Waterfront Capital Partners LLC: investment adviser

The Adviser may tailor advisory services to the individual needs of Clients in the event it provides services to separately managed accounts on a case-by-case basis and may allow such Clients to impose restrictions on investing in certain securities. The Adviser will provide investment advice directly to the Clients and not individually to investors in the Clients. The Adviser will not tailor advisory services to the individual needs of any Client’s underlying investors. As of December 31, 2025, the Adviser manages approximately $99,284,522 in regulatory assets under management on a discretionary basis. The Adviser does not manage any Client assets on a nondiscretionary basis.

The Management Fee will be prorated for any period that is less than a full quarter and will be adjusted for subscriptions and redemptions/withdrawals occurring during the quarter. The Funds will pay the Management Fee in U.S. dollars within ten days after the first business day of each calendar quarter. The Adviser, in its sole discretion, may, in effect, waive or reduce the Management Fee for investors that are members, employees, or affiliates of the General Partner (as defined below) or the Adviser, relatives of such persons, and for certain large or strategic investors. Incentive Allocation An affiliate of the Adviser that serves as general partner (the "General Partner") to the Credit Fund will receive an Incentive Allocation in amounts (i) equal to 10% and 15% (including realized and unrealized gains and losses) of the net profits attributable to each of the Credit Founders’ Series and Series A capital accounts, respectively, (the “Credit Fund Non-Hurdle Incentive Allocation”) and (ii) equal to 15% and 22.5% (including realized and unrealized gains and losses) of the net profits attributable to each of the Credit Founders’ Hurdle Series and Series A Hurdle sub-capital accounts, respectively (the “Credit Fund Hurdle Incentive Allocation”). The Incentive Allocation will be subject to a “loss carryforward” provision.

With respect to the Credit Fund Hurdle Incentive Allocation, the General Partner will receive an Incentive Allocation in an amount equal to the Incentive Allocation Percentage (as defined above) of the excess of the amount of net profits (or net losses) attributable to each Founders’ Hurdle Series sub-capital account or Series A Hurdle sub-capital account for the fiscal year over the Bloomberg US Aggregate Bond Index (“Credit Fund Hurdle Rate”) for such year, with such excess subject to reduction by the amount by which the Credit Hurdle Rate has exceeded net profits or losses (including unrealized gains and losses) attributable to each Credit Fund Founders’ Hurdle Series or Series A Hurdle capital account, as applicable (after deduction of all expenses, including the Management Fee), that has not been recouped subsequent thereto, if any (the “Credit Fund Hurdle Carryforward”). The General Partner, in its sole discretion, may waive or modify the Incentive Allocation for investors that are members, employees, or affiliates of the General Partner (as defined below) or the Adviser, relatives of such persons, and for certain large or strategic investors. Other Fees Earned and Expenses allocated by the Adviser The Adviser will render its services to the Funds at its own expense and will be responsible for its overhead expenses including: office rent; utilities; furniture and fixtures; stationery; secretarial/internal administrative services; salaries and bonuses; entertainment expenses; employee insurance; and payroll taxes. All other expenses will be paid by the Funds and will include: the Management Fee; Fund legal, administrator, audit, and accounting expenses (including third party accounting services); Fund compliance expenses (including expenses related to various filings (or portions thereof) made in managing the portfolio of the Funds, including Form PF); shareholder proxy voting services; organizational expenses; investment expenses such as commissions, research fees, and expenses (including researchrelated travel, meals, and lodging, and market data and similar services); interest on margin accounts and other indebtedness; borrowing charges on securities sold short; custodial fees; bank service fees; Fundrelated insurance costs (including D&O and E&O insurance for the Adviser and the General Partner, and, if applicable, outside directorship liability); directors' fees and expenses; and any other expenses reasonably related to the purchase, sale, or transmittal of the assets of the Funds.

