Colbeck Capital Management, LLC: investment adviser

Colbeck is a loan origination platform whose objective is to make or participate in strategic debt investments that are targeted to private borrowers and seek to optimize risk-adjusted returns. Colbeck provides discretionary investment advisory services to certain separately managed accounts (“SMAs”) for institutional investors and pooled investment vehicles typically as part of a “master-feeder” portfolio structure by which a number of the vehicles (the “Feeder Funds”) invest all of their investable assets in a central investment vehicle (a “Master Fund” and together with the Feeder Funds each a “Fund” and together with the SMAs, each a “Client” or collectively, the “Funds” or “Clients”). C. The Firm manages the Clients in accordance with the investment objectives and limitations set forth in each Client’s respective private offering memorandum and limited partnership agreement, as applicable (“Offering Documents”), and the investment management agreement between the Firm and each Client. The descriptions set forth in this Brochure of the advisory services that Colbeck offers to the Clients, investment strategies pursued and investments made by Colbeck on behalf of the Clients, should not be understood to limit the Firm’s investment activities. Subject to each Client’s investment objectives and guidelines as set forth in the Offering Documents, the Firm may, in its full discretion, offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Colbeck considers appropriate. Colbeck generally manages the Clients as part of fund structures (as referenced above) but also considers the investment objectives of each Client individually. The Firm does not tailor advisory services to the individual or particular needs of the investors in the Feeder Funds. Information about the Feeder Funds, including their investment objectives and strategies, is set forth in their respective Offering Documents. D. The Firm does not participate in wrap fee programs. E. As of December 31, 2025, Colbeck managed approximately $1,711,482,585 in assets on a discretionary basis and $0 in assets on a non-discretionary basis.

“carried interest” or an “incentive fee” (the carried interest, performance allocation and incentive fee are collectively referred to as “Performance-Based Fees”) depending upon the Fund, which is calculated based on a percentage of realized or unrealized gains generated by the Funds, less expenses and any amounts the Funds consider prudent to meet future expenses, investment commitments, obligations and liabilities after investors have earned a preferred rate of return. More information about the performance-based fees received by the Firm is provided in Item 6. B. The Firm deducts a management fee as a percentage from Client accounts quarterly, in advance or in arrears, depending upon the Client. Consistent with the applicable Offering Documents, the management fee for certain Funds accrues on a daily basis commencing as of the initial closing and is calculated assuming the total capital commitments of all investors were committed as of the initial closing. Alternatively, for certain other Funds, the management fee is calculated based on invested capital. C. A description of the types of fees or expenses the Clients may pay is set forth in detail in the Offering Documents or investment management agreement. The Clients generally bear all costs and expenses relating to each Client’s operations, including, but not limited to: (i) internal legal, administrative, tax and/or accounting expenses and related costs which includes allocable compensation of the Firm’s employees who provide such services to the Clients; (ii) indemnification and insurance expenses and the costs and expenses of any litigation involving the Funds and the amount of any judgments or settlements paid in connection therewith including, without limitation, directors and officers (D&O) insurance, errors and omissions (E&O) insurance and cyber liability insurance; (iii) the Management Fee; (iv) interest on and fees and expenses arising out of all permitted borrowings made by the Funds including subscription facilities, revolving credit facilities, delayed draw term loans, letters of credit, and other credit instruments; (v) offering and sale of interests to prospective investors including without limitation, travel, legal capital raising, accounting and administrative expenses associated therewith; (vi) all costs and expenses relating to sourcing, purchasing, structuring, monitoring, holding, disposing of, financing, hedging, developing, negotiating and structuring investments, including costs of warehousing, co-investment and parallel/feeder vehicle structuring, costs advisers, legal, accounting (internal or external, as appropriate in the Firm’s discretion), costs and expenses in connection with loan servicing and loan administration, expenses incurred in collection of monies owed to the Funds and costs of appraisal services, which, for the avoidance of doubt, includes any broken deal costs for those Clients who pay the Management Fee on the basis of invested capital; (vii) operational improvement initiatives relating to portfolio companies; (viii) all expenses related to organizing, maintaining, operating, restructuring, winding up, liquidating and/or dissolving entities through or in which investments may be made (including any general partner of such entities); (ix) transaction fees in connection with portfolio investments, including origination, syndication or arrangement fees, which may offset the Management Fee on a pro rata basis for the relevant Client; (x) placement agent fees which will in certain instances be offset against the Management Fee (such offset excludes fees paid to local intermediaries or distributors); (xi) Client regulatory and compliance costs and expenses including, without limitation, FATCA, Common Reporting Standards (CRS), partnership audit costs under the Bipartisan Budget Act (BBA), anti-money laundering (AML) and Know Your Customer (KYC) compliance, and sanctions screening also including Form PF but excluding Form ADV; (xii) any costs incurred in connection with environmental, social, governance or other investment considerations; (xiii) any taxes, fees or other governmental charges levied or assessed against, or collected from, the Funds and all expenses incurred in connection with any tax audit, investigation, settlement or review of the Funds (xiv) any costs and expenses associated with anti-money laundering regulation compliance and the cost of any anti-money laundering and related officers required by applicable law; (xv) costs and expenses of meetings of or reporting to Fund investors, including any advisory board to a fund and the related expenses thereto (room and board, dining, events etc.); (xvi) the costs, expenses and liabilities

