O'Brien-Staley Partners: investment adviser

OSP primarily serves as the investment manager to value investment vehicles (the “Value Funds”) which invest with a value investment bias in unloved or out-of-favor assets. These opportunities are primarily composed of commercial and industrial (“C&I”), small- and medium-sized enterprises and commercial real estate credits (“CRE”). Entities affiliated with OSP act as the general partners of the Value Funds (the “Funds” or each a “Fund”). The Funds are pooled investment vehicles operating as private funds that are exempt from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Value Funds are organized as Delaware limited partnerships, while the Impact Strategy is organized as a Minnesota limited liability company. The Funds are “lock-up” funds that do not provide investors with redemption rights prior to dissolution. As of December 31, 2025, the amount of regulatory assets OSP manages on a discretionary basis is $1,427,581,972, and when combined with the amount of regulatory assets that OSP manages for its prop book is $1,450,883,960.

Additionally, consistent with the respective organizational documents of the Value Funds, each Fund typically bears certain out-of-pocket expenses incurred by the Fund and the Adviser in connection with the services provided to the Fund. The “Management Fee” is calculated and payable quarterly in advance. Until the termination of a Fund’s reinvestment period, the Management Fee is calculated based on a percentage of the capital commitments of investors in the Fund, while after the termination of the investment period, the Management Fee is calculated based upon the lesser of a percentage of the capital commitments of investors in the Fund and the current value of investors’ capital account balances. The current value of investors’ capital account balances is calculated based on the Valuation Policy disclosed in the respective organizational documents of each Fund. OSP reserves the right, at its sole discretion, to waive, reduce or calculate differently the Management Fees for certain investors in a Value Fund, including persons affiliated with OSP. “Carried Interest” is paid to the affiliated general partner of each Value Fund based upon the performance of investments in the Fund subject to a preferred rate of return and “clawback” provision. The calculation of this performance compensation is described more fully in the relevant Fund organizational documents. OSP reserves the right, at its sole discretion, to waive, reduce or calculate differently the performance allocation for any investor, including persons affiliated with OSP. Expenses Organizational and operational expenses of the Funds are allocated to each Fund and investors as set forth in the organizational documents of the respective Fund. The Funds shall pay (or reimburse the general partner or Adviser) for all reasonable organizational and start-up expenses incurred by OSP or its affiliates on behalf of the respective Fund(s). Fund expenses shall include but not be limited to interest on borrowings, payments made under and expenses related to

hedging transactions, OSP’s management fee, legal, consulting, accounting, auditing, reporting and financial statement and tax preparation expenses, out-of-pocket expenses relating to the acquisition, holding and disposition of investments, expenses incurred in connection with transactions whether or not consummated and other customary and extraordinary expenses, including but not limited to indemnification and litigation, interest payments on indebtedness and other borrowing charges, administrator fees and expenses, custodian fees and expenses, taxes, telecommunication, research expenses including Bloomberg terminals, brokerage fees and commissions, insurance premiums and certain other expenses. Fund expenses shall also include any expenses directly attributable to the formation, operation or administration of any alternative investment vehicle utilized by the Funds as well as expenses related to any annual meeting of investors in a Fund. Allocation of Expenses OSP seeks to allocate expenses attributable to more than one Fund in a fair and equitable manner, taking into account the extent to which each Fund benefits from the particular product or service. Depending upon the nature of the expense, it could be allocated in proportion to the Fund’s net asset value or the relative benefit derived by the Fund (or relative participation in an investment, if the expense is related to such investment), equally among all participating Funds or in another manner that OSP deems fair and equitable.

Generally, and except as may be otherwise set forth in the organizational documents of the Value Funds, this conflict is mitigated by (i) certain limitations on the ability of OSP to establish new investment funds, (ii) contractual provisions or policies requiring certain Funds and affiliates to purchase and sell investments contemporaneously, (iii) contractual provisions and procedures setting forth investment allocation requirements and limitations, and/or (iv) provisions requiring the general partners to invest a certain minimum amount in the Funds and restrictions on the distribution of performance compensation until after a preferred rate of return is achieved. Please also see Item 11 below regarding allocation for additional information relating to how conflicts of interests are generally addressed by OSP.