The Adviser has adopted and implemented policies and procedures intended to address conflicts of interest relating to the management of multiple Client accounts, including accounts with multiple fee arrangements, and the allocation of investment opportunities. The Adviser will review investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts will also be regularly compared to determine whether there are any unexplained significant discrepancies. In addition, the Adviser’s procedures relating to the allocation of investment opportunities require that similarly managed accounts participate in investment opportunities pro-rata based on asset size, exposure levels, tax consequences, and stage of capital deployment. The procedures require that, to the extent orders are aggregated, the Client orders are

price-averaged. Finally, the Adviser’s procedures also require the objective allocation for limited opportunities (such as initial public offerings and private placements) to ensure fair and equitable allocation among accounts. These areas will be monitored by Andrew Katz, the Adviser’s Chief Compliance Officer (the “CCO”).

The Adviser will pursue relative value strategies by taking long positions in securities believed to be undervalued and short positions in securities believed to be overvalued. Growth. The Adviser will engage in a capital growth investment strategy wherein the Adviser will attempt to select securities of a company whose earnings the Adviser expects to grow at an aboveaverage rate compared to the company’s specific industry or the overall market. Hedging. The Adviser will utilize a variety of financial instruments such as derivatives, options, interest rate swaps, futures, and forward contracts for risk management purposes. Leverage. The Adviser's investment program will utilize a significant amount of leverage which will involve the borrowing of funds from brokerage firms, banks, and other institutions in order to be able to increase the amount of capital available for marketable securities investments. Option and Swap Trading. The Adviser will engage in option and/or swap trading investment strategies. Options and swaps are investments whose ultimate value is determined from the value of the underlying investment. Short Selling. The Adviser will engage in short selling strategies. In a short sale transaction, the Adviser sells a security it does not own in anticipation that the market price of that security will decline. The Adviser will make short sales (i) as a form of hedging to offset potential declines in long positions in similar securities, (ii) in order to maintain flexibility, and (iii) for profit.

Additionally, the Adviser will pursue high quality, risk-adjusted returns on investments by investing in single credit and structured credit real estate products. It will seek to achieve this by investing in commercial mortgage-backed securities (“CMBS”), asset-backed securities, commercial mortgage mezzanine loans and participations, whole residential and commercial mortgage loans and participations, real estate-related corporate and bank issued bonds, loans and participations, instruments representing the ownership and cash flows from or financing of carious real estate-related assets, and loan acquisitions and other loan-related activities. These methods, strategies, and investments involve t h e risk of loss to Clients, and Clients must be prepared to bear the loss of their entire investment. The material risks associated with the Adviser’s investment strategies are set forth below. Issuer-Specific Changes. Changes in the financial condition of an issuer or counterparty, changes in specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can increase the risk of default by an issuer or counterparty, which can affect a security's or instrument's value. The value of securities of smaller, less well-known issuers can be more volatile than that of larger issuers. Smaller issuers can have more limited product lines, markets, or financial resources. Relative Value Risk. In the event that the perceived mispricing’s underlying the Adviser’s relative value trading positions were to fail to converge toward, or were to diverge further from, relationships expected by the Adviser, Client accounts may incur a loss. Leverage. Performance may be more volatile if a Client’s account employs leverage. Short Selling Risk. The Adviser’s investment program may include a significant amount of short selling. Short selling transactions expose Clients to the risk of loss in an amount greater than the initial investment, and such losses can increase rapidly and without effective limit. There is the risk that the securities borrowed by the Adviser in connection with a short sale would need to be returned to the securities lender on short notice. If such request for return of securities occurs at a time when other short sellers of the subject security are receiving similar requests, a “short squeeze” can occur, wherein the Adviser might be compelled, at the most disadvantageous time, to replace the borrowed securities previously sold short with purchases on the open market, possibly at prices significantly in excess of the proceeds received earlier. Lack of Diversification. Client accounts will not be diversified among a wide range of types of securities, countries, or industry sectors. Accordingly, Client portfolios will be subject to more rapid change in value than would be the case if the Adviser were required to maintain a wider diversification among types of securities and other instruments. Hedging. There can be no assurances that a particular hedge will be appropriate, or that certain risks will be measured properly. Further, while the Adviser may enter into hedging transactions to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk for the Adviser’s investment portfolios than if the Adviser did not engage in any such hedging transactions. Interest Rate Risks. Generally, the value of fixed-income securities changes inversely with changes in interest rates. As interest rates rise, the market value of fixed-income securities tends to decrease. Conversely, as interest rates fall, the market value of fixed-income securities tends to increase. This risk is greater for long-term securities than for short-term securities.

