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Sona Asset Management (US) LLC: investment adviser

Sona Asset Management (US) LLC is an investment adviser registered with the SEC (file 801-112410, CRD 291738). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.

Assets managed
$33.5B
Discretionary
100%
Accounts
20
Employees
39
In advisory roles
31
Disclosures
0

Company page · SEC adviser record · Full Form ADV (PDF)

The firm reports that it or a related person has custody of client cash and securities.

Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.

Clients and fees

Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.

Client typeClientsAssetsShare
Private funds and other pooled vehicles15$30.5B91.1%
Pension and profit-sharing plans1––
Sovereign wealth funds2$3.0B8.9%
Other: Trading spv2––

How it is paid

  • A percentage of assets under your management
  • Performance-based fees
  • Other: Negotiated management fee

Services

  • Portfolio management for pooled investment vehicles (other than investment companies)
  • Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)

Who owns it

Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.

Direct owners (Schedule A)

OwnerTypeRoleStakeSinceControlPublic company
Sona Asset Management LimitedCompany (outside the U.S.)Owner/memberE 75% or moreJan 2017Yes

Indirect owners (Schedule B)

OwnerOwns a stake inTypeStakeControlPublic company
John Brian AylwardSona Asset Management Cayman LimitedPersonE 75% or moreYes
Sona Asset Management CaymanSona AssetCompany (outside the U.S.)E 75% or moreYes

Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.

Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.

Disciplinary history

The firm answered No to every disciplinary question on Form ADV (Item 11).

The brochure

Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.

Sona Asset Management (US) LLC ADV Part 2A, filed Jul 9, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18

Item 4. Advisory business

Sona Asset Management (US) LLC is a limited liability company formed in Delaware in 2016, with its principal place of business in New York. The Firm is a wholly owned subsidiary of Sona Asset Management Limited, a UK-based private limited company, which is itself a wholly owned subsidiary of Sona Asset Management Cayman Limited (the “Cayman Manager”), a corporation organized under the laws of the Cayman Islands. John Brian Aylward is the ultimate beneficial owner of the Cayman Manager. The Firm has a sub-advisory relationship with Sona Asset Management (UK) LLP (the “UK LLP”). The Firm, the Cayman Manager, and the UK LLP are herein referred to as “Sona Asset Management”.

Read the rest of Item 4 (564 more words)

The Firm provides investment advisory services to a managed account (the “Managed Account”) which is a portfolio in a private investment fund (the “Paloma Fund”), under an Investment Management Agreement (the “Agreement”) between the Cayman Manager, the UK LLP, and Paloma Partners Management Company (“Paloma”). Sona Asset Management conducts trading for the Managed Account in a manner that observes the strategy and risk parameters provided by Paloma and agreed upon with Sona Asset Management from time to time. The Firm also serves as the investment adviser, with discretionary trading authority, to private, pooled investment vehicles, the securities of which are offered through a private placement memorandum to “accredited investors”, as defined in Regulation D under the Securities Act of 1933, as amended, and “qualified purchasers”, as defined in the Investment Company Act of 1940, as amended. The Firm does not tailor advisory services to the individual needs of any particular investor. As of December 2025, the Firm manages the following private, pooled investment vehicles: • Sona Credit Master Fund Limited (the “Credit Master Fund”); • Sona Credit Fund Limited (the “Credit Offshore Fund”); • Sona Credit Fund LP (the “Credit Onshore Fund”); • Sona Credit Opportunities Master Fund Limited (the “Credit Opportunities Master Fund”); • Sona Credit Opportunities Fund Limited (the “Credit Opportunities Offshore Fund”); • Sona Credit Opportunities Fund LP (the “Credit Opportunities Onshore Fund”) • Sona Fios Loan Management II Cayman LP (the “Sona Fios Loan Management II Cayman”); • Sona Fios Loan Management II Delaware LP (the “Sona Fios Loan Management II Delaware”); • Sona SRT Trading SPC (the “Sona SRT Trading”); • Sona SRT I Master Fund S.à r.l. SICAV-RAIF (the “Sona SRT I Master Fund”); • Sona SRT I Co-Invest Feeder Fund LP (the “Sona SRT I Co-Invest Feeder Fund”); • Sona SRT I Co-Invest US Feeder Fund LP (the “Sona SRT I Co-Invest US Feeder Fund”); • Sona SRT I Feeder Fund LP (the “Sona SRT I Feeder Fund LP”); and • Sona SRT I US Feeder Fund LP (the “Sona SRT I US Feeder Fund LP”). In addition, the Firm manages five separately managed account clients (the “SMAs”). The Credit Master Fund, the Credit Offshore Fund, the Credit Onshore Fund, the Credit Opportunities Master Fund, the Credit Opportunities Offshore Fund, the Credit Opportunities Onshore Fund, Sona Fios Loan Management II Cayman, Sona Fios Loan Management II Delaware, Sona SRT Trading, Sona SRT I Master Fund, Sona SRT I Co-Invest Feeder Fund, Sona SRT I Co-Invest US Feeder Fund, Sona SRT I Feeder Fund LP, Sona SRT I US Feeder Fund LP, and the SMAs are herein referred to collectively as the “Sona Funds”, and each individually as a “Sona Fund”. The Credit Onshore Fund’s and the Credit Opportunities Onshore Fund’s “Limited Partners” and the Credit Offshore Fund’s, the Credit Opportunities Offshore Fund’s, and the SMAs’ “Shareholders” are hereafter referred to collectively as the “Investors”. Our investment decisions and advice with respect to the Sona Funds are subject to the investment objectives and guidelines of each of them, as set forth in their -4-

respective “Offering Documents”. The Managed Account, the SMAs, and the Sona Funds are herein collectively referred to as the “Clients”. We do not currently participate in any wrap fee programs. As of December 31, 2025, the Firm had regulatory assets under management of approximately $33.4 billion, managed on a discretionary basis, for the Clients.

Item 5. Fees and compensation

The fees and expenses applicable to each Client are set forth in detail in their respective Offering Documents, the Agreement, and other governing documents. The Firm may enter into different fee arrangements on a Client-by-Client basis. It is critical that all Clients and Investors refer to the applicable Client’s governing documents for a complete understanding of how the Firm and its affiliates are compensated for advisory services. The information contained herein is a summary only and is qualified in its entirety by each applicable Client’s governing documents. Paloma Fund Pursuant to the Agreement, Paloma will pay Sona Asset Management a monthly management fee payable in advance.

Read the rest of Item 5 (475 more words)

We are also entitled to receive an annual performance fee (subject to a hurdle rate and high-water mark) calculated based on net trading profits (after the deduction of losses carried forward from the previous year, if any) as of the end of each calendar year. The performance fee is calculated by the Paloma Fund’s administrator and approved by the Paloma Fund general partner – we neither calculate the performance fee, nor authorize its payment. Other fees and expenses borne by the Managed Account include a pro rata share of the Paloma Fund’s administration fees and expenses as well as any transaction or investment fees or expenses related to the Managed Account’s activities. Sona Funds The Firm is paid an investment management fee (the “Management Fee”) ranging from 1.5% - 2.0% per annum of the net asset value of the applicable Sona Funds. The Management Fee is charged on a monthly basis and paid in arrears based on the applicable Sona Fund’s net asset value on the Valuation Day (as defined in the Offering Documents). Generally, the Management Fee is not negotiable. However, Sona Asset Management in its sole discretion, may waive, rebate or reduce the Management Fee at any time, without notice to or consent from any Sona Fund (or underlying investor in such Sona Fund). In addition to the Management Fee and Performance Allocation (see below) and as set forth in more detail in the applicable Offering Documents, each Sona Fund will generally pay all costs and expenses related to its investments and its operations. See the Offering Documents for details of all applicable fees and expenses. Expenses will generally be shared by all of the investors in the Sona Funds, while expenses related to one or more particular series or classes of investments will be allocated accordingly. For each Sona Fund that invests all or a substantial portion of its assets through a “master fund,” each such “feeder fund” will also be responsible for its pro rata portion of such master fund’s costs and expenses. Expenses of more than one Sona Fund will be shared on an equitable basis among such Sona Funds in accordance with Sona Asset Management’s expense allocation policy. The Sona Funds will reimburse the Firm for any expenses it pays on behalf of the Sona Funds. In addition, certain common expenses of Sona Asset Management and the Sona Funds may initially be billed to the Firm but will ultimately be allocated among the Firm and the Sona -5-

Funds in accordance with Sona Asset Management’s expense allocation policy regarding common expenses. Notwithstanding the foregoing, Sona Asset Management may elect to bear some or all of the above expenses of the Sona Funds. The Firm and its employees do not accept compensation, including sales charges or service fees, from any person for the sale of securities or other investment products.

Item 6. Performance-based fees and side-by-side management

Paloma Fund Pursuant to the Agreement, Paloma will pay Sona Asset Management an annual performance fee (the “Performance-Based Fee”) with respect to the Managed Account. Performance-Based Fees can provide an incentive to take excessive risks. However, the Paloma Fund’s general partner (who is not affiliated with Sona Asset Management) is the Paloma Fund’s risk manager and monitors the Managed Account’s trading and investment activity daily. Per the Agreement, the trading discretion granted to Sona Asset Management is subject to the general partner’s general direction concerning matters of risk, and Sona Asset Management therefore cannot act independently with respect to decisions on the amount of investment risk taken in the Managed Account.

Read the rest of Item 6 (285 more words)

Performance-Based Fees can also create an incentive to overvalue assets, thereby inflating net trading profits through unrealized appreciation. However, Sona Asset Management has no authority to value the Managed Account’s assets; it is the general partner of the Paloma Fund (which is not affiliated with Sona Asset Management) that is responsible for final determinations regarding the valuation of the Managed Account’s positions. Sona Funds Sona Asset Management is entitled to an annual performance-based allocation of 17.5% of realized and unrealized income and gains of the Sona Funds, subject to a high-water mark limitation, as described in the Offering Documents. Performance-based allocation arrangements may create an incentive for us to recommend investments which may be riskier or more speculative than those which we would recommend under a different arrangement in an effort to maximize a Client’s gross profits and receive greater compensation. The Performance-Based Fee will increase with regard to unrealized appreciation as well as realized gains and, accordingly, the Performance-Based Fee may be paid on unrealized gains which may subsequently never be realized. Furthermore, given that an Investor may hold multiple sub-series of a class of Fund interests having subscribed at different times, there is a risk that an Investor may pay a Performance-Based Fee on one or more of the sub-series, and not on the remaining sub-series, despite the aggregate investment not being above “high-water mark”. In addition, the Performance-Based Fee may create an incentive for the Firm and its affiliates to hold Sona Fund investments for a longer duration than would be the case in the absence of a fee based on the Sona Fund performance. Finally, the Firm and its affiliates may provide valuations of certain investments to the Sona Fund administrator.

