Wasserstein Management, L.P.

Wasserstein Management, LP (“Wasserstein” or the “Firm”) is an investment adviser organized as a Delaware limited partnership that was formed in January 2013. The principal owners of Wasserstein are Rajay Bagaria and Wasserstein & Co., LP (“W&Co.”). Wasserstein is a registered investment adviser with the U.S. Securities and Exchange Commission since January 2017. Wasserstein’s principal place of business is in New York, NY.

B.

Wasserstein provides investment advisory services to privately offered pooled investment vehicles (the “Funds”) and separately managed accounts (the “SMAs”) (collectively, the “Clients”). Client investors are generally institutions or high net worth families. Wasserstein does not accept capital commitments from investors that do not meet certain thresholds of net worth or investment expertise. Wasserstein seeks to generate risk-adjusted returns from investments in predominantly U.S. based issuers of high yield bonds and leveraged loans, and other investments, including public equity, convertible securities, restructured debt claims and options that Wasserstein believes to be undervalued or mispriced relative to similar securities, and which may be less liquid but have the potential for outsized returns. The Clients are subject to the investment objectives and strategies that are further outlined in offering memoranda specific to each of the Clients, which include but are not limited to subscription agreements, offering memoranda and investment management agreements (collectively, the “Governing Documents”).

C.

The Firm provides investment advisory services to the Clients in accordance with each Client’s investment objectives and limitations on a discretionary basis. Such investment objectives and limitations are outlined in each Client’s respective Governing Documents.

D.

Wasserstein does not participate in wrap fee programs.

E.

As of December 31, 2025, Wasserstein managed $408,529,503 of regulatory assets on a discretionary basis. Wasserstein does not manage any assets on a non-discretionary basis.

1 Registration of an investment adviser does not imply any level of skill or training.

Wasserstein, related entities, and/or the relevant general partner are compensated for advisory services to each Client based on a percentage of such Client’s net asset value (the “Management Fee”). Wasserstein, related entities, and/or the relevant general partner are also compensated with a performance-based allocation (the “Incentive Allocation”), as described below. Compensation through fees is typically negotiated separately with each of the Clients. Wasserstein may enter into relationships with certain investors on different investment terms. These terms could include a reduction in the fees paid by the investor. Client management fees vary by Client and/or investors in each Client and are generally calculated at an annual rate that ranges from 1.0% to 2.0% of the net asset value of each Client investor’s capital account balance. Client incentive allocation fees vary by investor and are generally calculated at an annual rate that ranges from 10% to 20% of the net capital appreciation of each investor’s capital account balance, less the Management Fee paid and any loss-recovery due to such investor (the “Incentive Allocation Fees”), as described more fully in the relevant Client’s Governing Documents. Certain officers and directors of the Firm directly receive a portion of the Incentive Allocation Fee.

B.

Management Fees are generally deducted directly from Client accounts quarterly in advance. Incentive Allocation Fees, if applicable, are generally deducted directly from Client accounts on the last day of the Client’s fiscal year.

C.

Wasserstein and the Clients generally bear their own expenses. Expenses are allocated on a case by case basis in accordance with each Client’s Governing Documents. Expenses the Clients may incur generally include (but are not necessarily limited to): i.

Expenses incurred in connection with the organization of the Client and the offering of interests, if applicable, in the Client.

ii.

Expenses incurred in connection with the evaluation, acquisition, monitoring or disposition of investments, including, without limitation, loan fees, appraisal fees, private placement fees, sales commissions, brokerage fees and commissions, underwriting commissions and discounts, taxes, expenses related to short sales, travel expenses and legal, accounting, investment banking, consulting, information services and other thirdparty professional fees, and travel, communications and other expenses related to the discovery, investigation, development, making and disposition of investments (whether or not consummated);

iii.

Expenses incurred in connection with the carrying or management of investments, including, without limitation, interest and related expenses, clearing and settlement charges, hedging expenses, custodial, trustee, record keeping and other administration fees and expenses;

iv.

Expenses incurred in connection with any leverage or other indebtedness of the Client, including, without limitation, interest, borrowing fees, dollar rolls, reverse purchase agreements, credit facilities, margin financing, total return swaps, the issuance of debt securities and other costs associated with any financing;

v.

Expenses incurred in connection with the Client’s audited financial statements, tax returns and K-1’s;

vi.

