Strategic Value Partners, LLC: investment adviser

SVP’s investment strategies are generally focused on investing assets globally (although primarily focused in the United States and Europe) in a broad range of stressed, distressed and undervalued financial and other assets, including, but not limited to distressed bank debt and bonds, other distressed loans (including mezzanine debt), par and non-par high yield securities, trade claims, liquid and illiquid distressed assets (including “hard” assets such as real estate and aviation), reorganization equities, derivative instruments (primarily credit related, including credit default swaps and total return swaps) and other instruments and assets. Clients may also provide capital to companies directly, including through mezzanine financings, preferred equity, debtor-inpossession loans and other instruments. SVP’s investment management activities are conducted in accordance with each respective Client Fund’s confidential private offering memorandum and/or confidential explanatory memorandum and other governing documents, as applicable (the “Offering Documents”). If in the future SVP advises separately managed account clients, investment management services will be provided pursuant to the terms and conditions of the investment management agreement and/or other agreement entered into by and between the parties. SVP does not tailor its advisory services to the needs of any underlying investor in a pooled Client Fund. Since we do not provide individualized advice to such Client Funds’ investors, such investors are encouraged to consider whether the investment objectives of the Client Funds are in accordance with their individual objectives and risk tolerance prior to investing. Information about the Client Funds, including their investment objectives and strategies, are set forth in their respective Offering Documents. Clients and/or investors may impose restrictions and/or limitations on SVP’s and/or its affiliates management of such Clients. These restrictions and/or limitations are set forth in the applicable Client Fund’s Offering Documents, the investment management agreement between the Client and the firm or side letters or other similar agreements. Disclosure regarding services, fees, investor suitability standards and other specific terms applicable to a Client Fund are described in such Client Fund’s Offering Documents. The terms of individual managed accounts that SVP may advise in the future will be negotiated individually with the applicable Client.

As of December 31, 2025, SVP managed $25,612,484,792 of Client assets, all of which are being managed on a discretionary basis.

SVP currently manages two primary types of Client Funds: (1) closed-ended fund structures, which we refer to herein as the “Special Situation Funds.” and (2) closed-end fund structures, which we refer to herein as the “Capital Solutions Funds”. SVP also manages a third category of Client Funds that are closed-ended and primarily invest in a single underlying company and related assets, which we refer to as the “Spurs Funds” and a fourth category of Client Funds, which were opened-ended funds and which we refer to as the “Restructuring Fund”. The Restructuring Fund is currently conducting an orderly disposition of its remaining portfolio positions. Special Situations Funds Management Fee - Special Situations Funds I, II, III, IV, V, and VI An affiliate of SVP is entitled to a management fee, payable quarterly in advance, calculated as follows: (a)

during the investment period of the fund, after the fund’s initial capital call but prior to the first date on which at least 50% of aggregate commitments has been called by the fund, an amount equal to the Applicable Percentage (defined below) of 50% of aggregate capital commitments (whether or not then drawn); and

(b)

during the investment period of the fund, on and after the first date on which at least 50% of the aggregate commitments has been called by the fund, an amount equal to the Applicable Percentage of 100% of the aggregate capital commitments (whether or not then drawn).

For Special Situations Funds I, II, III, IV and V, after the investment period of the fund, an annual amount equal to the Applicable Percentage of the limited partners’ capital contributions, minus (i) any losses on permanently impaired investments and (ii) any distributions attributable to (a) the cost of any realized investment and (b) fund expenses related to any such realized investment. Notwithstanding the foregoing, the management fee charged after the investment period of the fund shall not be less than the Applicable Percentage of 100% of the limited partner’s pro rata share of the cost of investments held by the fund at such time (excluding the portion of the cost of any current investment that is deemed to be permanently impaired), including that limited partner’s

pro rata share of operating expenses pertaining to such investments; provided, however that in no event shall the management fee charged to a limited partner subsequent to the expiration (or during a suspension) of the investment period be greater than the Applicable Percentage of 100% of capital commitments of that limited partner. For Special Situations Fund VI, after the investment period of the fund, management fees are an annual amount equal to the Applicable Percentage of the lesser of a limited partner’s (x) Invested Cost or (y) capital commitments. “Invested Cost” for purposes of Special Situations Fund VI means, in respect of each limited partner, the total amounts attributable to investments made by Special Situations Fund VI with respect to such limited partner (including, for the avoidance of doubt, but without duplication, any amounts attributable to reinvestment, operating expenses and hedges with respect to such investments) whether such amounts are or may ultimately be funded through capital contributions, cash on hand or borrowings. Invested Cost is reduced by (1) dispositions by the fund (with partial dispositions reducing Invested Cost by an amount calculated by multiplying the Invested Cost (prior to such partial disposition) by the pro rata share of the investment that has been disposed of), (2) written off investments, and (3) extraordinary distributions from an investment (including dividends recapitalizations), solely to the extent that following such distribution the remaining value of the applicable investment is less than the Invested Cost attributable to such investment immediately prior to such distribution, in each case as described in more detail in the applicable Offering Document. The management fee is subject to adjustment for any intra-quarter activity including contributions, and dispositions. “Applicable Percentage” means (a) with respect to Special Situations Fund I, an annual rate equal to 2%, (b) with respect to Special Situations Fund II and III, the annual rate equal to (i) 2% for limited partners with a capital commitment of less than $100 million, (ii) 1.75% for limited partners with a capital commitment equal to at least $100 million but less than $200 million and (iii) 1.5% for limited partners with a capital commitment equal to $200 million or greater, (c) with respect to Special Situations Fund IV, the annual rate equal to (i) 1.75% for limited partners with a capital commitment of less than $100 million, (ii) 1.55% for limited partners with a capital commitment equal to at least $100 million but less than $200 million and (iii) 1.35% for limited partners with a capital commitment equal to $200 million or greater, (d) with respect to Special Situations Fund V, the annual rate equal to (i) 1.75% for limited partners with a capital commitment of less than $100 million and (ii) 1.55% for limited partners with a capital commitment equal to $100 million or greater and (e) with respect to Special Situation Fund VI, (i) 1.75% for limited partners with a capital commitment of less than $100 million, (ii) 1.65% for limited partners with a capital commitment equal to at least $100 million but less than $250 million, (iii) 1.55% for limited partners with a capital commitment equal to at least $250 million but less than $500 million and (iv) 1.45% for limited partners with a capital commitment equal to $500 million or greater. The management fee for each of Special Situations Fund I, Special Situations Fund II and Special Situations Fund III has been reduced to zero. Performance Allocation - Special Situations Funds I, II, III, IV, V and VI With respect to each Special Situations Fund, the general partner of the applicable Special Situations Fund is entitled to performance allocation. Net proceeds from the disposition of

