Seaport Global Asset Management LLC: investment adviser

Meagher and Michael J. Meyer. Details of the ownership are provided on Form ADV Part 1, which is available on the SEC’s website at www.adviserinfo.sec.gov. Penn Capital Management Company, LLC and SR Alternative Credit, LLC are now under common control with SGAM and are considered related persons as reflected in Section 7.A of SGAM’s Form ADV Part 1. The Firm and its affiliated entities provide advice to the Clients based on their specific investment objectives and strategies as set forth in each offering memorandum, limited partnership agreement, or other applicable governing documents of each Fund (collectively the “Governing Documents”). Generally, investors in any of the Firm’s and/or affiliated entities sponsored Funds do not have the ability to individually tailor their investments or impose specific investment restrictions. However, when deemed appropriate, a Fund can create a special class of interests or shares to accommodate a particular investor, or a group of investors, unique investment restrictions. The Firm and/or an affiliated entity has, and reserves the right to in the future, in their sole discretion, enter into “side letter” agreements or other similar agreements (collectively, “Side Letters”) on behalf of the Funds with one or more investors which grant, modify, or supplement specific rights, benefits, or privileges for such investor that are not generally available to all investors. Such specific rights, benefits, or privileges include, without limitation, variations with respect to management and performance fees, performance allocations, minimum investment amounts, access to information, investment portfolios, and liquidity terms, that are not generally available to other investors. The Firm and/or its affiliates or the Funds will not be required to notify any or all of the other investors of any such classes or Side Letters or any of the rights and/or terms of provisions thereof, nor will the Firm, its affiliates or the Funds be required to offer such additional and/or different rights and/or terms to any or all of the other investors. We provide discretionary investment advisory services to the Firm’s Clients, directly and/or through certain affiliated entities that were established for operational, legal and other purposes. Affiliates have been identified in Item 10 hereof. The Firm and its affiliates intend to conduct their activities in accordance with the Advisers Act and the rules thereunder. Employees of the Firm

and any other persons acting on their behalf are subject to the supervision and control of the Firm or its affiliates, as applicable. The advisory relationship between each Client and the Firm is governed by their respective Governing Documents. The investment objectives, fee arrangements and terms of Special Purpose Entities are individually negotiated by the Firm and/or an affiliated entity and each SPE Client. However, note that certain limited partners negotiate terms (including Management Fees payable to the Firm and carried interest payable to applicable general partners) through the negotiation of the limited partnership agreement, Side Letters or similar documents. From time to time, we can structure, and we or one of our affiliates can serve as the manager and/or general partner to an SPE through which the Clients can invest in one or more particular investment opportunities (each, a “Special Purpose Entity”). These Special Purpose Entities are pass-through entities from which we receive no management fees, performance fees or other economic benefit in connection with the acquisition of the particular investment opportunity or opportunities. This Brochure generally includes information about the Firm and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies to specific Clients or affiliates only. This Brochure does not contain all of the terms and conditions related to an investment in a Fund or SPE, or all of the risks associated with any such investment, and certain of the information contained herein is in summary form. As a result, prior to any investment in any Fund or SPE, all prospective investors should carefully review the Governing Documents for such Fund or SPE. This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The securities are generally offered and sold on a private placement basis under exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state laws and the laws of other jurisdictions where any offering can be made. Investors in the Funds generally must be both "accredited investors", as defined in Regulation D, and "qualified purchasers", as defined in the Investment Company Act of 1940, as amended (the "1940 Act"). Persons reviewing this Brochure should not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds described herein. Any such offer or solicitation will be made only by means of a confidential private placement memorandum. The Firm does not participate in wrap fee programs. Please refer to Item 8 for a more detailed description of the Firm’s investment strategies as well as the securities and other instruments purchased by Clients under the management of the Firm. Persons reviewing this Brochure should not construe this as an offering of securities or a solicitation to purchase shares in any of the Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum to eligible investors. These Funds, as well as SPE’s managed directly by the Firm, will provide for Governing Documents between the Client and the Firm detailing the types of investments that can be purchased/sold, whether the Client can use leverage and to what extent, and whether short-selling is permitted.

As of December 31, 2025, the Firm had approximately $80,038,704 in regulatory assets under management on a discretionary basis and no regulatory assets under management on a nondiscretionary basis.

Generally, the Management Fee is calculated and payable quarterly in advance, at (i) a quarterly rate of 0.0625% (0.25% per annum) up to 0.375% (1.50% per annum) of either the net asset value of the relevant shares or interests in each Fund on the first day of such quarter, or as otherwise agreed in the Fund’s Governing Documents, or (ii) on the Client’s undrawn commitments during the investment period and invested capital thereafter, or total invested capital. Withdrawing investors from a Fund, or Clients that terminate investment advisory services before the end of a billing period, are generally refunded any prepaid unearned Management Fees in excess of those applicable to the period of actual investment. The Firm, in its sole discretion, can reduce, waive or calculate differently the Management Fee with respect to certain Clients and has done so with respect to employees and affiliates of the Firm. Performance-Based Allocation or Fee The Firm, or an affiliate of the Firm, will generally be entitled to a performance allocation, or carried interest, (“Performance Allocation”) from the Funds in accordance to the terms within each Fund’s Governing Documents. Generally, the Performance Allocation is equal to (i) up to 20% of net appreciation (including both realized and unrealized gains and losses) on an annual basis, subject to the recovery of any amount in the loss recovery account (i.e., a high water mark). The Performance Allocation is also calculated and payable at the time of an investor’s withdrawal or redemption with respect to the amount withdrawn; or (ii) up to 20% of any amount distributed in excess of each Fund returning an aggregate amount equal to all capital contributed by such beneficial investors. Each Fund’s Governing Documents will further detail these compensation arrangements. The Firm, in its sole discretion, can reduce, waive or calculate differently the Performance Allocation (or performance-based fee) with respect to certain Clients and has done so with respect to employees and affiliates of the Firm.

Expenses The Firm is responsible for and will pay, without reimbursement, all of its internal operating and overhead expenses, including all costs of its personnel, office space, office equipment and supplies, wages, bonuses and other employee benefits. Whether an expense is a Client or Firm expense is governed by each Clients Governing Documents and it is the joint responsibility of the Chief Compliance Officer, Chief Financial Officer and/or Chief Operating Officer, with the assistance of such other parties as they deem necessary, to oversee how expenses are allocated. If permitted under a Client's Governing Documents, from time-to-time the Firm can advance payment of an expense on behalf of the Client and to the extent that the expense can be appropriately borne by the Client, the Firm can seek reimbursement from the Client. Once a determination is made that an expense is a Client expense which is attributable to more than one Client account, the Chief Compliance Officer, Chief Financial Officer and/or Chief Operating Officer, with the assistance of such other parties as they deem necessary, shall determine the appropriate allocation methodology among the Client accounts. For instance, expenses that directly relate to a specific investment can be allocated based on how the investment is held by, or is to be allocated to, the Client accounts. In addition to the Management Fee and Performance Allocation or fee described above, each Client shall bear its own investment and operating expenses. Such expenses vary by Fund or Special Purpose Entity and generally include, but are not limited to, legal, auditing, accounting, tax and administration fees and all other expenses of the Fund, or Special Purpose Entity, including, without limitation, due diligence expenses, custodian fees, taxes on securities transactions, interest on borrowed money, brokerage fees and commissions and any other similar fees, clearing expenses or other fees and expenses, research and consulting fees, legal expenses for Client regulatory filings and compliance, costs of any legal proceedings, insurance costs and indemnification obligations, all other expenses related to the identification, sourcing, acquisition, management, purchase, sale or holding of investments (including investments that are not consummated). The Funds and/or Special Purpose Entities can invest in Exchange Traded Funds or other similar closed end funds, through which they can incur additional underlying costs and expenses. The organizational and initial offering expenses of the Funds will either be expensed as incurred or, where permitted by applicable rules, amortized over a period not to exceed 180 months beginning at the commencement of the Fund’s operations. The Firm can in its discretion present co-investment opportunities to third parties (which can include Clients and investors in the Funds). Prospective co-investors might not under some circumstances agree to bear any, or their proportionate share, of the expenses associated with developing, consummating, and monitoring a proposed co-investment. Where a proposed transaction is not consummated, broken deal expenses relating to such proposed transaction can be allocated to potential co-investors to the extent practical or pursuant to agreement with such

proposed co-investors, or can be fully borne by the applicable Client(s) that would have made the investment. Prospective investors in the Funds should refer to the relevant Fund’s Governing Documents for a more complete understanding of how the Firm is compensated for its advisory services. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Fund’s Governing Documents.