Risks Associated with Types of Securities that are Primarily Recommended (Including Significant or Unusual Risks): Fixed-Income and Debt Securities. Investment in fixed-income and debt securities such as bonds, notes, and asset-backed securities, subject a Client’s portfolios to the risk that the value of these securities overall will decline because of rising interest rates. Similarly, portfolios that hold such securities are subject to the risk that the portfolio’s income will decline because of falling interest rates. Investments in these types of securities will also be subject to the credit risk created when a debt issuer fails to pay interest and principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of that debt to decline. Lastly, investments in debt securities will also subject the investments to the risk that the securities may fluctuate more in price, and are less liquid than higher-rated securities because issuers of such lower-rated debt securities are not as strong financially, and are more likely to encounter financial difficulties and be more vulnerable to adverse changes in the economy. Commercial Mortgage-Backed Securities. Certain Clients will invest in tranches of CMBS, ranging from the most senior tranches to the most subordinated tranches, any of which may be unrated. The collateral underlying CMBS generally consists of mortgage loans secured by income-producing property. The performance of a commercial mortgage loan and the market value of a commercial property both depend primarily on the net income generated by the underlying mortgaged property. As a result, income generation will affect both the likelihood of default and the severity of losses with respect to a commercial mortgage loan. Successful management and operation of the related business (including property management decisions, such as pricing, maintenance and capital improvements) will have a significant impact on the performance of commercial mortgage loans. Issues such as tenant mix, success of tenant business, property location and condition, competition, increases in interest rates, real estate taxes and other operational expenses, general or local economic conditions and/or specific industry segments, declines in real estate values, declines in rental or occupancy rates, civil disturbances, changes in governmental rules, regulations and fiscal policies, acts of God, social unrest and insurance coverage are among the factors that may impact both performance and market value. The value of commercial real estate is also subject to limitations on remedies imposed by bankruptcy laws and state laws regarding foreclosures and rights of redemption. Residential Mortgage-Backed Securities. Investing in residential mortgage-backed securities (“RMBS”) involves the general risks typically associated with investing in traditional fixed-income securities (including interest rate and credit risk) and certain additional risks and special considerations (including the risk of principal prepayment and the risk of investing in real estate). Mortgage-backed securities generally provide for the payment of interest and principal on the mortgage-backed securities on a frequent basis, and there also exists the possibility, particularly with respect to RMBS, that principal may be prepaid at any time due to, among other reasons, prepayments on the underlying mortgage loans or other assets. As a result of prepayments, a Client may be required to reinvest assets at an inopportune time, which may expose a Client to a lower rate of return. The rate of prepayments on underlying mortgages affects the price and volatility of a mortgage-backed security, and may have the effect of shortening or extending the effective maturity beyond what was anticipated. Further, different types of mortgage-backed securities are subject to varying degrees of prepayment risk. Additionally, the risks of investing in such instruments reflect the risks of investing in real estate securing the underlying loans, including the effect of local and other economic conditions, the ability of tenants to make payments and the ability to attract and retain tenants. Derivatives. Swaps, certain options, and other custom derivative or synthetic instruments are subject to the risk of nonperformance by the counterparty to such instrument, including risks relating to