Item 7. Types of clients

The Firm provides investment advisory services to the Managed Account, which is a portfolio in the Paloma Fund, under the Agreement between the Cayman Manager, the Firm, and Paloma. The Firm also provides investment advisory services to the Sona Funds (as described in Item 4 above), and -6-

the Sona Funds are generally open to, among others, institutions, funds of funds, pension plans, foundations, endowments, high net-worth individuals, financially sophisticated individuals, and other sophisticated investors. Generally, the minimum initial investment in the Sona Funds is $1 million. However, Sona Asset Management may, in its sole discretion, accept smaller initial investments from time to time.

Item 8. Methods of analysis, investment strategies and risk of loss

The investment objective of the Clients is to generate positive net returns in all markets, while preserving capital, primarily by investing within Europe, through active investment and trading across the full breadth of the credit quality spectrum. The Clients may trade in other markets around the globe, should attractive opportunities be identified. Each trade in the Clients’ portfolios will be driven by varying degrees of fundamental credit, technical and relative value analyses. The degree to which each factor is weighted is fluid and depends on numerous quantitative and qualitative factors.

Read the rest of Item 8 (11,980 more words)

The Clients have maximum flexibility to invest in a wide range of instruments including, but not limited to, debt securities and obligations (which may be below investment grade and rated or unrated), listed and unlisted equities, currencies/foreign exchange, commodities, interest rate products, futures, options, warrants, swaps, contracts for differences and other derivative instruments. Derivative instruments may be exchange-traded or over-the-counter. The Clients may engage in short sales. The Clients may also hold cash and cash equivalents (including money market funds) or other securities deemed appropriate by Sona Asset Management pending reinvestment, for use as collateral, or if considered appropriate in order to support the Client’s investment objectives. While the current intention of Sona Asset Management is to achieve the investment objective of the Clients by investing primarily in the instruments referred to above and in accordance with the portfolio composition guidelines referred to above, in exceptional market conditions or where Sona Asset Management is of the opinion that there are insufficient investment opportunities in such markets and instruments, they may retain a significant portion of the Clients’ portfolio in cash and/or in liquid assets including cash equivalents, money market instruments or U.S. Treasury or other government securities of any maturity. Risk Factors An investment in the Sona Fund and/or the Paloma Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. Investors and potential investors should pay attention to the section entitled “Risk Factors” in the Offering Documents for further information about the risk associated with the investment program. Any capitalized terms not otherwise defined in this Brochure have the meanings ascribed to them in the Offering Documents. Sona Asset Management is responsible for the overall risk management of the Sona Funds. As a result of the Risk Factors, as well as other risks inherent in any investment, an investment in the Clients is not appropriate for all investors. There can be no assurance that the Clients will meet their investment objective or that investors will receive a return on their capital. The General Partner of the Onshore Funds and the Directors of the Master Funds and Offshore Funds do not actively manage for each risk described below but rather focus the risk management of the Sona Fund on those risks they deem most relevant to the Sona Fund, as applicable at any given time and from time to time. In addition, over time the risks may evolve or change, with new risks appearing and some risks ceasing to be applicable. The probability of a certain risk having an effect on the Sona Fund may also vary over time. -7-

Primary Risks: Alternative investment strategies are speculative and involve a high degree of risk, including, without limitation, risks associated with limited diversification, leverage, interest rates, currencies, volatility, tracking risks in hedged positions, security borrowing risks in short sales, credit deterioration or default risks, operational risks, counterparty risk and other risks inherent in the Clients’ investment activities and financial instruments traded. The use of leverage can magnify the impact of adverse market moves to which the Clients may be subject. Investments may be materially affected by conditions in the financial markets and overall economic conditions occurring globally or in particular countries or markets in which the Clients invest. There may be risks that are not monitored or controlled by us and risks that may be greater than forecasted, especially in unusual market conditions. Information used to manage risks may not be accurate, complete or current, or misinterpreted by us. Primary Risks include, but are not limited to, the possibilities below. Investment Risk: Inherent in any alternative investment strategy is the risk of total loss of capital. We cannot predict, measure or hedge all market, or other risks inherent in our investment strategies. We may choose or determine that it is economically appropriate not, to hedge certain risks. The profitability of our investment strategies depends to a great extent on our ability to correctly assess the future course of price movements of securities and other investments. There can be no assurance that we will be able to accurately predict price movements. The performance of any investment is subject to numerous factors which we cannot predict or control. These factors include a wide range of economic, political, competitive and other conditions that may affect investments in general or in specific industries or companies. Market volatility may cause performance to fluctuate substantially over time. We may not accurately predict what the exit strategy will ultimately be for any given position. Exit strategies which appear to be viable when an investment is initiated ultimately may be precluded due to economic, legal, political or other factors. Competition: The success of the Sona Fund’s investment activities depends on the Firm’s ability to identify investment opportunities as well as to assess the importance of news and events that may affect the financial markets. Identification and exploitation of the investment strategies to be pursued by the Sona Fund involves a high degree of uncertainty. No assurance can be given that the Adviser will be able to locate suitable investment opportunities in which to deploy all of the Sona Fund’s assets or to exploit discrepancies in the securities and derivatives markets. Execution, Market and Liquidity Risk: We may trade in markets that are volatile and which may become illiquid. Closing positions may be difficult if there is a significant decrease in trading volume or increase in price volatility. Orders may not be executed timely or efficiently in periods of market distress due to various circumstances including liquidity and market restrictions. At times, the fixed income markets have experienced significant falloffs in liquidity. While such events may sometimes be attributable to changes in interest rates or other factors, the cause is not always apparent. During periods of market illiquidity, we may not be able to close out positions or may only be able to do so at unfavourable prices. This liquidity risk could adversely impact the performance of the Clients and may be difficult or impossible to hedge against. We may also invest in financial instruments that are not publicly traded and may not be able to readily dispose of such instruments and, in some cases, may be contractually prohibited from disposing of such securities for a specified period of time. The prices of securities can be highly volatile. Price movements are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events. Although market volatility can create trading opportunities, too much volatility may create additional risks that may impact our ability to put on and maintain effective hedges. It can cause the correlation between long positions and hedges to diverge, with the hedge having the opposite effect of that intended. Special Situations, Event-Driven Investing and Merger Arbitrage: Event-driven strategies often involve the purchase of a company’s securities after the announcement or disclosure of a significant event, including -8-

but not limited to a spin-off, auction of the company or subsidiary, merger, bankruptcy, recapitalizations, litigation or other liability impairments, turnarounds, management changes, consolidations, tender offer and other catalyst-oriented situations. Merger or “risk” arbitrage strategies seek to exploit merger activity to capture or sell short the spread between current market values of securities and their values after successful completion of a merger, restructuring or similar corporate transaction. Merger arbitrage investments typically incur significant losses when the anticipated merger or acquisition transactions are not consummated. Merger arbitrage and event driven strategies also depend on the overall volume of merger activity, which historically has been cyclical in nature. The success of these strategies is dependent on our ability to make predictions about the likelihood that an event will occur and the impact such event will have on the value of a company’s securities. If the event fails to occur or it does not have the effect foreseen, losses can result. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including, but not limited to: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable federal or state securities laws; and (vii) inability to obtain adequate financing. Because of the inherently speculative nature of event driven investing, performance results can be expected to fluctuate from period to period. Securities of Non-U.S. Companies: Investments in securities of non-U.S. issuers have a range of risks which may include expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, political or social instability, illiquidity, price volatility and market manipulation. In addition, less information may be available regarding securities of non-U.S. issuers, and non-U.S. issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to, or as uniform as, those of U.S. issuers. There may also be less government supervision and regulation of exchanges, brokers and issuers than there is in the U.S., and we may have greater difficulty taking appropriate legal action in non-U.S. courts. Non-U.S. markets also have different clearance and settlement procedures which in some markets have at times failed to keep pace with the volume of transactions, creating substantial delays and settlement failures that could adversely affect the Clients’ performance. Transaction costs of investing in non-U.S. securities markets may be higher than in the U.S., and securities denominated or whose prices are quoted in non-U.S. currencies also pose currency exchange risks (including blockage, devaluation and non-exchangeability). Stock markets in certain countries or sectors may have a relatively low volume of trading. Securities of companies in such markets may also be less liquid and more volatile than securities of comparable companies elsewhere. There may be low levels of government regulation of stock exchanges, brokers, and listed companies in certain countries. In addition, settlements of trades in some markets are slow and subject to failure. Accounting for Uncertainty in Income Taxes: Accounting Standards Codification 740 (“ASC 740”), “Income Taxes” (in part formerly known as “FIN 48”), provides guidance on the recognition of uncertain tax positions. ASC 740 prescribes the minimum recognition threshold that a tax position is required to meet before being recognised in an entity’s financial statements. It also provides guidance on recognition, measurement, classification and interest and penalties with respect to tax positions. The financial statements of the Sona Funds will be prepared in accordance with U.S. GAAP and prospective investors should be aware that, among other things, ASC 740 could have a material adverse effect on the periodic calculations of the Net Asset Value of the Clients, including reducing the Net Asset Value of the Client to reflect reserves for income taxes that may be payable in respect of current and/or prior periods by the Clients. This could cause benefits or detriments to certain Investors, depending upon the timing of their entry into and exit from the Sona Funds. Amortisation of Establishment Costs: The financial statements of the Fund will be prepared in accordance -9-