investments in each Special Situations Fund plus current income, if any, from interest and dividends with respect to such investments are distributed as follows: (a) first, 100% to the limited partners of the applicable Special Situations Fund until those limited partners have received distributions equal to their funded commitments plus a compounded annual preferred return of 8% (the “Preferred Return”); (b) second, 100% to the general partner of the applicable Special Situations Fund until that general partner has received distributions equal to 20% of the sum of (i) all amounts distributed to the limited partners under clause (a) above in respect of the Preferred Return, plus (ii) the amounts distributed under this clause (b) (the ‘Catch-Up”); and (c) Thereafter, 80% to the limited partners of the applicable Special Situations Fund and 20% to the general partner (the distributions to that general partner plus the Catch-Up, the “Performance Allocation”). Capital Solutions Funds Capital Solutions Fund I – Management Fee An affiliate of SVP is entitled to a management fee, payable quarterly in advance, of an annual amount, calculated with respect to each limited partner, equal to 1.75% of (x)(i) the limited partner’s total capital contributions plus (ii) the limited partner’s total retained profits, minus (y) the limited partner’s allocable portion of (i) any losses on investments, where such investments are permanently impaired, and (ii) any distributions attributable to (a) the cost of any realized investment and (b) fund expenses related to any such realized investment. The management fee is subject to adjustment for any intra-quarter activity including contributions, distributions, and dispositions. Capital Solutions Fund II – Management Fee An affiliate of SVP is entitled to a management fee, payable quarterly in advance, of an annual amount, calculated with respect to each limited partner, equal to 1.75% of (1) such limited partner’s Invested Cost minus (2) such limited partner’s Invested Cost with respect to (x) realized investments and (y) permanently impaired investments. “Invested Cost” for purposes of Capital Solutions II means, in respect of each limited partner, the total amounts attributable to investments by Capital Solutions Fund II with respect to such limited partner (including, for the avoidance of doubt, but without duplication, any amounts attributable to reinvestment, operating expenses and hedges with respect to such investments), whether such amounts are or may ultimately be funded through capital contributions, cash on hand or borrowings. The management fee is subject to adjustment for any intra-quarter activity including contributions, and dispositions. Performance Allocation The general partner of each of the Capital Solutions Funds is entitled to performance allocation on terms substantially similar to the performance allocation to which the general partners of a Special Situations Fund are entitled. See “Performance Allocation—Special Situation Fund I, II, III, IV, V and VI above.

Spurs Funds An affiliate of SVP is entitled to a management fee, payable quarterly in advance, of an annual amount, calculated with respect to each limited partner, equal to the Applicable Percentage (defined below) of (i) the limited partners’ investment contributions, inclusive of any amounts retained and reinvested, as well as any expenses capitalized into an investment, minus any investment contributions in respect of an investment to the extent that such investment that has been disposed of, or written-off, as more fully described in the applicable Offering Document. An investment is treated for this purpose as having been disposed of or written off only to the extent that, immediately following any such disposition or write-off, the remaining value of such investment is less than the sum of the investment contributions by the fund immediately prior to such disposition or write-off, in which case the management fee with respect to such investment will be reduced to equal the remaining value of the investment following such disposition or writeoff. “Applicable Percentage” means the annual rate equal to (i) 1% for limited partners with a capital commitment of less than $150 million, (ii) 0.925% for limited partners with a capital commitment equal to at least $150 million but less than $300 million and (iii) 0.85% for limited partners with a capital commitment equal to $300 million or greater. With respect to each Spurs Fund, the general partner of the applicable Spurs Fund is entitled to receive up to 20% of the net proceeds from the disposition of investments in each Spurs Fund plus current income, if any, from interest and dividends with respect to such investments, subject to, and in accordance with, a tiered distribution waterfall described in the Offering Documents of the Spurs Funds. Managed Accounts/Funds-of-one With respect to any fund-of-one, our fees are determined on a negotiated basis based on various factors and strategies. Management fees due from fund-of-one clients are typically billed on a quarterly basis. However, other arrangements may be made. SVP may also charge a performancebased fee on any fund-of-one that it manages. SVP expects similar arrangements would be in place for any future managed accounts. Additionally, SVP may from time to time form and/or manage other funds or accounts designed to invest fully or partially in parallel with the Special Situations Funds, and/or the Capital Solutions Funds. The precise amount of and the manner and calculation of the management fee and/or incentive allocation for each such fund or account are established by SVP, and are set forth in such funds’ investment advisory agreements and/or organizational documents. Client Expenses As described more fully in the Offering Documents for each of the Client Funds, each of the Client Funds will bear its own costs and expenses, including, without limitation, investment related expenses, research expenses, travel expenses, all costs associated with Client Fund indebtedness

as well as financing of the applicable Client Fund’s investments, withholding and transfer fees, taxes, clearing, and settlement charges, and other execution and trading costs (including costs associated with trade errors), professional fees relating to investment transactions, compensation and other expenses relating to the Client Funds’ advisory council and other costs and expenses relating to the sourcing, acquisition, disposition and holding of the applicable Client Fund’s investments. Client Funds will also bear other additional expenses and costs including, without limitation: (a) accounting, audit, valuation (including costs and expenses of third party valuation data providers), insurance (e.g., “directors and officers” or similar professional liability insurance), software, tax planning, compliance, audit and other preparation expenses; (b) the expenses and costs of administrative, accounting, legal and compliance relating to the applicable Client Fund and its investments, regulatory and self-regulatory filings and reporting costs and expenses of litigation, arbitration and other proceedings, specialized asset servicing, appraisal, and/or back office services provided by third parties (including administrators, prime brokers and custodians) and any costs and expenses relating to the reorganization, recapitalization, liquidation, termination and winding up of a Client Fund, and any related investment vehicles; (c) the expenses, costs, fees and other compensation with respect to Service Activities (as described below and in the Offering Documents of the Client Funds, as applicable), (d) fees payable to affiliated asset servicers and other affiliated providers of investment servicing and operational services and support (as described in the Offering Documents of the applicable Client Funds); (d) organizational and offering expenses, including travel expenses in connection with the offering of interests/shares, and for certain Client Funds, expenses relating to side letter negotiation and compliance; and (e) for certain Client Funds, extraordinary expenses determined by SVP in its sole discretion. “Service Activities” generally include, but are not limited to, asset workout, oversight and other support activities performed by third parties, operating partners, SVP or the applicable Client Fund (or their affiliates) in respect of existing or proposed investments. Affiliates and SVP personnel, where applicable, will generally receive reasonable and customary compensation for their services, payable by certain Client Funds, including the Restructuring Fund, the Capital Solutions Funds, the Spurs Funds or the Special Situations Funds (as applicable), or will otherwise be reimbursed at cost for services provided. Certain Client Funds bear an allocable portion of compensation and expenses payable to or in respect of certain personnel of SVP or its affiliates (excluding members of the investment team and marketing team) in connection with services provided to or for the benefit of such Client Funds (as described in the Offering Documents of the Clients Funds, as applicable). The Client Funds may enter into joint-venture arrangements, co-invest with third parties or participate in pooled vehicles with others, if SVP determines that such an arrangement represents an advantageous way to access a particular investment opportunity or otherwise expands the investment expertise available to the Client Funds. The Client Funds may incur various costs relating to such ventures, including additional or different performance-based fees/allocations payable or allocable to promoters, managers or sub-advisers of such ventures. In allocating transactional or any other costs and expenses among Clients or among Clients and SVP (including, but not limited to, the costs of any directors’ and officers’ insurance policy), such costs and expenses will be allocated in a manner which SVP determines is fair and equitable under the circumstances to all Clients, taking into account various factors including, without limitation, total commitments to or assets under management by such Clients, relative benefits conferred to such Clients as a result of such transaction or expense, and such other factors as SVP deems under