of any special purpose vehicles or holding entities utilized by the Funds in connection with investments; (xvii) investment and operations related travel expenses; (xviii) bank and brokerage fees and expenses, sales commissions and fees, commitment fees, non-refundable deposits and costs of expenses incurred in connection with the acquisition or disposition of actual or potential investments (whether or not consummated); (xix) software, technology, data security, cloud-based applications or similar services and expenses for other cyber initiatives related to activities of the Funds; (xx) costs of preparing and distributing reports to, or responding to information requests from Fund investors including the preparation and distribution of financial reporting, audited financial statements and investor tax reporting; (xxi) costs associated with compliance with side letters and administering any “most favored nations” clauses in any side letters; (xxii) expenses related to the sale, transfer or redemption of interests in the Funds; (xxiii) Performance-Based Fees or costs and expenses payable or allocable to joint venture or operating partners; and (xxiv) any expenses of service providers, consultants and other professionals and experts retained by or on behalf of the Clients or the portfolio companies. Certain expenses discussed above may be absorbed by a portfolio company or be capitalized in the purchase price of portfolio investments. For the avoidance of doubt, the foregoing expenses are non-exhaustive and generally do not include the expenses of Colbeck as the investment adviser except where explicitly stated in the relevant Offering Documents. Please refer to the relevant Offering Documents for a full discussion of expenses applicable to each Client. Consistent with the applicable Offering Documents, certain of the Clients bear the expense of any “dead deal costs” relating to unconsummated investments. Specifically, Funds for which the management fee is calculated based on invested capital bear such dead deal costs. Funds for which the management fee is calculated based on committed capital do not bear dead deal costs. The Funds reimburse the Firm or its affiliates for any expenses paid by the Firm or its affiliates that are expenses to be properly borne by the Funds. The Clients will incur brokerage costs, if incurred; however, due to the nature of the Firm’s business, broker-dealers are not generally used. See Item 12 – Brokerage Practices. D. As previously described, the Funds pay management fees in advance on a quarterly basis. In the unlikely event that Colbeck does not provide services for a full period, a prorated fee for any partial quarter will be returned to the Funds. E. Neither Colbeck nor any of its supervised persons accepts or will accept compensation for the sale of securities or other investment products.

Carried interest is calculated based on a percentage of realized gains generated by the Fund after investors have earned a preferred rate of return. The performance allocation is paid annually and calculated on realized and unrealized gains generated by the Fund. The incentive fee is calculated based on net investment profits, subject to a preferred return, and paid periodically, in most cases either quarterly or annually. Although the Performance-Based Fees are generally designed to align Colbeck’s interests with the interests of the investors in the Fund, the Performance-Based Fees receivable by Colbeck may create an incentive for Colbeck to make investments on behalf of the Fund that are riskier or more speculative than would be the case in the absence of such compensation. Performance-Based Fees may also incentivize Colbeck to make different decisions regarding the timing and manner of the realization of the Fund’s portfolio investments than would be the case if the Performance-Based Fees did not exist. However, Colbeck is committed to acting at all times in the best interests of the Clients, and, to this end, the Firm has implemented internal controls designed to address and reasonably mitigate the potential conflicts associated with Performance-Based fees, as more fully described in the Offering Documents. As a matter of policy, Colbeck undertakes a thorough and careful vetting of investment opportunities by its investment professionals and disclosure of investments to investors.

Prospective investors should refer to the Offering Documents of each respective Client for information on minimum investment requirements, in addition to other such requirements for opening or maintaining an account. The Firm may, from time to time, reduce the minimum investment commitment for investors.

Colbeck seeks to make or participate in direct loans opportunistically to middle-market non-sponsor and sponsor companies in periods of transition, regardless of industry or sector, in areas where market inefficiencies limit capital available from traditional sources or in traditional forms. Colbeck seeks to structure and invest in credits that meet the corporate finance objectives of borrowers while also generating returns from a variety of sources, including interest, upfront consideration, and various forms of fees, including exit fees paid at maturity. A full description of Colbeck’s investment strategy and processes is included in the Clients’ Offering Documents. B. Risk of Loss. General Risk of Loss. An investment in the Clients involves a high degree of risk, with the possibility of partial or total loss of capital, and members must be prepared to bear partial or total capital losses that might result from portfolio investments. The risks for each Client include, but are not limited to, the following: Reliance upon Key Management and Employees. The success of the Clients depends on the ability of the Principals and senior members of the Firm to successfully implement the Clients’ investment objective. Competition in the financial services, private equity and alternative asset management industries for qualified investment professionals is intense. The Firm’s continued ability to effectively manage the Clients’ portfolio depends on its ability to retain and motivate its key employees. In particular, if the Clients were to lose the services of one or both of the Firm’s Principals, the consequences to the Clients would be material and adverse. Operational Risk. The success of the Clients depends on the ability of the Firm to operate effectively and efficiently. There is the risk of loss resulting from inadequate or failed procedures, systems or policies of the Firm, and may include, among others, employee errors, systems failures, criminal activities, cyber-breaches or other external events that significantly disrupt business processes. Illiquidity of Investments. The Clients will invest a significant amount of their capital in making loans to private companies, and, in connection therewith, will obtain securities or other assets for which no, or only a limited, market exists or that are subject to legal or other restrictions on transfer. The market prices, if any, for such assets may fluctuate due to a variety of factors that are inherently difficult to predict, including, but not limited to, changes in interest rates, prevailing credit spreads, general economic conditions, financial market conditions, domestic or international economic or political events, developments or trends in any particular industry, and the financing condition of the obligors on the Clients’ assets. Accordingly, the Clients may not be able to sell assets when the Clients desire to do so or to realize what the Firm perceives to be the fair value of their assets in the event of a sale. The sale of illiquid assets and restricted securities often requires more time and the incurrence of significant selling expense by the Clients. Restricted securities may sell at a price lower than similar securities that are not subject to restrictions on resale. Colbeck typically seeks to mitigate these traditional risks associated with illiquid credit by syndicating to the broader market of credit investors, which often creates a secondary market for investments that can materially increase liquidity.