with U.S. GAAP. U.S. GAAP does not permit the amortisation of certain costs relating to the establishment of the Fund. Notwithstanding this, the Directors and General Partners may, for the purposes of calculating the Net Asset Value, at their discretion resolve to amortise the organisational costs of the Sona Funds over a period of time. EU Markets in Financial Instruments Directive: The package of European Union market infrastructure reforms known as “MiFID II” regulates trading platforms and firms providing investment services, including the Firm and its affiliates. MiFID II affects financial market structure, trading and clearing obligations, product governance and investor protection. The MiFID II directive has been “transposed” into national law by member states. The transposition process has opened the door to the act of so-called “gold-plating”, where individual member states and their national competent authorities (“NCAs”) introduce requirements over and above those of the European text and apply MiFID II provisions to market participants that would not otherwise be caught by MiFID II. NCAs in certain jurisdictions may propose a number of regulatory measures and/or regulatory positions that may be unclear in scope and application resulting in confusion and uncertainty. It is difficult to predict how these regulatory positions or additional governmental restrictions may be imposed on market participants and/or the effect of such restrictions on the implementation of a Client’s investment objective. It is also difficult to predict the unintended consequences of MiFID II on the operation and performance of Clients, which may be directly or indirectly impacted by changes to market structure, trading and clearing obligations, product governance and investor protection and/or regulatory interpretation. MiFID II brought in significant changes to pre- and post-trade transparency obligations in respect of financial instruments admitted to trading on EU trading venues, including a new transparency regime for non-equity financial instruments; an obligation to execute transactions in shares and derivatives on a regulated trading venue; and a new focus on regulation of algorithmic and high frequency trading. These reforms may lead to a reduction in liquidity in certain financial instruments, as some of the sources of liquidity exit European markets, and an increase in transaction costs, and, as a consequence, may have an adverse impact on the investment program of Clients. Other regulatory changes, such as an increase in the scope of commodities and commodity derivatives regulation, including position limits and position management powers could similarly lead to liquidity reduction and/or an increase in costs and spreads in the commodities markets. New rules requiring the unbundling of the costs of research and other services from dealing commission, and further restrictions on the Firm’s ability to receive certain types of goods and services from brokers, are likely to result in an increase in the investment-related expenditure of the Clients and/or negatively impact the Firm’s and its affiliates’ ability to access investment research. Developing or Emerging Markets: Any of our investment strategies may be executed in developing or emerging markets. In addition to the risks for securities of non-U.S. companies, developing or emerging markets may be more likely than developed markets to experience periods of illiquidity, market disruptions, political instability, economic distress, social instability, rule changes, restrictions on capital movement, etc. Material Non-public Information: We may come into possession of material non-public information that would limit our ability to buy and sell investments for the Clients. The Clients’ investment flexibility may be constrained as a consequence of our inability to take certain actions because of such information. The Clients may experience losses if we are unable to sell an investment because we are in possession of material non-public information about the investment. Changes in Regulatory Frameworks: Following elections in the United States and the United Kingdom referendum on membership of the European Union, there is a risk of significant changes being made to the regulatory frameworks which are relevant to the activities of the Clients, the Firm and any co-investment managers. Such changes may result in significant costs being incurred by the Clients and/or may impact - 10 -

Client’s ability to achieve its investment objective. Business Continuity and Disaster Recovery: The General Partner, Sona Asset Management (US) LLC, their affiliates, and the clients may be vulnerable to disruption in the case of catastrophic events such as fires, natural disaster (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 General Partner, Sona Asset Management (US) LLC and/or their affiliates have 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. Cybersecurity Risks: The Firm and its affiliates’ information and technology systems may be vulnerable to damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorised persons and security breaches, usage errors by its respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although the Firm and its affiliates have implemented various measures to manage risks relating to these types of events, cybersecurity risks are constantly evolving and managers may not be able to implement adequate security measures to prevent a targeted attack. If these systems are compromised, become inoperable for extended periods of time, or cease to function properly, the Firm, its affiliates, and/or the Clients 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, the Firm’s affiliates, and/or the Clients’ 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 and its affiliates’ reputation, subject any such entity and their respective affiliates to legal claims and otherwise affect their business and financial performance. Artificial Intelligence: Recent technological advances in artificial intelligence (“Artificial Intelligence”), including OpenAI’s release of its ChatGPT application, pose risks to the Clients and their investments. The Clients and their respective investments could be exposed to the risks of artificial intelligence if third-party service providers or any counterparties use such technology in their business activities. The Clients may not be in a position to control the use of Artificial Intelligence in third-party products or services. Artificial Intelligence is generally highly reliant on the collection and analysis of large amounts of data, and it is not possible or practicable to incorporate all relevant data into the model that Artificial Intelligence utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy and error — potentially materially so — and could otherwise be inadequate or flawed, which would be likely to degrade the effectiveness of Artificial Intelligence. To the extent that the Clients are exposed to the risks of Artificial Intelligence use, any such inaccuracies or errors could have adverse impacts on the Clients or their portfolio investments. Conversely, to the extent competitors of the Clients and their portfolio investments utilize Artificial Intelligence more extensively than the Clients and their portfolio investments, there is a possibility that such competitors will gain a competitive advantage. Artificial Intelligence and its applications, including in the private investment and financial sectors, continue to develop rapidly, and it is impossible to predict the future risks that may arise from such developments. Risks Related to Specific Instruments: Debt Securities: The Clients may from time to time invest in debt securities which may be unrated by a recognized credit-rating agency or below investment grade and which are subject to greater risk of loss of principal and interest than higher-rated debt securities. The Clients may invest in debt securities which rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of which may be secured on substantially all of that issuer’s assets. The Clients may invest in debt securities which are not protected by financial covenants or limitations on additional indebtedness. The Clients will therefore be subject to credit, liquidity and interest rate risks. In addition, evaluating credit risk for debt - 11 -

securities involves a higher degree of uncertainty making comparison across countries, issuers and borrowers difficult. Credit markets are volatile and may become illiquid and as a consequence may be of limited use when determining the value of instruments. Distressed Investments: Certain Clients may invest in securities of issuers that are in financial distress, experiencing poor operating results, having substantial capital needs or negative net worth, facing special competitive or product obsolescence problems, or that are involved in bankruptcy or reorganization proceedings. These securities may include bank loans, senior or subordinated debt securities, trade claims, promissory notes, preferred equity, warrants and other evidence of indebtedness. There are significant business risks associated with distressed investments. There can be no assurance that Sona Asset Management will correctly evaluate the nature and magnitude of all factors that could affect the outcome of an investment situation. Investments in financially troubled companies involve substantial financial and business risks that can result in substantial or even total loss. Among the risks inherent in such investments is the fact that it frequently may be difficult to obtain information as to the true condition of such issuers. Investments in securities of companies in bankruptcy, liquidation or reorganization proceedings are often subject to litigation among the participants in such proceedings. Such investments also may be adversely affected by federal and state laws relating to, among other things, fraudulent transfers and other voidable transfers or payments, lender liability and a bankruptcy court’s power to disallow, reduce, subordinate or disenfranchise particular claims. These and other factors contribute to above-average price volatility and abrupt and erratic movements of the market prices of these securities, and the spread between the bid and asked prices of such securities may be greater than normally expected. It may take a number of years for the market price of such securities to reflect their intrinsic value. High Yield Debt: A substantial portion of the high yield debt in which the Clients may invest are rated below investment-grade by one or more nationally recognized statistical rating organizations or are unrated but of comparable credit quality to obligations rated below investment-grade and have greater credit and liquidity risk than more highly rated debt obligations. Lower-rated securities may include securities that have the lowest rating or are in default. High yield debt is generally unsecured and may be subordinate to other obligations of the obligor. The lower rating of high yield debt reflects a greater possibility that adverse changes in the financial condition of the obligor or in general economic conditions (including, for example, a substantial period of rising interest rates or declining earnings) or both may impair the ability of the obligor to make payment of principal and interest. Many issuers of high yield debt are highly leveraged, and their relatively high debt-to-equity ratios create increased risks that their operations might not generate sufficient cash flow to service their debt obligations. In addition, many issuers of high yield debt may be in poor financial condition, experiencing poor operating results, having substantial capital needs or negative net worth or be facing special competitive or product obsolescence problems, and may include companies involved in bankruptcy or other reorganizations or liquidation proceedings. Certain of these securities may not be publicly traded, and therefore, it may be difficult to obtain information as to the true condition of the issuers. Overall declines in the below investment-grade bond and other markets may adversely affect such issuers by inhibiting their ability to refinance their debt at maturity. High yield debt is often less liquid than higher rated securities. High yield debt is often issued in connection with leveraged acquisitions or recapitalizations in which the issuers incur a substantially higher amount of indebtedness than the level at which they had previously operated. High yield debt has historically experienced greater default rates than has been the case for investment-grade securities. The Clients may also invest in equity securities issued by entities with unrated or below investment-grade debt. High yield debt may also be in the form of zero-coupon or deferred interest bonds, which are bonds which are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance. While zerocoupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Such investments experience greater - 12 -

volatility in market value due to changes in the interest rates than bonds that provide for regular payments of interest. Investing in lower-rated securities involves special risks in addition to the risks associated with investments in higher-rated fixed income securities, including a high degree of credit risk. Lower-rated securities may be regarded as predominately speculative with respect to the issuer’s continuing ability to meet principal and interest payments. Analysis of the creditworthiness of issuers/issues of lower-rated securities may be more complex than for issuers/issues of higher quality debt securities. Securities that are in the lowest rating category are considered to have extremely poor prospects of ever attaining any real investment standing, to have a current identifiable vulnerability to default and/or to be unlikely to have the capacity to pay interest and repay principal. The secondary markets on which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect and cause large fluctuations in the value of the Client’s portfolio. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of lower-rated securities, especially in a thinly traded market. The use of credit ratings as the sole method of evaluating lower-rated securities can involve certain risks. For example, credit ratings evaluate the safety of principal and interest payments, not the market value risk of lower-rated securities. Also, credit rating agencies may fail to change credit ratings in a timely fashion to reflect events since the security was rated. Defaulted Securities: The Clients may invest in the securities of companies involved in bankruptcy proceedings, reorganizations and financial restructurings and may have a more active participation in the affairs of the issuer than is generally assumed by an investor. This may subject the Clients to litigation risks or prevent the Clients from disposing of securities. In a bankruptcy or other proceeding, a Client as a creditor may be unable to enforce its rights in any collateral or may have its security interest in any collateral challenged, disallowed or subordinated to the claims of other creditors. While the Clients will attempt to avoid taking the types of actions that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not be asserted or that the Clients will be able to successfully defend against them. Bank Loans: The Firm expects that a certain amount of Client investments will consist of interests in loans originated by banks and other financial institutions. The loans invested in by the Clients may include term loans and revolving loans, may pay interest at a fixed or floating rate and may be senior or subordinated. Purchasers of bank loans are predominantly commercial banks, investment funds and investment banks. As secondary market trading volumes for bank loans increase, new bank loans are frequently adopting standardized documentation to facilitate loan trading which should improve market liquidity. The bank loan market currently, however, is facing unprecedented levels of illiquidity and volatility. There can be no assurance as to when or even if this current market illiquidity and volatility will abate or that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity, that the current period of illiquidity will not persist or worsen and that the market will not experience periods of significant illiquidity in the future. In addition, the Clients will make investments in stressed or distressed bank loans which are often less liquid than performing bank loans. The Clients may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Clients generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Clients may not directly benefit from the collateral supporting the debt obligation in which they have purchased the participation. As a result, the Clients will assume the credit risk of both the borrower and the institution selling the participation. A selling institution - 13 -