the particular circumstances to be relevant in making its allocation determination. Such allocation determinations are by their nature subjective. From time to time, SVP also makes determinations regarding whether certain expenses are a Client’s Fund expense, and therefore are to be borne by a Client, or whether such expenses are the firm’s expense, and therefore borne by SVP. While these determinations are informed and made in accordance with SVP’s expense allocation policy, such determinations are also necessarily subjective and give rise to conflicts of interest between the interests of the Clients and investors in such Clients and the interests of SVP, who might otherwise bear such expenses. The foregoing represents a summary only. Additional details on costs and expenses to be borne by each Client are described in the Client’s Offering Documents. Other Considerations SVP has discretion to agree with investors in the Client Funds to waive or modify any of the investment terms above in a “side letter” or any other manner without obtaining the consent of any other investor in the Client Funds (except for an investor (1) who would be materially adversely affected by the waiver or modification or (2) which has a side letter that permits the affected investor to elect to have such waiver or modification to be applied to them). All investors in the Capital Solutions Funds, the Spurs Funds and the Special Situations Funds are given portfolio transparency, while investors in the Restructuring Fund are given portfolio transparency subject to a non-disclosure agreement. Generally, SVP deducts fees from Clients’ assets rather than invoice Clients for fees incurred. Allocation of Investment Opportunities Investment opportunities are allocated among Clients in a manner which SVP determines is fair and equitable under the circumstances to all Clients in accordance with SVP’s investment allocation policy, taking into account such factors as the classification of such investments under SVP’s allocation policy (e.g., whether the investment is a “event-driven investment”, a “performing undervalued debt investment”, or a “structured capital investment” as well as certain legal, regulatory and tax considerations, concentration limitations, the investment mandate of a Client, availability of capital for investment by the Client, available follow-on capacity for a Client, liquidity concerns, expected realization date, and such other factors as SVP deems under the particular circumstances to be relevant in making its investment allocation determination; provided, however, as to any investment opportunity as between multiple Clients, if one Client has an investment program that is more focused than the program of the other Client(s) (e.g., with respect to strategy, sector, asset or asset class), then SVP, in its discretion, may give such other Client an allocation priority as to such opportunity. There are no assurances that the application of these allocation factors will result in the allocation of a particular investment opportunity to a particular Client or that a particular Client will participate in all investment opportunities falling within its investment objective. In certain circumstances, a Client may receive (a) the entire allocation of certain opportunities, (b) a larger or smaller allocation of certain opportunities or (c) no allocations of certain opportunities. The application of the forgoing factors is a fact-intensive exercise. While SVP bases its allocation decisions on the information available to it at the time, this information may prove, in retrospect, to be incomplete or otherwise flawed. Furthermore, the

weight SVP ascribes to certain factors will evolve over time in response to, among other things, changes in market conditions, and the mix of opportunities available to the Clients. While these determinations are informed and made in accordance with SVP’s investment allocation policy, certain determinations are also necessarily subjective. We expect that our relationship with a Client will terminate: (a)

in the case of our Client Funds, (i) upon the expiration of the term of the applicable Client Funds or their dissolution, in each case, in accordance with that Client Fund’s Offering Documents, or (ii) SVP’s (or its affiliate’s) withdrawal as manager or general partner of the applicable Client Fund/account; and

(b)

in the case of future managed accounts, in accordance with the investment management agreement between the managed account client and SVP.

Employees, advisory consultants and former employees of SVP may maintain (directly or indirectly) investments in the Client Funds and generally, management fees and performance compensation are waived in whole or in part for such investments. In addition, when an SVP affiliate acts as the general partner of a Client Fund, fixed fees and performance compensation typically are not charged against the general partner’s investments.

To address this conflict, SVP maintains policies that intend to allocate resources and investments fairly among its clients, including any future managed accounts and Client Funds (including with respect to trade allocations and valuation of assets). SVP has adopted an allocation policy for all the Client Funds directly and indirectly advised by it, which is summarized in Item 5 above and is available on our investor portal. SVP’s allocation policy may be updated by SVP from time to time without consent of or notice to investors. Prospective investors are encouraged to review SVP’s current allocation policy prior to investing in any Client Fund.

SVP, as the investment manager for the Client Funds, reserves the right to adjust account size minimums as deemed appropriate in light of the overall facts and circumstances and has agreed and may in the future agree with investors in any Client Fund to alter the terms and conditions applicable to such investor without the consent of any other investor in a “side letter” or similar agreement. If in the future we advise managed accounts, we may impose certain account minimums on managed account clients. Any such minimums would be described in the written agreement between SVP and the client. Any other requirements or restrictions would be specified in detail in the specific agreement between SVP and such managed account client.

Idea Generation Traditional distressed investing is often reactive: investment opportunities arise based on what debt is available for sale and which companies are distressed. In contrast, SVP seeks to take a more proactive approach, and we expect every member of our team (from our CIO to our junior analysts) to generate ideas. Investment ideas typically come together as a result of two parallel and integrated processes: (i) our investment team as they study sectors in detail; and (ii) our sourcing team as they communicate with various intermediaries or direct sources of opportunities. Due Diligence / Evaluation / Execution

Fundamental Research - Primary research is at the heart of our due diligence process. We are data and experientially driven, and supplement our views by drawing upon our proprietary network of relationships (management teams, industry experts, specialists) to calibrate our analyses. In certain circumstances, such as areas of due diligence that have unique aspects or require specialized skills, we may engage third parties such as accountants, lawyers or consultants as appropriate. In all cases where third parties are used, however, their diligence is based upon our direction: we do not rely on third parties to make conclusions, but rather use them to help us confirm or disprove a hypothesis, or seek facts. Sell-side research plays a limited role in our due diligence. We may use sell-side research on occasion, but it is usually only at the start of our research process to familiarize ourselves with situations more quickly, or to understand how the market may be viewing opportunities.