The Performance Allocation arrangement can create an incentive for the Firm to recommend investments which can be riskier or more speculative than those which would be recommended under a different compensation arrangement. Such fee arrangements can also create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. To mitigate the risk of favoring certain Clients over others, the Firm has implemented a number of policies and procedures to address these concerns, including a Compliance Manual & Code of Ethics and trade allocation policy that seeks to allocate investments in a fair and equitable manner. In addition, the Firm’s Chief Compliance Officer regularly reviews trading, and the Portfolio Managers regularly review Client portfolios in order to help ensure that all transactions are being allocated in a manner that the Firm believes is fair and equitable to all Clients. We do not under any circumstance consider fee structures when allocating investment opportunities. Generally, an investment opportunity will be allocated to a Client if the opportunity reasonably falls within such Client’s mandate or is otherwise deemed suitable by the Firm. If an investment opportunity falls within the mandate of, or is otherwise deemed suitable for, two or more Clients, and it is not possible to fully satisfy the investment interest of all such Clients, the investment opportunity will generally be allocated pro rata based on the size of each Client’s original investment interest generally based on each Client’s available capital or net asset value. However, other factors influence order allocation decisions, including, without limitation:

(i)

the relative, actual, or potential exposure of any particular Client to the type of investment opportunity in terms of its existing investment portfolio;

(ii)

the investment objectives, guidelines or restrictions of such Client;

(iii)

cash availability, suitability, Client instructions, whether a purchase is being made for a specific Client, permitted leverage and available financing for the investment opportunity;

(iv)

the size, liquidity and duration of the investment opportunity;

(v)

the seniority of an investment and other capital structure criteria;

(vi)

tax, accounting, risk based capital and/or asset/liability management considerations;

(vii)

legal or regulatory considerations;

(viii) supply or demand for an investment opportunity at a given price level; (ix)

a Client’s risk or investment concentration parameters (including, without limitation, parameters such as geography, industry, issuer, volatility, leverage, liability duration or weighted average life, asset class type, or other similar risk metrics);

(x)

whether a Client is able to commit to invest all capital required to consummate a particular investment opportunity;

(xi)

whether the investment opportunity is a follow-on investment; and

(xii)

whether the vehicle is in the process of fundraising or is open to redemptions (in which case, notions of net asset value and available capital can be subjectively adjusted to account for anticipated inflows or redemptions) (e.g., in the case of a Client ramp-up period or when incubating a particular investment strategy or product or the investment period or term of a Client).

Securities Act of 1933, as amended (the “Securities Act”), and are instead sold to qualified investors on a private placement basis. Subscriptions will generally be accepted only from investors who meet the definitions of “Accredited Investor” under Regulation D promulgated

under the Securities Act, and “Qualified Clients” eligible to pay performance fees under the Advisers Act and a “Qualified Purchaser” as defined in Section 2(a)(51)(A) of the Investment Company Act. Certain employees of the Firm who qualify as “knowledgeable employees” under Rule 3c-5 of the Investment Company Act can be permitted to invest directly or indirectly in the Funds.

We believe that developing a thorough fundamental, research-driven appreciation of a particular company or sector, as well as focusing on investment opportunities possessing a catalyst, can afford the Clients a competitive advantage. While the Firm invests primarily in accordance with the methodology discussed above, we maintain broad and flexible investment authority. Methods of Analysis The Firm intends to pursue its investment objective primarily by investing in various loans, debt and equity securities, and other instruments that the Firm believes are inefficiently held or financed, are issued by companies undergoing change or are mispriced due to market misunderstanding of risk. In most cases, we will seek to invest assets in companies with a defined existing or anticipated catalyst (e.g., a restructuring, macroeconomics, spin-off, refinancing, etc.) that increases the likelihood of realization of value. The Firm’s flexible investment mandate allows for the identification of asymmetric investment opportunities across multiple asset classes. In seeking to identify investment opportunities throughout the capital structure, we expect the Clients to be active at various times in some or all of the following core asset classes: Distressed Debt, Public Equity, Private Equity, Private Debt, High-Yield Corporate Debt, Relative Value, Special Situations, Real Estate and Distressed Real Estate. In order to achieve our investment objective, Client accounts are permitted to invest in a broad range of private and publicly traded, U.S. and non-U.S. securities and instruments, including the ability to purchase, hold or sell a wide variety of securities and other investment instruments, including, without limitation, bonds, debentures, notes, loan participations or assignments,

preferred stock, common stock, rights, units, warrants, partnership interests, interests in real estate, trade and other vendor claims, mortgages and mortgage-related securities or instruments, contractual obligations and claims, contingent rights, litigation rights and claims, certificates of beneficial interest, liquidation trust certificates in bankruptcies and other situations, put and call options, over-the-counter or listed commodity or equity derivative products, exchange-traded funds, indices, futures, deliverable and non-deliverable foreign currency and other forward contracts and stock exchange indices, swaps, contracts for difference, credit derivatives and other over-the-counter derivative products, commodity interests, limited liability company interests, joint venture interests and any other securities or instruments or assets and liabilities. A substantial portion of the securities and instruments held by the Firm’s Clients can not be registered or listed on any exchange, and such securities and instruments can have to be held for a substantial period of time before they can be liquidated. From time to time, Clients also can hold cash or cash equivalents. The Firm will monitor each Client’s portfolio on each trading day. In conducting its portfoliomonitoring activities, we will rely on a variety of publicly available information, as well as information provided by management and creditors of portfolio companies, brokers, dealers, analysts, professional asset managers, research services and hired consultants and advisers. The Firm also can consult with legal and other experts and speak with members of official and unofficial creditor committees of portfolio companies involved in bankruptcy reorganizations and their legal and financial advisers. When deemed appropriate, the Firm or its affiliates, principals or employees can seek to serve as members of creditor committees or boards of directors. Such involvement in an issuer’s reorganization proceedings or on an issuer’s board of directors could result in the receipt of material nonpublic information and the imposition of restrictions limiting the Firm’s ability to liquidate the position for a significant period of time. Risk of Loss Investing in securities entails a high degree of risk and is suitable only for sophisticated investors for whom an investment in the Funds and/or Special Purpose Entities does not represent a complete investment program and who fully understand and are capable of bearing the risks of such investment. Investors could lose all or substantially all of their investment. Prospective investors should carefully consider the following factors before making a decision to invest. The following does not purport to be a complete enumeration or explanation of the risks involved or other factors applicable to a determination of the suitability of such an investment for any particular Client or investor. Prospective Clients and investors should review each Fund’s Governing Documents, and should consult with their own professional advisors, before deciding to invest with the Firm. Reliance on Certain Personnel and Principals The success of the Firm’s Clients are dependent upon the talents and efforts of highly skilled individuals employed by the Firm and our ability to identify and willingness to provide acceptable compensation to attract, retain and motivate talented investment professionals and other employees. There can be no assurance that our investment professionals will continue to be

associated with the Firm throughout the life of the Funds and/or or Special Purpose Entities. The loss of the services of our key personnel could have a material adverse effect for the Firm’s Clients. Except as specifically provided in a Client’s Governing Documents, the Firm has the exclusive

right and power to manage the investments and business and affairs of each Client. As a result, the Firm’s Clients are dependent upon the Principals in their roles as Managing Members and key employees of the Firm, and the loss of any Principal could have a material adverse effect for the Firm’s Clients. Investment and Trading Risks The Firm’s investment program might not be successful. There is no assurance that Client accounts will be able to generate positive returns for investors or that the returns generated will be commensurate with the risks of investing in the securities, instruments and strategies described herein, nor can there be any assurance that the returns will be uncorrelated with a traditional portfolio of stocks or bonds. The Firm’s investment program can entail the use of investment techniques such as leverage, margin transactions, swaps, contracts for difference, short sales, futures, forward contracts, credit derivatives and options contracts, which techniques have the potential to magnify the adverse impact of market moves to which Clients can be subject or cause the Client’s net asset value to fluctuate more dramatically than it otherwise would. Investments can be materially affected by economic and financial market conditions occurring globally or in specific countries or markets. These conditions can relate to interest rates, commodity prices, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). These factors can negatively affect the level and volatility of the prices and the liquidity of the Client’s investments. International Conflicts and Geopolitical Events. War and other international conflicts, such as the Israeli-Hamas conflict and the ongoing military conflict between Russia and Ukraine, have caused disruption to global financial systems, trade and transport, among other things. In response, multiple other countries have put in place sanctions and other severe restrictions or prohibitions on certain of the countries involved, as well as related individuals and businesses. The ultimate impact of these conflicts (and other geopolitical events, including national referenda, elections, interest rates, political movements, humanitarian crises, national and international policy changes, actual or perceived trade wars, import or export controls, executive orders, laws, legal systems and regulatory regimes) and their effect on global economic and commercial activity and conditions, and on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects, is impossible to predict. These conflict matters may have a significant adverse impact and result in significant losses to the Funds. This impact may include reductions in revenue and growth, unexpected operational losses and liabilities, supply chain disruptions and that such assets will be liquid or of a value equivalent to the amount due and owing from the issuer or obligor of such defaulted obligation.