Investments for the Value Funds will typically be limited to opportunities located in the United States and its territories and/or Canada as specified in the respective Fund’s organizational documents. OSP generally targets well-secured, cash flow positive borrowers, notes or properties that can be acquired at a discount to their intrinsic value (and therefore achieve attractive risk-adjusted returns) due to sellers' idiosyncratic regulatory or capital markets situations. Investments will also span sub-performing or under-collateralized borrowers, notes or properties acquired at an appropriate discount. OSP aims to manage both the credits and special servicing relationships necessary to unlock the potential intrinsic value of investments. From time to time, investments may include certain defunct borrowers, notes, or properties without any credible prospect of rehabilitation where the potential return for the Fund is predicated upon ancillary claims against guarantors, inter-creditor parties, or insurance companies or upon other administrative processes. Methods of Analysis & Risk Management OSP focuses on credit-intensive, fundamental value investing in private credits. OSP’s view is that each investment is a compound strategy that focuses on (1) the underlying credit and (2) the servicing solution necessary to preserve or unlock potential value. OSP does not specifically target control of companies, but rather will seek active control of the resolution process. OSP believes that its investment team's experience enables it to manage both the credits and special servicing relationships necessary to unlock intrinsic values and exploit servicing arbitrages.

OSP relies upon a variety of financial models and analyses to evaluate potential investment opportunities. Prior to submittal of a final bid for a particular investment opportunity, OSP creates approval documents that generally include the following:

Investment approval sheet

Scenario pricing sheet

As applicable, a map and photos of the investment opportunity

As applicable, large asset write-ups

Cash flow model(s)

Investment approval sign-off by OSP’s Lead Investment Manager and Chief Investment Officer with operational and risk review acknowledgement by Chief Financial Officer, Chief Operating Officer, and Risk Manager.

Any proposed investments in excess of a Fund’s investment threshold or trades that do not comply with a Fund’s investment restrictions (both of which are referenced in the respective Fund’s offering documents) require supplemental signature of the Risk Committee Chair. Since many of the risks borne by the Funds are idiosyncratic, OSP’s risk management process begins with opportunity identification and screening followed by due diligence scoping and execution, all led by the investment team and Chief Investment Officer. OSP seeks to control portfolio risk via:

diversification: diversification across investment strategies, instruments, geography, and time (meaning expected maturity, holding period, vintage of investment);

leverage: non-recourse leverage may be selectively used to reduce a Fund's exposure to a specific concentration; and

hedging: although private investments do not have perfect hedges, the firm may from time-to-time hedge interest rates, macroeconomics, and currency risk.

Ongoing risk analysis and operational controls are performed by the Risk Manager, Chief Financial Officer, and Chief Operating Officer including review of performance versus underwriting expectations, measurement, identification and communication of exposure concentrations, liquidity monitoring, and scenario planning.

Primary Risks The following list of risk factors does not purport to be a complete itemization or analysis of the risks associated with investment in the Funds:

An investment in the Funds is speculative and involves risk of loss of capital. No guarantee or representation is made that the Funds or any investment will achieve their investment objectives or be able to avoid loss.

The Funds are not registered under the Investment Company Act. None of the investor protections or adviser restrictions provided under the Act will be applicable to the Funds.

The Funds may be unable to make committed investments if any of its Investors fail to make required capital contributions -- subjecting the Funds to potential damages for breach of contract.

Interests are not assignable or transferable without the prior consent of the general partner, which consent may be withheld in the sole and absolute discretion of the general partner.

Many of the investments OSP anticipates making on behalf of the Funds are without liquid market quotations and are therefore inherently uncertain, may fluctuate, and may be based on imperfect estimates. As a result, periodic determinations of fair value may differ materially from the values that would result if a ready market existed. There is no assurance or guarantee that the investment values that are recorded from time to time will ultimately be realized.

Loans and loan portfolios generally entail bearing credit and interest rate risk and may also include idiosyncratic transaction risks such as improper recordation of liens, incomplete documentation, inability to secure title, servicing transfer error, and ineffective loan servicing. Lender liability risk exists to the extent a noteholder (or its agent) exercises inappropriate control over a debtor, resulting in subordination or counterclaims that could exceed the value of the original investment. Real estate related risks include failure to perform as expected including operating and leasing expectations, timing and value of sales, changes in local economic conditions or supply-demand equilibrium, changes in interest rates or availability of mortgage financing, government laws or regulations, as well as various uninsured risks such as acts of God or natural disaster.