Lack of Diversification. Subject to the investment limitations set forth in the Clients’ Offering Documents, investors have no assurance as to the degree of diversification among the Funds’ investments either by geographic region or asset type. The Clients may make investments assuming contemplated syndications that do not actually occur as expected, which could lead to increased risk as a result of the Clients having an unintended longer-term investment and reduced diversification. General Economic and Capital Market Conditions. General economic and capital market conditions may affect the activities of the Clients. Interest rates, the price of investments and participation by other investors in the financial markets may also affect the value of investments purchased by the Clients. SMA Clients and investors should realize that distributions may not be made due to general economic conditions, conditions in the credit markets, the illiquidity of Clients’ investments, constraints imposed by financing arrangements, contractual prohibitions, inability to dispose of investments at attractive prices due to buyers’ inability to secure financing or other reasons mentioned below. Issuers in which the Clients generally invest may face intense competition, changing business and economic conditions and other developments that may adversely affect their performance. General fluctuations in the market prices of securities, including public securities market prices, may adversely affect the value of investments held by the Clients and/or the ability of the Clients to dispose of investments at attractive valuations. The Clients may be unsuccessful in structuring their investments to minimize any detrimental impact that a recession may have on their investments and as a result the Funds may suffer significant losses. Conditions in the credit markets may have a significant impact on the business of the Clients. Among other things, the level of investment opportunities may decline from Colbeck’s current expectations. As a result, fewer investment opportunities may be available to the Clients. In addition, a slowdown in the global economy or in specific regional economies, increases in the prices of oil and gas, raw materials and agricultural commodities may affect inflation rates and currency exchange rates, which may in turn have a negative impact on the Clients’ investments. There can be no assurance that the Clients will not suffer material adverse effects from broad and rapid changes in market conditions in the future. Inflation. Inflation and rapid fluctuations in inflation rates have had and may continue to have very negative effects on the economies and securities markets, both public and private. Inflation rates may continue to increase in the future and government measures to control inflation adopted presently or in the future, remain uncertain. Measures taken by the governments to control inflation potentially include maintaining a tight monetary policy with high interest rates, restricting the availability of credit and hindering economic growth. Measures to combat inflation and public speculation about possible additional actions have contributed materially to economic uncertainty in many countries. Inflation could significantly increase a Client’s cost of operations, adversely impacting the availability of suitable investments or the performance thereof and otherwise impact a Client’s financial condition. There can be no assurance that high rates of inflation will not have a material adverse effect on investments. Tariffs. Changes in tariffs, trade policies and international trade agreements may impact the business operations, supply chains and market opportunities of the Client’s investments. Investments that rely on international clients, contractors, source materials or products from outside the United States could experience increases operational costs, limited market expansion or disruption in service delivery. Given the uncertainty surrounding international trade policies, industry participants may face increased compliance costs, reduced competitiveness in foreign markets and potential revenue volatility due to shifting regulations. These risks could potentially impact Client investment outcomes. Epidemic or Pandemic Considerations. Epidemics, pandemics or other widespread public health emergencies may have a negative impact on economic fundamentals including disruption of global supply chains, consumer confidence, tourism and/or the performance of essential government services. There is a risk that an investment in a Client could be, directly or indirectly, affected by one or more outbreaks of disease and its subsequent negative impact. Specifically, the effects of a pandemic or widespread public health emergency may materially and adversely impact the value and performance of the Clients and their investment objectives.

Economic, Social and Political Uncertainty. Consumer, corporate and financial confidence may be adversely affected by current or future tensions around the world, fear of terrorist activity and/or military conflicts, localized or global financial crises or other sources of political, social or economic unrest. Such erosion of confidence may lead to or extend a localized or global economic downturn. A climate of uncertainty may reduce the availability of potential investment opportunities, and increase the difficulty of modeling market conditions, potentially reducing the accuracy of financial projections. In addition, limited availability of credit for consumers, homeowners and businesses, including credit used to acquire businesses, in an uncertain environment or economic downturn may have an adverse effect on the economy generally and on the ability of the Clients and their portfolio companies to execute their respective strategies and generate sufficient cash flow to service their debt. This may slow the rate of future investments and result in longer holding periods for investments. Regulatory Changes. The financial services industry generally, and the activities of private equity and alternative investment firms and their investment managers and advisers in particular, have been subject to intense and increasing regulatory scrutiny. Such scrutiny may increase the Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight may also impose additional administrative burdens on Colbeck, including, without limitation, responding to investigations, implementing new policies and procedures and complying with reporting obligations. Such burdens may divert Colbeck’s time, attention and resources from portfolio management activities. Since the passage of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), there have been extensive rulemaking and regulatory changes that have affected alternative investment managers, the funds that they manage and the financial industry as a whole. The Dodd-Frank Act affects a broad range of market participants with whom the Firm interacts or may interact, including commercial banks, investment banks, other non-bank financial institutions, rating agencies, mortgage brokers, credit unions, insurance companies and broker-dealers. Regulatory changes that will affect other market participants are likely to change the way in which Colbeck conducts business with its counterparties. Additionally, there has been increasing commentary amongst regulators and intergovernmental institutions, including the Financial Stability Board and International Monetary Fund, on the topic of socalled “shadow banking” (a term generally taken to refer to credit intermediation involving entities and activities outside the regulated banking system). The entities comprising Colbeck and the Clients are outside the regulated banking system, and certain of the activities of the Firm may be argued to fall within this definition and, in consequence, may be subject to regulatory developments. As a result, the Clients and Colbeck could be subject to increased levels of oversight and regulation. This could increase costs and limit operations. Investments in Privately Held Middle-Market Companies. The Clients invest primarily in privately held middle-market companies based in North America. Investments in these companies involve significant risks, including that these companies may, relative to larger companies (i) have more limited financial resources and may be more unable to meet their obligations, which may lessen the value of the Clients’ collateral and reduce the Clients ability to realize guarantees that they may have obtained in connection with their investments; (ii) be more susceptible to competitors, market conditions and general economic conditions, due to their shorter operating histories, narrower product lines, smaller market shares and greater reliance on key personnel; (iii) may not be subject to regulatory reporting requirements and, as such, may disclose very little public information regarding their operations and results, which may adversely affect Colbeck and the Clients’ abilities to make well-informed investment decisions; (iv) experience greater fluctuations in operating results and capital requirements to support operations, finance expansion or maintain competitive position; and (v) have increased difficulty accessing the capital markets to meet future capital needs.