Industry - We seek to understand industries, their key drivers and how companies compete within them: historic and prospective industry trends, growth potential, cyclicality, barriers to entry, end-market customers, regulatory frameworks, secular threats, value propositions, market shares and fragmentation. Then, based on the information we compile and aggregate, we may develop our own proprietary databases or analyses to evaluate companies within an industry, and will tap

our industry relationships to help calibrate our thoughts. As part of this process, we will also determine the relative value of companies within the target industry.

Company - We seek to identify the key value drivers and risks that a company may face. In doing so, we may evaluate a number of factors, such as, but not limited to, a company’s management team, its operations and financial performance, and the circumstances that led to its distress. Our diligence typically includes: analyzing customer and product concentration, product profitability, cost structure, market position and unit economics; understanding a company’s competitive advantages, operational excellence, business model and customer switching costs; and conducting channel and vendor checks, and interviews with management.

Capital Structure - We generally prefer making investments through the debt of a target portfolio company and consider the following: the relative priorities, rights, controls and risks each security may have, intercreditor rights, guarantees, intercompany claims, waterfalls, and structures. We may also make investments through other securities in the capital structure based on the aforementioned and other considerations.

Restructuring - Because our investments may be centered on a restructuring event, we seek to identify the key capital structure or bankruptcy issues, and develop a restructuring strategy prior to making an investment.

Operations / Strategy - With respect to our control strategy, our operating professionals are involved from the onset of our due diligence, though their involvement may vary depending on the degree of turnaround complexity. We draw upon their experiences at the company, industry and geographic levels to help us identify issues and enact solutions to improve operations. Our operating professionals may determine the nature and depth of any issues, whether they are fixable and the plans to address them.

Exit - Before executing an investment, we seek to explore various exit options and determine the viability of each one. We consider the attractiveness of an industry and the prospects for various exit opportunities to identify the most viable exit options. Traditional exit strategies include, but are not limited to: recapitalizations, sales to strategic or financial buyers, public offerings, private offerings through the over-the-counter market, refinancings prior to a debt-for-equity swap, liquidations or asset sales.

Trading - Throughout our diligence, we are in regular communication with our sourcing team to understand potential supply, timing and who is selling or buying and why. Understanding, who is part of the lender constituency and their motivations, is essential to determining timing and level of our investment. Collateralized loan obligations, banks, high yield funds and hedge funds all have different objectives, and will behave differently in restructurings. The intelligence generated by our team, we believe, is helpful not only for sourcing and timing already identified prospects, but also for targeting proactively identified opportunities from our research process. This approach allows us to call upon potential sellers directly, engage preferred broker-dealers, or potentially work through other channels on a negotiated basis or with limited competition.

Investment Strategies SVP manages investments across a distressed and deep value strategy. Although we have several vehicles, our efforts are concentrated on stressed, distressed and/or undervalued opportunities in middle-market companies, where we can typically exert significant influence or obtain outright control. The Special Situations Funds are generally focused on investments in middle-market opportunities where they can exert meaningful influence. The Capital Solutions Funds invest across, and make loans to, stressed, distressed and/or undervalued opportunities and issuers, including, liquid trading and event-driven investments, restructurings, rescue financings, mezzanine financings, special situations, and illiquid “distressed for influence/control” investments and related opportunities, including structured equity, debtor-in-possession loans, and unitranche loans. The Restructuring Fund previously invested in large-cap restructurings, middlemarket restructurings and event-driven / trading-oriented opportunities, and will no longer be making any investments in new issuers as its conducts an orderly disposition of its existing investments. More detailed information regarding SVP’s investment strategies and activities is set forth in each Client Fund’s Offering Documents. In the future SVP may determine to manage other funds and accounts with different investment strategies than those stated above. Risk of Loss All of our Clients’ investments risk the loss of capital. There can be no assurance that the Clients’ investment programs will be successful or that investments purchased by the Clients will increase in value. Clients and investors in the Client Funds could lose their entire investment. All Clients and investors in the Client Funds should consult their own legal, tax and financial advisors prior to investing. The Clients will invest a portion of their assets in securities and other assets and liabilities/debt of U.S. and non-U.S. companies that are experiencing significant financial or business difficulties, including companies involved in bankruptcy or other reorganization and liquidation proceedings. Such investments involve a substantial degree of risk. In any reorganization or liquidation proceeding relating to a company in which a Client invests, such Client may lose its entire investment, may be required to accept cash or securities with a lesser value or which has less liquidity than that of the Client’s original investment, and/or may be required to accept payment over an extended period of time. Each of the strategies we employ entails substantial inherent risks. The information included herein does not include every potential risk associated with each investment strategy or security. Each Client Fund’s Offering Documents describe in detail the risk factors and potential conflicts of interest associated with an investment in such Client Fund, and investors should read the Offering Document of the particular Client Fund before making an investment therein. Set forth below is a non-exhaustive summary of such risks:

Risks related to our Client Funds and certain Managed Account Clients if Advised in the Future

There is no public market for interests in the Clients, and one is not expected to develop.

Investors in the Client Funds will have no opportunity to control the day-to-day operation of the Client Funds.

Investors in the Client Funds may have conflicting investment, tax and other interests with respect to their investments in Client Funds.

The existence of performance-based compensation creates an incentive for SVP to make riskier or more speculative investments on behalf of the Clients than would be the case in the absence of these arrangements.

Certain Client Funds and/or Clients invest together in certain assets (or classes of assets) through one or more aggregating vehicles, which may cause those Client Funds or Clients to be subject to risks or expenses which might not be present if they had invested in the assets directly (for example, if the aggregating vehicle is subject to litigation).

The Offering Documents of each Client Fund and the investment management agreement and other documents between SVP and each managed account limit the circumstances under which SVP can be held liable to such Client.

A Client may use special purpose vehicles in jurisdictions in which SVP has less familiarity and may provide additional informational and operational uncertainty or difficulties to SVP.

SVP may rely on a third party advisor to supply, from time to time, advice as to business valuation, tax, legal, financial, accounting and other issues and such advice could prove to be ineffective or erroneous and consequently, the Client may suffer investment losses and/or unanticipated expenses or taxes.

A Client is subject to the risk that counterparties will not perform obligations under contracts for investment entered into between the Client and a market counterparty as principal (and not as agent). In addition, credit risk may also arise through a default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs, so that a default by one institution causes a series of defaults by the other institutions.

Clients will maintain funds with one or more banks or other depository institutions, which may include U.S. and non-U.S. banking institutions, and may enter into credit facilities or have other financial relationships with banking institutions. The distress, impairment or failure of one or more banking institutions with whom a Client, its investments or SVP transacts may inhibit the ability of such Client and/or its investments to access depository accounts or lines of credit entirely or in a timely manner.