voting in connection with a potential waiver of a default by a borrower may have interests different from those of the Clients, and the selling institution might not consider the interests of the Clients in connection with its vote. Notwithstanding, most participation agreements with respect to loans provide that the selling institution may not vote in favor of any amendment, modification or waiver that forgives principal, interest or fees, reduces principal, interest or fees that are payable, postpones any payment of principal (whether a scheduled payment or a mandatory prepayment), interest or fees or releases any material guarantee or collateral without the consent of the participant (at least to the extent the participant would be affected by any such amendment, modification or waiver). In addition, many participation agreements with respect to loans that provide voting rights to the participant further provide that if the participant does not vote in favor of amendments, modifications or waivers, the selling institution may repurchase such participation at par. The bank loans acquired by the Clients are intended largely to be below investment-grade. For discussion of the risks associated with below investment-grade investments, see the risk factor entitled “High Yield Debt” above. Contingent Liabilities and Contingent Liability Transactions: The Sona Funds may from time to time incur contingent liabilities in connection with an investment. For example, the Credit Master Fund or Credit Opportunities Master Fund (the “Master Funds”) may acquire a revolving credit facility that has not yet been fully drawn. If the borrower subsequently draws down on the facility, the Master Funds will be obligated to fund the amounts due. Contingent liability transactions, which are margined, require the Master Funds to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If the Master Funds trade in futures and forwards, options, contracts for difference, swaps or repurchase transactions, it may sustain a total loss of the margin deposited to establish or maintain a position. If the market moves against the Master Funds, it may be called upon to pay substantial additional margin at short notice to maintain the position. If the Master Funds fail to do so within the time required, their positions may be liquidated at a loss and the Master Funds will be responsible for the resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when the Master Funds entered the contract. Short Selling: The Clients may enter into transactions, known as “short sales”, which involve selling securities they do not own in anticipation of a decline in the market value of the securities (or as a hedge against a long position in another security) and borrowing the same securities for delivery to the purchaser, with an obligation to redeliver the securities equivalent to the borrowed securities at a later date. Short selling allows the investor to profit from a decline in market price to the extent such decline exceeds the transaction costs and the costs of borrowing the securities. The extent to which a Client engages in short sales will depend upon the investment strategy and opportunities available to Sona Asset Management. A short sale creates the risk of an unlimited loss, in that the price of the underlying securities could theoretically increase without limit, thus increasing the cost to the Client of buying those securities to cover the short position. Brokers may also require the Client to “cover” a short position at an inopportune time. There can be no assurance that a Client will be able to maintain the ability to borrow securities sold short. In such cases, the Client can be “bought in” (i.e., forced to repurchase securities in the open market to return to the lender). There also can be no assurance that the securities necessary to cover a short position will be available for purchase at or near prices quoted in the market. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. Due to legislative or regulatory action taken by regulators and governments around the world as a result of recent volatility in the global financial markets, taking short positions on certain assets has been restricted. The levels of restriction vary across different jurisdictions and are subject to change in the short to medium term. These restrictions have made it difficult, and in some cases, impossible for certain market participants to either continue to implement their investment strategies or to control the risk of their open positions. Accordingly, Sona Asset Management may not be in a position to trade in a way to fully benefit from its negative views in relation to certain assets, companies or sectors, and the ability of Sona Asset Management to fulfil the investment objectives of the Clients may therefore be constrained. - 14 -

Equity Securities Generally: The value of equity securities of public and private, listed and unlisted companies and equity derivatives generally varies with the performance of the issuer and movements in the equity markets. As a result, the Clients may suffer losses if they invest in equity instruments of issuers whose performance diverges from Sona Asset Management’s expectations or if equity markets generally move in a single direction and the Clients have not hedged against such a general move. The Clients also may be exposed to risks that issuers will not fulfil contractual obligations such as, in the case of convertible securities or private placements, delivering marketable common stock upon conversions of convertible securities and registering restricted securities for public resale. Cross Class Liabilities: Certain Sona Funds have the power to issue interests in classes and series. Such Sona Fund’s governing documents provide for the manner in which the liabilities are to be attributed across the various classes and series (generally liabilities are to be attributed to the specific class or series in respect of which the liability was incurred). However, such Sona Fund is a single legal entity and there is no limited recourse protection for any class or series. Accordingly, all of the assets of the Sona Fund will be available to meet all of its liabilities regardless of the class or series to which such assets or liabilities are attributable. In practice, cross-class liability is only expected to arise where liabilities referable to one class or series are in excess of the assets referable to such class or series and it is unable to meet all liabilities attributed to it. In such a case, the assets of the Sona Fund attributable to other classes or series may be applied to cover such liability excess and the value of the contributing classes or series will be reduced as a result. Derivatives: Certain Clients may utilize both exchange-traded and over-the-counter derivatives, including, but not limited to, futures, forwards, swaps, options and contracts for differences, as part of their investment policy and for hedging purposes. These instruments can be highly volatile and expose investors to a high risk of loss. The low initial margin deposits sometimes required to establish a position at the outset in such instruments may permit a high degree of leverage. As a result, depending on the type of instrument, a relatively small movement in the price of a contract may result in a profit or a loss which is high in proportion to the amount of funds actually placed as initial margin and may result in potentially unquantifiable further loss exceeding any margin deposited. In the event that a call for further margin exceeds the amount of cash available to a Client, the Client will be required to close out the relevant contract. In addition, daily limits on price fluctuations and speculative position limits on exchanges may prevent prompt liquidation of positions resulting in potentially greater losses. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Transactions in over-the-counter contracts may involve additional risk as there is no exchange or market on which to close out an open position. It may be impossible to liquidate an existing position, to assess the value of a position or to assess the exposure to risk. Contractual asymmetries and inefficiencies can also increase risk, such as break clauses, whereby a counterparty can terminate a transaction on the basis of a certain reduction in net asset value, incorrect collateral calls or delays in collateral recovery. The Clients may also sell covered and uncovered options on securities and other assets. To the extent that such options are uncovered, the Clients could incur an unlimited loss. Options: There are certain risks associated with the sale and purchase of options. The Clients may invest in call and/or put options. A buyer of either type of option assumes the risk of losing its entire investment in the option. A buyer of a call option risks losing its investment if the underlying security never reaches the designated price within the set time period. A buyer of a put option risks losing its investment if the underlying security does not decline enough to reach the designated price within the set time period. The Clients may trade certain options over-the-counter, instead of on an exchange. The risk of nonperformance by opposing parties on over-the-counter options is typically greater than the risk of nonperformance on exchange-traded options. Also, options not traded on exchanges are not subject to the same level of government regulation as are exchange-traded instruments, and many of the protections afforded to participants in a regulated environment may not be available in connection with over-thecounter transactions. Currency Options: The Sona Funds acquire or sell currency options, the value of which depend largely upon the likelihood of favourable price movements in the underlying currency in relation to the exercise (or - 15 -

strike) price during the life of the option. Many of the risks applicable to trading the underlying currencies are also applicable to over-the-counter options trading. In addition, there are a number of other risks associated with the trading of options including the risk that the purchaser of an option may at worst lose its entire investment (the premium it pays) and a seller could incur unlimited loss. Like the writing of other kinds of options, the writing of an option on a currency constitutes only a partial hedge, up to the amount of the premium received. The Sona Funds could be required, with respect to any option they have written, to purchase or sell currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on a currency may constitute an effective hedge against fluctuation in exchange rate, although in the event of rate movements adverse to the Sona Fund’s position, the Sona Fund could forfeit the entire amount of the premium plus related transaction costs. Index or Index Options: The value of an index or index option fluctuates with changes in the market values of the securities included in the index. Because the value of an index or index option depends upon movements in the level of the index rather than the price of a particular security, whether the Clients will realize appreciation or depreciation from the purchase or writing of options on indices depends upon movements in the level of instrument prices in the security market generally or, in the case of certain indices, in an industry or market segment, rather than movements in the price of particular securities. Index Futures: The price of index futures contracts may not correlate perfectly with the movement in the underlying index because of certain market distortions. First, all participants in the futures market are subject to margin deposit and maintenance requirements. Rather than meeting additional margin deposit requirements, shareholders may close futures contracts through offsetting transactions that would distort the normal relationship between the index and futures markets. Second, from the point of view of speculators, the deposit requirements in the futures market are less onerous than margin requirements in the securities market. Therefore, increased participation by speculators in the futures market also may cause price distortions. Successful use of index futures contracts by the Clients also is subject to the Firm’s ability to correctly predict movements in the direction of the market. Swap Agreements; Generally: Certain Clients may enter into swap agreements and options on swap agreements (“swaptions”). These agreements can be individually negotiated and structured to include exposure to a variety of different types of investments, asset classes or market factors. The Clients, for instance, may enter into correlation swaps, variance swaps, volatility swaps or other swap agreements with respect to interest rates, credit defaults, currencies, securities, indexes of securities and other assets or other measures of risk or return. Depending on their structure, swap agreements may increase or decrease the Client’s exposure to, for example, equity securities, long-term or short-term interest rates, foreign currency values, credit spreads or other factors. Swap agreements can take many different forms and are known by a variety of names. The Firm is not limited to any particular form of swap agreement. Whether the Firm’s use of swap agreements or swaptions will be successful will depend on its ability to select appropriate transactions for the Clients. Swap transactions may be highly illiquid and may increase or decrease the volatility of the Client’s portfolio. Moreover, the Client bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or insolvency of its counterparty. The Client will also bear the risk of loss related to swap agreements, for example, for breaches of such agreements or the failure of the Client to post or maintain required collateral. Many swap markets are relatively new and still developing. It is possible that developments in the swap markets, including potential government regulation, could adversely affect the Firm’s ability to terminate swap transactions or to realize amounts to be received under such transactions. In the United States, a credit default swap is either a securities-based swap, or if it relates to a broad-based index, a swap that may be subject to the mandatory clearing requirement and other costs and risks. Futures Contracts: Certain Clients may engage in futures trading. Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or to settle the position with cash. They carry a high degree of risk. The low margins normally required in futures trading permit a very high degree of leverage. As a result, a relatively small movement in the price of a - 16 -