Illiquidity of Portfolio Investments A significant portion of Client accounts and portfolios can include loans, securities and other instruments that are not actively or widely traded. In some cases, Client accounts can not be able to readily dispose of such investments, or can be able to dispose of them only at a substantial discount to fair value. In other cases, Clients can be contractually prohibited from disposing of such investments for a specified period of time and can be forced to hold such securities and instruments despite adverse price movements. Accordingly, Clients can be forced to sell more liquid positions at a disadvantageous time (e.g., to satisfy Shareholder redemptions), resulting in a greater percentage of the portfolio consisting of illiquid investments. Further, under adverse market or economic conditions, in the event market participants are aware that Client accounts must sell such investments to raise cash (including to satisfy redemptions), or in the event of adverse changes in the financial condition of the issuer, Clients can find it more difficult to sell such securities when the Firm believes it advisable to do so or can be able to sell such securities only at prices lower than if the securities were more widely held or actively traded. There can be no, or only a limited, trading market for illiquid securities and instruments. As a consequence, each Client’s ability to participate in or liquidate such investments can be restricted and the value of such investments can be subject to wide fluctuation. The purchase and sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the purchase and sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. Even if the securities are publicly traded, large holdings of securities can often be disposed of only after a substantial length of time, exposing such holdings to risks comparable to the foregoing. Further, companies whose securities are not publicly traded can not be subject to public disclosure and other investor-protection requirements applicable to publicly traded securities. If Clients are represented on creditors’ committees or steering committees or the Principals or employees of the Firm serve on boards of directors of portfolio companies, or if the Firm or Clients are deemed an “affiliate,” an “insider” or a “fiduciary” of a portfolio company or otherwise receives or has access to material nonpublic information regarding a portfolio company, Clients can be restricted from liquidating an investment in such company for an indeterminate length of time. Loans and Loan Participations The Firm can invest in bank loans and/or participations in bank loans. These obligations are subject to unique risks, including: (i) the possible invalidation or compromise of an investment transaction as a fraudulent conveyance or preference under relevant creditors’ rights laws; (ii) challenges to the validity or seniority of bank claims and guarantees; (iii) lender-liability claims by the issuer of the obligations; (iv) environmental liabilities that can arise with respect to collateral securing the obligations; (v) limitations on the ability of Clients to directly enforce its rights with respect to participations; (vi) long and less certain settlement periods; and (vii) adverse consequences resulting from participating in such instruments with other institutions of lower credit quality. Successful claims by third parties arising from these and other risks would be borne by the Clients. In addition, loan participations involve certain risks beyond those associated with direct loans. A loan participant has no contractual relationship with the borrower of the underlying loan. Rather,

a holder of a participation in a syndicated loan only obtains rights against the lender. This means that the participant generally has limited or no voting or veto rights, as such rights are generally retained by the lender and that the participant generally has no control rights or rights to force the lender to take any particular action. As a result, the participant is generally dependent upon the lender to enforce it rights and obligations under the loan agreement in the event of a borrower default and the participant can not have the right to block actions or object to amendments or modifications of the terms of the loan agreement. In addition, a loan participant is subject to the credit risk of the lender as well as of the borrower, since a loan participant is dependent upon the lender to pay to the participant its percentage of payments of principal and interest received by the lender on the underlying loan. Although the Firm will attempt to enter into participations with entities the Firm believes to be sound, there can be no assurance that a failure by any such entity will not lead to a loss to Client accounts. Bank loans and participations held by Clients can have no, or only a limited, trading market. In addition, secondary market liquidity can become constrained during periods of volatility in the credit markets. Illiquid bank loans and participations can trade at a discount to comparable, more liquid investments. In addition, because of the provision of confidential information, the unique and customized nature of a loan agreement and the private syndication of a loan, certain bank loans and participations can not be purchased or sold as easily as publicly traded securities. Bank loans and participations can encounter trading delays due to their unique and customized nature, and transfers can be prohibited without the consent of an agent bank or borrower. Bank loans can become non-performing for a variety of reasons. Non-performing bank loans can require substantial workout negotiations or restructuring that can entail, among other things, a substantial reduction in the interest rate, a substantial writedown of the principal of the loan and/or the deferral of payments. Furthermore, the obligor or relevant guarantor can also be in bankruptcy or liquidation. Clients can incur additional expenses to the extent it is required to seek recovery upon a default on a bank loan or participate in the restructuring of such obligation. Although the Firm can exercise voting rights with respect to an individual bank loan on behalf of Clients, there can be no certainty that the Firm will be able to exercise votes in respect of a sufficient percentage of voting rights to determine the outcome of the vote. Debt Investments The Firm’s investments can include secured and unsecured loans and other debt instruments. Risks associated with such debt investments include but are not limited to: the absence of or inadequate collateral coverage; inadequate perfection of a security interest; the possible invalidation or compromise of prepayments, collateral, guarantees or other transactions with the borrower as a fraudulent conveyance or preference under relevant creditors’ rights laws; the invalidity or lack of seniority of loans or debt or any claims under guarantees; and environmental liabilities that can arise with respect to collateral securing the obligations. Investments in Distressed Companies The Firm’s investments are expected to include loans, debt, equity and other securities, claims and obligations of companies that are experiencing significant financial or business difficulties (including companies involved in bankruptcy or other reorganization or liquidation proceedings).

Such distressed investments involve substantial risks not normally associated with investments in healthier companies, including adverse business, financial or economic conditions that can lead to defaulted principal and interest payments and insolvency proceedings. Clients can lose a substantial portion or all of its investment in a distressed debt or equity interest or, in the case of a reorganization or restructuring of the issuer, can be required to accept cash or securities with a value significantly less than the cost of the Client’s original investment. Among the risks inherent in investments in distressed entities is the fact that it frequently can be difficult to obtain information as to the true condition of such entities. Troubled company investments also can be adversely affected by U.S. state and federal laws relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Clients can acquire investments in distressed companies of all types, including equity and debt instruments and, in particular, loans, loan participations, claims held by trade or other creditors, bonds, notes, non-performing and subperforming mortgage loans, fee interests and financial interests in real estate, partnership interests and similar financial instruments, executory contracts and participations in the foregoing, many of which cannot be publicly traded and many of which can involve a substantial degree of risk. Clients can experience significant losses on these investments in distressed companies, or can be required to accept cash or securities with a value significantly less than the cost of the investments. In certain periods, there can be little or no liquidity in the markets for distressed securities or instruments. In addition, the public market prices of distressed securities and prices of private claims and obligations can be subject to periods of abrupt and erratic market movements and significant price volatility, and the spread between the bids and asked prices of such securities can be greater than normally expected. It can take a number of years for the market price of such instruments to reflect their intrinsic value. In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals or funding), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution to investors of cash or a new debt or equity security the value of which will be less than the purchase price of the instrument in respect of which such distribution was made. The administrative costs in connection with a bankruptcy proceeding are frequently high and generally will be paid out of the debtor’s estate prior to any return to creditors and equity holders. Certain claims that have priority by law over the claims of certain creditors (for example, claims for taxes) also can be significant. U.S. bankruptcy law permits the classification of “substantially similar” claims in determining the classification of claims in reorganization for the purpose of voting on a plan of reorganization. Because the standard for classification is vague, there exists a significant risk that the Client’s influence with respect to a class of securities could be lost by the inflation of the number and the amount of claims in the class. The Firm can purchase creditor claims subsequent to the commencement of a bankruptcy case. Under judicial decisions, it is possible that such purchase can be disallowed by the bankruptcy court if the court determines that the purchase has taken unfair advantage of an unsophisticated seller, which can result in the rescission of the transaction (presumably at the original purchase price) or forfeiture by Clients. Troubled company and other asset-based investments require active monitoring and can , at times, require participation in

business strategy, bankruptcy or reorganization proceedings by the Firm or its affiliates. To the extent that the Firm or its affiliates become involved in such proceedings, Clients can have a more active participation in the affairs of the issuer than that assumed generally by an investor. The Firm or its affiliates can seek representation on creditors’ committees or other groups on behalf of Clients, from time to time, subject to any applicable regulations, if the Firm, in its sole discretion, determines that such representation is necessary or advisable to protect or further Clients’ interests. A member of any such committees or groups can owe certain obligations generally to all similarly situated parties that the committee represents. In addition, if Clients are represented on a committee or group, Clients can be restricted or prohibited under applicable law from disposing of their investments in the issuer while they continue to be represented on the committee or group, and potentially for a certain time after leaving the committee or group. In some cases, the Firm can seek representation on a committee or group, but cannot get such representation due to the relatively small size of the Clients’ investment or other reasons. Investments in distressed companies domiciled outside the United States involve additional risks. Bankruptcy laws and procedures in foreign jurisdictions can differ substantially from those in the United States, resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification, seniority and treatment of claims. In certain countries, although bankruptcy laws have been enacted, the process for reorganization remains highly uncertain. High-Yield and Preferred Securities The Firm’s investments are expected to include high-yield bonds, and convertible and preferred securities (including auction-rate and similar preferred securities) that are rated in the lower rating categories by the various credit rating agencies, or comparable non-rated securities. Securities in the lower-rated categories and comparable non-rated securities are generally subject to greater risk of loss of principal and interest than higher-rated and comparable non-rated securities, and are generally considered to be predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal. Such securities are also generally considered to be subject to greater risk than securities with higher ratings in the case of deterioration of general economic conditions. The market values of certain of these lower-rated debt securities and instruments tend to reflect individual corporate developments to a greater extent than do higher-rated securities and instruments, which would be expected to be more correlated to fluctuations in the general level of interest rates. High-yield securities also can not be protected by financial covenants or limitations on additional issuer indebtedness. Because investors generally perceive that there are greater risks associated with lower-rated and comparable non-rated securities, the markets for such securities can be more volatile, less liquid, and less active than that for higher-rated securities, which can adversely affect the prices at which such securities can be sold, and can even make it impractical or impossible to sell such securities at times of market dislocation. Some issuances can be held by a small number of holders, and there can be little or no liquidity in markets for these securities and instruments even absent market dislocation. Risk Arbitrage