A Client may rely on insurance policies to cover contingencies, risks, or other potential liabilities, which includes risks such as credit risk as well as disagreements and/or issues with insurance providers.

Client Funds generally hold their legal and beneficial title of assets, as well as cash and other cash equivalents at the Client Fund’s prime brokers and/or other qualified custodians. Therefore, to the extent such assets or cash is held at a prime broker, the Client Fund bears the credit risk of that prime broker.

There are limited redemption, withdrawal and transfer rights attached to the interests/shares in the Client Funds.

Clients may acquire securities across different parts of a portfolio company’s capital structure, which could result in conflicts of interest between Clients, including but not limited to conflicts related to proxy voting. For example, if a Client is investing in debt securities, it may have an interest in restructuring these securities in a manner that another Client, as an existing equity owner or lender, may not find desirable. In addition, questions may arise as to whether payment obligations or covenants should be enforced, modified or waived, or whether debt should be refinanced. A conflict of interest may also occur when it is not possible or consistent with the investment objectives of various Clients to take, restructure or liquidate the same investment positions at the same time or the same price. Further, Clients have and are expected to, from time to time, originate loans to portfolio companies of other Clients, which could result in conflicts between Clients as described above.

A black swan event, which is an unpredictable event beyond what is normally expected, could adversely affect SVP’s investment advisory activities or investments made on behalf of Clients. For example, the global pandemic caused by COVID-19 resulted in widespread quarantines, disruptions in the supply chain and a general decrease of economic activity, resulting in a decline of demand for certain goods. While SVP maintains and has tested its robust business continuity plan, a severe outbreak or other black swan event may have a material adverse affect on SVP’s investment advisory activities or certain investments held by Clients.

Recent technological advances in generative artificial intelligence, machine learning technologies and systems and other decision science technologies (collectively, “AI Technologies”) create opportunities for, and also present risks to, SVP and its Clients. SVP uses approved enterprise AI Technologies across the Firm for general business purposes, and expects certain Client investments will use such technologies, and it is likely that SVP and its Clients will be further exposed to the risk of AI Technologies through third parties, such as service providers and counterparties. Such risks include, but are not limited to (i) cybersecurity risks (ii) threats to proprietary and confidential information, (iii) use of flawed or incomplete data, and production of inaccurate outputs (iv) intellectual property violations, (v) access to, or disclosure of, personal information in violation of applicable data protection laws, (vi) failures in recordkeeping or retention and (vii) other risks that are not currently foreseen. Actual usage of AI Technologies by SVP will vary across its business and while SVP has adopted, and from time to time, may adjust its policies and

procedures governing the use of AI Technologies by its personnel, there is a risk of misuse of such AI Technologies.

Certain Client Funds have advisory committee(s) consisting of limited partners therein. The members of such advisory committee(s) are not necessarily experts in the types of investments that the applicable Client Fund is expected to acquire, and certain of such advisory committee’s determinations may adversely affect the performance of the applicable Client Fund.

Client Funds may invest in a limited number of investments and may concentrate investments in certain industries or geographic areas. Accordingly, poor performance or negative events in an industry or geographic area could substantially affect the aggregate returns (if any) to investors in the applicable Client Fund.

Certain investors may be excused or excluded from participation in investments for various reasons as set forth in a Client Fund’s constituent documents, and the remaining investors in the applicable Client Fund who participate in such investment may have exposure to such investment to a greater degree than they would have in the absence of such excuse or exclusion.

Risks Associated with a Client’s Investment Strategy or Investments made on behalf of our Clients

The Clients’ strategies rely, in part, upon general economic forces that are outside the control of the Clients or SVP and the Clients may become subject to market risks that SVP is not able to plan for or mitigate.

General fluctuations in interest rates and market prices of securities and other assets could adversely affect the value of a Client’s investments.

The success of the Clients depends, to a significant extent, on the experience of SVP’s senior professionals, whose continued services cannot be guaranteed.

Legal and regulatory changes could adversely affect the ability of the Clients and SVP to carry out the investment strategies described in this Item 8 (above).

As part of the firm’s investment approach, SVP will, as appropriate in light of a Client’s investment strategy, seek to understand the material sustainability risks, opportunities, and policies of the portfolio investments in which it invests with a view to maximizing the financial returns for the applicable Client. In discerning the value of an enterprise through research and investment analysis, SVP takes into account sustainability considerations along with other factors, including, financial, strategic and operational considerations, that may affect a portfolio investment’s long term prospects and valuation. Compliance with sustainability considerations, or the integration of such factors into SVP’s investment process could result in additional expenses for a Client.

SVP, on behalf of the Clients, may take into account sustainability considerations in evaluating the financial prospects of potential investment opportunities which could result in the opportunity set for potential investments to be smaller for Clients than it would otherwise be without reference to sustainability considerations.

Although SVP dedicates substantial time and resources to conduct appropriate due diligence prior to making an investment, the due diligence process for investments may vary by investment and evolve over time. Further, the due diligence process is subjective at times and may be undertaken on an expedited basis and on the basis of imperfect information in order to take advantage of available investment opportunities.

Instances of fraud and other deceptive practices committed by senior management of certain companies or by sellers of assets in which a Client invests may undermine SVP’s due diligence efforts and if such fraud is uncovered, may adversely affect the valuation of such assets.

A Client may exercise influence or control over an investment, which could impose additional risks of liability for environmental damage, failure to supervise management, violation of governmental regulations (including securities laws), joint employer or other types of liability in which the limited liability characteristics of business ownership may be ignored.

Board participation by SVP professionals may prevent a Client from purchasing additional investments, which may be attractive or from freely disposing of its investments.

SVP may acquire confidential and/or material, non-public information or be otherwise restricted from initiating transactions in certain investments from time to time. In these circumstances, SVP may restrict or prohibit a Client for a period of time from purchasing investments or from freely disposing of its investments. Such restrictions could prevent the applicable Client from accessing a profitable investment opportunity or give rise to substantial investment losses in the context of existing investments.

A Client may incur contingent liabilities, which could increase the risk for the Client and adversely impact the results of an investment.

In order to take advantage of displacements in the markets, investment analyses and decisions by SVP may be undertaken` on an expedited basis and material information may be limited or unavailable.

In connection with certain investments, a Client may be required to post deposits, which may not be refundable in the event the transaction is not ultimately consummated.

SVP uses alternative data in the investment program for certain Clients. The analysis and interpretation of alternative data involves a high degree of uncertainty and may entail significant expense, including technological efforts, that are expected to be borne – in whole or in part – by Clients. Moreover, there has been increased scrutiny from a variety of regulators regarding the use of alternative data in this manner, and its use or misuse

under current or future laws and regulations could create liability for SVP and its Clients in numerous jurisdictions.

