, and investment strategies. In addition, the Funds typically retain third party service providers to assist with fund administration, certain back-office functions, valuations, tax reporting and other similar functions. The offering materials and governing agreements for each Fund contain additional specific descriptions of the oversight and monitoring of the portfolio investments of such Fund. B. Separate Managed Accounts Verdad reviews all separate Managed Accounts on a regular basis. Such reviews may involve performance and risk analysis and may result in portfolio rebalancing to meet the Clients’ investment objectives. Verdad’s Separate Managed Accounts have online custodian access to all account details, transactions and other portfolio data on a daily basis. C. Factors that Trigger a Review of a Client Account

Verdad’s investment professionals review the portfolio investments of the Clients on a periodic basis as described above. The Client accounts may be reviewed more frequently if triggered by changes in the market or significant changes in the portfolio assets. C. Reports to Clients Regarding their Accounts Verdad delivers, via its third-party administrator, written financial reports to the investors in the Funds on a quarterly basis. These reports include information relevant to the Fund’s investments (and each investor’s investment in such Fund). In addition, the investors in the Funds receive written audited annual financial statements of the applicable Fund on an annual basis.

Verdad is deemed to have custody of Fund’s securities and cash for the purposes of Rule 206(4)2 of the Advisers Act. In order to comply with Rule 206(4)2, Verdad utilizes the services of a bank and other qualified custodians (as defined under Rule 206(4)-2) to hold all cash and securities of the Funds (except with respect to privately offered securities). In accordance with Rule 206(4)2, Verdad also (1) ha s engaged an independent public auditor to conduct annual audits of the Funds, and (2) distribute s audited financial statements of the Funds that are prepared in accordance with United States ge nerally accepted accounting principles to all investors in the Funds within at least 120 days after the end of the fiscal year. Qualified custodians are not expected to provide account statements directly to investors in the Funds. Managed Account Clients engage an independent broker-dealer/custodian to custody and maintain their clients’ accounts. Verdad does not have physical custody or access to the unaffiliated advisor’s client assets, monies, or securities. Clients receive and/or have access to account statements directly from the broker-dealer/custodian.

Funds’ Constituent Documents generally authorize Verdad to invest and trade the assets in a broad range of investments, to be selected at Verdad’s sole discretion, with no specific limitations as to type, amount, concentration, or leverage. Further, Verdad may enter into any type of investment transaction and employ any investment methodology or strategy it deems appropriate.

Generally, Separate Account Clients are similarly managed on a fully discretionary basis to invest and trade the assets in a broad range of investments, to be selected at Verdad’s discretion. However, Clients may place limitations, such as those with respect to type, amount, concentration, or leverage. However, Verdad may otherwise enter into any type of investment transaction and employ any investment methodology or strategy it deems appropriate to achieve a particular Client’s investment objectives. Pursuant to the Investment Advisory Agreement between each Client and Verdad, the Client designates Verdad as its attorney-in-fact to execute, certify, acknowledge, file, record and swear to all instruments, agreements and documents necessary or advisable to carrying out its investment activities; such Agreement will also describe the limitations, if any, placed on Verdad’s investment discretion.

In the event Verdad is called upon to vote proxies, it will vote such proxies in accordance with the proxy voting policies and procedures in Verdad’s compliance manual. Pursuant to SEC Rule 206(4)-6, Verdad has established policies and procedures to address voting procedures and any conflicts of interests involved in a proxy vote between Verdad and the Clients. Verdad’s proxy voting procedures are designed to ensure that proxies are voted in a manner that is in the best interest of the Client. Verdad will generally vote in favor of matters that follow an agreeable corporate strategic direction, support an ownership structure that enhances shareholder value without diluting management’s accountability to shareholders and/or present compensation plans that are commensurate with enhanced manager performance and market practices. Verdad addresses conflicts of interest involved in a proxy vote though the following three-step process of identifying potential conflicts of interest, determining material conflicts and establishing procedures to address material conflicts. Verdad may determine not to vote proxies in respect of securities of an issuer if it determines it would be in a Client’s overall best interest not to vote. A Client may obtain copies of Verdad’s proxy voting policies by contacting the Chief Compliance Officer.

A. Balance Sheet Verdad does not require nor solicit prepayment of more than $500 in fees per client, six months or more in advance and therefore does not need to include a balance sheet with this Brochure. B. Financial Condition Likely to Impact Contractual Commitments. Verdad is not aware of any financial condition that is likely to impair its ability to meet contractual commitments to Clients.

C. Bankruptcy Petitions Verdad has not been subject to any bankruptcy proceeding during the past 10 years.