the financial soundness and creditworthiness of the counterparty. In addition, investments in derivative instruments require a high degree of leverage, meaning the overall contract value (and, accordingly, the potential for profits or losses in that value) is much greater than the modest deposit used to buy the position in the derivative contract. Derivative securities can also be highly volatile. The prices of derivative instruments and the investments underlying the derivative instruments may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions, none of which can be controlled by Clients or the Adviser. Further, transactions in derivative instruments are not undertaken on recognized exchanges and will expose a Client’s account to greater risks than regulated exchange transactions that provide greater liquidity and more accurate valuation of securities. Real Estate Sector Risks. Investments in real estate-related securities and/or derivatives thereof are subject to the risks incident to the ownership and operation of real estate generally. Some of the risks associated with such investments are decreases in real estate values, risks related to general and local economic conditions, dependency on management skill, heavy cash flow dependency, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, regulatory limitations on rents, fluctuations in rental income, changes in neighborhood values and the appeal of properties to tenants and changes in interest rates. In addition, future regulatory changes in the real estate sector, including changes to the tax treatment of the investments in such sector, may impact the Client adversely. There is no guarantee that the Adviser will be able to adequately anticipate or react to these various risks and vulnerabilities. Security Futures and Options. In connection with the use of futures contracts and options, there may be an imperfect correlation between the change in the market value of a security and the prices of the futures contracts and options in the Client’s account. In addition, the Adviser’s investments in security futures and options may encounter a lack of a liquid secondary market for a futures contract and the resulting inability to close a futures position prior to its maturity date. Commodity Futures and Options. Commodity futures markets are highly volatile and are influenced by factors such as changing supply and demand relationships, governmental programs and policies, national and international political and economic events, and changes in interest rates. In addition, because of the low margin deposits normally required in commodity futures trading, a high degree of leverage may be typical of a pooled investment vehicle engaging in commodity futures trading. As a result, a relatively small price movement in a commodity futures contract may result in substantial losses to such a pooled investment vehicle. Commodity options, like commodity futures contracts, are speculative and their use involves risk. Specific market movements of the cash commodity or futures contract underlying an option cannot be predicted, and no assurance can be given that a liquid offset market will exist for any particular futures option at any particular time. Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. REITs. REITs are affected by underlying real estate values, which may have an exaggerated

effect to the extent that REITs in which the Adviser invests concentrate investments in particular geographic regions or property types. Investments in REITs are also subject to the risk of interest rate volatility. Further, rising interest rates will cause investors in REITs to demand a higher annual yield from future distributions, which will in turn decrease market prices for equity securities issued by REITs. REITs are subject to risks inherent in operating and financing a limited number of projects because they are dependent upon specialized management skills, and have limited diversification. REITs depend generally on their ability to generate cash flow to make distributions to investors. CMBS. Mortgage loans on commercial properties are often structured so that a substantial portion of the loan principal is not amortized over the loan term, but is payable at maturity, and repayment of the loan principal thus often depends upon the future availability of real estate financing from the existing or an alternative lender and/or upon the current value and salability of the real estate. Therefore, the unavailability of real estate financing may lead to default. Most commercial mortgage loans underlying CMBS are effectively nonrecourse obligations of the borrower, meaning that there is no recourse against the borrower's assets other than the collateral, except in cases of borrowers acting fraudulently or otherwise illegally. If borrowers are unable or willing to refinance or dispose of encumbered property to pay the principal and interest owed on such mortgage loans, payments on the CMBS are likely to be adversely affected to some degree depending upon the seniority of the notes within a securitization’s capital structure. The ultimate extent of the loss, if any, to the subordinated classes of CMBS may only be determined after a negotiated discounted settlement, restructuring or sale of the mortgage note, or the foreclosure (or deed in lieu of foreclosure) of the mortgage encumbering the property and subsequent liquidation of the property. Foreclosure can be costly and delayed by litigation and/or bankruptcy. Factors such as the property's location, the legal status of title to the property, its physical condition and financial performance, environmental risks and governmental disclosure requirements with respect to the condition of the property may make a third party unwilling to purchase the property at a foreclosure sale or to pay a price sufficient to satisfy the obligations with respect to the related CMBS. Revenues from the assets underlying such CMBS may be retained by the borrower, and the return on investment may be used to make payments to others, maintain insurance coverage, pay taxes or pay maintenance costs. Such diverted revenue is generally not recoverable without a court-appointed receiver to control collateral cash flow. Prepayment Risk. Prepayment risks on the underlying mortgage loans will affect the average life of the offered certificates; and the rate and timing of those prepayments may be highly unpredictable. Payments of principal and/or interest on the offered certificates will depend upon, among other things, the rate and timing of payments on the underlying mortgage loans. Prepayments on the underlying mortgage loans in a loan group may result in a faster rate of principal payments on the related class of certificates, thereby resulting in a shorter average life for the offered certificates than if those prepayments had not occurred. The rate and timing of principal prepayments on pools of mortgage loans is influenced by a variety of economic, demographic, geographic, social, tax, and legal factors. Prepayments may also occur as a result of a casualty or condemnation event. In addition, prepayments may occur in connection with a permitted partial release of a mortgaged real property. Further, any repurchase of an underlying mortgage loan by the mortgage loan seller due to a defect or breach of a representation or warranty will have the same effect as a prepayment of such underlying mortgage loan. Accordingly, the Adviser cannot predict the rate and timing of principal prepayments on the underlying mortgage loans. As a result, repayment of the offered certificates could occur significantly earlier or later, and the average life of the offered certificates could be significantly shorter or longer, than expected. Changes in Mortgage Pool Composition. The underlying mortgage loans will amortize at different rates and mature on different dates. In addition, some of those mortgage loans may be prepaid or liquidated. As a result, the relative composition of the mortgage pool as a whole will change over time and may become very non-diversified. Further, as payments and other collections of principal are received with respect to