SVP and its Clients are highly dependent on information systems to perform necessary business functions, and systems failures, breaches or cyber-attacks could significantly disrupt SVP’s business. For instance, cyber-attacks may interfere with the processing of transactions, impact a Client’s ability to value its assets, cause the release of private information or confidential information, impede trading, cause reputational damage, and subject Clients to regulatory fines, penalties or financial losses, reimbursement or other compensation costs, and/or additional compliance costs. Service providers to Clients are subject to similar risks, and cybersecurity breaches could also impact the investments held or pursued by SVP’s Clients. In addition, third party programs or systems may be subject to certain defects, failures or interruptions, which could have a material adverse effect on any Client.

SVP may be required to provide, or may agree to be subject to, a heightened fiduciary duty or standard of care to one or more investors in a Client Fund, which may have an adverse impact on other investors in such Client Fund.

SVP has ultimate responsibility to value Client positions. In valuing positions, SVP is subject to a conflict of interest because management fees charged to certain Clients are based on the fair value of such Client’s assets (including realized and unrealized profits). SVP also has discretion in determining whether and when an investment is considered to be permanently impaired, which impacts the calculation of the management fee for certain Clients.

Valuations of assets and liabilities may be difficult to determine for a variety of reasons, including wide bid-ask spreads and difficulty of obtaining accurate or timely information.

Clients may make investments that are subject to legal or contractual restrictions on transferability or that are otherwise not readily marketable without impairing the value of such investments.

Risks associated with the execution of trading and investment strategies employed by SVP exist such as slippage, errors and miscommunications with brokers and counterparties, which would result in losses.

SVP, on behalf of the Clients, will focus on companies which it believes have an intrinsic value that can be realized through a restructuring, however, companies undergoing a reorganization are unusually vulnerable to adverse industry developments such as new regulations, increased competition, increased bargaining power of suppliers and overall macroeconomic changes.

Clients and related vehicles may originate loans. Loan origination activities carry additional risks, including enhanced regulatory risks and licensing requirements. Clients may originate loans to private and middle-market companies which may have limited financing resources and limited access to additional financing, which may increase the risk

of defaults. In addition, a Client may purchase or originate a loan with the intent of syndicating all or a portion of such loan to another Client, co-investor or other third party. SVP will have a conflict of interest in making its valuation decisions with respect to such syndication.

A Client may – as strategic opportunities present themselves – make certain investments in companies, including loans to companies that are experiencing significant financial or business difficulties (including companies involved in bankruptcy or other reorganization proceedings) and such loans involve a substantial degree of risk, including the risk of loss of the entire amount of the loan.

In connection with an investment, a Client may employ leverage by borrowing money with recourse to the assets of the Client, including a credit facility or investment-level financing with cross- collateralized recourse to the assets of the Client. In the event of a default, all assets of a Client may be available to satisfy the applicable obligations.

Clients may pursue investments in highly-leveraged companies. While investments in highly-leveraged companies offer the opportunity for capital appreciation, such investments also involve a high degree of risk.

Because of the nature of a Client’s investments, such Client may be subject to allegations of lender liability, which is founded upon the premise that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to the borrower or has assumed a degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders.

Certain debt instruments that may be acquired by a Client or its affiliates are intended to be over-collateralized, and such Client may be exposed to losses resulting from default and foreclosure. A Client may have limited remedies upon default and certain legal requirements or other impediments may limit the ability of such Client to effectively exercise such remedies.

The collateral and security arrangements in relation to a Client’s secured obligations will be subject to such security or collateral having been correctly created and perfected. If a Client’s investments do not benefit from the expected collateral or security arrangements, this may adversely affect the value of or, in the event of default, the recovery of principal or interest from such investment.

A Client may invest in fixed and floating-rate loans, which generally will be in the form of loan participations and assignments of portions of those loans which involve special types of risk, such as credit risk, interest-rate risk, liquidity risk, currency risk and the risks of being a lender.

Second lien loans investments made by a Client will be subject to intercreditor arrangements where second lien holders have waived many of the rights of a secured creditor, including rights in bankruptcy, which can negatively affect recoveries.

There are special risks associated with investments in bank loans and participations, including possible invalidation of an investment transaction as a fraudulent conveyance, lender liability claims, environmental liabilities, and limitations of a Client to enforce its rights.

There are specific risks associated with investments in companies involved in reorganization proceedings, such as the possibility of litigation between the participants, or unforeseen delays in timing and information availability, and the risks associated with serving on a creditors’ committee.

To the extent a Client invests in over-the-counter instruments, such Client may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default.

Clients will invest in securities issued by companies in weak financial condition, experiencing poor operating results, needing substantial capital investment, facing special competitive or product obsolescence problems or even out-of-court workouts or in-court insolvency or bankruptcy proceedings. Investing in distressed securities may be unusually complicated and may involve an unusually high degree of risk and illiquidity. Additionally, bankruptcy courts are unpredictable and could result in the complete loss of such Client's investment.

The securities or other assets in which Clients invest may be thinly traded or not traded at all, and this may affect the pricing of a Client’s portfolio as well as the ability of investors to withdraw their interests for cash (if the terms applicable to the Client permit withdrawals).

A Client may engage in various derivatives instruments, which may be volatile and speculative and which may be subject to wide and sudden fluctuations in market value with a resulting fluctuation in the amount of profits and losses.

Investments outside of the U.S. could expose a Client to increased risk due to political, social and economic uncertainty affecting a country or region.

There are risks inherent in the ownership and operation of real estate assets, including, but not limited to, adverse changes in national and international economic conditions, adverse local market conditions, the financial conditions of tenants, buyers and sellers of properties, changes in availability of debt financing, changes in interest rates, real estate taxes and other operating expenses, environmental laws and regulations, zoning laws and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain property types, risks associated with operating problems related to the presence of certain construction materials, uninsurable losses and other factors which are beyond the control of SVP.

A Client may make substantial investments in non-performing or other troubled real estate assets which involve a degree of financial risk and are experiencing or are expected to

experience severe financial difficulties, which may never be overcome regardless of SVP’s efforts.

A Client may acquire direct or indirect interests in undeveloped land or underdeveloped real property, which may be non-income producing and subject to development risks, including but not limited to, risks relating to the availability and timely receipt of zoning and other regulatory approvals and entitlements, the cost and timely completion of construction (including risks beyond the control of SVP, such as weather or labor conditions or material shortages) and the availability of both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and possibly non-completion.

A Client may acquire real estate loans which is or becomes non-performing and requires a substantial amount of workout negotiations or restructuring, which may not be successful and could result in litigation and other expenses, a substantial reduction in the interest rate and/or substantial write-down of the principal of such loan.