Professional fees and expenses, including, without limitation, fees and disbursements of attorneys, accountants, consultants and experts relating to Client matters, and fees and disbursements associated with updating the subscription documents and amending or restructuring the constituent documents of the Client or related investment vehicles, including, without limitation, the Client’s general partner;

vii.

Any costs, including, without limitation, compensation, indemnification and insurance expenses associated with committees;

viii.

Taxes and other governmental charges levied against the Client;

ix.

Expenses relating to defaults by investors in the payment of any capital contributions, if applicable;

x.

Insurance premiums or expenses in connection with the activities of the Client, including, without limitation, errors, omissions, fidelity, general partner liability, directors’ and officers’ liability and similar coverage for any person acting on behalf of the Client, it’s general partner or Wasserstein;

xi.

Expenses (including, without limitation, legal fees and expenses) incurred to comply with any law or regulation related to the activities of the Client (including, without limitation, the offering of limited partnership interests in the Client, if applicable, any “blue sky” filing fees and expenses and expenses related to the preparation and filing of Form PF and other similar regulatory filings related to the Client) or incurred in connection with any litigation or governmental inquiry, investigation or proceeding involving the Client, including the amount of any judgments, settlements or fines paid in connection therewith;

xii.

Expenses incurred in connection with the winding up or liquidation of the Client;

xiii.

Expenses incurred in connection with computing the Client’s assets;

xiv.

Expenses incurred in connection with any distributions to investors and in connection with any meeting of investors relating to a Client;

xv.

Expenses related to the Client indemnification obligations;

xvi.

Administration fees payable to the Client’s administrator;

xvii.

Expenses incurred in connection with the formation of alternative investment vehicles and special purpose entities;

xviii.

Expenses incurred in connection with any multimedia, analytical, database, news or third-party research services and related terminals for the delivery of such services;

xix.

Expenses incurred in connection with the preparation and delivery of reports of the Client and any meetings with investors; and

xx.

Expenses relating to risk management systems, metrics reporting and matrix reporting.

Fees and expenses may vary by Client, but in all cases shall be charged in accordance with each Client’s Governing Documents. Each Client’s Governing Documents provide a more detailed description of the expenses borne by the Client. The Client may incur brokerage and other transaction costs. Please see Item 12 of this Brochure for a further description of such brokerage costs. D.

The Clients’ investors pay Management Fees in advance. In the unlikely event that an advisory contract is terminated before the end of a Management Fee period, Wasserstein will refund a portion of the Management Fee (computed on the basis of the number of days elapsed). The Clients’ investors do not pay Incentive Allocations in advance.

E.

Neither Wasserstein, nor any of its supervised persons, accepts compensation for the sale of securities or other investment products.

Wasserstein’s Investment Strategy and Methods of Analysis

Wasserstein’s investment strategy on behalf of the Clients is to generate risk-adjusted returns from investments in predominantly U.S. based issuers of high yield bonds and leveraged loans, and other investments, including public equity, convertible securities, restructured debt claims and options that Wasserstein believes to be undervalued or mispriced relative to similar securities. The Clients will target the non-large cap high yield market segment because Wasserstein believes it presents a less efficiently priced category of the market. The declining importance of banks, once a dominant source of capital for the industry but now focused on distributing risk, and increasing importance of hedge funds, collateralized loan obligations, exchange traded funds, mutual funds and other investors focused on benchmark performance, have created a disproportionate focus on large cap high yield companies. Through a focus on the next tier of issuers, and investments that have some combination of security, capital structure seniority, enterprise value protection and recession mitigating attributes, the Clients seek to create both differentiated high yield exposure and superior risk-adjusted returns. Wasserstein targets investments that are secured and/or have some combination of security, capital structure seniority and enterprise value protection. Investment opportunities are sourced in both the primary and secondary markets. The resources of Wasserstein, which include investment professionals, industry specialists, broad relationships and access to management teams to conduct due diligence are fully utilized in making investment recommendations to the Clients. The business characteristics sought for investments in the Clients include: 1) business that can be understood with quantifiable risks, 2) diversification or low concentration risk, 3) clear value proposition and sustainable competitive advantage, 4) proven sponsorship and management, 5) demonstrated track record and 6) recession mitigating attributes such as the ability to generate free cash flow in downside scenarios. Within the opportunity set of investments that exemplify the aforementioned characteristics, the Clients will seek to capitalize on forced and unnatural sellers to create an attractive entry point with a good margin of safety. While the investment strategy and target investments are similar across the Clients, there are differences amongst each Client that relate to the amount of leverage and hedging employed, as further described in each Client’s Governing Documents. Wasserstein’s investment program is speculative and entails substantial risks, including risk of loss of the entire investment. There can be no assurance that Wasserstein’s investment objectives will be achieved, and actual investment results may vary substantially from the investment objective. Investors should be prepared to bear these risks. The risks inherent to the strategies employed by Wasserstein, including those listed below, are described in further detail in the Clients’ Governing Documents.