General Market and Credit Risks for Debt Investments. Credit portfolios are subject to credit risk, which is the likelihood that a company will default on the payment of principal and/or interest on its obligations, among other covenants and requirements. Financial strength and solvency of a company are key factors influencing credit risk. Companies may face intense competition, changing business and economic conditions or other developments that may adversely affect their performance and increase credit risk. In addition, subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect a company’s credit risk. Credit risk may change over the life of an investment. In addition, companies may contest enforcement of foreclosure or other remedies, seek bankruptcy protection against such enforcement and/or bring claims for lender liability in response to actions to enforce mortgage obligations. If any of the above occurred, the Clients’ ability to make anticipated distributions to investors could be delayed or otherwise adversely affected. Similarly, while the Firm will generally target investing in companies it believes are of high quality, these companies could still present a high degree of business and credit risk. Companies in which the Clients invest could deteriorate as a result of, among other factors, an adverse development in their businesses, a change in the competitive environment or the continuation or worsening of the current (or any future) economic and financial market downturns and dislocations. As a result, companies that the Firm expected to be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial condition or be experiencing financial distress. Certain of the Firm’s investments will be consummated through participation in credit instruments sourced and/or structured by other financial institutions. In such instances, the Firm may be in a position to rely upon the assessment of the operations and financial condition of such other institutions. There is a risk that these third parties do not have as rigorous of a diligence process as the Firm; however, the Firm will, in all instances, seek to follow its due diligence standards for all potential investments. Private Equity Investments. The Clients may acquire minority equity stakes in privately held companies. The success of the Clients’ investments in minority equity stakes of privately held companies will depend in part on the performance and abilities of such companies’ controlling shareholders. Because the Clients will not control such companies, the Clients’ ability to exit from such investments may be limited. Additionally, the Clients are likely to have a reduced ability to influence the management of such companies. Colbeck may also have disagreements with controlling shareholders over the strategy and operations of such companies. As a result of the foregoing, the Clients’ equity investments in such companies may perform poorly. Preferred and Hybrid Securities Risks. The Clients may invest in preferred stock and hybrid securities, which may have special risks. Preferred and hybrid securities may include provisions that permit the issuer, at its discretion, to defer distributions for a stated period without any adverse consequences to the issuer. If the Clients own a preferred or hybrid security that is deferring its distributions, the Clients may be required to report income for tax purposes even though they have not yet received such income. Some preferred and hybrid securities are non-cumulative, meaning that the dividends do not accumulate and need not ever be paid. Follow-On Investments. Following an initial investment in a borrower, the Clients may make additional investments in that borrower as follow-on investments, including in seeking to: •

increase or maintain, in whole or in part, the Clients’ position as a creditor or equity ownership percentage in a borrower;

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exercise warrants, options or convertible securities that were acquired in the original or subsequent financing; or

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preserve or enhance the value of the Funds’ investment.

The Clients have discretion to make follow-on investments, subject to certain limitations set forth in the Offering Documents. There is no assurance that the Clients will make follow-on investments or that the Clients will have sufficient assets to make all or any of such follow-on investments. Any decision by the Clients not to make follow-on investments, or their inability to make such follow-on investments, may have a substantial negative effect on a borrower in need of such follow-on investments (including jeopardizing the continued viability of a borrower and the Clients’ initial investment, resulting in a missed opportunity for the Clients to increase their participation in a successful operation, or an event of default under applicable loan documents). Additionally, such failure to make such follow-on investments may result in a lost opportunity for the Clients to increase their participation in a successful borrower. Agreements with Certain Investors. The Funds, and Colbeck, in its capacity as investment manager, may from time to time enter into agreements with one or more investors whereby, in consideration for agreeing to invest certain amounts in the Funds and other consideration deemed material to the Funds, such investors may be granted rights not otherwise afforded to other investors, including, without limitation, the right to receive reports from the Funds on a more frequent basis, or to receive reports that include information not provided to other investors, the right to pay reduced Performance-Based Fees or management fees, the right to receive a share of the Performance-Based Fees or management fees earned by the carry vehicle or Colbeck, respectively, the right to co-invest on preferential terms, and such other rights as may be negotiated between the Funds and Colbeck, on the one hand, and such investors, on the other hand. Such agreements will have the effect of establishing rights under or altering or supplementing the terms relating to the Funds with respect to such investors. As of the date of this filing, the Funds are not limited in their ability to enter into such side agreements and are not obligated to disclose the terms of such side letters, including, without limitation, the identity of the parties thereto, to any investor, except where the types of such terms and types of investors are required to be disclosed for regulatory purposes. Changes in Interest Rates. Although the Clients are expected to have less risk due to the shorter duration of their debt facilities, the majority of investments held by the Clients are expected to be exposed to risks associated with changes in interest rates. General interest rate fluctuations may substantially and adversely impact the Clients’ investments and their investment opportunities. With respect to floating rate debt, for example, higher interest rates may adversely affect the cost of funds and diminish the credit quality of borrowers. With respect to fixed-rate investments, for example, the value of the Clients’ investment would likely fall as prevailing market rates increase, all else being equal. Accordingly, interest rate fluctuations may materially and adversely affect the Clients’ investment objectives and rates of return on invested capital. Highly Competitive Markets. The business of identifying and structuring the types of investments targeted by the Clients is highly competitive and involves a high degree of uncertainty. The Clients’ success will depend, in part, on the ability of the Clients to originate or purchase investments on advantageous terms. The Clients will compete with a broad spectrum of lenders and sources of capital, including other private investment vehicles as well as the public debt markets, individuals, banks and other financial institutions, business development companies, strategic industry acquirers, hedge funds and other institutional investors (collectively, “Competitors”), many of which have substantially greater financial resources and are more well-known than the Clients. Increased competition for, or a diminishment in the available supply of, qualifying loans or bonds could result in lower yields on investments, which could reduce returns to Fund investors. Further, over the past several years, an increasing number of Competitors have been formed and/or expanded (and many such existing Competitors have grown in size) and such Competitors have also become more active in the private debt market and other markets targeted by the Clients. These investors may make competing offers for investment opportunities identified by Colbeck. Additional funds with similar investment objectives may be formed in the future by other unrelated parties. Some of such Competitors may have more relevant experience, greater financial resources and more personnel than Colbeck and the Clients. In addition, some Competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of investments and