The Firm can engage in risk arbitrage as an investment technique. Risk arbitrage typically involves the purchase and/or sale of a position in a security subject to a merger, acquisition, exchange offer, tender offer, reorganization, liquidation or other potential corporate event. In a typical transaction, the Firm can seek to profit from the “spread” between the current market price of the security and the amount to be realized if the potential corporate event occurs. Clients will remain subject to the risks that the anticipated corporate event does not occur or that the Client’s hedging to minimize market or company-specific risk is imperfect. Risk arbitrage success will be largely dependent upon the ability of the Firm to correctly analyze the outcome and the completion date of the potential transaction. In the event the transaction is not consummated, the value of the securities held by Clients can decline significantly. Furthermore, the difference between the price paid by Clients for securities of a company involved in an announced transaction and the anticipated value to be received for such securities upon consummation of the transaction can often be very small. If the proposed transaction appears likely not to be consummated or in fact is not consummated or is delayed, the market price of the securities can decline sharply, potentially by more than the Client’s anticipated profit. In pursuing risk arbitrage, Clients will compete with firms, including many of the larger investment banking firms, which have substantially greater financial resources, larger research staffs and more securities traders than the Clients. Small Companies The Firm can invest a portion of its assets in small and/or unseasoned companies, whether or not publicly traded. While smaller companies generally have potential for rapid growth, they often involve higher risks because they can lack the management experience, operating history, financial resources, product diversification and competitive strength of larger companies. In addition, in many instances, the frequency and volume of trading in the securities of smaller companies can be substantially less than is typical of securities issued by larger companies. As a result, the securities of smaller companies can be subject to wider price fluctuations, reduced liquidity, losses and risks of insolvency or bankruptcy. The Firm can establish comparatively large positions in these companies’ securities, representing a high percentage of the outstanding public float; in that case, when selling all or a large portion of its investment position, the Firm can have to sell portfolio holdings at discounts from quoted prices or can have to make a series of small sales over an extended period of time due to limited trading volume. Further, research resources, third-party analysis and information relating to smaller companies can be less available than that in respect of larger companies, making it more difficult to research an investment and make an informed investment decision. Real Estate Investments The Firm can invest in real estate or companies with significant portfolios of real estate holdings. Investments in real estate and companies with portfolios of real estate are often illiquid and generally are subject to various risks incident to the ownership and operation of commercial and residential real estate, and/or risks incident to investment in nonrecourse mortgage loans secured by real estate, including risks associated with: adverse changes in national economic conditions; adverse local market conditions; the financial conditions of tenants, buyers and sellers of properties; changes in availability of debt financing; changes in interest rates, real estate tax rates

and other operating expenses; environmental and zoning laws and other U.S. federal or local governmental rules, regulations and fiscal policies; changes in the relative popularity of properties; risks due to dependence on cash flow; risks and operating problems arising out of the presence of asbestos; and risks of natural disasters, uninsurable losses and other factors. Highly-Leveraged Companies The Firm can invest in the equity and/or debt of highly-leveraged companies. These investments involve a high degree of risk. A highly-leveraged company can be particularly exposed to adverse economic factors such as downturns in the economy or deterioration in the conditions of the company or its industry. Companies that use a significant degree of leverage can be subject to restrictive financial and operating covenants that can constrain the implementation of their business strategies. Moreover, rising interest rates can significantly increase such companies’ interest expense, causing losses and/or inability to service outstanding debt. In the event any such company cannot generate adequate cash flow to meet debt service or refinance debt, the Client can suffer a partial or total loss of its investment in the company. Interest Rate Risk Changes in interest rates can affect the value of a Client’s investments in fixed-income instruments. Increases in interest rates can cause the value of the Client’s debt investments to decline. During periods of rising interest rates, the average life of certain types of securities in which Clients can invest can be extended, because borrowers choose not to repay principal on the loans to take advantage of a below-market interest rate. This “extension risk” increases the security’s duration (the estimated period until the security is paid in full) and reduces the security’s value. During periods of declining interest rates, an issuer of fixed-income securities can be more likely to exercise its option to prepay principal, which can make an investment less profitable. Instruments held by a Client can have call features that allow the issuer to repurchase the securities before stated maturity. An issuer can redeem a lower-grade obligation if the issuer can refinance the debt at a lower cost due to declining interest rates or an improvement in the issuer’s credit standing. Inflation/Deflation Risk Inflation risk is the risk that the value of certain investments or income thereon will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of a Client’s investments can decline. Deflation risk is the risk that prices decline over time – the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of portfolio companies in which a Client invests and may make defaults more likely, which may result in a decline in the value of a Client’s investments. High rates of inflation and rapid increases in the rate of inflation generally have a negative impact on financial markets and the broader economy. In an attempt to stabilize inflation, governments may impose wage and price controls or otherwise intervene in a country’s economy. Governmental efforts to curb inflation, including by increasing interest rates or reducing fiscal or monetary stimuli, often have negative effects on the level of economic activity. Persistently high levels of inflation could have a material and adverse impact on a Client’s investments and its aggregated returns. There can be no assurance that high rates of inflation will not have a material adverse effect on the investments of a Client..

Credit-Rating Risk The ratings assigned by credit-rating agencies to some types of fixed-income obligations measure the issuer’s creditworthiness and affect the value of those obligations. Ratings assigned to fixedincome securities by credit-rating agencies are intended to indicate different levels of risk that a fixed-income security will pay its principal and interest to investors as and when required. Ratings are based on various factors, such as the fixed-income security’s seniority in the issuer’s capital structure, credit characteristics, collateral composition, if any, degree of diversification, weighted average life of the collateral, if any, and the legal structure of the issuer. Credit ratings have limited predictive power. An issuer’s rating is heavily weighted by historical data and does not necessarily reflect future conditions. In addition, the rating agencies can have difficulty rating and monitoring mortgage-related securities through different economic cycles. If rating agencies incorrectly rate, or downgrade ratings on, fixed-income securities, the value of the rated securities can decrease substantially. Fraudulent Conveyance, Preference and Equitable Subordination Considerations Various laws enacted for the protection of creditors can be applied to some of a Client’s investments and can sustain losses or incur legal defense costs as a result. Losses can be realized years after the investments were bought or sold by the Firm. These creditor-protection laws can be applied to a Client’s investments in bonds or bank loans of distressed companies that go or have gone into bankruptcy, or to equity investments bought or sold by Clients. For example, under U.S. federal and state laws of fraudulent conveyance, if loans made to companies that are insolvent or are rendered insolvent as a result of the transaction that includes the borrowing, the loans or the liens or guaranties that secure such loans can be judicially invalidated, and the borrower’s payments of principal, interest or fees to its lenders or stock dividends or stock repurchase payments can be recouped. Fraudulent conveyance actions can target transfers made as much as six years before the commencement of the fraudulent conveyance action or a bankruptcy case. Similar to fraudulent conveyance actions, preference actions also can be asserted against investors in a failing company. If an issuer in which a Client has an investment becomes insolvent, any payment made by the issuer on such investment, including loan interest, principal or fees, can be subject to disgorgement as a “preference” if made within a certain period of time (which can be as long as one year) before the date the issuer enters bankruptcy. In general, if an issuer’s payments are found to be either fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient or from subsequent transferees of such payments. To the extent that any such payments are recaptured from the Client and the Client has no or inadequate recourse to upstream or other parties, the resulting loss would be borne the Client. Under other principles of U.S. bankruptcy law, loans can lose their priority due to “equitable subordination,” which is a remedy whereby a court subordinates the claim of a creditor to claims of disadvantaged creditors. Examples of situations where equitable subordination could be applied are where a lender (i) intentionally takes an action that results in the undercapitalization of a borrower to the detriment of other creditors, (ii) engages in other inequitable conduct to the detriment of other creditors, (iii) engages in fraud with respect to, or makes misrepresentations to, other creditors or (iv) uses its influence to dominate or control a borrower to the detriment of other creditors. Under related remedies known as “equitable disallowance” or “lender liability,” a court can disallow the claim

of a lender or other creditor that has abused its influence on the borrower, or even require the lender or other creditor to pay affirmative damages for its misconduct. Certain non-U.S. jurisdictions, particularly emerging-market jurisdictions, can have substantially different or less sophisticated systems for resolving corporate insolvencies. Such differences could expose a Client to unanticipated claims, legal risks, costs and delays, any one of which could have an adverse effect on one or more of the Firm’s investments. Short Sales The Firm’s investment program permits short-selling. Short sales can be made, for example, if the Firm believes the securities or instruments are overpriced relative to their intrinsic or fundamental value or to other securities or indices that can provide a hedge, or are expected to depreciate in value due to a catalyzing event or change in circumstances. Short sales also can be made in connection with the Client’s risk arbitrage investments. In addition, short positions can be taken if, in the view of the Firm, such positions will reduce the risk inherent in taking long positions. The extent to which the Client engages in short sales will depend upon the Client’s investment strategy and perception of market direction. An uncovered short sale of an instrument involves the risk of an increase in the market price of the instrument, which could result in an inability to cover the short position or a substantial and theoretically unlimited loss; by contrast, the prospective gain on a short sale generally is limited to the proceeds of the sale. There can be no assurance that the Client will be able to maintain the ability to borrow securities sold short. In such cases, the Client can be “bought in” (forced to repurchase securities in the open market to return to the lender). Furthermore, there can be no assurance that securities or instruments necessary to cover a short position will be available for purchase. Purchasing securities to close out a short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. The rules affecting short sales (and synthetic short sales) in the U.S. and other jurisdictions are constantly evolving in ways that have restricted or can restrict the Client’s freedom to engage in short-selling, which could hamper the Firm’s ability to achieve their investment objective. Hedging Transactions The Firm can utilize a variety of financial instruments, such as derivatives, options, interest rate swaps, caps and floors, futures and forward contracts, both for investment purposes and for risk management purposes. While the Firm can enter into hedging transactions to seek to reduce risk, such transactions can result in a poorer overall performance and increased (rather than reduced) risk for Clients than if it had not engaged in any such hedging transactions. Moreover, it should be noted that a Client’s portfolio frequently will be exposed to certain risks that cannot be hedged, such as credit risk relating to issuers and counterparties. Currency Risks The Firm, or one of its affiliates, will compute a Client’s income in U.S. dollars. Since the Firm can invest in loans, securities and other instruments denominated or quoted in currencies other than the U.S. dollar, changes in currency exchange rates will affect the value of the Client’s portfolio and the unrealized appreciation or depreciation of investments. Further, the Firm can incur costs in connection with conversions between various currencies. The Firm can seek to protect the value of some portion or all of its portfolio holdings against currency risks by engaging