B/C.

Risks Relating to Wasserstein’s Investment Strategy, Methods of Analysis, and Type of Securities

Some risks relating to Wasserstein’s investment strategy and methods of analysis are set forth below. Please refer to the relevant Client’s Governing Documents for a full list of potential risks involved in an investment in the Client. Business and Market Risks The investments made by the Clients may involve a high degree of business and financial risk that can result in substantial losses. In particular, these risks could arise from changes in the financial condition or prospects of the entity in which the investment is made, changes in national or international economic and market conditions, including those related to a regional or global pandemic, and changes in laws, regulations, fiscal policies, or political conditions of countries in which investments are made, including the risks of war and the effects of terrorist attacks and security operations. In addition, the ability of Wasserstein to successfully implement its strategy may entail a high degree of uncertainty. The possibility of partial or total loss of capital will exist and investors should not invest unless they can readily bear the consequences of such loss. Investment and Trading Risks All investments in securities risk the loss of capital. Wasserstein’s investment program and research techniques may moderate this risk through a careful selection of securities and other financial instruments. No guarantee or representation is made that the Clients’ programs will be successful. The Clients’ investment programs may utilize such investment techniques as swaps and forward contracts, practices which may, in certain circumstances, increase the adverse impact to which the Clients may be subject. The Clients will invest in bonds or other fixed income securities, including, without limitation, public and private non-investment grade bonds, secured loans, second lien debt, convertible securities, options, swaps and other securities with fixed-income characteristics. Such securities will primarily be below “investment grade” and face ongoing uncertainties and exposure to adverse business, financial or economic conditions which could lead to the issuer’s inability to meet timely interest and principal payments. The market prices of such securities are also subject to abrupt and erratic market movements and changes in liquidity and above-average price volatility, and the spread between the bid and asked prices of such securities may be greater than those prevailing in other securities markets. The Clients may from time to time make investments in securities of private companies without an active trading market. Traditional exit opportunities for such investments have consisted primarily of initial public offerings and acquisitions of portfolio companies by publicly traded companies, often for stock. The ability of the Clients to sell securities and realize investment gains will depend upon favorable market conditions. As recent history indicates, initial public offering and merger and acquisition opportunities may be limited or non-existent for extended periods of time, whether due to economic, regulatory, or other factors. In addition, general fluctuations in the market prices of securities may affect the value of the investments held by the Clients. Therefore, there is no assurance that the Clients will be able to realize liquidity for such investments in a timely manner, if at all.

Dependence on the Investment Manager The success of the Clients substantially depends on the ability of the Investment Manager to successfully implement the investment objective and strategy of the Clients. If the Investment Manager were to cease providing investment management services to the Client, the effect on the Clients could be material and adverse. Furthermore, it is unclear to what extent the Clients would be able to continue to operate in the event that the Investment Manager were to terminate its relationship with the Clients. If the Investment Manager ceases to act as such, it is uncertain whether the Clients would be able to find a replacement investment manager, or how quickly a suitable replacement investment manager could be obtained. Investment Manager’s Investment Style Investors must rely on the judgment, ability, and investment style of the Investment Manager with respect to the selection of investments in which the Clients’ capital will be invested and will not have an opportunity to evaluate for themselves the relevant economic, financial, and other information regarding the securities and companies in which the Clients will invest. Accordingly, the Investment Manager’s investment style, which focuses on identifying companies trading at a discount to intrinsic value, may fall in and out of favor in the then-current market environment of the different markets in which the Investment Manager chooses to invest. It has been demonstrated that investment styles play a significant role in Clients returns. As a result, no assurance can be made that the Investment Manager’s investment style will result in a successful investment program for the Clients. Proprietary Trading by the Investment Manager and its Principals The Investment Manager and its principals may trade securities for their own accounts and may do so in a manner that may or may not parallel the Clients’ investments. The records of such proprietary trading will not be available for inspection by the Clients or the Investors due to the confidential nature of such records. Because the Investment Manager and its principals may trade for their own respective accounts at the same time that the Investment Manager is managing the Clients, prospective investors should be aware that such persons may from time to time take positions in their proprietary accounts that are opposite to the positions taken for the Clients. Accuracy of Information The Investment Manager may select investments for the Clients, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to the Investment Manager by the issuers or through sources other than the issuers. Although the Investment Manager evaluates all such information and data and ordinarily seeks independent corroboration when the Investment Manager considers it is appropriate and when it is reasonably available, the Investment Manager is not in a position to confirm the completeness, genuineness, or accuracy of such information and data, and in some cases, complete and accurate information is not available. Investments may not perform as expected if information is inaccurate. Additionally, a distribution to the Clients may be reclaimed if it is later determined to have been a fraudulent conveyance.