Clients may pursue investments in the aviation industry, including through the purchase of unsecured debt and secured debt that may convert ito equity of airlines or result in Clients owning aircraft. Investing in the aviation industy historically involves a high level of risk, and the industry is affected by various cyclical factors that are not in the Clients’ or SVP’s control These cycles may produce sharp changes in aircraft values and lease rates and industry conditions may prevent aircrafts from being re-leased or sold on satisfactory terms. Aircraft required ongoing maintenance, which is strictly regulated, and carry the additional risk of technical and regulatory obsolesence.

A Client may invest in the securities of companies involved in bankruptcy proceedings, reorganizations and financial restructurings and may have a more active participation than is generally assumed or expected by an investor.

A Client may invest in post-reorganization securities, which generally entail a higher degree of risk and lack of liquidity when compared to investments in securities of other companies and could face heavy selling or downward pricing pressure.

A Client may invest in high yield bonds and preferred securities which are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities) and which are subject to greater risk of loss of principal and interest.

A Client may sell securities short, thereby increasing the possibility of profit and the risk of losses.

A Client’s successful use of options depends on the ability of SVP to forecast interest rate and market movements correctly and errors could cause the Client to lose part or all of its investment in the option.

Clients may make non-controlling investments which may cause such Clients to have limited ability to protect their investment.

Clients may make loans to, or investments in a broad way of stressed or distressed borrowers. Issuers and borrowers in such situations may undertake actions that are not in the best interests of all stakeholders, including actions that may advantage one stakeholder group (or a subset thereof) over others. Such actions could include increasing leverage generally, or engaging in so-called “liability management transactions” that have the effect of reducing collateral to support existing indebtedness and/or subordinate existing lenders. While most debt instruments generally provide for protections to existing creditors to minimize such risks, such protections often have numerous exceptions, or may permit waivers and/or amendments that can be affected without the consent of the affected Clients. Accordingly, certain of the loans and/or investments made by Clients may be adversely impacted by such actions.

Clients may co-invest with other funds, vehicles and accounts managed by SVP and/or third-parties, which may involve risks not present where other funds and/or third parties are not involved. Such risks include the possibility that the third party may itself have financial difficulties resulting in a negative impact on such investment, have economic or business interests or goals that are inconsistent with those of the Client, or may be in a position to take an action contrary to the Client’s objectives. In addition, in certain circumstances, a Client may be liable for the action of another party which co-invests with it. SVP may not be able to require a co-investor to make a follow-on investment that a Client would otherwise be required to make. As a result, a co-investor may receive an incidental benefit or loss as a result of not participating in such follow-on investment. The allocation of co-investments to other parties may also result in a change to a Client’s ultimate allocation of an investment.

Clients may enter into joint ventures with third party operating partners in connection with real estate and other investments. Such partners may have objectives, investment horizons, or risk tolerance, which may be different than those of our Clients. We may rely on operating partners for day-to-day management of the underlying properties/assets, and any failure, underperformance, or misconduct by a partner could adversely affect the investment.

Clients may attempt to hedge some of the market and credit risks inherent in their strategies; however, there is no assurance that such strategies will always be successful.

Clients may make investments relying upon projections developed by SVP, and such projections are inherently uncertain and subject to factors beyond SVP’s control.

Due to the illiquid nature of many of the anticipated investments for certain Client Funds, it is unpredictable whether any particular exit strategy will ultimately be available for any given core position. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors.

A Client may acquire assets in the energy sector, or may acquire loans the collateral of which consists of assets in such sector, which is subject to fluctuations in fuel supply and demand, interest rates, seasonal fluctuations, adverse and potentially prolonged changes in

the prices of certain commodities resulting from oversupply of product and/or structural inefficiencies in the relevant markets, special risks of constructing and operating facilities, lack of control over pricing, merger and acquisition activity and regulation.

Investments in portfolio companies which operate in regulated sectors may be subject to increased regulations resulting from both new requirements and re-regulation of previously de-regulated markets. Additionally, such portfolio companies may be highly dependent on government contracts (or contracts with government-sponsored entities or similar entities), which could further increase the risks of investing in such portfolio companies.

The terms and conditions of loan agreements and related assignments may be amended only by the agreement of the lenders and could be modified in a manner contrary to the preferences of a Client if a sufficient number of the other lenders concurred with such modification. There can be no assurance that any obligations arising from an investment will maintain the terms and conditions to which a Client originally agreed. Any amendment, waiver or modification of an investment could adversely impact a Client’s returns.

Investments by a Client in debtor-in-possession (“DIP”) loans involve a fundamental credit risk based on the borrower’s ability to make principal and interest payments and the inherent risks in the bankruptcy process. DIP loans are subject to a court approval process and a Client may not obtain favorable results. DIP loans may be subject to price volatility due to various factors including, but not limited to, changes in interest rates, market perception of the creditworthiness of the borrower and general market liquidity.

Client Funds may make distributions in kind, either by distributing securities directly to investors or through the use of a liquidating trust or liquidating account, which may be subject to additional risks that would otherwise not be present.

SVP may determine that a sale of positions from one Client to another is in the best interests of both accounts. Any such trade may occur for purposes of rebalancing Client portfolios, in order to further Clients’ investment programs, or for other reasons consistent with the investment and operating guidelines of the affected Clients. Any such trades will be conducted in accordance with internal policies, applicable regulatory requirements and any requirements set out in the Offering Documents of the Clients. There may be uncertainties regarding the valuation of investments subject to these transactions and investors in Clients will have no opportunity to participate in the evaluation of the terms or merits or valuations of any such transactions.

Certain portfolio companies (or their management teams) in which Clients have an interest have, and are expected to, from time to time, provide services, including, without limitation, sourcing, underwriting, deal execution and asset servicing, to other Clients or portfolio companies thereof, and any fees and expenses of such person will be borne by Clients. Although SVP seeks to engage suitable service providers, SVP has an incentive to, and therefore may, recommend or use such portfolio company or management team rather than another third-party.

SVP affiliated asset and investment servicers may provide services, including without limitation, sourcing, underwriting, deal execution and asset serving to Clients. Such affiliates will receive compensation from Clients for their services, which could incentivize SVP to use its affiliates in lieu of third-party service providers, even when a third party could provide similar services at a lower cost. In certain cases, the services provided by such affiliates may overlap with the services provided by SVP.

Clients invest in foreign issuers, which involve certain considerations comprising both risks and opportunities not typically associated with investing in United States issuers.

Certain investments may provide a Client with contractual or other rights to make subsequent investments or obtain other benefits, and due to certain considerations, SVP may cause such contractual or other rights to be transferred or otherwise utilized by a different Client without compensation to the Client that originally held such rights.

