Canaras Capital Management, LLC: investment adviser

The portfolios of its clients are usually in the millions, tens of millions or hundreds of millions of dollars. However, there is no set, pre-established minimum amount of assets required for the provision of services (although the various funds managed may, and usually do, imposed minimums). Investment personnel at Canaras have degrees in finance, portfolio management or related disciplines, appropriate to their duties. Our investment professionals have degrees in business or economics and/or have achieved Chartered Financial Analyst (CFA) standing. Canaras expects to require similar qualifications of anyone who joins the portfolio management or credit analysis team. Currently, Canaras manages, on a discretionary basis, approximately $606 million (as of February 2026) of client assets (inclusive of assets managed pursuant to CLO warehousing/investment management agreements).

Fees are negotiated within the ranges indicated in the chart (below). Canaras also reserves the right to charge clients for certain expenses incurred on their behalf, which expenses were not contemplated in the relevant investment management or advisory or warehousing agreements, where otherwise permissible. Where Canaras may charge fees in advance with respect to any client, and where the investment management or advisory agreement between Canaras and such client is terminated prior to Canaras earning the pre-paid fees, the client will be entitled to receive a prorata refund of such pre-paid fees within a reasonable period of time after the termination of the investment management or advisory agreement between the Canaras and that client. Neither Canaras nor any of its employees receive transaction-based fees or compensation (such as commissions) in connection with the management of client accounts. However, affiliates or related persons may charge fees for certain administrative services (accounting, reporting, etc.) performed on their behalf. Fees are generally calculated and billed to the client, via its trustee or custodian, on a monthly or quarterly basis.

Type of Fee

General Range

Asset-Based

1% to 3%

Performance

15% to 35%

Sub-Advisory

5% to 20% of Advisory Fee

Other

Expenses directly incurred on client’s behalf

Transaction-Based

None

Actual fees may vary based upon negotiations and needs of prospective clients

Canaras mitigates this potential conflict by requiring allocation, in most cases, at the time that a block trade is effected (although not all trades are in fact allocated across client accounts). In summary, the above and other inducements to favor one client over another are known, and, as fiduciaries, we take all prudent precautions against such favoritism. See “Conflicts of Interest,” below.

There are regular meetings held throughout each week to assess portfolio positions, to review new client portfolio opportunities, and to review market risk. The Chief Operating Officer and the Chief Compliance Officer regularly attend these meetings. Expectations of loss in any portfolio position should correlate to the rating assigned to the credit (if rated). In certain cases, certain company-borrowers may enter bankruptcy, despite the credit rating assigned, but this should be rare with respect to the types of credits that would ordinarily be represented in a client portfolio. However, the level of risk is, in part, dictated by the type of institutional client with which Canaras has a management agreement. Should certain funds be more aggressive, seeking higher returns and, thereby, higher risks, the probability of losses will increase. Long-term risks associated with climate change have become the subject of discussion, especially regarding companies in certain industries. While substantial risks to portfolio holdings may remain low, we will continue to review portfolio holdings in view of climate change risks. We monitor updates on climate risk and recommended disclosures published by the Loan Syndications and Trading Association, the Taskforce on Climate-Related Financial Disclosures, the Securities and Exchange Commission, and other sources.

Canaras may, acting as principal, participate in client transactions but it has not done so to date and there are no plans to do so presently. (Also, see “Conflicts of Interest,” below.)

Canaras will consider a combination of qualitative and quantitative factors in determining which broker-dealers to use for client account transactions, including commission cost, the availability of research, responsiveness of the broker-dealer, willingness to assume principal risk, and other qualitative factors as discussed above. Research obtained by directing certain transactions to certain broker-dealers will be used for all clients and all clients will therefore benefit from such research, all else being equal. Presently, Canaras has not entered into any soft dollar or directed brokerage arrangements with any broker-dealer but may enter into such arrangements in the future. Generally, such any such arrangements would be consistent with the safe harbor provisions of Section 28(e) of the Securities Exchange Act of 1934, unless arrangements outside of Section 28(e) are required and consistent with the policies and objectives of funds or other institutional clients advised/managed by Canaras, consistent with Canaras’s fiduciary duties under the various securities laws. Certain prime brokers to certain hedge funds (or other pooled investment vehicles) expected to be sponsored by Canaras (or by an affiliate) may pay or provide reimbursement for certain investment management related expenses incurred (e.g., investment research, investment data service providers, on-line quotation services, and news and research services). This practice will or may benefit Canaras since the clients will not need to pay for such products and services out of their own resources and since Canaras will not need to provide for those services out of its own resources. This practice may be a factor in such clients’ selection of brokers and prime brokers.