the underlying mortgage loans, the remaining mortgage pool backing the certificates may exhibit an increased concentration with respect to number and affiliation of borrowers and geographic location. High Yield Securities. A Client may invest in “high yield” securities that are rated in the lower rating categories by the various credit rating agencies (or in comparable non-rated securities). Securities in the lower rating categories are subject to greater risk of loss of principal and interest than higher-rated securities and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. They are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. Because investors generally perceive that there are greater risks associated with the lower-rated securities, the yields and prices of such securities may tend to fluctuate more than those for higher-rated securities. The market for lowerrated securities is thinner and less active than that for higher-rated securities, which can adversely affect the prices at which these securities can be sold. Less Liquid Securities. Clients may invest in less liquid securities, including certain illiquid privately-offered securities. The Adviser may find it more difficult to readily dispose of these investments in the ordinary course of business. In addition, some of these investments may not have an established trading market. In the absence of an established trading market, the Adviser will, in accordance with its valuation policies then in effect, value such investments in good faith at each time the value of the Client’s net assets is determined. Accordingly, the value of the Client’s net assets may be based in part on the valuations made by the Adviser without reference to an established trading market for such investments. Distressed Investments. Clients may invest in financial instruments and obligations of troubled companies that may result in significant returns, but which involve a substantial degree of risk. The Client may lose its entire investment in a troubled company, may be required to accept cash or securities with a value less than the Client’s investment, and may be prohibited from exercising certain rights with respect to such investment. Troubled company investments may not show any returns for a considerable period of time. Funding a plan of reorganization involves additional risks, including risks associated with equity ownership in the reorganized entity. Troubled company investments may be adversely affected by state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability, and the Bankruptcy Court’s discretionary power to disallow, subordinate, or disenfranchise particular claims. Investments in securities and private claims of troubled companies made in connection with an attempt to influence a restructuring proposal or plan of reorganization in a bankruptcy case may also involve substantial litigation. Clients may have investments in companies involved in (or the target of) acquisition attempts or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies, and similar transactions. In any investment opportunity involving any such type of business enterprise, there exists the risk that the transaction in which such business enterprise is involved either will be unsuccessful, take considerable time, or result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Client of the security, or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Client may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Client may invest, there is a potential risk of loss by the Client of its entire investment in such companies.