The Funds' investments may involve high-risk positions, may be illiquid, may be in distressed investments and may involve highly speculative investment strategies. Markets for Funds' investments may fluctuate with changes in the yield curve, credit spreads, general economic conditions, particular industry performance and the financial markets in general, among other things. Furthermore, while it is expected that Funds’ investments will be liquidated by OSP through sale or redemption, OSP may cause the Funds to distribute in-kind the Funds’ investments, including loans, or participations therein to investors upon dissolution of a Fund.

The availability of investment opportunities will be subject to market conditions and in some cases the prevailing political or regulatory climate. There is no assurance the Funds will be able to invest all of its capital in opportunities that satisfy the Funds' investment objective.

While OSP monitors the risk of the Funds’ portfolios, a Fund could become heavily concentrated in one industry, sector, strategy or geographic region and such concentration could increase losses suffered by the Fund.

The Funds may invest in assets jointly with third parties including special servicers, property managers or other investors who participate in the identification, acquisition, renovation, or other activities related to investments for the Funds.

The Funds rely upon a variety of financial models and analyses to evaluate its investment opportunities. To the extent a model is inaccurate or is predicated upon incorrect assumptions or judgment, the Funds can suffer losses.

The Funds will make investments for which no liquid and efficient market exists such that the market is volatile and the Funds may not be able to sell such investments when it desires or a price it perceives to be fair value.

Significant Fund Investment Strategy Risks

Investments in Distressed Companies: A portion of the Funds’ investments may consist of credits of companies that are experiencing operational, financial, or other difficulties. There is no assurance that any of the credits of distressed companies in which the Funds invest will achieve a level of profitability over any immediate or extended period of time. There is also no assurance that the Funds will be able to exit successfully or in a timely fashion from its Investments.

Bank Loans: Bank loans acquired by the Funds may consist of out-of-favor or orphaned loans and participations originated by banks and other financial institutions, be below investment grade and may not be rated and may have limited resale potential. As a result, unless OSP is able to identify an exit strategy on behalf of the Funds, it may be required to hold such loans for extended periods.

Commercial Mortgage Loans: A portion of Fund investments may consist of both owneroccupied and non-owner-occupied commercial mortgages on real property or interests therein having a multifamily or commercial use. Commercial mortgages are subject to particular risks, including lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially the entire principal only at maturity rather than through regular amortization of principal. Additional risks may be presented by the type and use of a particular commercial property.

High-Yield Securities: A portion of Fund investments may consist of investments characterized as “high-yield securities”. Such securities are generally rated below investment-grade by one or more nationally recognized statistical rating organizations or will be unrated but of comparable credit quality to obligations rated below investmentgrade and have greater credit risk and liquidity risk than more highly rated obligations. High-yield securities are generally unsecured and may be subordinate to other obligations of the issuer.

Residential Mortgage Loans: A portion of Funds investments may consist of mortgage loans secured by residential properties. The ability of a consumer borrower to repay a mortgage loan secured by residential property is typically dependent primarily upon the income or assets of the borrower.

General Real Estate Risks: Real property investments are subject to various risks. The return from investments in real estate depends on the amount of income earned and capital appreciation generated by the relevant properties as well as the expenses incurred by such properties. If any of the Funds’ real estate related credits do not generate income sufficient to meet operating expenses, the Funds’ investments could be adversely affected.

Bankruptcy Proceedings: Given the nature of the Funds’ Investments, the issuers of certain private credits may become the subject of non-consensual (or consensual) bankruptcy proceedings, some of which may be unexpected. In such situations, the Fund’s investments may be impacted by decisions of bankruptcy courts which challenge

the enforceability of any collateral held by the Funds, or which may be otherwise materially adverse to the Funds. In addition, the Funds may be materially adversely affected by the duration of the bankruptcy process.