These affiliates are entitled to receive performancebased compensation, if earned, for the services provided to Clients. Each Client Fund, and their respective general partners, is identified in Schedule D of Part 1 of SVP’s Form ADV, available on the SEC’s website at www.adviserinfo.sec.gov or upon request from us at (203) 618-3500. SVP Special Situations LLC, SVP Special Situations II LLC, SVP Special Situations III LLC, SVP Special Situations IV LLC, SVP Special Situations V LLC, SVP Special Situations VI LLC, SVP Capital Solutions LLC, SVP Capital Solutions II LLC, SVP New Rising Management LLC, SVP Excelsior Management LLC, SVP Emerald Investment Manager LLC and Strategic Value CF I, LLC are each wholly-owned affiliates and relying advisers of SVP and each provides investment management services to their respective Clients. We do not believe that our relationships with these entities cause a conflict of interest with Clients. From time to time, employees of SVP, on behalf of the firm or a Client, serve on a portfolio company’s board of directors or otherwise act to influence the management of portfolio companies.

the maintenance of confidentiality of investment, investor, and employee information.

The Code is designed to assure that the personal securities transactions, activities and interests of our employees will not interfere with SVP making decisions in the best interest of our Clients. The Code requires pre-clearance of non-exempt transactions and non-exempt personal securities transactions of SVP employees, and restricts trading in securities of issuers who are either rated below investment grade by one or more Nationally Recognized Statistical Rating Organizations or have equity values equal to or below $2.00 per share (or foreign equivalent) (to prevent employees from trading for their personal accounts any securities SVP might be contemplating for Clients). Employee trading is reported and reviewed under the Code. Employees are also permitted to invest in the same securities as Clients, subject to the preclearance requirements and other restrictions set forth in the Code. This creates potential conflicts of interest because SVP and its employees have an incentive not to recommend sales of those securities to Clients in order to protect the value of their personal investment, and may have an incentive to place their orders before those of the client in order to obtain a better price. In order to address this, SVP has instituted certain policies and procedures intended to prevent any conflicts of interest, such as prohibiting employees from directly or indirectly trading for their personal accounts in a non-exempt security within seven calendar days after a Client trades in the same security. SVP and its employees may not trade for Clients or themselves or recommend to others trading in securities of a company while in possession of material, non-public information (“Information”) or disclose such Information to any person not entitled to receive it. By reason of its various investment activities, SVP may have access to Information or be restricted from effecting transactions in certain investments that might have otherwise been initiated. While SVP

has designed and implemented policies and procedures reasonably designed to limit those situations, there can be no assurance that such policies and procedures will be successful or that violations will not occur. New employees receive training in the policies of the Code upon their arrival at SVP, and all employees must acknowledge the terms of the Code and certify as to their personal trading account information and other required disclosures on an annual basis or as required by law. Copies of the Code are available upon request by contacting us at 203-618-3500.

SVP’s Best Execution Committee generally meets on a quarterly basis to analyze and assess the quality of trade execution and other brokerage services received from brokers during the preceding quarter. Trade Errors From time to time, SVP may make a trade error when trading for a Client. In case of a trade error caused by the broker executing a particular trade, SVP will use commercially reasonable efforts to hold the particular broker responsible. In the case of a trade error caused by SVP, SVP will determine whether to have any costs or losses arising from the trade error borne by the particular Client, or by SVP, by applying the relevant standard of liability (as set forth in the applicable agreement with the Client) for SVP in its management of the applicable Client account. Accordingly, with respect to the Client Funds, SVP will generally be obligated to reimburse a Client Fund for any trade error resulting from SVP’s gross negligence, intentional misconduct or bad faith, but not otherwise. SVP will itself determine whether or not a given trade error is required to be reimbursed under the general standard of liability applicable to the Client account. SVP will have a conflict of interest in determining the resolution of any trade error and it will attempt to resolve any such conflict by making a determination of the status of any trade error under the applicable liability standard. Trade error costs may be significant, including market losses resulting from the position incorrectly acquired as well as the additional brokerage costs of closing out or reversing the error. The opportunity cost (lost profits) of not having made a trade intended to be made is not considered a trade error cost. Soft Dollars SVP does not currently use soft dollars or directed brokerage in connection with any of the Clients we advise. To the extent SVP does use soft dollars in the future, we expect that such use will fall within the safe harbor afforded by Section 28(e) of the Securities Exchange Act of 1934, as amended.

Aggregation of Orders In some circumstances it may be appropriate to buy or sell an investment on behalf of more than one Client account at one time or over a period of time. In these circumstances, and as a general matter, we believe that the aggregation of orders for multiple advisory clients is consistent with our duty to seek best execution for our clients. Aggregation of trades generally facilitates more efficient and less costly execution by enabling us to negotiate transactions on a consolidated basis rather than dealing with multiple smaller lots in investment types that normally trade in significant and/or pre-set blocks. In deciding whether aggregation is appropriate, SVP will consider, among other things, the appropriateness of the investment based on the diversity of objectives and risk tolerances among Clients. Other factors that may be considered include, but are not limited to, Client-imposed limitations, differences in the timing of capital contributions and withdrawals to and from each Client, available capital, liquidity needs of a Client, and domicile of a Client.

Investors are urged to carefully review such audited financial statements and to compare them to any reports received from SVP. Physical custody of the assets of the Client Funds is maintained with qualified custodians, the primary of which is currently State Street Bank & Trust.

Specific Proxy Voting Policies Routine Matters Routine matters are typically proposed by the issuer’s management, directors, general partners, managing members or trustees (collectively, “Management”) and meet the following criteria:

they do not measurably change the structure, Management, control or operation of the company;

they do not measurably and directly change the terms of, or fees or expenses associated with, an investment in the company; and

they are consistent with customary industry standards and practices, as well as the laws of the state of incorporation applicable to the company.

For routine matters, we will generally vote in accordance with the recommendation of Management, as applicable, unless, in our opinion, such recommendation is not in the best interests of the relevant Client. Non-Routine Matters Non-routine matters involve a variety of issues and may be proposed by a company’s Management or beneficial owners (i.e., shareholders, members, partners, etc.). These proxies may involve one or more of the following:

a measurable change in the structure, Management, control or operation of the company;

a measurable change in the terms of, or fees or expenses associated with, an investment in the company; or

a change that is inconsistent with industry standards and/or the laws of the state of incorporation applicable to the company.

All non-routine matters will be voted on a case-by-case basis pursuant to the general policy noted above. All Other Matters All other decisions regarding proxies will be determined on a case-by-case basis taking into account the general policy. When SVP is faced with a potential conflict of interest in the context of proxy voting because it holds securities or other investments in different segments of an issuer’s capital structure it will attempt to resolve any such potential conflict in a manner which is fair and equitable to each Client affected. Investors may obtain a copy of these procedures and information about how SVP voted on Clients’ proxies by contacting us at 203-618-3500.