Canaras’s brokerage practices on behalf of its clients may be modified based upon the governing documents of certain clients.

Generally, the firm provides reports to clients no less frequently than monthly (which includes providing reports to client boards or members thereof). These reports may communicate strategic and portfolio analysis and other information and may include retrospective commentary concerning the previous trading month with discussion of those factors believed to have been relevant to a client's account performance. The firm may provide reports to certain clients more frequently or less frequently as and if mutually agreed or requested, or pursuant to the requirements of an extant management agreement.

Clients may request to see how the firm voted any proxy and obtain an explanation as to why it voted as it did. Requests for an explanation of votes, or for a copy of the policies and procedures, should be sent to the address listed above. (Given the fixed-income focus of the firm’s client mandates, the need to vote proxies will be rare.)

Further, Traders may employ investment strategies for client accounts that differ from the investment strategies they employ for their own accounts. In connection therewith, Traders may at times buy the same issue or class of security that is being sold from client accounts, or sell the same issue or class of security that is being purchased for client accounts. Such disparities in direction will likely, inter alia, reflect a difference between the Traders' investment objectives, policies, risk tolerances, and investment limitations and those of clients. Nevertheless, these activities may create a conflict of interest with respect to client accounts. Canaras intends to mitigate such conflicts of interest by following policies and procedures (such as its code of ethics and compliance policies and procedures, as well as internal directives) as it has created to determine whether such proprietary purchases and sales by Traders do or may violate Canaras’s fiduciary obligations to clients, or in any material manner undermine the clients' interests. Canaras has adopted a code of ethics which requires a high degree of internal transparency with respect to proprietary and personal transactions so that potential conflicts of interest may be identified and addressed as deemed necessary, and on a timely basis. The code of ethics and other policy documentation require employees of Canaras to report to the Chief Executive Officer and the Chief Compliance Officer securities and commodities transactions in which they have a beneficial interest. The code of ethics also precludes certain types of transaction without prior approval. Canaras or its affiliates may at times purchase or sell blocks of securities, part of which will be allocated to client accounts and part to their own accounts. Where there are such block trades, Canaras will generally determine in advance that portion that will be allocated to its own or an affiliate’s account and that portion that will be allocated among client accounts. As indicated above, a similar advance determination will be made when the block will be allocated only among client accounts. This advance determination will usually be recorded in an appropriate trade memorandum or similar record (which may be in electronic form). Sometimes it may not be possible to allocate in accordance with such advance determination because of bona fide client or portfolio considerations. Canaras will record the reason for amending such advance allocation determination in an internal memorandum. Further, at certain times Canaras will only allocate after a substantial amount of time has elapsed since effecting the block order. This may happen from time to time in rapidly moving markets in which Canaras must make a quick decision to buy or sell without time for prior allocation decisions. In such circumstances, allocations will be made in accordance with bona fide client portfolio considerations, including any investment restrictions or limitations, or indenture obligations (in the case of CLOs). Further, the advance determination requirement pertains to orders other than block or bunched orders. It is Canaras’s policy that all allocations will be made in a fair and equitable manner. Where settlement issues arise (for example, concerning loan or loan participations), trades may be reallocated at a time