Cyber Security Breaches and Identity Theft: Cyber security breaches and identity theft includes the risk of significant interruptions to the operations of OSP and the Funds, and the risk that the security of sensitive data could be compromised (including confidential information relating to investors and their beneficial owners).

Investors should review each relevant Fund’s offering documents for a full description of the various risks faced by the Fund in executing its investment strategy. Investing in securities involves risk of loss that clients and Fund investors should be prepared to bear.

Separately, OSP has common ownership with another affiliate: AmeriNational Community Services, LLC (“AmeriNat”), a Minnesota headquartered loan servicing, asset management, financial services, and bank holding company. AmeriNat wholly owns First Bank and Trust Company of Illinois (“FB&T”) a community bank in Palatine, Illinois (together ADM and OSPI, AmeriNat and FB&T are the “Affiliated Companies”). AmeriNat, ADM, and OSPI currently provide services to the Funds and unaffiliated entities, while FB&T do not currently provide services to the Funds but may do so in the future. OSP derives a financial benefit from the Affiliated Companies. Consequently, when choosing a service provider OSP has an incentive to recommend or select an Affiliated Company because of its financial or other business interest despite whether an unaffiliated provider is more qualified to provide the applicable services and/or can provide such services at a lesser cost. However, this conflict may be tempered by the detriment poor performance or the inability to perform would cause to the serviced assets or portfolios resulting in reduced performance of the Value Funds and thus the fees earned. Similarly, conflicts could arise if an Affiliated Company breaches its servicing agreement, or otherwise fails to perform its responsibilities adequately, resulting in harm or damages to the Value Funds. In this type of situation OSP would have a potential conflict in determining what action to take against an Affiliated Company, if any. In order to mitigate these conflicts, OSP monitors the performance of all asset managers and other key service providers and conducts periodic audits to ensure compliance with performance targets and contractual obligations. OSP applies the same standards in considering and monitoring Affiliated Companies as it does when considering and monitoring unaffiliated key service providers.

The Code is designed to ensure that the personal securities transactions, activities, and interests of OSP’s Access Persons will not materially interfere with (i) making decisions in the best interest of the Funds and (ii) implementing such decisions while, at the same time, allowing Access Persons to invest for their own accounts. Further, the Code specifies that Access Persons (i) will not trade either in their personal accounts or on behalf of clients on the basis of material nonpublic information, and (ii) will refrain from trading in securities that the Chief Compliance Officer and management deem to pose a potential conflict of interest. Under the Code certain classes of securities and transactions have been designated as exempt securities or transactions based upon a determination that these would not materially interfere with the best interest of clients. In addition, the Code requires pre-clearance of certain transactions such as IPOs and limited offerings. Employee trading is monitored by the Chief Compliance Officer or his delegate, to reasonably detect and prevent conflicts of interest between OSP and its advisory clients. Among others, the Code requires supervised persons to:

Comply with the federal securities laws, certify that they have read and understand the Code and report any violations of the Code to the Chief Compliance Officer; and

Not inappropriately use their position for a personal benefit.

Employees who violate the Code and OSP’s Compliance Manual may be subject to disciplinary action including, but not limited to, written warnings, fines, and termination of employment. OSP will provide a copy of its Code of Ethics to any investor or prospective investor in the Funds, upon written request made to the Chief Compliance Officer, at OSP’s main office location.