futures contract may result in a profit or loss which is high in proportion to the amount of funds actually placed as margin and may result in unquantifiable further loss exceeding any margin deposited. Futures trading in many contracts on futures exchanges (although generally not in currencies) is subject to daily price fluctuation restrictions, commonly referred to as “daily limits”, which prohibit the execution of futures trades on any given day outside a prescribed price range based on the previous day’s closing prices. Daily limits do not limit ultimate losses but may make it costly or impossible for Sona Asset Management to liquidate a futures position against which the market is moving. A series of “limit moves”, in which the market price moves the “daily limit” with little or no trading taking place, could subject the Clients to major losses. The “gearing” or “leverage” often obtainable in futures trading means that a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small movement in the value of an underlying asset can lead to a proportionately much larger movement in the value of the Client’s investment, and this can work against the Client as well as for it. Futures transactions have a contingent liability, and the implications of this, in particular the margining requirements, are described above under “Contingent Liability Transactions” above. Forward Contracts: Banking authorities generally do not regulate trading in forward contracts. The principals who deal in the forward contract market are not required to continue to make markets in such contracts. There have been periods during which certain participants in forward markets have refused to quote prices for forward contracts or have quoted prices with an unusually widespread between the price at which they were prepared to buy and that at which they were prepared to sell. The imposition of credit controls or price risk limitations by governmental authorities may limit such forward trading to less than that which the Firm would otherwise recommend, to the possible detriment of the Clients. In its forward trading, the Clients will be subject to the risk of the failure of, or the inability or refusal to perform with respect to its forward contracts by, the principals with which the Clients trade. Client assets on deposit with such principals will also generally not be protected by the same segregation requirements imposed on certain regulated brokers in respect of customer funds on deposit with them. The Firm may order trades for the Clients in such markets through agents. Accordingly, the insolvency or bankruptcy of such parties could also subject the Clients to the risk of loss. Contracts for Differences: Contracts for differences (“CFDs”) are privately negotiated contracts between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value at the end of the contract. The underlying instrument may be a single security, stock basket or index. A CFD can be set up to take either a short or long position on the underlying instrument. The buyer and seller are both required to post margin, which is adjusted daily. The buyer will also pay to the seller a financing rate on the notional amount of the capital employed by the seller less the margin deposit. A CFD is usually terminated at the buyer’s initiative. As is the case with owning any financial instrument, there is the risk of loss associated with buying a CFD. There may be liquidity risk if the underlying instrument is illiquid because the liquidity of a CFD is based on the liquidity of the underlying instrument. A further risk is that adverse movements in the underlying security will require the buyer to post additional margin. CFDs also carry counterparty risk, i.e., the risk that the counterparty to the CFD transaction may be unable or unwilling to make payments or to otherwise honor its financial obligations under the terms of the contract. If the counterparty were to do so, the value of the contract may be reduced. Entry into a CFD transaction may, in certain circumstances, require the payment of an initial margin and adverse market movements against the underlying stock may require the buyer to make additional margin payments. CFDs may be considered illiquid. To the extent that there is an imperfect correlation between the return on a Client’s obligation to its counterparty under the CFDs and the return on related assets in its portfolio, the CFD transaction may increase the Client’s financial risk. Credit Default Swaps: Certain Clients may take long and short positions in credit default swaps. A credit default swap is a type of credit derivative which allows one party (the “protection buyer”) to transfer credit - 17 -

risk of a reference entity (the “reference entity”) to one or more other parties (the “protection seller”). The protection buyer pays a periodic fee to the protection seller in return for protection against the occurrence of a number of events (each, a “credit event”) experienced by the reference entity. Credit default swaps carry specific risks including credit event risks such as the reference entity’s bankruptcy or failure to pay, high levels of gearing, the possibility that premiums are paid for credit default swaps which expire worthless, wide bid/offer spreads and documentation risks. In addition, there can be no assurance that the counterparty to a credit default swap will be able to fulfil its obligations to the Client if a credit event occurs in respect of the reference entity. Further, the counterparty to a credit default swap may seek to avoid payment following an alleged credit event by claiming that there is a lack of clarity in, or an alternative meaning of, language used in the contract, most notably the language specifying what would amount to a credit event. Exchange-Traded Funds: Clients, such as the Sona Funds, invest in exchange-traded funds (“ETFs”). ETFs are open-ended investment vehicles, the units of which are listed and tradable on stock exchanges or, in some cases, traded over the counter. ETFs usually aim to track the returns of a certain index or benchmark, either by physically holding the underlying stock of the index or by synthetically using derivatives to achieve the same returns as the index. An ETF is managed by its manager. ETF investors are generally subject to the same risk as holders of the underlying securities the ETF is designed to track. ETFs are also subject to certain additional risks, including, without limitation: (i) lack of correlation (there is a risk that the unit price of the ETF may not correlate perfectly with changes in the prices of the underlying securities it is designed to track); (ii) market risks (the trading of the ETF may be halted due to market conditions or other reasons, based on the policies of the exchange upon which the ETF trades); (iii) liquidity risks (there is a risk, particularly during times of market stress, that liquidity of ETFs could be reduced); (v) counterparty credit risk (synthetic ETFs are exposed to counterparty risks); (vi) increased fees (the Clients will bear, along with other investors in an ETF, their pro rata portion of the ETF’s expenses, including management fees; accordingly, in addition to bearing their proportionate share of the Sona Fund’s expenses (e.g., management fees and operating expenses), Investors may also indirectly bear similar expenses of an ETF, which can have a material adverse effect on the return on capital of the Sona Fund); (vii) concentration risk (there are a limited number of ETF providers and the failure of a single ETF provider could affect the ETF market); and (viii) legal risk (ETFs have been subject to scrutiny by certain European institutions, as well as several national supervisory authorities and it is uncertain what impact future regulations will have on the ETF market). Structured Credit Products: Certain Clients, such as the Sona Funds, may make investments in structured credit products. Special risks may be associated with investments in structured credit products, collateralized debt obligations, synthetic credit portfolio transactions and asset-backed securities. For example, synthetic portfolio transactions may be structured with two or more classes of tranches that receive different proportions of the interest and principal distributions on a pool of credit assets. The yield to maturity of a tranche may be extremely sensitive to the rate of defaults in the underlying reference portfolio. A rapid change in the rate of defaults may have a material adverse effect on the yield to maturity. It is therefore possible that a Client may incur losses on its investments in structured products regardless of their ratings by S&P or Moody’s. Additionally, the securities in which the Clients are authorized to invest include securities that are subject to legal or contractual restrictions on their resale or for which there is a relatively inactive trading market. Securities subject to resale restrictions may sell at a price lower than similar securities that are not subject to such restrictions. Failure to Enter into Offsetting Trade: To the extent the Clients invest in a futures contract or option long, unless an offsetting trade is made, the Clients would be required to take physical delivery of the commodity underlying the future or option. To the extent the Firm fails to enter into such offsetting trade prior to the expiration of the contract, the Clients may suffer a loss since neither the Clients nor the Firm has the operational capacity to accept physical delivery of commodities.

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Initial Public Offerings: From time to time the Sona Funds may purchase securities that are part of initial public offerings (e.g., new issues). The prices of these securities may be very volatile. The issuers of these securities may be undercapitalized, have a limited operating history, and lack revenues or operating income without any prospects of achieving them in the near future. Some of these issuers may only make available a limited number of shares for trading and therefore it may be difficult for the Sona Funds to trade these securities without unfavorably impacting their prices. In addition, investors may lack extensive knowledge of the issuers of these securities. FINRA rules restrict certain persons from participating in new issues. As a result, certain Investors may be restricted from participating in profits and losses attributable to such investments. Illiquid Investments: The Clients may make investments that due to legal or other restrictions suddenly may become illiquid. The market prices, if any, of illiquid investments tend to be more volatile and it may not be possible to sell such investments when desired or to realize their fair value in the event of a sale. Moreover, securities in which the Clients may invest include those that are not listed on a stock exchange or traded in an over-the-counter market. As a result of the absence of a public trading market for these securities, they may be less liquid than publicly traded securities. There may be substantial delays in attempting to sell non-publicly traded securities. Although these securities may be resold in privately negotiated transactions, the prices realized from these sales could be less than those originally paid. Further, companies whose securities are not publicly traded are not subject to the disclosure and other investor protection requirements that would be applicable if their securities were publicly traded. Illiquidity of Shares: There is currently no active secondary market for the interests in Sona Funds and it is not expected that such a market will develop. There can be no assurance that the liquidity of the investments of the Sona Funds will always be sufficient to meet redemption requests as, and when, made. Any lack of liquidity of the investments may affect the liquidity of the interests in the Sona Funds and the value of the Sona Funds’ investments. For such reasons, the directors and/or general partners of the Sona Funds may suspend the determination of net asset value (and hence redemptions) in certain circumstances as provided in the Offering Documents and/or other governing documents. Exchange Rate Fluctuations & Currency Considerations: Changes in currency exchange rates (to the extent unhedged) will affect the value of the Sona Funds and the unrealized appreciation or depreciation of investments. The base currency of the Sona Funds is the U.S. Dollar. The assets of the Sona Funds will, however, be invested in securities and other investments which are denominated in other currencies. Accordingly, the value of the Sona Funds and that of their assets may be affected favorably or unfavorably by fluctuations in currency rates. The Firm and its affiliates may, or may not, seek to hedge the foreign currency exposure of the Sona Funds and consequently the Sona Funds may be subject to foreign exchange risks. There can be no guarantee that such hedging, if undertaken, will be effective. To the extent that the Firm and its affiliates engage in currency hedging, Investors may be exposed to certain additional risks. Although the Firm and its affiliates will seek to ensure that prudent hedging techniques are employed, the Clients, may be exposed to considerable losses as a result of its hedging policy. Investors should note that there can be no guarantee that the hedges which the Firm and its affiliates put in place will be effective. Transaction Costs: Transaction costs of investing in non-U.S. securities markets are generally higher than in the U.S., and securities denominated or whose prices are quoted in non-U.S. currencies also pose currency exchange risks (including blockage, devaluation and non-exchangeability). Hedging Transactions: The Clients may utilize financial instruments both for investment purposes and for risk management purposes in order to (i) protect against possible changes in the market value of their investment portfolios resulting from fluctuations in the markets and changes in interest rates; (ii) protect unrealized appreciation in the value of their investment portfolios; (iii) facilitate the sale of any such investments; (iv) enhance or preserve returns, spreads or appreciation on any investment in their portfolios; (v) hedge against a directional trade; (vi) hedge the interest rate, credit or currency exchange rate on any of their investments; (vii) protect against any increase in the price of any investments they - 19 -