in hedging transactions. There can be no assurance that instruments suitable for hedging currency or market shifts will be available when the Firm wishes to use them or will be susceptible to liquidation when the Firm wishes to exit them. Control Issues Although the Firm can seek protective provisions in connection with certain of its investments, particularly Side Pocket Investments, to the extent Clients take minority or passive positions in companies in which it invests, the Firm can not be in a position to exercise control over corporate management and, accordingly, can have a limited ability to protect the Client’s investment in such companies. The day-to-day operations of such companies will be the responsibility of the companies’ management teams, and there is no assurance that they can operate the companies successfully. In these circumstances and others in which the Firm relies on information from corporate management, the investment also will be subject to the risk of dysfunctional or fraudulent management and accounting irregularities. To the extent the Firm co-invests with third parties through joint ventures or other entities, such investments can involve risks such as dysfunctional management, increased costs, greater illiquidity and investors with conflicting interests or investment objectives. There also can be the possibility that a third-party co-venturer can have financial difficulties resulting in a negative impact on such investment, can have economic or business interests or goals that are inconsistent with those of Clients, or can be in a position to take (or block) action in a manner contrary to the Firm’s investment objective. Potential Involvement in Litigation The Firm or its affiliates can become involved in litigation. Litigation or threats of litigation consume time and resources and can disrupt the ability of the Firm and its personnel to carry on their normal investment activities on behalf of Clients. Litigation entails expense and the possibility of counterclaims against Clients, and ultimately judgments can be rendered against Clients for which neither they nor any applicable affiliate carries insurance. The expense of prosecuting claims, for which there is no guarantee of success, and/or the expense of defending against claims by third parties and paying any amounts due pursuant to settlements or judgments would generally be borne by Clients and would reduce net assets. Derivative Instruments; Counterparty Credit Risk The Firm’s investments are expected to include purchases, sales, financing arrangements (including the lending of portfolio securities) and derivative instruments that are not traded on an exchange but are instead traded between counterparties based on contractual relationships. Consequently, Clients will be subject to the risk that a counterparty will not perform its obligations under the related contracts. The prices of, or payments pursuant to, swaps and other derivative instruments can be highly volatile and can be influenced by, among other things, interest rates, changing supply and demand relationships, policies of governments, and national and international political and economic events. The Firm expects to effect certain derivative transactions on “overthe-counter” or “interdealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight. This will expose the Firm to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a credit or liquidity problem with the counterparty. Delays in settlement can also result from disputes

over the terms of the contract (whether or not bona fide), since such markets can lack the established rules and procedures for swift settlement of disputes among market participants that exist in exchange-based markets. These factors can cause Clients to suffer a loss due to adverse market movements while replacement transactions are executed or otherwise. Such “counterparty risk” is present in interest rate, currency, default and equity swaps, participations through banks, non-U.S. exchange contracts and distressed debt trades, and is accentuated for contracts with longer maturities where events can intervene to prevent settlement, or where the Client has concentrated its transactions with a single or small group of counterparties. Similarly, contracts in the non-U.S. exchange market are not guaranteed by an exchange or its clearinghouse. Consequently, there are no requirements imposed on a counterparty with respect to financial responsibility or segregation of customer positions. As a result, trading in interbank non-U.S. exchange contracts can be subject to more risks than trading on regulated exchanges, including, but not limited to, the risk of default due to the failure of a counterparty with which the Firm has a forward contract. Transactions entered into by the Firm can be executed on various exchanges (domestic and foreign) and can be cleared and settled through various clearinghouses, custodians, depositories and prime brokers. Although Firm will attempt to execute, clear and settle transactions through (and use as custodian for its securities) entities the Firm believes to be sound, there can be no assurance that a failure by any such entity will not lead to a loss by the Firm. Trading Restrictions due to Inside Information The Firm and/or or its affiliates can acquire confidential or material nonpublic information or be restricted from initiating transactions in certain securities. Clients will not be free to act upon any such information. Due to these restrictions, the Firm can not be able to initiate an investment that it otherwise might have pursued and can not be able to sell an investment that it otherwise might have exited. Risk Concentration and Risk Management Failures The Firm is not restricted in the amount of its capital that it can commit to any single investment, strategy, industry sector or geographic region. While the Firm generally expects it will attempt to spread investments to avoid undue exposure to any one issuer, security type, market, sector or geographic region, the Firm at times can hold a relatively large portfolio concentration in any of the above categories. Any such concentration can increase a Client’s risk of loss and have a material adverse effect on the Client’s overall financial condition. Even when the Firm attempts to control investment risks and diversify Client portfolios, risks associated with different assets can be correlated in unexpected ways, with the result that investors can face concentrated exposure to certain risks. Conversely, the Firm can encounter unexpected changes in the correlation of assets or markets, or basis risk due to imperfectly matched debt maturities and similar factors, which can impede the Firm’s ability to hedge or limit risk and result in investment losses. Many risk management techniques are based on observed historical market behavior, but future market behavior can be entirely different. In addition, many private investment funds pursue similar investment strategies, which creates the risk of numerous funds being forced to liquidate positions at the same time, thereby reducing liquidity, increasing price volatility and exacerbating losses. Although the Firm will attempt diligently to identify, monitor and manage significant risks, these

efforts at times can be ineffective. Any inadequacy or failure in the Firm’s risk management efforts could result in material losses for Clients. Investment Due Diligence and Investment Research When conducting due diligence and investment research, the Firm can be required to evaluate important and complex business, financial, tax, accounting, environmental and legal issues. Outside consultants, legal advisors, accountants and investment banks can be involved in the due diligence and investment research process in varying degrees, depending on the nature of the potential investment. In addition, when conducting due diligence and investment research and making an assessment regarding an investment, the Firm can rely on information provided by the target of the investment and, in some circumstances, third-party investigations. The due diligence investigation and investment research that the Firm carries out with respect to any investment opportunity can not reveal or highlight all relevant facts that can be necessary or helpful in evaluating such investment opportunity or can be manipulated by fraud. Moreover, a satisfactory due diligence investigation does not, in and of itself, ensure that an investment will be successful. Investing in Special Purpose Acquisition Companies (“SPAC”) The Funds and Clients have invested, and can continue to invest, in the securities of SPACs, including through IPOs, and entering into backstop and PIPE transactions. Funds and Clients can also sponsor or co-sponsor a SPAC or otherwise invest in a SPAC sponsor. A SPAC is a publicly traded company formed for the purpose of raising capital through an IPO to fund the acquisition of one or more operating businesses. Following an acquisition, the SPAC can exercise control over the management of the target company or, alternatively, the existing management team of the target company can continue to manage the resulting public operating company. Moreover, private companies in which the Funds invest can seek to become public companies by merging with a SPAC. Investors in SPACs and their sponsors are subject to many risks, including that: (i) if the SPAC is unable to locate or acquire a target company, investors in the SPAC will effectively have their capital locked-up through the SPAC’s acquisition deadline (except to the extent they sell their shares to recoup their capital outlay in whole or part), (ii) the SPAC can be unable to consummate its IPO, resulting in losses for its sponsors; (iii) sponsors of SPACs can incur expenses in their search for, and acquisition and management of, a target company, that exceed the capital set aside by the SPAC for such purposes, which can result in insufficient funds with which to complete an acquisition; (iv) sponsors of SPACs typically acquire a significant percentage of the SPAC’s shares at the time of its IPO or in the years after a target business is acquired for a relatively minimal purchase price, which can provide an incentive for sponsors to complete an acquisition regardless of the relative attractiveness of a target business or the reasonableness of the proposed purchase price; (v) in connection with the acquisition of a target business, a SPAC can issue additional equity to third-party investors or to current owners of a target business, either of which can dilute existing SPAC investors; (vi) the promote for the sponsor can be payable in shares and can dilute other SPAC investors; (vii) the acquisition of a target business can not be subject to a stockholder vote or the ability for SPAC investors to redeem prior to the consummation of the acquisition; (viii) most SPACs are relatively illiquid and have a concentrated shareholder base, which can lead to greater market volatility and greater risk of loss upon selling shares; (ix) the securities of a