Participation in Client Transactions OSP and the affiliated general partners have pecuniary interests in the Funds and receive a management fee and a performance allocation, respectively, for their services to the Funds. OSP, its employees, or related persons may also invest directly in the Funds, and such investments typically are not subject to the management fee or incentive allocation described in Item 5 above. The fact that OSP, its affiliates, and related persons have a financial ownership interest in the Funds creates a potential conflict in that it could cause OSP to make different investment decisions than if there was no such financial ownership interest. Further, OSP charges its clients fees based on a percentage of assets under management and performance via incentive allocation. The management fee is payable without regard to the overall success or income earned by Funds. The receipt of a performance allocation may create an incentive for OSP to make investments that are riskier or more speculative than it otherwise would. Moreover, at any time, OSP may, in its sole discretion, provide one or more investors or other persons with the opportunity to co-invest on a side-by-side basis with a Value Fund on such terms as OSP deems appropriate. Any offer to participate in a co-investment opportunity may be made to such persons (and only such persons) in such proportions and on such terms as OSP shall determine in its sole discretion. Investing in a Value Fund does not guarantee any right to participate in any co-investment opportunities. Conflicts of Interest OSP, its employees, and other related persons engage in a broad range of activities, including investment activities for their own account. OSP and its employees may make investments apart from the Funds, which for regulatory and/or investment strategy reasons are not appropriate for the Funds. Any such investments will be disclosed to the Fund or its Advisory Committee (as described below). Furthermore, unless otherwise disclosed to a Fund or its Advisory Committee, neither the Adviser nor any of its related persons recommend to any Fund investments in which the Adviser or any of its related persons have a material financial interest. In the ordinary course of conducting its activities, the interests of a Fund will, from time-to-time, conflict with the interests of the Adviser, other Funds, or their respective affiliates and investors. Certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below.

Resolution of Conflicts In the case of all conflicts of interest, OSP’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, in its sole discretion. In resolving conflicts, OSP will consider various factors, including the interests of the applicable Fund(s) or investors with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors mitigate, but will not eliminate, conflicts of interest:

Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the organizational documents for the Funds;

The general partner of a Fund has established an Advisory Committee composed of representatives of Fund investors. While the Advisory Committee will not have a direct role in management of a Fund, the Advisory Committee may be consulted with respect to transactions involving conflicts of interest;

Prior to subscribing for interests in a Fund, each investor receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund; and

In addition, certain provisions of a Fund’s organizational documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives.

Allocation of Investment Opportunities OSP may pursue investment opportunities that are suitable for one or more Funds. In the allocation of investment opportunities, OSP strives to provide equal and fair treatment to all clients consistent with its fiduciary duty. In particular, investments may not be allocated to one client over another in order to, among other things: (i) favor one client at the expense of another; or (ii) generate higher fees paid by one client over another or produce greater performance compensation. To mitigate conflicts related to the allocation of investment opportunities, OSP has adopted an allocation policy (the “Allocation Policy”), which is available to current and prospective investors. OSP will consult with the respective Advisory Committee(s) regarding any proposed allocation of an investment opportunity that differs from the Allocation Policy.

Although OSP generally seeks competitive commission rates, it will not necessarily pay the lowest commission or commission equivalent. Fund transactions may involve specialized services or distinctive sourcing considerations on the part of the broker, resulting in potentially higher commissions than would be the case with transactions requiring more routine services. The reasonableness of commissions is based on the broker’s ability to provide professional services, competitive commission rates and other services that will help OSP in providing investment management services to the Funds. The limited availability of a particular investment may also impact the selection of a broker-dealer and the related commission. On an infrequent basis, OSP may receive research from broker dealers through whom Fund transactions are placed; however, OSP does not “pay up” for any such research and does not factor the receipt of research into its decision-making with respect to Fund transactions. Furthermore, OSP does not engage in any soft dollar arrangements with respect to Fund transactions.

Investor Reports OSP provides quarterly unaudited financial statements for the Funds to investors. In addition, these reports may include portfolio holdings and performance information. Investors in the Funds also receive audited annual reports. Please see Item 15 for additional information with respect to custody of assets.

OSP has full discretion to vote proxies, and, as such, OSP does not seek investor approval or direction when voting proxies. Prior to executing its voting authority, OSP will determine whether a proxy may pose a material conflict of interest between the interests of the firm, its employees, or affiliates and those of the Funds. If a material conflict exists, OSP will ensure it takes steps to ensure that its voting decision is based on the best interests of any applicable Fund, which may include without limitation seeking the advice of applicable Advisory Committee(s) or a third-party proxy advisor. The Chief Compliance Officer is responsible for overseeing the voting of proxies where a potential material conflict has been identified. Investors in the Funds may obtain a copy of the OSP Proxy Voting Policies and Procedures and/or information regarding how proxies were voted by contacting the Chief Compliance Officer: Chuck Anderson, Chief Compliance Officer Address:

5050 France Ave. South Edina, Minnesota 55410

Email:

Chuck.Anderson@osp-group.com

Phone:

612-701-7489