anticipate purchasing at a later date; or (viii) act for any other reason that Sona Asset Management deems appropriate. The Clients will not be required to hedge any particular risk in connection with a particular transaction or their portfolios generally. While the Firm may enter into hedging transactions to seek to reduce risk, such transactions may result in a poorer overall performance for the Client than if it had not engaged in any such hedging transaction. Moreover, it should be noted that the Clients’ portfolios will always be exposed to certain risks that may not be hedged. Highly Volatile Markets: The prices of derivative instruments, including options prices, may be highly volatile. Price movements of forward contracts and other derivative contracts in which the Clients may invest are influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary, and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets. Such intervention is often intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Clients are also subject to the risk of the failure of any of the exchanges on which their positions trade or of their clearing houses. Leverage and Financing Risk: The Clients could experience losses due to their use of leverage. While leverage presents opportunities for increasing the Clients’ total return, it has the effect of potentially increasing losses as well. Further, if the securities pledged to brokers to secure margin accounts decline in value, the Clients could be subject to a “margin call,” pursuant to which the Clients must either deposit additional funds or securities with the brokers or suffer mandatory liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop in the value of the Clients’ assets, we may be forced to liquidate the Clients’ assets to raise money to satisfy margin requirements. The forced liquidation of all or a portion of the Clients’ assets at distressed prices could result in significant losses to the Clients. Change in Margin Terms: In the absence of specific agreements, securities margin arrangements are generally subject to change or revocation by the lender upon very limited notice and for any or no reason. The lender may demand an increase in the collateral, including requiring collateral equal to the full amount of the borrowings, and, if the Clients are unable to provide additional collateral, the lender could liquidate assets held by the lender to satisfy the Clients’ obligations. The assets of the Clients could be part of such a liquidation. Liquidation in that manner could have extremely adverse consequences, which may be exacerbated in the event that these changes or revocations are imposed suddenly or by multiple lenders. Margin in Periods of Stress: In periods of market stress, and particularly in periods of stress specific to the Clients, lenders or counterparties may attempt to increase margin levels. Additionally, a simultaneous, broad-based increase in margin among hedge funds generally would likely adversely impact the investments held by the Clients by decreasing demand and increasing supply of those or similar investments. Counterparty and Related Risks – Custodians: Where the custodians delegate the safe custody of a Client’s assets held by them pursuant to the custodian agreements to a sub-custodian, as a result of the settlement, legal and regulatory requirements in the relevant jurisdiction and the relevant practices for the separate identification of the Client’s securities, the Client’s securities may be registered or recorded in the name of the custodians or the relevant sub-custodian. Such assets may therefore not be segregated and hence may not be as well protected as if they were registered or recorded in the name of the Client. Where securities are held with a sub-custodian of the custodians, such securities may be held by such entities in client omnibus accounts and in the event of a default by any such entity, where there is an irreconcilable shortfall of such securities, the Client may have to share that shortfall on a pro-rata basis. There may be circumstances where the custodians are relieved from liability for the acts or defaults of its appointed sub-custodians.

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In addition, the Clients may invest in markets where custodial and/or settlement systems are not fully developed, including in emerging markets. The Client assets which are traded in such markets which have been entrusted to sub-custodians in circumstances where the use of such sub-custodian is necessary, may be exposed to risk in circumstances where the custodians will have no liability. In the event of the insolvency of the custodians or a sub-custodian (which may last many years), the use by the Client of assets held by or on behalf of the custodians or the relevant sub-custodian, as the case may be, may be restricted and accordingly (a) the ability of the Firm to fulfil the investment objective of the Client may be severely constrained, (b) the Client may be required to suspend the calculation of the net asset value and as a result subscriptions for and redemptions of interests, and/or (c) the net asset value may be otherwise affected. During such an insolvency, the Client is likely to be an unsecured creditor in relation to certain assets and accordingly the Client may be unable to recover such assets from the insolvent estate of the custodians or the relevant sub-custodian, as the case may be, in full, or at all. References to “custodians” in this risk factor include any prime brokers and custodians to the extent appointed by the Client. With respect to any prime broker(s) so appointed and to the Client’s right to the return of securities equivalent to those of the Client’s securities, legal and beneficial title to which has been transferred to a prime broker or which the a prime broker sells, borrows, lends or otherwise transfers or uses for its own purposes and account, the Client will rank as one of the prime broker’s unsecured creditors and, in the event of the insolvency of the prime broker, the Client may not be able to recover such equivalent securities in full, or at all. Counterparty Risk – Other Counterparties: The Clients are also subject to the risk of the inability of any counterparty (including the prime brokers and custodians) to perform with respect to transactions, whether due to insolvency, bankruptcy or other causes. In addition, in certain circumstances, Client assets utilized in support of trading activities engaged in by the Client with a counterparty may be deposited with or otherwise held by another third party. In such circumstances, the assets of the Client will also be subject to the risk of such third party, or third party used in connection with transfer agency services, failing to perform its obligations in respect of transactions whether due to insolvency, bankruptcy or other causes. Although the Firm intends to enter into transactions with counterparties which are believed to be creditworthy, and if executing, settling or clearing trades through clearing houses, custodians or depositaries with such entities which are believed to be sound, there can be no assurance that a counterparty will not default and that the Client will not sustain a loss on a transaction as a result or that the failure of a clearing house, custodian or depositary will not lead to a loss to the Client. The Firm may use counterparties located in various jurisdictions around the world. Such counterparties are subject to various laws and regulations in various jurisdictions that are designed to protect their customers in the event of their insolvency. However, the practical effect of these laws and their application to the Clients’ assets will be subject to substantial limitations and uncertainties. Due to the interconnected nature of financial dealings and the commercial arrangements made in the normal course of business between market participants such as brokers and dealers, the default of any one such participant may have knock-on effects on the Clients’ dealings with another participant. The Clients may be exposed to systemic risk across their dealings with market participants. Limited Diversification: The Clients may become concentrated in a single issuer, industry, market or sector. The concentration of risk may increase losses suffered by the Clients. Limited diversification may cause greater volatility than would otherwise be the case and could expose the Clients to losses disproportionate to market movements in general. Even if we attempt to control risks through diversification, risks associated with different assets may become correlated in unexpected ways, with the result that the Clients become exposed to unforeseen risks. Market Restrictions: Restrictions on investment size or investment activities imposed by various regulators or self-regulatory organizations and exchanges may limit the Clients’ ability to effect transactions. Position limits (e.g., the maximum amounts of gross, net long or net short positions that any one person or entity - 21 -

may own or control in a particular financial instrument) and other market restrictions (e.g., prohibitions on short sales) may require aggregation across the Clients, for purposes of determining whether the applicable position limits have been exceeded, or short sales may be executed and may restrict the Clients’ investment activities. As a result of these restrictions, we may be prevented from executing a desired transaction and the Clients may therefore incur losses which may be material. Trade Error Risk: Occasionally, transactions may be executed erroneously on terms other than those intended. For example, a transaction may be executed in the wrong asset, for the wrong quantity or price, to buy when we intend to sell, to sell when we intend to buy, or by reason of a technology or administrative error. Except to the extent otherwise required by law, the Clients will generally bear the losses or costs of any such errors, unless it is determined that the error was caused by gross negligence. General Political, Economic, Legal, Tax, and other Regulatory Risks: The Clients’ investments may be adversely affected by changes in economic conditions or political events, such as a stock market break, acts of terrorism, the outbreak of hostilities involving the United States or other nations or non-state actors, such as the conflict between Russia and Ukraine, Israel and Hamas, or the United States and Iran, the death of a major political figure, a serious pandemic, or a natural disaster, among many others. Additional factors, such as changes in federal or state tax laws, federal or state securities laws, bank regulatory policies or accounting standards may make certain investments less desirable or may make certain investment strategies less effective. Similarly, legislative acts, rulemaking, adjudicatory, or other activities of governmental or quasi-governmental bodies, agencies, and regulatory organizations may make the business of the Clients less attractive. Laws and regulations, particularly those involving taxation, investment and trade, applicable to the Clients’ activities can change quickly and unpredictably, and may at any time be amended, modified, repealed or replaced in a manner adverse to the interests of the Clients. In particular, in response to significant recent events in international financial markets, governmental intervention and certain regulatory measures have been or may be adopted in certain jurisdictions, including restrictions on short selling of certain securities in certain jurisdictions. The extent to which the underlying causes of these recent events are pervasive throughout global financial markets and have the potential to cause further instability is not yet clear. These recent events, and their underlying causes, are likely to be the catalyst for changes in global financial regulation for some time and may result in major and unavoidable losses to the Clients. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, imposition of withholding or other taxes on dividends, interest, capital gains or other income, limitations on the removal of funds or other assets, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks, are expected to change independently of each other. General Economic Conditions and Recent Events: Various sectors of the global financial markets have recently experienced extended periods of market volatility due to high inflation, increases in U.S. tariffs on Canada, Mexico, and China, and the possibility of broader tariffs worldwide affecting international trade. These conditions continue to disrupt global markets having an adverse effect on the financial markets domestically and globally. Consumer and business confidence could increase market volatility and reduce liquidity, which could cause a materially adverse effect on the Clients’ performance and overall ability to achieve their investment strategies. The information included in this Item 8 does not include every potential risk associated with our investment strategies and does not purport to be a complete explanation of all the risks involved in investing with the Firm. Investing in securities involves risk of loss, possibly a total loss of invested capital, that investors should be prepared to bear. Potential Investors are urged to consider all information contained in the respective Sona Fund’s Offering Documents, including the considerations and risk factors set forth therein. In addition, Clients and Investors should be aware that, as Clients’ - 22 -

portfolios develop and change over time, they may be subject to additional and different risks. There is no guarantee that the Clients’ investment program, including, without limitation, their investment objectives, strategies, or risk monitoring goals will be successful. Investment results may vary substantially over time. The Clients’ investments are speculative and involve a high degree of risk. There may be risks which cannot be monitored or controlled, and risks that may be greater than forecasted, especially in unusual market conditions. Sona Asset Management cannot guarantee that any assumptions relied on herein will be true for all future events or that all assumptions have been considered or stated.