establish more relationships than the Clients. In addition, certain Competitors may prefer to take advantage of favorable high yield or second lien markets and issue subordinated debt in those markets, which could result in fewer investment opportunities for the Clients. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to the Clients; such supply-side competition may adversely affect the terms upon which investments can be made and, as a result, returns to Client investors may be reduced. Moreover, the identification of attractive investment opportunities is difficult and involves a high degree of uncertainty. The Clients may incur significant expenses in connection with identifying investment opportunities and investigating other potential investments that are ultimately not consummated, including expenses relating to due diligence, transportation, legal expenses and the fees of other thirdparty advisers. It is possible that the Clients will never be fully invested if enough sufficiently attractive investments are not identified. Even if such investments are made, there can be no assurance that such investments will be realized at favorable returns or that the objectives of the Clients will be achieved. Moreover, Colbeck’s beliefs regarding the availability of investment opportunities for the Clients are based in part on assumptions regarding the amount of financing that will be available, the Clients’ ability to participate in such investments and other market, economic and related assumptions, some or all of which may not materialize as expected. Hedging Transactions. The Clients may, from time to time, purchase or sell forwards, swaps or options on currencies, securities and indices. The Clients would enter into such transactions as a way to mitigate risk associated with their investments; however, it is generally impossible to fully hedge an investment given the uncertainty as to the amount and timing of projected cash flows and investment returns, if any, on the Clients’ investments. This may lead to losses on both the Clients’ investments and the related transaction. Lower Credit Quality Loans. There are no restrictions on the credit quality of the loans that may be held in the Clients’ portfolios. Loans arranged or purchased by the Clients may be deemed to have substantial vulnerability to default in payment of interest and/or principal. Certain of the loans which the Clients may acquire have large uncertainties or major risk exposures to adverse conditions and may be considered to be predominantly speculative. Generally, such loans offer a higher return potential than higher quality loans but involve greater volatility of price and greater risk of loss of income and principal. The market values of certain of these loans also tend to be more sensitive to changes in economic conditions than better quality loans. Investments in Distressed Assets. The Clients may invest a portion of their assets in distressed assets and portfolios of distressed assets, including non-investment grade obligations of U.S. and non-U.S. companies (including companies in significant financial or business difficulties). Although such investments may result in significant returns to the Clients, they involve a substantial degree of risk. Any one or all of the issuers of such securities and instruments may be unsuccessful or not show any return for a considerable period of time. An economic downturn or a period of rising interest rates, for example, could cause a decline in the prices of such securities and instruments. The level of analytical sophistication, both financial and legal, necessary for successful investment in distressed assets is unusually high. High-Yield Debt. The Clients may invest a portion of their assets in debt, including, without limitation, “higher yielding” (and, therefore, generally higher risk) debt securities, when the Clients’ general partner believes that debt securities offer opportunities for capital appreciation. In most cases, such debt will be rated below “investment grade” or will be unrated and face ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to make timely interest and principal payments. The market for high-yield securities has experienced periods of volatility and reduced liquidity. The market values of certain of these debt securities may reflect individual corporate developments. It is likely that a general economic recession or a major decline in the demand for products and services provided by the obligor could have a materially adverse impact on the value of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the value and liquidity of these debt securities.