Calculated Value The Clients’ strategies are based in part on the estimated value of various private and publicly traded companies, as determined by the Investment Manager. The formula used to estimate value are meant merely to approximate a company’s intrinsic value, and are not intended to determine a company’s actual current or future value, which may be subject to a variety of subjective, as well as objective, factors over which a company’s management, not to mention the Investment Manager, may have little or no foreknowledge or control. Potentially Unfavorable Brokerage Fees The Investment Manager may not have significant leverage in negotiating brokerage rates for the execution of trades for the Clients, depending on the Clients’ size and trading activities. This may result in the Clients being charged relatively unfavorable brokerage fees, which would cause the return of the Clients to be less than it otherwise would be. Investors Do Not Participate in Management of the Fund Investors will take no part in the management, conduct, or control of the Clients’ business. They have no right or authority to act for the Clients or to vote on matters other than the matters set forth in the Partnership Agreement or as required by applicable law. Agreements with Certain Investors The Clients may enter into agreements, from time to time, with one or more Investors whereby in consideration for agreeing to invest in the Clients, or other consideration deemed material by the Clients, such Investor may be granted favorable rights not afforded other Investors, generally. Such rights may include, without limitation, the following: (i) special rights to make future investments in the Clients; (ii) special withdrawal/redemption rights; (iii) rights to reports and information from the Clients on a more frequent basis or that include information not provided to other Investors(such as additional portfolio holding information); (iv) rights to receive reduced rates or waivers of the Management Fee; (v) rights to receive a share of the Management Fee; and (vi) such other rights or privileges as the Clients may agree. Such agreements may be entered into by the Clients without the consent of or notice to the existing Investors. No Investors will have the right to participate in any such special arrangement or privilege without the approval of the Clients unless otherwise agreed in advance. These agreements will not convey any rights to any Investor except the Investor whom the agreement was executed with. The General Partner may also be a party to these agreements. These agreements and the special arrangements included in such agreements could have an adverse effect on the Clients and the other Investors. Diverse Investment Group The Investors may include taxable and tax-exempt entities and may include persons or entities organized in various jurisdictions. As a result, conflicts of interest may arise in connection with decisions made by the Investment Manager that may be more beneficial for one type of investor than for another. In selecting

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As noted in Item 4 of this Brochure, Wasserstein’s Clients are Funds and SMAs. Interests in the Funds are offered and committed to investors who meet certain standards of net worth or knowledge about investing. These interests are excepted from the definition of investment company under the Investment Company Act of 1940, as amended. Clients and investors in the Funds, other than certain knowledgeable employees, must meet certain high standards for net worth and/or income. Generally, investors in the Funds or SMAs are institutions, which may include pension funds, other high net worth institutions, and high net worth families.

As outlined in Item 5 of this Brochure, Wasserstein and certain related entities, including the relevant general partner, may be entitled to receive an Incentive Allocation Fee from Clients based on the realized and unrealized gains in each account, as specified in each Client’s Governing Documents. Certain investors in the Clients may pay reduced performance-based fees. These investors have no influence or control over the provision of investment advice and participate pro rata in investments on the same basis as all other investors. This compensation based on capital appreciation may create an incentive for the recipients to recommend investments to Clients that are riskier or more speculative than those which would be made under a different compensation arrangement. In addition, the recipients may have an incentive to favor Clients that they believe will pay a higher incentive-based compensation. However, the Firm is committed to acting at all times in the best interests of its Clients and Wasserstein performs extensive due diligence with respect to the investment decisions made on behalf of the Clients.