significantly beyond the trade date, informing all affected parties and, to the extent deemed necessary, obtain consent. Canaras, a Trader, or an affiliate may hold securities for longer or shorter periods of time than in client accounts for which Canaras is exercising discretion over such accounts. Generally, this will have to do with the differing objectives between Canaras’s various client accounts and its or an affiliate’s accounts. At times Canaras may purchase for its own account or the account of affiliates securities that it is not also purchasing for client accounts (this is also the case with sales of securities). Generally, this has to do with the differing investment objectives, policies and investment restrictions imposed (explicitly or by agreement, or both) by the various accounts. Further, Canaras may employ investment strategies for client accounts that differ from the investment strategies it employs for its own or affiliates’ accounts (and the same is true of such affiliates). Again, this is due, generally, to differing investment objectives, policies, restrictions and strategies. Finally, at least annually Canaras solicits information from its employees and associated persons to determine if there are conflicts of interests which may have arisen over time. This information includes such matters as outside directorships, changes in broker-dealers used for personal trades, and other matters.

Financial Information/Condition Canaras is solvent and is not in a “precarious financial condition” (as that phrased is defined by Canaras’s regulator, the SEC). The firm does not receive fees six months or more in advance of services, and would therefore not be liable for the reimbursement of such fees upon termination of an investment advisory or management agreement that called for such advance pre-payment of fees.

Certain Senior Officers and Investment Professionals As mentioned, all of the investment personnel have appropriate degrees in finance, portfolio management or related disciplines. Most of the firm’s investment professionals have degrees in business, economics, or finance, or have MBAs from well-known business schools and/or hold the designation “Chartered Financial Analyst” (or “CFA”). Canaras expects to require similar qualifications of anyone who joins the portfolio management or credit analyst team. Anthony R. Clemente, Chief Executive Officer, Chief Investment Officer Anthony was a founding member of Merrill Lynch Asset Management, which offered one of the first leveraged loan retail mutual funds. After growing the Merrill Lynch business to nearly $8.5 billion assets under management, Anthony joined INVESCO, where he was a Global Partner and head of the Bank Loan and CDO businesses. He also grew the INVESCO business to nearly $8.5 billion of assets under management encompassing 17 structures and funds that invested in leveraged loans, asset backed securities, high yield bonds and investment grade bonds. Anthony served on the Board of Directors of the Loan Syndications and Trading Association until recently. He contributed to the development of industry standardized agreements and the development of standardized market procedures that facilitated asset

trading and the development of secondary markets. Anthony holds a B.A. in Economics from St. Lawrence University. Born 1960.

Trevor Brookes, Chief Operating Officer Trevor joined Canaras Capital Management in 2013 as Chief Operating Officer, with 14 years of leadership experience in commercial loan operations. Previously, Trevor was the Director of CLO and CDO operations at Halcyon Asset Management, overseeing 14 structures totaling $6 Billion in value. Prior to Halycon, Trevor worked at Citigroup Alternative Investments for 8 years, where he was the Head of Leveraged Loans and Bonds, CLO, CDO, TRS, and Settlement Group. Trevor’s extensive operational career began during his 10 years at Manufacturers Hanover Trust Company and DG Bank. Trevor graduated from The City University of New York, Lehman College, in 1989 with a B.A. in Economics. Born 1963.

Dr. David E. McClean, Chief Compliance Officer David joined Canaras as Chief Compliance Officer in 2007. He remains Principal of the DMA Consulting Group, a regulatory and business consultancy to the financial services industry, and of Business and Government Ethics International, which does corporate ethics and anticorruption consulting for businesses and governments. He also serves or has served as Chief Compliance Officer for several DMA client firms. Prior to DMA, David served as an officer in various legal compliance positions, including with Van Eck Global, BV Capital Management and National Securities and Research Corporation. He earned an M.A. and Ph.D. in philosophy at The New School for Social Research (2003, 2009). He also holds an M.A. (Liberal Studies/Philosophy) from New York University (1996) and earned his B.A. (summa cum laude) from Hunter College (1986). In the 1980s, he studied financial management in the MPA program of NYU’s Wagner School of Public Service. He holds FINRA’s Series 7, 24, 27, 63 (NASAA), 79, 82 and 99 licenses. Dr. McClean teaches business ethics and other courses at Rutgers University (Newark) and is the author of Wall Street, Reforming the Unreformable (2015) and Understanding and Combating Global Corruption – A Reader (2021), among other books and articles. David is a member of the Board of Trustees of RSF Social Finance (San Francisco), which provides working capital to social entrepreneurs. Born 1962.