Mezzanine Loans. Although Colbeck is not a mezzanine lender, the investment portfolio of the Clients may include loans at a position within the borrower’s capital structure that resembles that of a mezzanine loan. A mezzanine loan is a privately negotiated, high-yield and often unsecured subordinated debt obligation of an issuer that is unrated or rated below investment grade. Mezzanine loans typically have greater credit and liquidity risk than loans and are typically less liquid than highyield bonds. Issuers of mezzanine loans are likely to be highly leveraged and typically do not have access to more traditional methods of financing. The risk associated with acquiring the securities of such issuers generally is greater than is the case with investment grade securities of corporate issuers. The prices of mezzanine loans are likely to be more sensitive to adverse economic changes or individual corporate developments than investment-grade securities of corporate issuers. In addition, due to the subordinated nature of the mezzanine loans, the Clients’ rights under, and its recovery on, the mezzanine loan may be severely limited if the issuer of the mezzanine loan becomes the subject of bankruptcy or insolvency proceedings. Global Investments. The Clients may be subject to additional risks which include possible adverse political and economic developments, possible seizure or nationalization of deposits and possible adoption of governmental restrictions which might adversely affect payments to investors located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, the acquisition and sale of certain investments may be subject to brokerage taxes and duties levied by governments, which have the effect of increasing the cost of such investment and reducing the realized gain or increasing the realized loss on such investments at the time of sale. Income received by the Clients from sources within some countries may be reduced by withholding and other taxes imposed by such countries. Any such taxes paid by the Clients will reduce their net income or return from such investments. While Colbeck will take these factors into consideration in making investment decisions for the Clients, no assurance can be given that the Clients will be able to fully avoid these risks. Covenant Effectiveness. The Firm will generally seek to obtain structural, covenant and other contractual protections with respect to the terms of the Clients’ investments as determined appropriate under the circumstances. There can be no assurance that such attempts to provide downside protection with respect to the Clients’ investments will achieve their desired effect and potential investors should regard an investment in the Funds as being speculative and carrying some degree of risk. Borrower Fraud. Of paramount concern in investing in loans and other debt instruments is the possibility of fraud, material misrepresentation or omission on the part of the borrower or the lack of adequate documentation or any documentation regarding such loans and debt obligations. Such occurrences may adversely affect the valuation of the collateral underlying the loans or may adversely affect the ability of the Clients to perfect or effectuate a lien on the collateral securing the loan. The Clients will rely upon the accuracy and completeness of representations made by borrowers and lenders to the extent reasonable, but cannot guarantee such accuracy or completeness or the adequacy or existence of required documentation. Under certain circumstances, payments to the Clients may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Joint Investments, Limited Rights as a Minority Interest Holder. The Firm anticipates that the Clients will acquire interests in certain portfolio investments in cooperation with partners or co-investors through jointly owned acquisition vehicles, joint ventures or other structures. In such situations, the Clients’ ability to control its equity investments will depend upon the nature of the joint arrangements with such partners and co-investors, as well as the Clients’ relative ownership stake in such investments. The Clients may be a minority investor in these circumstances. In addition, such arrangements may restrict the Clients’ ability to dispose of their investments for potentially significant periods of time. Such arrangements present risks not present with wholly-owned investments, including the possibility that a co-venturer or partner may at any time have economic or business interests or goals that are inconsistent with those of the Clients, or may be in a position to take action contrary to the investment objective of the Clients. In addition, the Clients may, in certain circumstances, be liable for actions of their third-party co-venturers or partners. Although the Clients and such co-venturers and partners may

participate in investments jointly, the investment objectives of the Clients will differ from those of such co-venturers and partners. Insufficient Collateral. To the extent the Clients originate loans based partly upon the adequacy of the borrower’s collateral, an incorrect valuation of such collateral may result in unforeseen losses. Despite performing due diligence on the collateral, including, where appropriate, by engaging third-party independent valuators to estimate the value of the collateral pledged by the borrower, the inherent uncertainty of the valuation of collateral may result in values that differ significantly from the values that can ultimately be obtained for such collateral. In addition, even if collateral is initially valued correctly, changes in market conditions, regulations or other circumstances, or changes directly related to such collateral, may materially adversely affect the value thereof. Secured Loans. Certain loans held by the Clients will be secured. While secured loans originated or purchased by the Clients will generally be structured to be over-collateralized, the Clients may be exposed to losses resulting from default and foreclosure. Therefore, the value of the underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Firm cannot guarantee the adequacy of the protection of the Clients’ interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Clients cannot assure that claims may not be asserted that might interfere with the enforcement of the Clients’ rights. In the event of a foreclosure, the Clients may assume direct ownership of the underlying asset. The liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Clients. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying asset will further reduce the proceeds and thus increase the loss. Lender Liability Claims. There may be circumstances where a debt investment of the Clients could be subordinated to claims of other creditors or the Clients could be subject to lender liability claims. If a company that the Clients are invested in were to go bankrupt, even though the Clients may have structured their investment as senior debt, depending on the facts and circumstances, a bankruptcy court might re-characterize such debt holding as an equity investment and subordinate or disallow all or a portion of the Funds’ senior debt claim to that of other creditors. In addition, lenders can be subject to lender liability claims for actions taken by them where they become too involved in the borrower’s business or exercise control over the borrower. Additionally, should the Clients need to collect on a defaulted loan, litigation could result. There is a high cost associated with any litigation and the results of litigation are always uncertain. Even before litigation is commenced, the Clients could experience substantial costs in trying to collect on defaulted investments, such as legal fees, collection agency fees, or discounts related to the assignment of a defaulted loan to a third party. Litigation Risks. In the ordinary course of business, the Clients may be subject to litigation from time to time. This risk may be greater where the Clients exercise control or significant influence over a borrower’s direction. The expense of defending against claims against the Clients by third parties and paying any amounts pursuant to settlements or judgments would be borne by the Clients and would reduce net assets and could require the Firm to return distributed capital and earnings to the Clients. The general partners of the Funds, Colbeck and its affiliates, including Colbeck’s directors, officers, members, stockholders and controlling persons, and their employees, agents and any other person who serves at the request of Colbeck, respectively, on behalf of the Clients (each, a “Indemnified Person”) will be indemnified by the Clients in connection with such litigation, subject to certain conditions. The outcome of such proceedings may materially adversely affect the value of the Clients and may continue without resolution for long periods of time. Any litigation may also consume substantial amounts of Colbeck’s, the Principals, and other key personnel’s time and attention, and that time and the devotion of these resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Conflicting Investment, Tax, and Other Interests. Fund investors may have conflicting investment, tax, and other interests with respect to their investments in the Funds, including conflicts relating to the