Neither Wasserstein nor any of its management persons is registered, or has an application pending to register, as a broker-dealer or a registered representative of a broker-dealer.

B.

Neither Wasserstein nor any of its management persons is registered, or has an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associated person of the foregoing entities.

C.

The general partners to the Funds are affiliates of Wasserstein under common control. On behalf of the relevant Fund, the general partner compensates Wasserstein for providing advisory services to such Fund. Wasserstein believes that this compensation generally reflects prevailing market terms. As stated in Item 4 of this Brochure, W&Co. is a principal owner. Effective as of the date of filing its Form ADV-W on March 24, 2021, W&Co. is no longer registered by the SEC based on the fact that as of March 18, 2021, it has had no third-party clients or regulatory assets under management and operates as a “family office”. W&Co. is not responsible for the day-to-day management of Wasserstein and its investment advisory functions. Certain affiliated entities, officers and directors of W&Co. are also investors in certain of Wasserstein’s Clients, which may incentivize Wasserstein to allocate more favorable investment opportunities to such Clients. To further mitigate this potential conflict, Wasserstein has instituted a policy governing the allocation of investments among the Clients to ensure that opportunities are allocated in a fair and reasonable manner that is consistent with all applicable Governing Documents.

D.

Wasserstein does not recommend or select other investment advisers for the Clients.

and Personal Trading A.

As a registered investment adviser, Wasserstein stands in a position of trust and confidence with respect to its clients. Wasserstein has a fiduciary duty to place the interests of its clients before its own interests of and the interests of its employees. All of Wasserstein’s personnel must put the interests of the Funds before their own personal interests and must act honestly and fairly in dealings with the Funds. All of Wasserstein’s personnel must also comply with all federal and other applicable securities laws. Wasserstein has established a code of ethics (the “Code”) to establish these rules of conduct for its personnel. As part of its Code, Wasserstein has adopted a personal trading policy requiring all personnel to disclose all holdings in personal trading accounts and all personal securities transactions in a timely manner. Wasserstein also maintains a list of companies about which a determination has been made that it is prudent to restrict trading activity by Wasserstein and/or its personnel. Generally, an employee may not trade securities of a company included on this list; however, exceptions may be granted under certain circumstances if pre-clearance is granted (e.g., during a “window period” of a public company of which Wasserstein is an “insider”). The Code also includes policies regarding outside activities of employees, conflicts of interest, the prevention of insider trading, certain gifts and business entertainment items, and the preclearance and reporting of political contributions. Wasserstein’s Code is designed to promote the ethical behavior of all of its personnel and to ensure compliance with applicable regulation and best practices. Wasserstein will provide a copy of its Code to any investor upon request.

B.

From time to time, consistent with a Client’s investment objectives and subject to satisfaction of the policies and procedures set forth in the Code and in the Firm’s compliance manual (the “Compliance Manual”), Wasserstein may recommend that a Client acquire or sell securities in which a related person of the Firm has a pre-existing direct or indirect interest. A potential conflict of interest could arise in that the interested related person of the Wasserstein could benefit from such a purchase or sale of the applicable security by a Client. However, the Firm has policies and procedures designed to identify and manage conflicts of interest to the extent they arise in connection with such transactions. Certain terms of the Clients’ Governing Documents and the equity participation of Wasserstein’s related persons in certain Clients further mitigate such conflicts.

C.

From time to time, subject to satisfaction of the policies and procedures set forth in the Code, the Compliance Manual and the Clients’ Governing Documents, the Firm or a related person of the Firm may invest in the same securities that are recommended to a Client. A potential conflict of interest could arise in that the Firm or the interested related person of the Firm could benefit from the Client’s ownership of, or subsequent sale of, the applicable security. However, the Code and the Compliance Manual are designed to identify and manage conflicts of interest to the extent they arise in connection with the personal securities transactions and other investment activities

of Wasserstein’s related persons. In particular, the Code requires that Wasserstein’s related persons abide by policies and procedures, including a pre-clearance procedure, in connection with their personal securities trading activities, and such activities are monitored under the Code to ensure compliance with such policies and procedures.