SPAC can be subject to de-listing to the extent the issuer fails to satisfy applicable exchange listing requirements, including with respect to the number of record holders, upon completion of its acquisition of a target business; and (x) in the event creditors are successful in accessing the IPO proceeds held in a SPAC’s escrow account prior to completion of its acquisition of a target business, shareholders who redeem in connection with that acquisition will receive a smaller amount per share than would otherwise be expected. The Funds can invest in a SPAC that, at the time of investment, has not selected or approached any prospective target businesses and the Funds can not have control over the ultimate acquisitions. These investments can include PIPEs, which are considered restricted securities under the Securities Act. The sponsors of any particular SPAC can have significant control and discretion with respect to consummating acquisitions and managing the combined companies. To the extent that a SPAC acquires a target company, it can be affected by any risks inherent in the business of that target company, including that the management team of the target business can be inexperienced in operating a publicly-traded company. Moreover, because companies that become publicly traded as a result of a SPAC merger can not be subject to a traditional IPO underwriting and due diligence process, broker-dealers can be less willing or unwilling to facilitate secondary market trading of shares of such companies, which can limit the ability of the Funds to dispose of its investments in these companies. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. Operational Risks The Firm’s, and/or one of its affiliate’s, systems and operations will be dynamic and complex. Certain of their operations interface with and will be dependent on systems operated by third parties, including prime brokers, administrators, market counterparties and their sub-custodians and other service providers, and the Firm’s, and/or one of its affiliates can not be in a position to quantify the risks or verify the reliability of such third-party systems. Certain operational risks can be intrinsic to the Firm and/or one of its affiliate’s operations and can impact their financial, accounting or data processing or other systems, especially given the volume, diversity and complexity of the investment transactions in which the Firm can engage. Operational risk can be exacerbated in periods of market dislocation or abrupt regulatory change. The failure of one or more systems or operations or the inability of such systems or operations to meet the demands of the Firm’s evolving activities could have a material adverse effect on the Clients. Clients (and not the Firm, and/or one of its affiliates) will ordinarily be responsible for any losses resulting from trading errors and similar human errors, absent bad faith, willful misconduct or gross negligence. Asset Valuation The Firm calculates the value of assets and liabilities of each Fund in accordance with the relevant Fund’s Governing Documents and the Firm’s valuation policy. The value assigned to the securities and instruments held by Clients affect the amount of Management Fee and Performance Allocation to be paid to the Firm and/or one of its affiliates, as well as the reported performance of Clients. Certain of the Firm’s investments can be difficult to value (including Side Pocket Investments, certain bank loan positions and other unlisted or non-exchange traded securities and instruments). In some cases, in particular where broker-dealer quotations are few or non-existent, the fair value of an investment can be determined by, among other things, using valuation models and, if

necessary, through relative value pricing, other relevant sources deemed reliable by the Firm and/or one of its affiliates or the subjective determination of the Firm’s personnel most familiar with the position in question. Determining fair value in the absence of any market or reliable valuation model can be difficult and subjective, and investments can be sold at prices below any such valuation. Contingent Liabilities From time to time Clients can incur contingent obligations, particularly in respect of Side Pocket Investments. These obligations could include, for example, commitments to fund joint venture equity at future dates, indemnities or guarantees, and representations or warranties upon sale or disposition. Unresolved claims, including threatened litigation against the Clients or their affiliates, or tax assessments or claims for unpaid taxes are also potential sources of contingent liabilities. Contingent obligations can result in reserves and holdbacks upon a Client’s redemption and upon the winding-up of the Client, which can subsist indefinitely; in addition, the Firm and/or one of its affiliates can require the Client to return distributed capital and earnings if, on final winding-up of the Client, the Client’s property is insufficient to satisfy the Client’s liabilities. To the extent that expenses or losses arise in connection with any such contingent obligation, including contingent obligations that relate to prior periods, they generally will be borne by the Client and can adversely affect the Client. Competition; Availability of Investments The Firm is likely to face competition for attractive investment opportunities from hedge funds, private equity funds and other investment funds, as well as other market participants such as commercial banks, investment banks, traditional asset managers and other financial institutions. Some of these investment funds and other market participants can have investment strategies similar to those employed by the Firm or otherwise be in competition with Clients for available investment opportunities. As a result, the number of investment opportunities available to each Client, and the expected returns available on such investments, can be limited. Clients can be at a competitive disadvantage to other investors in a particular sector or investment, as other investors can have greater capital, lower targeted returns or greater sector- or strategy-specific expertise than the Client. The foregoing factors mean there can be no assurance that the Firm will be able to identify or successfully pursue attractive investment opportunities on behalf of Clients. Each Fund is Not a Registered Investment Company While each Fund can be considered similar to an investment company, they are not registered as such under the Investment Company Act, in reliance upon a registration exemption available to privately offered investment companies. Accordingly, the provisions of the Investment Company Act (which, among other things, require registered investment companies to have a majority of disinterested directors, require securities held in custody to be at all times individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company, and regulate the relationship between the investment adviser and the investment company) are not applicable to the Funds. Dependence on Service Providers

The Funds are also dependent upon its counterparties and the businesses that provide services to the Fund (the “Service Providers”). Examples of Service Providers include the administrator, prime brokers, the custodian, legal counsel and the auditor. Errors are inherent in the business and operations of any business, and although SGAM will adopt measures to prevent and detect errors by, and misconduct of, counterparties and Service Providers, and transact with counterparties and Service Providers it believes to be reliable, such measures may not be effective in all cases. Errors or misconduct could have a material adverse effect on the Funds and the limited partners’ investments therein. Legal, Tax and Regulatory Risks Future legal, tax and regulatory changes can adversely affect Clients. For example, tax treaties or tax laws in foreign jurisdictions can change, resulting in materially higher levels of taxation upon disposition and adversely affecting the return on investments. Securities and futures markets are subject to comprehensive statutes, regulations and margin requirements enforced by the SEC, other regulators and self-regulatory organizations and exchanges authorized to take extraordinary actions in the event of market emergencies. The regulation of derivatives transactions and investment funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The regulatory environment for private funds and fund managers is evolving, and changes in the regulation of private funds, fund managers and their trading activities can adversely affect the ability of the Firm to pursue their investment strategy and the value of investments. In recent years, there has been an increase in governmental, as well as self-regulatory, scrutiny of the alternative investment industry in general. Such scrutiny can increase Clients’ exposure to potential liabilities and to legal, compliance and other related costs. Increased regulatory oversight also can impose administrative burdens on the Investment Manager, the General Partner and their personnel. Firm is not registered with the Commodity Futures Trading Commission (the “CFTC”) as a commodity pool operator (“CPO”) with respect to the Funds. The Firm reserves the right to register with the CFTC as a CPO, and to the extent the Firm is required to register with the CFTC as a CPO, it would be subject to increased regulatory requirements that would impose additional administrative burdens. Clients can be subject to new or additional regulatory constraints in the future. It is impossible to predict what changes in regulations can occur, but any regulations that restrict the ability of the Firm to trade in certain securities or other instruments, employ leverage or otherwise limit the Funds’ ability to pursue their investment strategies could have a material adverse impact on a Client’s portfolio. As new or additional laws are enacted or regulations adopted, the Firm will evaluate their potential impact on the Funds and can , in response to such laws or regulations, cause the Funds to modify or withdraw from certain existing investments, investment strategies or business activities. Regulatory Uncertainty. Any change in U.S. administration, including shifts in regulatory bodies like the SEC, can lead to revisions across existing law and regulations. Any such changes could significantly impact the Firm or the Clients. Specific legislative and regulatory proposals discussed during election campaigns and recent public statements that might have a material impact include, without

limitation, changes to trade agreements, immigration policy, import and export regulations, tariffs and customs duties, energy regulations, income tax regulations and the federal tax code, public company reporting requirements, and antitrust enforcement. Changes in federal policy are subject to further uncertainty, as changes could be implemented at regulatory agencies over time through policy and personnel changes, which lead to changes involving the level of oversight and focus on the financial services industry or the tax rates paid by corporate entities. The nature, timing and economic effects of potential changes to the current legal and regulatory framework affecting financial institutions under the current presidential administration remain highly uncertain. It is possible that future changes will adversely affect the Firm’s or the Funds’ operating environment and consequently their business, financial condition and results of operations. There can be no assurance that any changes in laws, regulations or governmental policy will not have an adverse impact on the Firm, the Funds or their investments, including the ability of the Funds to execute their investment objectives and to receive returns. Trade Policy. The U.S. government has imposed, and may continue imposing, broad and rapidly changing tariffs on multiple countries. Such actions as well as the responses of other countries and actors could significantly exacerbate the normal risks associated with the Funds and result in adverse changes to, among other things: (i) general economic and market conditions; (ii) shipping and transportation costs and supply chain constraints; (iii) interest rates, currency exchange rates, and expenses associated with currency management transactions; (iv) demand for investments; (v) available credit in certain markets; (vi) import and export activity from certain markets; and (vii) laws, regulations, treaties, pacts, accords, and governmental policies. Such tariffs have the potential to gravely impact markets, global supply and demand, import/export policies, and the availability of labor in certain markets, and there is no guarantee that additional tariffs or similar measures will not be implemented. The foregoing could seriously impact the operations of the Funds and their ability to realize investment objectives in a timely manner. Epidemic Outbreak An epidemic outbreak and reactions to such an outbreak could cause uncertainty in markets and businesses, including the Firm’s business. Such an outbreak may adversely affect the performance of the global economy, including causing market volatility, market and business uncertainty and closures, supply chain and travel interruptions, the need for employees and vendors to work at external locations, and extensive medical absences. The activities and operations of Firm and its Clients could be adversely affected by events over which they have no control, such as natural disasters or public health epidemics such as the COVID-19 pandemic. It is impossible to predict how, and the extent to which, the Firm or its Clients, or financial markets and global economies generally, can be affected by such events. Social Media and Publicity Risk. The use of social networks, message boards, internet channels and other platforms has become widespread within the United States and globally. As a result, individuals now have the ability to rapidly and broadly disseminate information or misinformation, without independent or