For example, such terms and conditions may provide for special rights to make future investments in the applicable Fund, other investment vehicles, or managed accounts; special redemption rights, relating to frequency or notice; a waiver or rebate of fees or redemption penalties to be paid by the limited partner or shareholder and/or other terms; rights to receive reports from the partnership on a more frequent basis or that include information not provided to other limited partners or shareholders (including, without limitation, more detailed information regarding portfolio positions); and such other rights as may be negotiated by the applicable Fund and such limited partners or shareholders. The modifications are solely at the discretion of the applicable Fund and may, among other things, be based on the size of the limited partner’s or shareholder's investment in the applicable Fund, an agreement by a limited partner or shareholder to maintain such investment in such Fund for a significant period of time, or other similar commitment by a limited partner or shareholder to the applicable Fund.

The Adviser, in the course of its investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of Clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a Client. The Adviser will maintain and enforce written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser will be meeting its obligations to Clients and remains in compliance with applicable law. In certain circumstances, the Adviser may come into possession of certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell, or hold a security, but the Adviser will be prohibited from communicating such information to the Client or using such information for the Client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the Client for not disclosing such information to the Client (or the fact that the Adviser possesses such information), or not using such information for the Client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. As a general matter, the Adviser’s personnel are not permitted to purchase or sell, in a personal capacity, commercial mortgage-backed securities, nor are personnel permitted to participate in initial public offerings (“IPOs”) or private offerings, such as a hedge fund or private equity fund, without the approval of the CCO. While other personal securities transactions are permitted, such transactions are reviewed on at least a quarterly basis, in accordance with the Code. The CCO may make an exception to this general policy under certain circumstances.

It will not be the Adviser's practice to negotiate “execution-only” commission rates, thus a Client may be deemed to be paying for research, brokerage, or other services provided by a broker-dealer which are included in the commission rate. The CCO and the Adviser’s portfolio managers and traders will meet periodically to evaluate the broker-dealers used by the Adviser to execute Client trades using the foregoing factors. The Adviser may receive research or other products or services other than execution from brokerdealers in connection with Client securities transactions. This is known as a “soft dollar” relationship. The Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services that constitute research and brokerage within the meaning of Section 28(e) of the Securities Exchange Act of 1934 (“Section 28(e)”). Research services within Section 28(e) may include, but are not limited to, research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data, and economic data); advice from broker-dealers on order execution; and certain proxy services. Brokerage services within Section 28(e) may include, but are not limited to services related to the execution, clearing, and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an adviser and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post-trade matching of trade information; and services required by the SEC or a self-regulatory organization such as comparison services, electronic confirms, or trade affirmations. When the Adviser uses Client commissions to obtain Section 28(e) eligible research and brokerage products and services, the CCO, traders, and portfolio managers, among others, will meet periodically to review and evaluate its soft dollar practices and to determine in good faith whether, with respect to any research or other products or services received from a broker-dealer, the commissions used to obtain those products and services were reasonable in relation to the value of the brokerage, research, or other products or services provided by the broker-dealer. This determination will be viewed in terms of either the specific transaction or the Adviser’s overall responsibilities to the accounts or portfolios over which the Adviser exercises investment discretion. The use of Client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself. This creates an incentive for the Adviser to select or recommend a brokerdealer based on its interest in receiving those products and services. The Adviser may cause Clients to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for Clients.

Research and brokerage services obtained by the use of commissions arising from a Client's portfolio transactions may be used by the Adviser in its other investment activities, including, for the benefit of other Client accounts. The Adviser will seek to allocate soft dollar benefits to Client accounts proportionately to the soft dollar credits the accounts generate. From time to time the Adviser may participate in capital introduction programs arranged by broker-dealers, including firms that serve as prime brokers to a private fund managed by the Adviser or recommend these private funds as an investment to Clients. The Adviser may place Client portfolio transactions with firms who have made such recommendations or provided capital introduction opportunities, if the Adviser determines that it is otherwise consistent with seeking best execution. In no event will the Adviser select a broker-dealer as a means of remuneration for recommending the Adviser or any other product managed by the Adviser (or an affiliate) or affording the Adviser with the opportunity to participate in capital introduction programs. The Adviser may purchase or sell the same security for multiple Clients contemporaneously at or near the same time. It will be the Adviser's practice, where possible, to aggregate Client orders for the purchase or sale of the same security submitted at or near the same time. Such aggregation may enable the Adviser to obtain for Clients a more favorable price or a better commission rate based upon the volume of a particular transaction. When an aggregated order is completely filled, the Adviser will allocate the securities purchased or proceeds of sale pro-rata among the participating accounts, based on the purchase or sale order. Adjustments or changes may be made under certain circumstances, such as to avoid odd lots or excessively small allocations. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. If an aggregated order is only partially filled, the Adviser's procedures will provide that the securities or proceeds are to be allocated in a manner deemed fair and equitable to Clients. Depending on the investment strategy pursued and the type of security, this may result in a pro-rata allocation to all participating Clients.