Communication to Clients and Others Canaras intends to communicate all pertinent information to clients electronically, via e-mail, or via access to one or more client portals. This includes account and portfolio information, and certain regulatory disclosures. New clients receiving this document should note this.

Key Investment Personnel

Anthony R. Clemente CEO, CIO Canaras Capital Management, LLC 1540 Broadway, 16th Floor New York, NY 10036 Phone (212) 372-7444 Fax: (212) 372-7449 Group Web Site: www.canaras.com

Educational Background and Business Experience: Anthony was a founding member of Merrill Lynch Asset Management, which offered one of the first leveraged loan retail mutual funds. After growing the Merrill Lynch business to nearly $8.5 billion assets under management, Anthony joined INVESCO, where he was a Global Partner and head of the Bank Loan and CDO businesses. He also grew the INVESCO business to nearly $8.5 billion of assets under management encompassing 17 structures and funds that invested in leveraged loans, asset backed securities, high yield bonds and investment grade bonds. Anthony served on the Board of Directors of the Loan Syndications and Trading Association until recently. He contributed to the development of industry standardized agreements and the development of standardized market procedures that facilitated asset trading and the development of secondary markets. Anthony holds a B.A. in Economics from St. Lawrence University. Born 1960. Disciplinary History: None Other Business: None, other than real estate holdings and certain projects in the development stage that could lead to going concerns. Supervision: Anthony is the CEO and owner of Canaras Capital Management LLC.

Richard Vratanina, CFA® Managing Director Canaras Capital Management, LLC 1540 Broadway, 16th Floor New York, NY 10036 Phone (212) 372-7444 Fax: (212) 372-7449 Group Web Site: www.canaras.com

Educational Background and Business Experience: Richard Vratanina has over 17 years experience in investment banking and financial services. Most recently, he spent 4 years in Morgan Stanley's Leveraged Finance group specializing in the Energy sectors. Prior to that Richard Vratanina worked for 5 years in the Power and Energy credit group at TD Securities. Before graduate school Richard spent 4 years with Accenture in their Financial Services group. Richard Vratanina received an M.B.A. from New York University's Stern School of Business, as well as a B.S. in Industrial Management/Computer Science from Purdue University. Born 1968. Disciplinary History: None Other Business: None, serves as alternate director of Green Planet Investments LLC, a biodiesel fuel refiner, and may serve on other unaffiliated boards. Supervision: Richard is under the supervision of Anthony Clemente, CEO and CIO. No person at the firm makes unilateral investment decisions or gives unilateral recommendations. Mr. Clemente supervises this person via the processes and procedures established by the relevant investment committee(s). Mr. Clemente’s telephone number is (212) 372-7444.

Andrew Heller Managing Director Canaras Capital Management, LLC 1540 Broadway, 16th Floor New York, NY 10036 Phone (212) 372-7444 Fax: (212) 372-7449 Group Web Site: www.canaras.com

Educational Background and Business Experience: Prior to joining Canaras, Andrew Heller worked at Houlihan, Lokey, Howard & Zukin, where he was an integral part of the Financial Restructuring Group advising on restructuring, distressed M&A and valuation. He has also held various positions at Citigroup related to leveraged loans, recovery management, structural finance and asset-based lending. Andrew Heller received a B.A. in Economics from Duke University as well as an M.B.A. from Columbia Business School. Born 1972. Disciplinary History: None Other Business: None.

Supervision: Andrew is under the supervision of Anthony Clemente, CEO and CIO. No person at the firm makes unilateral investment decisions or gives unilateral recommendations. Mr. Clemente supervises this person via the processes and procedures established by the relevant investment committee(s). Mr. Clemente’s telephone number is (212) 372-7444.