authoritative verification. Any such information or misinformation regarding the Firm, the Funds or one or more portfolio companies could have a material and adverse effect on the value of the Funds. Artificial Intelligence and Machine Learning Risk. Recent technological advances in artificial intelligence and machine learning technologies (collectively, “AI Technologies”), as well as the rapid growth and widespread use thereof, have the potential to pose risks to the Firm, and the Clients. AI Technologies have the potential to result in significant and disruptive changes in companies, sectors or industries, including those in which the Clients invest, and any such changes could render the Firm’s underwriting models obsolete or create new and unpredictable operational, legal and/or regulatory risks. To the extent competitors of the Firm make more efficient or extensive use of AI Technologies, there is a possibility that such competitors will gain a competitive advantage. Many jurisdictions have passed or are considering laws and regulations concerning AI Technologies, which could adversely affect the Firm, the Clients, and their operations. Additionally, the Firm, and the Clients could be further exposed to the risks of AI Technologies if third-party service providers or any counterparties, whether or not known to the Firm, use AI Technologies in their business activities. The Firm will not be able to control the use of AI Technologies in third-party products or services, including those provided by the Firm’s and its affiliates’ service providers. Additionally, the Firm and its personnel reserve the right to use AI Technologies in connection with the Firm’s business activities, including to support the Firm’s due diligence and investment activities. AI Technologies are highly reliant on the accuracy, adequacy, completeness and objectivity of their underlying data, and any inaccuracies, deficiencies or biases in this data could lead to errors affecting the Firm’s decision-making and investment processes. AI Technologies and their applications, including in the financial sector, continue to develop rapidly, and it is impossible to predict the future risks that have the potential to arise from such developments. Any of the foregoing factors could have a material and adverse effect on the Firm, and the Clients. Side Letters. As discussed in item 4 of this Brochure, in connection with or as a condition to an investor’s agreement to invest in a Fund, the Fund or its general partner will from time to time enter into a “side letter” or similar agreement with an institutional or other investor pursuant to which the Fund or its general partner grants the investor specific rights, benefits or privileges that are not generally made available to all investors. Such rights, benefits or privileges include waivers or discounts on management fees and/or carried interest, “most favored nation” clauses, preferential access to coinvestment opportunities, the right to be excused from participating in certain investments made by a Fund, notice rights upon the occurrence of certain events, seats on a Fund’s limited partner advisory committee, specialized or additional reporting rights, rights related to tax treatment, rights related to regulatory matters, rights related to immunities or indemnification, rights related to the ability of the investor to transfer its interest in the Fund, additional representations and warranties from the Fund, its general partner and/or the Firm, modifications to the subscription agreement and other benefits. While the ability of a Fund or its general partner to enter into a side letter or similar agreement affording preferential rights to certain investors is generally disclosed to other

investors in the Fund, the terms of such “side letters” or similar agreements are generally not disclosed to other investors in the Fund, except to investors that have separately negotiated for the right to review such agreements. Distress Events. A Fund’s investment is subject to the risk that one of the Fund’s banks, lenders or other custodians of some or all of the Fund’s (or any portfolio company’s) assets (each a “counterparty”) is unable to perform its obligations or experiences insolvency, closure, seizure, receivership, or other financial distress or difficulty (each, a “Distress Event”). A Distress Event can be caused by a variety of factors, including but not limited to, eroding market sentiment, a change in interest rates, significant customer withdrawals, fraud, malfeasance, poor performance, undercapitalization, market forces, or accounting irregularities. If a Fund’s counterparty experiences a Distress Event, the Firm, the Funds and/or their portfolio companies may not be able to access deposits, borrowing facilities, or other services, either permanently or for an indeterminate period of time. Although many regulated banks and broker-dealers in the United States insure assets up to stated balance amounts by organizations such as the Federal Deposit Insurance Corporation, or the Securities Investor Protection Corporation, respectively, amounts in excess of the relevant insurance are subject to risk of total loss, and any counterparties that are not subject to similar arrangements pose increased risk of loss. While in recent years governmental intervention has often resulted in additional protections for depositors and counterparties in connection with Distress Events, there can be no assurance that any intervention will occur, be successful or avoid the risk of loss, substantial delays or negative impact on banking or brokerage conditions or markets. Any Distress Event can adversely affect the Firm’s ability to manage the Funds and their investments, and the ability of the Firm, any Fund or any portfolio company to maintain operations, resulting in significant losses. If a counterparty experiences a Distress Event, this could cause Funds to be unable to draw capital on a credit line to close a transaction or acquire or dispose of investments at prices that reflect the fair value of such investments; investors to be unable to make capital contributions or otherwise; and/or portfolio companies to be unable to make payroll, fulfill obligations, and maintain operations. If a Distress Event leads to a loss of access to a counterparty’s services, it is also possible that the Firm will experience operational burdens and expenses, and a Fund or a portfolio company will incur additional expenses and/o delays in putting place alternative arrangements and/or that such alternative arrangements will be less favorable than those formerly in place (with respect to economic terms, service levels, access to capital or otherwise). There can be no assurance that the Firm will be able to exercise contractual remedies under the agreements with counterparties, there can be no assurance that such remedies will be successful or avoid losses or delays, or other negative impacts. The Funds and their portfolio companies are subject to additional risks in the event a counterparty utilized by investors of a Fund or suppliers, vendors or service providers of a portfolio company become subject to Distress Events, which could have a material adverse effect on a Fund, its investors or such portfolio companies, including the risk of investor defaults. Many counterparties require, as a condition to using their services (including lending services that the Firm and/or or the relevant Fund maintain all or a set amount or percentage of their respective accounts or assets with such counterparty), which increases the risks associated with a Distress Event with respect to such counterparty. Although the Firm seeks to do business with

counterparties that it believes are creditworthy and capable of fulfilling their respective obligations to the Funds, the Firm is under no obligation to use a minimum number of counterparties with respect to any Fund, or to maintain account balances at or below the relevant insured amounts. The foregoing is a summary of material risks involved in the Firm’s investment strategies. Further discussion of risk factors to the Firm Funds is presented in each Fund’s Governing Documents, which are available to current and eligible prospective investors in such Fund.

SGAM’s parent company, Seaport Global Holdings LLC, also controls Seaport Global Securities LLC (“SGS”) and The Seaport Group Europe LLC, which are both regulated broker-dealers in their respective jurisdictions. Subject to Firm’s obligation to seek best execution, Firm expects to utilize the services of SGS for substantially all of the Clients’ publicly and privately-traded portfolio transactions. Consequently, SGS will share in a portion of the revenues normally and customarily generated by a broker-dealer from the securities transactions of each Client. From time to time SGAM’s affiliated broker-dealer can add other business units under common control which are disclosed on https://brokercheck.finra.org/, or by contacting SGAM at 212.616.7700.

Firm and/or SGS can buy securities from and sell securities to the Clients in its capacity as a principal or agent, and act as a financial M&A Firm, underwriter, placement agent or initial purchaser in securities transactions in which the Clients participate. In executing trades for the Clients, SGS can charge customary brokerage commissions or markups, fees and expenses in connection with the transaction. In all cases in which portfolio securities transactions are directed to SGS (or to any other broker), Firm will determine in good faith that the brokerage commissions or markups, fees and expenses charged in connection with such transactions are reasonable in relation to the value of the brokerage, research and other services provided by that broker, viewed in terms of either the specific transaction or Firm’s overall responsibilities to its clients. Firm has no obligation to affect any particular volume of transactions through SGS. SGS, a Delaware limited liability company and broker-dealer affiliated with the Firm, is registered to perform the following services: (i) underwriting of securities; (ii) broker or dealer services in connection with the resale of corporate debt or equity securities to Clients under Rule 144A under the Securities Act or otherwise assisting in the structuring or facilitating the initial resales of debt or equity securities under Rule 144A of the Securities Act; (iii) transaction advisory services; (iv) marketing of private funds; (v) conducting private placements; (vi) trading securities for its own account; (vii) purchasing and selling corporate debt securities; (viii) arranging for transactions in listed securities; (ix) selling interests in mortgages, receivables or other asset-backed securities; and (x) arranging loans. Subject to a Client’s Governing Documents, engaging SGS on an arm’s-length basis can require approval from such Client’s advisory board, or similar committee. Fees received by SGS in connection with these services are disclosed in the applicable Client’s Governing Documents. Fees received by SGS in connection with the provision of private placement, structuring, broker-dealer (including facilitating initial resales of debt or equity securities under Rule 144A under the Securities Act) and similar services are, subject to a Client’s Governing Documents, not applied to reduce any fees of management fee-paying investors in Clients and are retained by SGS. Clients are under no obligation to use the services of SGS to implement securities transactions. If a Client chooses to have SGAM implement securities transactions, SGAM generally will use SGS. Prior to effecting any such transactions, Client can establish an investor committee to approve each transaction prior to SGAM placing the order with SGS. The commissions charged by SGS can be higher or lower than those charged by other broker/dealers. 2.

Other investment adviser or financial planner

Armory Advisers LLC and Armory Partners LLC (collectively, “Armory”) are both affiliates of SGAM primarily engaged in managing the Firm’s high yield Client accounts that fall within the high-yield debt business segment. Unless otherwise stated, the Armory entities are registered with the SEC as investment advisers relying on SGAM’s investment adviser registration.