structuring of investments and dispositions. Conflicts may also arise in connection with decisions made by Colbeck regarding an investment that may be more beneficial to one investor than another, especially with respect to tax matters. In structuring, acquiring and disposing of investments, Colbeck generally will consider the investment and tax objectives of the Fund and its investors as a whole, not the investment, tax, or other objectives of any investor individually. In addition, the fact that Colbeck’s Performance-Based Fees are in certain instances based on a percentage of net profits may create an incentive for it to cause the Funds to make riskier or more speculative investments than otherwise would be the case. While individual SMAs do not have conflicts among investors, the investment advice given to the SMAs is generally the same as the investment advice given to the Funds. Expense Allocation. Each Fund and the SMAs may invest, and have in the past invested, in the same, different, or related investments. The Funds and the SMAs may incur joint costs and expenses. Accordingly, the Firm maintains policies and procedures for allocating its investments and their expenses (i) as between the Firm and the Clients, and (ii) amongst the Funds and the SMAs. These policies and procedures require the Firm to endeavor to allocate such investments and their expenses in a fair and equitable manner. However, the allocation of certain expenses involves subjective determinations by the Firm, and the Firm faces conflicts of interest in making such determinations. Investment Allocation. A portion of the Firm’s investments is suitable for multiple Clients who are eligible to participate. The Firm allocates such investments in a manner that is fair and equitable over time under the circumstances. Such allocations are based on a number of factors, including but not limited to, each Client’s investment objective, the risk reward profile of each investment, the overall composition of each Client portfolio and available capital. No assurance can be given that a Client will participate in all investment opportunities available and certain investments not allocated to such Clients may outperform investment opportunities allocated to a Client. This creates a conflict of interest in the fair and equitable allocation of investment opportunities among clients over time. To address this conflict, the Firm adheres to its fiduciary duty and its policies surrounding the allocation of investment opportunities. Cybersecurity. The information and technology systems of the Firm and its affiliates may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Firm has implemented various measures to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, the Firm may have to make a significant investment to fix or replace them. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the Firm’s and the Funds’ operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm the Firm’s reputation, subject the Firm and its affiliates to legal claims and otherwise affect its business and financial performance. Emerging and Changing Technology, Including Artificial Intelligence. Our future success depends, in part, on our ability to anticipate and respond effectively to the risk of, and the opportunity presented by digital disruption and other technological changes. These may include new applications based on artificial intelligence, machine learning, or new approaches to data mining. Risks related to artificial intelligence, including our use of third-party products incorporating artificial intelligence, include the generation of factually incorrect or biased results, also known as hallucinations, data security vulnerabilities, potential IP infringement, mishandling or confidentiality, proprietary or private information and potentially problematic third-party license terms. Colbeck may also be exposed to competitive risks related to the adoption of application of new technologies by established market participants or new entrants. The Firm may not be successful in anticipating or responding to these developments on a timely and cost-effective basis. Additionally, the effort to gain technological expertise and develop new technologies in our business may be costly. Investments in technology systems and data analytics capabilities may not deliver the benefits or

perform as expected or may be replaced or become obsolete more quickly than expected, which could result in operational difficulties or additional costs. If Colbeck cannot offer new artificial intelligencefacilitated technologies or data analytics solutions as quickly as our competitors or if our competitors develop more cost-effective technologies, data analytics solutions or other product offerings, the Firm could experience a materially adverse effect on our operation results, customer relationships and growth opportunities. Restructuring. It should be noted that the Master Fund Board (as defined in the respective Fund’s Offering Documents) or the Firm, in their reasonable and good faith discretion, may restructure the manner in which the Funds participate economically in investments through the applicable Master Fund or otherwise to address legal, tax or regulatory issues (although such alteration or restructuring, if any, will not adversely impact any investor’s economic interest in or rights with respect to a Fund). Further information and definitions corresponding with the defined terms in this paragraph can be found in the respective Fund’s Offering Documents. Remote Work Environment. Colbeck operates in an environment where remote and hybrid work arrangements are increasingly common. While these arrangements provide flexibility, they also introduce certain operational, security and compliance risks. Remote work can create challenges in supervision, communication and operational oversight, potentially affecting the efficiency and responsiveness of the Firm’s investment and risk management processes. The dispersion of employees across different locations may lead to delays in decision-making, disruptions in workflow or challenges in maintaining compliance with Firm policies and regulatory requirements. Despite the Firm implementing measures to mitigate risks associated with remote work environments, there are no guarantees of complete success. Vulnerabilities in this regard have the potential to adversely impact the Firm and its operations. Business Continuity and Disaster Recovery. Colbeck’s business operations may be vulnerable to disruption in the case of catastrophic events such as fires, natural disasters (e.g., tornadoes, floods, hurricanes and earthquakes), terrorist attacks or other circumstances resulting in property damage, network interruption and / or prolonged power outages. Although the Firm has implemented various measures to manage risks relating to these types of events, there can be no assurances that all contingencies can be planned for. If such business operations are disrupted or suspended for extended periods of time, the Clients may be adversely affected. The combination of such scrutiny of alternative asset managers and their investments by various politicians, regulators and market commentators, and the public perception that certain alternative asset managers contributed to the historical downturns in the U.S. and global financial markets, may complicate or prevent the Client’s efforts to structure, consummate and/or exit investments. As a result, the Clients may invest in fewer transactions or incur greater expenses or delays in completing and/or exiting investments than it otherwise would have. The foregoing information regarding the risks relating to an investment of the Clients provides general information based on the Clients’ investment strategies. For specific information regarding the risks of investing in a particular Client, investors should refer to that Client’s Offering Documents.