Item 9. Disciplinary information

Neither Sona Asset Management nor its management personnel have been involved in or are the subject of any legal or disciplinary events that would be material to a current or prospective Client’s or Investor’s evaluation of Sona Asset Management’s advisory business or the integrity of Sona Asset Management or its management personnel.

Item 10. Other financial industry activities and affiliations

Neither the Firm nor any of its management persons are registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. In addition, the Firm and its management persons are not affiliated with any broker-dealer. Neither the Firm nor any of its management persons are registered, or have an application pending to register, as a registered futures commission merchant, commodity pool operator or commodity trading advisor. As mentioned in Item 4 above, the Firm has a sub-advisory relationship with the UK LLP. In addition, the Firm’s affiliates act as general partners or sponsors of the Sona Funds. These relationships create certain conflicts of interest some of which are discussed below.

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Other than these affiliated entities, the Firm has no relationships or arrangements with any related person listed in the instructions to Item 10 that are material to its advisory business or to its Clients. Potential Conflicts of Interest: The Firm and/or its affiliates currently do, and may continue to, engage in activities that are independent from and may, from time to time, conflict with those of the Sona Funds and other Clients. In the future, there might arise instances where the interests of the Firm or its affiliates conflict with the interests of the Clients or Investors. The Firm, its affiliates, and/or their respective principals engage in transactions with and/or provide services to companies and other entities in which the Clients invest or could invest. The Firm, its affiliates, and/or their directors, employees, members, and related parties may, in certain circumstances, provide valuations of certain investments to the administrator. There may be a conflict of interest between their involvement in the valuation process and their entitlement to receive fees from the Clients calculated with regard to the valuation of assets and the net asset value of the Client. Allocation of Trading Opportunities: The Firm and its affiliates are required to act in a manner that they consider fair, reasonable and equitable in allocating investment opportunities to any Client but otherwise have no specific obligations or requirements concerning the allocation of time, effort, or investment opportunities to a particular Client. None of the Firm, its affiliates, or their directors, employees, members, related entities, affiliates or connected persons is obligated to devote any specific amount of time to the affairs of any Client, and none will generally be required to accord exclusivity or priority in respect of a Client in the event of limited investment opportunities. Non-Public Information: From time to time, the Firm and/or its affiliates may come into possession of nonpublic information concerning specific companies, although internal procedures are intended to prevent the receipt of such information in accordance with relevant law and regulation. Under applicable securities laws, this may limit the Firm’s flexibility to buy or sell portfolio securities issued by such companies. A - 23 -

Client’s investment flexibility may be constrained as a consequence of the Firm’s and its affiliates’ inability to use such information for investment purposes. Capital Introduction Services: From time to time, the Firm’s and its affiliates’ personnel may speak at conferences and programs for potential investors interested in investing in hedge funds which are sponsored by a prime broker and custodian or another third party. These conferences and programs may be a means by which the Firm and its affiliates can be introduced to potential Sona Fund Investors. Currently, none of the Firm or its affiliates intend to compensate the relevant prime broker and custodian or any other third party for organizing such “capital introduction” events or for any investments ultimately made by prospective Investors attending such events, although they may do so in the future. While such events and other services may influence the Firm and its affiliates in deciding whether to use such prime broker and custodian or other third parties in connection with brokerage, financing, and other activities of the Sona Funds, Sona Asset Management will not commit to allocate a particular amount of brokerage to such a party in any such situation. The above does not purport to be a complete list of all potential conflicts of interest involving the Clients and Investors. The Firm will seek to ensure that any conflict of interest of which it is aware is resolved fairly. The Firm does not recommend or select other investment advisers for its Clients.

Item 11. Code of ethics, participation in client transactions and personal trading

Pursuant to Rule 204A-1 of the Advisers Act, Sona Asset Management has adopted a Code of Ethics (the “Code of Ethics”) and an employee personal trading policy (the “Personal Account Dealing Policy”) that establishes various procedures with respect to investment transactions in accounts in which Sona Asset Management employees or related persons have a beneficial interest or accounts over which an employee has investment discretion. Sona Asset Management has adopted policies and procedures governing personal securities transactions by its employees.

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Employees may engage in personal securities transactions only in accordance with the Firm’s Code of Ethics and Personal Account Dealing Policy, which include pre-clearance requirements for certain transactions, reporting obligations, holding period requirements, restricted list controls, and other measures designed to identify and mitigate conflicts of interest with Client trading activities. Transactions in Reportable Securities (as defined in the Code of Ethics) are permitted only in accordance with those policies and procedures and, where applicable, with the prior approval of the Firm’s Chief Compliance Officer (the “CCO”) or their designee. Certain securities and transactions are subject to different pre-clearance and reporting requirements under the Firm's Code of Ethics, which sets forth the applicable definitions, requirements, and exceptions. The Code of Ethics and Personal Account Dealing Policy are designed to prevent conflicts of interest and personal trading activities that may disadvantage Clients or violate applicable law. In addition, employees generally may not acquire securities for their own account in an initial public offering without prior approval from the CCO (or their designee). Employees also must obtain pre-approval from the CCO (or their designee) before participating in any private placement or other limited offering. All of Sona Asset Management’s employees must direct their brokers to send duplicate brokerage statements to the Firm’s Compliance department or make similar alternative arrangements. These records are used to monitor compliance with the foregoing policies. Sona Asset Management prohibits the misuse or inappropriate communication of inside information in connection with its securities transactions with respect to the Clients. Sona Asset Management, as well as federal and state securities laws, also prohibit the practice of market manipulation, which comprises conduct intended to deceive or defraud investors by controlling or artificially affecting the price of securities. Sona Asset Management has also adopted communications guidelines designed to assist personnel in - 24 -

understanding their duties and responsibilities regarding the receipt and the communication of financial and other sensitive information. Employees are required to disclose outside business activities to Sona Asset Management’s Compliance department. Certain outside business activities require prior approval by the Firm’s Compliance department in accordance with the Firm’s policies and procedures, including activities that may create actual, potential, or perceived conflicts of interest with the Firm or its Clients. Sona Asset Management has adopted a policy regarding the giving and receiving of business gifts and entertainment. Sona Asset Management has also adopted a policy governing political contributions, the holding of public office and impermissible payments. This policy is designed, among other things, to address the requirements of Rule 206(4)-5 under the Advisers Act. Sona Asset Management’s Code of Ethics, including the Personal Account Dealing Policy, is available to any current or potential Client or Investor upon request. Neither the Firm nor any of its related persons currently recommend to Clients, or buy or sell for Client accounts, investments in which the Firm or any of its related persons have a material financial interest. However, to the extent the Firm or its related persons may recommend investments to Clients in which the Firm or any of its related persons have a material financial interest, the Firm and its related persons will consider and resolve in the best interests of the Clients any conflicts of interest associated with such recommendations. Investors are provided with disclosure related to conflicts of interest in the Offering Documents prior to subscribing for interests in the Sona Funds. Additionally, the Firm enforces a robust Code of Ethics that generally requires, subject to the terms of a Client’s governing documents, the Firm and its employees to place the interests of the Clients over their own or those of a related party. It is critical that Investors review the Offering Documents for a detailed description of potential conflicts of interest related to an investment in the Sona Fund. The information contained herein is a summary only. In connection with sponsoring any Sona Fund, the Firm and certain of its affiliates have an economic interest in such fund, the general partner or sponsor, or both. The Firm may, from time to time, recommend a security in which the Firm, directly or indirectly, has an interest. For instance, Sona Fund assets may be invested in securities of issuers in which one or more other Sona Funds or Clients hold positions. Given the likely frequency of such occurrence, Clients will not be provided with notification of such occurrences. This may represent a conflict of interest for the Firm. The Firm will disclose to Clients this and any other material conflict of interest which might reasonably be expected to impair the Firm’s rendering of unbiased and objective investment advice. The Firm’s policies and procedures prohibit its supervised persons from trading ahead of Client transactions or otherwise engaging in personal trading that would create actual or potential conflicts of interest with Clients. Although supervised persons may, in certain circumstances, have direct or indirect interests in the same securities purchased or sold for Client accounts, the Firm addresses these conflicts through its Code of Ethics and Personal Account Dealing Policy, including pre-clearance requirements where applicable, restricted list controls, reporting obligations, holding period requirements, and prohibitions on trading while in possession of material non-public information. These controls are designed to ensure that Client interests are placed ahead of employee personal trading activities.

Item 12. Brokerage practices

Sona Asset Management is authorized to determine the broker or dealer to be used for each securities transaction on behalf of the Clients. In selecting brokers and determining commission rates, Sona Asset Management complies with best price and execution requirements. In seeking best execution, the - 25 -

determining factor is not always the lowest possible per security price or fee but whether, in Sona Asset Management’s view, the transaction represents the best overall execution for Sona Asset Management’s Clients.