The Compliance Manual and Code of Ethics includes general requirements that Supervised Persons comply with their fiduciary obligations to clients and applicable securities laws, and specific requirements relating to, among other things, personal trading, insider trading, conflicts of interest, confidentiality of client information and gifts and entertainment. It requires Supervised Persons to comply with the personal trading restrictions and to report their personal securities transactions and holdings to the Firm’s Chief Compliance Officer (the "CCO"), and requires the CCO to review those reports. It also requires Supervised Persons to report any violations of the Code of Ethics promptly to the CCO. Each Supervised Person receives a copy of the Code of Ethics and any amendments to it and must acknowledge in writing having received those materials. Annually, each Supervised Person must certify that he or she complied with the Code of Ethics during the preceding year. Investors can request a copy of SGAM’s Code of Ethics by contacting the Chief Compliance Officer, Markus Witthaut, via telephone: 212.616.7710 or email: mwitthaut@seaportglobal.com. However, SGAM reserves the right to refine and modify the Code of Ethics and its other policies and procedures over time. No investor or prospective investor should invest with SGAM on the basis of, or otherwise rely on, the provisions thereof, and any such refinements or modifications have the potential materially to affect the investments available to the Funds or the expenses borne thereby. Cross Trades and Principal Transactions SGAM directs, from time to time and subject to applicable Client investment guidelines and restrictions, one Client to sell securities to another Client (or with other SGAM Clients) through a “cross trade.” Cross trades are executed with the assistance of a broker-dealer or as an “internal cross” where the Clients’ custodian(s) is instructed to book the transaction at a price determined in accordance with SGAM’s cross trades policies. No fees will be charged by SGAM or their affiliates to Clients in connection with the completion of a cross trade. Cross trades are viewed as

principal transactions in limited circumstances due to the ownership interest in the Client by the Firm and their personnel. Because of the common ownership relationship between the Firm and SGS, transactions entered into between a Client account and SGS acting as principal are “principal transactions” subject to Section 206(3) of the Advisers Act. Cross trades and principal transactions give rise to conflicts of interest between Clients and between Clients and SGAM. For example, one Client could be advantaged to the detriment of another Client if the securities being exchanged are not priced in a manner that reflects their fair market value. In addition, SGAM could use their investment authority to transfer unappealing investments from one Client to another Client. Finally, SGS can realize a profit on transactions with Client accounts. To the extent that any cross trades or affiliate transaction described above can be viewed as a principal transaction due to the ownership interest in the Client of SGAM and its personnel, SGAM will comply with the requirements of Section 206(3) of the Advisers Act and its internal policies and procedures. Specifically, the applicable SGAM investment professionals must provide notice to, and obtain the approval of, the Chief Compliance Officer or designee, the Client’s portfolio manager and a member of the compliance department, prior to executing a principal trade or cross trade. When reviewing a proposed principal trade or cross trade, the Chief Compliance Officer or designee and the Client shall confirm, among other things: (i) that such trade is allowed by the applicable Client’s investment guidelines; (ii) that SGAM’s valuation procedures were followed when pricing the transaction, including obtaining a third-party valuation when appropriate; and (iii) in the case of principal trades, that notice of the specific trade was provided to the Client and written consent from the Client was obtained. Prior approval of each principal transaction will be obtained from each Client (usually from the applicable advisory board as described below in the case of the Funds). Client Advisory Boards. Certain Clients have advisory boards that consist of representatives of certain investors in such Clients. Certain Clients also have the ability to create subcommittees of their advisory boards to address certain categories of topics, such as expense allocations, valuations and other topics. Any approval or consent given by a subcommittee will generally be treated as an approval or consent given by the applicable advisory board. Any approval or consent given by such advisory boards (or subcommittees) tends to be binding on such Clients and all of their investors. Advisory boards are also generally authorized to give approvals or consents required under the Advisers Act, including under Section 206(3) of the Advisers Act. To the extent that an investor is not represented by a member of a Client’s advisory board, such investor will have no influence over matters submitted to the advisory board for approval. Although SGAM has adopted policies and procedures designed to manage conflicts among Clients, members of the advisory boards can themselves have conflicts of interest that do not disqualify such members from voting or consenting to matters submitted for consideration or review to the advisory boards on which they serve. In such instances, SGAM expects that such members of the advisory board will act in the best interest of the Client that it represents; however, there can be no assurances that such conflicts of interest will be entirely eliminated.

Soft Dollars The Firm can receive products or services from a broker or allow a broker to pay for the following in the event the Firm does enter into a formal soft dollar arrangement:

Research reports, services and conferences, including third party research fees;

Technical data;

Performance measurement data;

News wire and data processing charges;

Quotation services;

Periodical subscription fees;

Trade cost analysis reporting;

Section 28(e) of the Exchange Act provides a safe harbor that permits an investment adviser, when selecting brokers to execute transactions for client accounts, to take into account research products and brokerage services provided to it by brokers. In order to qualify for the safe harbor, the research

products and services provided by the broker and paid for out of “soft dollars” must provide lawful and appropriate assistance to the investment adviser in the performance of its investment decisionmaking responsibilities. The Firm does not currently have any third party soft dollar arrangements. Furthermore, the Firm will not enter into any third party soft dollar arrangements without the express approval of the CCO. The Firm has retained Cantor Fitzgerald & Co., Bank of America Merrill Lynch, J.P. Morgan Chase and Flagstar Bank to serve as the Funds’ prime brokers, banks and custodians. The Firm can replace any such firm or appoint an additional prime broker and/or custodian at any time. The services that these firms can provide as prime brokers can include custody, margin financing, clearing, settlement and stock borrowing in accordance with the terms of the prime brokerage agreements entered into between each Firm Fund and/or Client and each of these firms. These firms have custody of most of the Firm’s Clients’ assets and provide the Firm with other services. These firms also can , at their discretion, provide capital introduction services (subject always to the obligation of the Firm to seek best execution for all transactions). The Firm expects to use a substantial portion of these services for research and trading on behalf of the Firm’s Clients, but some can be used for administrative purposes, which would not be within the safe harbor of section 28(e). Although many prime brokers provide similar services to investment advisers in exchange for brokerage, custody and clearance fees and other charges, if the Firm did not receive these services from these firms, the Firm would be required to pay for all or some portion of them. The Firm is not required to direct a particular number of trades to any of these firms or to continue to use them as prime broker or custodian, but it has an incentive to do so based on their prior and continued services.

Trade Errors The Firm attempts to minimize trade errors by taking the utmost care in making and implementing investment decisions on behalf of clients. However, from time to time, a portfolio manager or other employee can inadvertently order or place a trade that deviates from applicable laws, the terms of client agreements or client disclosure documents or that is not consistent with the portfolio manager’s instructions or intent. Trade errors can occur either in:

the investment decision-making process (e.g., a decision can be made to purchase a security or an amount of a security that violates the client’s investment restrictions); or the trading process (e.g., a security other than that ordered by the Portfolio Manager can be bought or sold, or a buy order can be executed as a sell, or an improper quantity can be bought or sold).

Unless the Firm has specifically addressed trade errors in the Client’s Governing Documents, it is the Firm’s policy that clients should bear losses resulting from any errors or mistakes in placing

or executing trades for the client, as such errors are considered by the Firm to be one of the risks that any investor that invests in public markets bears. However, the Firm will reimburse the client for any trade error resulting from the Firm’s gross negligence or willful misconduct. Any positive trade errors will be for the benefit of the Client and not retained by the Firm. The Firm, subject to its fiduciary obligations, will determine whether or not any trade error is required to be reimbursed in accordance with this policy. When reimbursement is determined to be required, the Firm can net gains and losses relating to the trade error. Netting of gains and losses between clients or unrelated to the trade error is not permitted. Aggregation of Orders The Firm can manage assets for a number of clients, which can have the same or similar investment objectives. It is the Firm’s policy to allocate investment opportunities that it identifies as being suitable for more than one client fairly and equitably over time consistent with its fiduciary duties to Clients and taking into account all relevant facts and circumstances. Orders for the same investment entered on behalf of more than one Client can be aggregated, subject to the aggregation being in the best interests of all participating Clients, in order to facilitate execution and minimize transaction costs. For an aggregated order, the Firm prepares a pre-trade allocation statement in advance of the trade that indicates how the Firm intends to allocate the trade. When an aggregated order is filled through multiple trades at different prices from the same time period within a trade day, each participating Client will receive the average price with transaction costs allocated pro rata based on the size of each Client’s participation in the order (or allocation in the event of a partial fill) as determined by the Firm. In the event of a partial fill, allocations generally will be made pro rata based on the initial order but can be modified on a basis that the SGAM deems to be appropriate, including, for example, in order to avoid odd lots or de minimis allocations. This can result in allocations of certain investments on other than a pro rata basis. If the executed order is not allocated pro rata in accordance with the pre-trade statement, the Firm prepares a statement documenting the reason for the changed allocation.

The Firm’s CFO and operations team reviews and reconciles all transactions, positions and cash balances on a daily basis. The Fund’s third party administrator, if any, and in conjunction with our operations team, provides monthly reviews and reconciliations of cash, positions and activity to the prime brokers and custodians in order to properly validate an account for all transactions. Monthly profit and loss is reconciled by the administrator, if any, and

is reconciled by the CFO and operations team. In the absence of an administrator, the Firm will act in the capacity of administrator for the Client and Funds. The monthly, or quarterly, net asset value calculations are prepared by the administrator, or in the absence of an administrator, the Firm will calculate and review the monthly, or quarterly, net asset value. Investors in the Funds and SPE’s receive quarterly statements of valuation, periodic unaudited performance information, and annual audited financial statements prepared in accordance with U.S. generally accepted accounting principles by an accounting firm that is registered with and subject to regular inspection by the Public Accounting Oversight Board pursuant to Rule 206(4)2(b)(4)(ii).

The Firm makes all voting decisions on behalf of Client accounts based solely on our determination of the best interests of that Client account subject to any specific proxy voting guidelines specifically requested by and agreed upon with Clients. In limited circumstances, the investors can directly vote proxies on the direction of SGAM. Upon request, we will provide investors with a copy of our proxy voting policies and procedures which are outlined in our Compliance Manual and Code of Ethics.