Neither Colbeck nor any of its management persons have any relationship with any of the following related persons (i.e., entities controlling, controlled by or under common control with Colbeck): brokerdealers; municipal securities dealers; government securities dealers; investment companies or other pooled investment vehicles; other investment advisers or financial planners; futures commission merchants; registered commodity pool operators; registered commodity trading advisors; banking or thrift institutions; accountants or accounting firms; lawyers; law firms; pension consultants; real estate brokers or dealers or other sponsors or syndicators of limited partnerships. Colbeck serves as the origination and/or syndication agent for a number of its loan transactions. Many of Colbeck’s investments are syndicated transactions in which other debt investors participate. From time to time, and generally as part of the origination or syndication process, Colbeck may buy, sell or hold positions in the same transactions as the Fund or transact on its behalf. The origination or syndication agent is responsible for underwriting its deals, collecting funds from the syndicate and remitting the aggregate amount to a borrower/issuer. As of the date of this Brochure, the Firm has arrangements with third-party service providers to serve as collateral agents for certain investment transactions. The collateral agent is responsible for maintaining the official books and records of the transaction, managing the flow of payments and documentation and maintaining books and records on any collateral involved in securing the transaction. Colbeck’s participation in loan origination, underwriting or arrangement and its role as origination and/or syndication agent may generate additional fees. Such fees will not be paid by investors of the Funds or SMA Clients and any fees earned by the Firm in connection to a portfolio company are rebated back to the relevant Fund or SMA as a pro rata share of such Fund’s or SMA’s participation in a deal. A full description of the types of fees and expenses the Funds and SMAs are generally responsible for paying is set forth in detail in the Offering Documents. When considered appropriate by the Firm, Colbeck’s officers and employees may also serve as directors of the portfolio companies in which a Client acquires an interest. The Funds’ investment management agreement, the Offering Documents of the SMAs and Colbeck’s policies and procedures set forth guidelines as to the appropriate action to take with respect to managing and disclosing conflicts of interest as they arise. D. Colbeck does not otherwise recommend or select other investment advisers for the Clients.

The Code also establishes guidelines for the appropriate handling and containment of any material non-public information to which an employee may be exposed. The Code also contains controls implemented by the Firm designed to monitor and mitigate potential conflicts of interest, including specific policies to address, among other things, outside activities of employees, the prevention of insider trading, political contributions and restrictions on the acceptance or offer of significant gifts. Further, the Firm has adopted a formal personal trading policy which imposes restrictions on employee trading of most securities without the approval of the Firm’s Chief Compliance Officer (“CCO”). Specifically, the Code prohibits purchasing securities in an IPO, requires pre-clearance before purchasing securities in a limited offering (i.e., a private placement) and requires periodic reporting of employees’ personal securities transactions and all holdings. The Firm closely monitors the personal trading of employees and prohibits excessive personal trading. Clients may request a copy of the Code by contacting the Firm at the address or telephone number listed on the first page of this document. B. Neither the Firm nor any of its related persons recommends to the Clients, or buys or sells for any Client accounts, securities in which the Firm or its related persons have a material financial interest. C. In its capacity as loan origination and /or syndication agent, the Firm or its related persons may from time to time participate in transactions that are recommended to the Firm’s Clients, including particularly to facilitate third-party syndication. This participation is meant to facilitate transactions that are determined to be beneficial to the Clients and, through such participation, the Firm’s and/or its related persons’ interests are aligned with those of the relevant Client(s). D. (See Item 11 B.) In the unlikely event that the Firm or a related person recommends securities to a Client, or buys and sells securities on behalf of a Client, at or about the same time that the Firm or a related person buys or sells the same securities for its or their own account, the CCO will make a determination on a case by case basis to address such a situation and any conflicts of interest that such a transaction would present.

The Firm does not consider, in selecting or recommending broker-dealers, whether the Firm or a related person receives Client referrals from a broker-dealer or third party. 3. Colbeck does not engage in directed brokerage. B. Due to the Firm’s strategy, typically, there will be no purchase or sale orders of securities or “batched orders” that are aggregated for various Client accounts. However, as part of the Firm’s strategy for the Funds, Colbeck may purchase or sell the same financial instruments or participate in the same investment opportunities for several Clients simultaneously. The execution of such transactions may be combined to reduce costs while also ensuring that applicable Clients are afforded the opportunity to participate in such investment. The execution of these transactions is done in a manner intended to ensure that no Client managed by Colbeck is favored over any other Client and in accordance with the Governing Documents of each Client.

The Firm reports to its Clients informally on an ongoing basis regarding updates on the performance and status of the Clients’ investments and to discuss economic developments, industry outlook and other issues that might impact them. The Firm provides quarterly reporting for SMA Clients within 60 days of the end of each fiscal quarter. Additionally, the Firm provides unaudited quarterly financial statements of the Funds and descriptive investment information for each of the Fund’s investments within 60 days of the end of each fiscal quarter to investors in each Fund. Further, audited financial statements are provided to investors in each Fund, generally within 120 days of the end of the Fund’s fiscal year as required by Rule 206(4)-2 under the Advisers Act (the “Custody Rule”).

Generally, the Clients or investors in the Funds may not direct or vote Proxies. The Firm will provide Clients with a record of how proxies were voted or a copy of the Firm’s proxy voting policies upon request. B. Not applicable.