Unless otherwise instructed or directed by a discretionary Client, the Adviser will have the authority to determine (i) the securities to be purchased and sold for the Client account (subject to restrictions on its activities set forth in the applicable investment management agreement and any written investment guidelines) and (ii) the amount of securities to be purchased or sold for the Client account. Because of the differences in Client investment objectives and strategies, risk tolerances, tax status, and other criteria, there may be differences among Clients in invested positions and securities held. The Adviser’s portfolio managers will submit an allocation statement to the Adviser’s trading desk describing the allocation of securities to (or from) Client accounts for each trade/order submitted. The portfolio managers may consider the following factors, among others, in allocating securities among Clients: (i) Client investment objectives and strategies; (ii) Client risk profiles; (iii) tax status and restrictions placed on a Client's portfolio by the Client or by applicable law; (iv) size of the Client’s account; (v) nature and liquidity of the security to be allocated; (vi) size of available position; (vii) current market conditions; and (viii) account liquidity, account requirements for liquidity, and timing of cash flows. Although it is the Adviser’s policy to allocate investment opportunities to eligible Client accounts on a pro-rata basis (based on the value of the assets of each participating account relative to the value of the assets of all participating accounts), these factors may lead a portfolio manager to allocate securities to Client accounts in varying amounts. Even Client accounts that will be typically managed on a pari passu basis may, from time to time, receive differing allocations of securities based on total assets of each account eligible to invest in the particular investment type divided by the total assets of all accounts eligible to invest in the particular investment. The Adviser may effect cross transactions between discretionary Client accounts, except as otherwise noted below. Cross transactions enable the Adviser to effect a trade between two Clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through an entrance into the market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions. Cross transactions between Client accounts will not be permitted if they would constitute principal trades or trades for which the Adviser or its affiliates are compensated as a broker unless Client consent has been obtained based upon written disclosure to the Client of the capacity in which the Adviser or its affiliates will act. In addition, cross transactions will not be permitted for benefit plans or other similar accounts that are subject to ERISA. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches

of investment guidelines and restrictions occur, the Adviser's error correction procedure is to ensure that Clients are treated fairly and, following error correction, are in the same position they would have been if the error had not occurred. The Adviser will have the discretion to resolve a particular error in any appropriate manner that is consistent with the above- stated policy. In the event that a Client account incurs a trade error as a result of the Adviser’s gross negligence, willful misconduct, or fraud, trade errors will be corrected by the Adviser as soon as practicable, in a manner such that the Client incurs no loss. Trade errors that result other than by breach of the standard of care above are borne by the Client account.

The Adviser will not make any qualitative judgment regarding its Client’s investments. Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a Client’s proxies, by contacting the CCO by email at akatz@waterfrontcp.com or by telephone at (212) 554-4089. If the Adviser receives proxies related to a Client's securities and the Adviser is not responsible for voting such proxies, the Adviser shall make arrangements with the Client's custodian or take such other steps to ensure that the Client timely receives such proxies. Unless the power to vote proxies for a Client is reserved to that Client (or in the case of an employee benefit plan, the plan's trustee, or other fiduciaries), the Adviser will be responsible for voting the proxies related to that account. With respect to any questions about a particular situation, Clients can contact the CCO by email at akatz@waterfrontcp.com or by telephone at (212) 554-4089.