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In placing orders, Sona Asset Management considers such factors as: quality of execution, speed of execution, likelihood of execution and/or settlement, size, complexity and other characteristics of the order, and other execution factors identified in Sona Asset Management’s Best Execution Policy, all in light of Sona Asset Management’s overall responsibilities to each Client. In no instance does Sona Asset Management seek to obtain research or other soft dollar benefits in exchange for directing Clients to the broker or bank producing such materials. Sona Asset Management may, from time to time, receive unsolicited market and industry research made generally available by broker-dealers and agent banks for loan syndications to their counterparties. Sona Asset Management does not recommend, request, or require Clients to direct Sona Asset Management to execute transactions through specified broker-dealers. Best Execution Sona Asset Management addresses the potential conflicts of interest in connection with its brokerage practices through its best execution review process. The Firm’s best execution review process, led by the Firm’s Chief Compliance Officer (or their designee), periodically monitors the effectiveness of the policies and ability to achieve best execution. To the extent the Firm determines that the amount of business directed to a particular broker-dealer is inconsistent with the overall performance of such broker-dealer, the Firm will work towards scaling back the amount of business directed to the broker-dealer unless there is a compelling reason for such allocation, including, but not limited to, the availability of a particular security or their expertise in a particular sector. The Paloma Fund’s general partner reviews, approves and monitors the prime brokers, executing brokerdealers and counterparties used by Sona Asset Management. Executing broker-dealers and counterparties are chosen from those that have been reviewed and approved by the Paloma Fund’s general partner. Aggregation In an effort to minimize costs and obtain best execution for Client transactions in marketable securities, Sona Asset Management may consider it appropriate to aggregate orders for Clients to enable the Firm to obtain a more favorable price or a better commission rate for Clients based upon the volume of particular transaction. This is subject to Sona Asset Management’s obligations to act in a fair and equitable manner in allocating investment and trading opportunities among its Clients, and the Firm will act in the best interests of its Clients, not itself. It reviews the investment strategy and current portfolio of each Client and evaluates a number of factors in order to determine how much of a particular investment is appropriate for each Client. Allocation Sona Asset Management has adopted written policies and procedures in connection with ensuring that investment opportunities are allocated fairly to each Client. In accordance with the Firm’s Allocation Policy, the Firm will allocate a particular investment opportunity to Clients based on its consideration of various factors, including the investment objectives, guidelines and restrictions of the Client and an analysis of the risk and return profile of such investment opportunity (which analysis may include a review of the expected yield, the expected yield to maturity and the convexity or interest rate sensitivity of the investment opportunity). If, after consideration of such factors, the Firm determines an investment opportunity is appropriate for multiple Clients, then such investment opportunity will be allocated among such Clients based on their relative target percentages (the “Target Allocation”), unless the Manager, acting in the best interest of such Clients and after its consideration of a number of factors, determines that such Target Allocation will not result in a fair and equitable allocation of the investment opportunity. Any alternative methodology utilized will be subject to review and approval by the Allocation Committee. Examples of the - 26 -

factors that the Allocation Committee will consider when determining whether any alternative methodology utilized is appropriate include, but are not limited to, the following: the availability of cash of a Client account, the Client account’s liquidity requirements and whether the Client account is already at the target position size for such investment opportunity. Target Allocations are subject to change, with the approval of the Allocation Committee, and this will generally be done at month-end based on upcoming subscriptions and/or redemptions. Principal and Cross Transactions Sona Asset Management and its personnel do not purchase or sell any securities for their own accounts (or other accounts with a significant ownership interest – more than 25% – by Sona Asset Management or its personnel) to or from Clients (principal transactions), except with the prior approval of the Firm’s Compliance department and in compliance with the written notice and consent requirements of Section 206(3) of the Advisers Act. On occasion, subject to applicable Client fund investment guidelines and restrictions, Sona Asset Management may affect “cross” transactions, through unaffiliated broker-dealers in which one Client will purchase an investment held by another Client. If Sona Asset Management decides to engage in a cross transaction, Sona Asset Management will determine that the trade is in the best interests of each Client involved and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Clients. Trade Errors in the Managed Account With respect to the Managed Account, the Paloma Fund (and not Sona Asset Management) will bear the cost of any losses (and reap the benefits of any gains) resulting from trading errors and similar human errors, absent gross negligence or intentional misconduct. Trade errors might include, for example, keystroke errors that occur when entering trades into an electronic trading system or typographical or drafting errors related to derivatives contracts or similar agreements. Trade Errors in Sona Funds Unintended errors in the communication or administration of trading instructions may, from time to time, arise. Except in certain cases, losses (if any) arising from such errors are attributable to the Sona Funds on the basis that profits from such errors (if any) are also attributable to the Sona Funds. The Firm may on occasion experience errors with respect to trades executed for the Sona Funds. Trade errors may result in losses or gains. The Firm will endeavour to detect booking errors and trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by a counterparty, such as a broker, Sona Asset Management will take commercially reasonable steps to attempt to recover any loss associated with such error from such counterparty, but generally will not undertake litigation on behalf of Clients unless otherwise agreed. The Firm may use gains and losses on these transactions to determine the net impact of a trade error. Calculating the exact amount owed to the Client involves discretion and Sona Asset Management will seek to calculate the amount owed in good faith. Sona Asset Management has adopted a formal Trade Error Policy covering its practices.

Item 13. Review of accounts

The Managed Account’s transactions and positions are reviewed on a daily basis by Sona Asset Management and the Paloma Fund’s general partner. Investors in Sona Funds may receive a monthly or quarterly capital statement and one-page transparency discussing the performance and positioning of the Sona Fund. Typically, Investors in Sona Funds are provided with written quarterly unaudited financial reports and annual audited financial statements. The Sona Funds’ transactions and positions are reviewed on a daily basis by Sona Asset Management and the Sona Funds’ administrator. All Firm investment and operational staff participate in the ongoing monitoring of the Clients’ portfolios, - 27 -

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although responsibilities vary by individual. These individuals perform daily reviews of the Clients’ positions regarding performance, risk, volatility, and other statistical analysis. In monitoring the Clients’ positions, they ensure (i) the management of investments and capital actions are consistent and comply with attainment of each Client’s investment objectives, and strategy goals and (ii) each Client’s portfolio is in compliance with legal and regulatory requirements. The directors of the Sona Funds receive the fund newsletter disclosing performance, risk and other performance metrics and performance and operational matters are reviewed regularly via the Sona Funds’ quarterly board meeting.

Item 14. Client referrals and other compensation

We do not receive economic benefits, directly or indirectly, from non-clients for providing investment advice and other advisory services. Neither we nor any of our related persons, directly or indirectly, compensate any person who is not a supervised person for client referrals. If, in the future, the Firm enters into such arrangements, this Brochure will be appropriately amended.

Item 15. Custody

The Firm does not serve as the qualified custodian of any of the assets owned by Clients and does not maintain physical custody of any securities or cash owned by the Clients (other than certain privately offered securities to the extent permitted by the Advisers Act and related SEC interpretive guidance). We do not have custody (and are prohibited under the Agreement from having custody) over the Managed Account’s assets. We are deemed to have custody of the funds and securities in the Sona Funds because we have the authority to obtain such funds or securities, for example, by deducting advisory fees from the Sona Fund’s account or otherwise withdrawing funds from the Sona Fund’s account. Account statements related to the Sona Funds are sent by qualified custodians to the Firm.

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We will comply with Rule 206(4)-2 of the Advisers Act (the so-called “custody rule”) by meeting the conditions of the pooled vehicle annual audit approach. Upon completion of the relevant Sona Fund’s annual audit by an independent auditor that is registered with, and subject to inspection by, the Public Company Accounting Oversight Board, we will distribute the Sona Funds’ audited financials to Investors within 120 days of such Sona Fund’s fiscal year end.

Item 16. Investment discretion

The Agreement sets forth certain guidelines and restrictions related to our investment activities with respect to the Managed Account, which may be modified from time-to-time in consultation with the Paloma Fund’s general partner. In addition, the Paloma Fund general partner may impose restrictions on our ability to invest in certain securities or types of securities. We have full discretionary investment authority with respect to the Sona Funds including authority to make decisions with respect to which securities to buy or sell, as well as the amount and price of those securities. This discretionary authority is subject to terms set forth in the governing documents of each Sona Fund. Additionally, our discretionary authority with respect to the Sona Funds is subject to the investment objectives, policies, and restrictions as set forth in their governing documents.

Item 17. Voting client securities

Clients managed by the Firm, in certain instances, are entitled to vote in connection with amendments or waivers to their rights or in connection with other corporate actions. The Firm has adopted and implemented a Proxy Voting Policy and will vote proxies and act on corporate - 28 -

action notifications that it receives, unless a Client has reserved such right. The policy provides that, where the Firm is authorized to vote Client securities, the Firm will seek to vote or exercise rights in the best interest of its Clients, taking into account relevant factors. In voting proxies and corporate actions, the Firm will act in a manner that it believes will (i) maximize the economic benefits to Clients and (ii) promote sound corporate governance by the issuer.

Read the rest of Item 17 (213 more words)

Conflicts of interest may arise from time to time in relation to proxy voting requirements. The Firm’s Proxy Voting Policy is designed to ensure that, if a material conflict of interest is identified in connection with a particular proxy vote, the vote is not improperly influenced by the conflict. In these instances, the Firm will determine what is in the best interests of the relevant Client and will seek to take appropriate steps to eliminate any such conflict, in accordance with the Proxy Voting Policy. Paloma has retained the authority to vote proxies on behalf of the Managed Account. Prior to voting, Paloma will consult Sona Asset Management for a voting preference to ensure that votes are cast in a manner consistent with fiduciary duty and in the best interest of the Managed Account. Absent any conflict, Paloma will vote in accordance with this preference or if voting instructions aren’t received by Paloma, a proxy vote will be placed in accordance with company management’s recommendations. Existing Clients and Investors may obtain a copy of our Proxy Voting Policy or voting record by written request to the Firm. Sona Asset Management generally does not provide proxy or corporate action recommendations to Clients who have not granted Sona Asset Management voting authority over their securities.

Item 18. Financial information

The Firm does not require or solicit prepayment of fees greater than $1,200 six months in advance. There exists no financial condition of which Sona Asset Management is currently aware that would impair its ability to meet contractual commitments to its Clients. The Firm has not been the subject of a bankruptcy petition at any time during the past ten years.

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Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.