The factors considered in selecting and approving brokers that may be used to execute transactions for the Clients include, but are not limited to: 

Reputation, financial strength and stability



Quality of execution -- accurate and timely execution, clearance and dispute resolution



Ability to execute difficult transactions



Willingness and ability to provide leverage



Access to underwritten offerings and secondary markets



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 Firm's knowledge of negotiated commission rates currently available and other current transaction costs



Confidentiality of trading activity



Market intelligence

Wasserstein is not required to weigh any of these factors equally. Wasserstein has established procedures for reviewing broker trading volumes, prices, commissions, other transaction costs and the overall quality of execution for the Clients. Periodically, Wasserstein conducts an evaluation of the effectiveness of such procedures and of the execution quality for the Clients. Additionally, Wasserstein reviews its brokers to determine whether such brokers continue to demonstrate the ability and commitment to provide best execution in light of the changing needs and trading history of the Clients, among other things. B.

Due to the similar investment strategies among the Clients, Wasserstein, from time to time, will present individual investment opportunities to multiple Clients. When Wasserstein determines that it would be appropriate for multiple Clients to participate in an investment opportunity, the Firm will seek to execute orders on an equitable basis for all participating Clients pursuant to the Clients’ Governing Documents and the Firm’s investment allocation policy. The Firm may aggregate such orders, as determined on a case-by-case basis. If orders for a single investment opportunity are not filled at the same price, Wasserstein may or may not average prices across accounts. If an order cannot be fully executed under desired conditions, Wasserstein will allocate the investment opportunity among participating Clients in a fair and equitable basis as determined by the Firm. This could affect the prices and availability of securities in which the Clients invest. The Firm will aggregate Client orders where in the best interest of participating Clients and in accordance with such Clients’ Governing Documents.

Only clients compensate Wasserstein and its employees for providing investment advice to clients.

B.

As disclosed more fully in Form ADV, Part 1, Wasserstein compensates third parties for the referral of investors. Fees paid by investors to placement agents generally reduce the management fees and performance fees paid by such investors.

There currently are no legal or disciplinary events regarding Wasserstein, its affiliates, and management that are required to be disclosed in this Item.

Wasserstein’s investment professionals, which include certain officers and directors, meet on an ongoing basis to discuss the status of Client investments.

B.

Wasserstein does not generally engage in formal reviews of Clients’ accounts other than during the ongoing meetings among investment professionals.

C.

Wasserstein provides each investor with information regarding the applicable Client and its investments, as well as unaudited capital statements for the Client, on a monthly basis. Wasserstein provides each Fund investor with audited financial statements on an annual basis.

Wasserstein is deemed to have custody of the Funds it manages. To comply with Rule 206(4)-2 of the Investment Advisers Act of 1940, as amended, the Firm ensures that audited financial statements are (a) prepared in accordance with general accepted accounting principles (“GAAP”) , (b) audited by an independent accounting firm that is registered, and subjection to regular examination, by the Public Company Accounting Oversight Board and (c) are distributed to the underlying investors in the Funds (i) within 120 days of each Fund’s fiscal year end or (ii) promptly after liquidation.

Wasserstein has discretionary authority over its Client assets. Wasserstein has the discretionary authority to make any investments deemed suitable for the Clients within the investment objectives of each Client set forth in the relevant Governing Documents.

To the extent received, Wasserstein has full authority to vote on behalf of Clients’ securities. However, due to the Clients’ investment strategies and the nature of interests generally recommended by the Firm, Wasserstein does not anticipate frequently holding public securities with voting authority on behalf of the Clients. If Wasserstein were to receive a proxy on behalf of a Client and is requested or required to vote a proxy, the Firm will vote generally in line with company management when voting proxies. The Firm reserves the right, however, to vote against management, or abstain from voting, if, in its discretion, the Firm determines that it would be in the best interest of the Clients to do so. Wasserstein will maintain a log of all proxies received, how Wasserstein voted and the rationale for the vote. Any investors with questions regarding Wasserstein’s proxy voting policy or how Wasserstein voted in a specific instance should contact the Wasserstein Chief Compliance Officer at jdutton@wasserco.com.

Wasserstein does not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. Wasserstein has not been subject of a bankruptcy petition at any time during the past ten years.