Mink Brook Asset Management LLC: investment adviser

Each of the Offshore Fund, the Onshore Fund, and the Opportunity Fund are referred to as a “Mink Brook Fund” or a “Fund” and collectively, the “Mink Brook Funds” or the “Funds.” The general partner of the Mink Brook is Mink Brook Capital GP LLC (the “General Partner”), a Delaware limited liability company. Mr. Mueller is the Managing Member of the General Partner. The General Partner has ultimate responsibility for decisions relating to management and operations made on behalf of the Funds and has ultimate responsibility for the investment decisions made on behalf of the Funds but has delegated certain responsibilities including advisory decisions to Mink Brook. Mink Brook manages each Fund pursuant to the investment guidelines set forth in the relevant governing and offering documents of each Fund, including any limited partnership agreement, term sheet, private placement memorandum, and/or subscription agreement (each an “Offering Document,” and collectively, the “Offering Documents”). The Offering Documents for each Fund contain more detailed information about each Fund, including a description of the investment objective and strategy or strategies employed by Mink Brook in advising the Funds, and related restrictions that serve as a limitation on Mink Brook’s advice or management. Mink Brook will not generally tailor its advisory services to the individual investors or limited partners in the Funds (each an “Investor” and collectively the “Investors”) or provide Investors with the right to specify or restrict each Fund’s investment objectives or any investment or trading decisions. Accordingly, an investment in any of the Funds does not create a client-adviser relationship between such Investors and Mink Brook. Mink Brook’s investment objective in advising the Funds is to achieve a high long-term rate of return while maintaining prudent risk management. Mink Brook will invest primarily in equity securities. Each Investor is strongly encouraged to undertake appropriate due diligence of Mink Brook and the Funds prior to making an investment decision. This inquiry may include, but is not limited to, a review of the relevant Offering Documents for each Fund and the additional details about Mink Brook’s investment strategies, methods of analysis and related risks (as discussed in Item 8 of this Brochure and each Fund’s Offering Documents). In considering whether Mink Brook’s advisory services or an investment in a Fund is appropriate to the Investor’s own circumstances, such determination should be based on all relevant factors including, but not limited to, the Investor’s own investment objectives, liquidity requirements, tax situation, and risk tolerance before making an investment decision.

Additional detailed information about Mink Brook is provided below, including information about Mink Brook’s advisory services, investment approach, brokerage practices, personnel, and affiliations. Mink Brook does not participate in wrap fee programs. As of May 31, 2026, Mink Brook advises approximately $280,675,956 on a discretionary basis.

The Management Fee will be prorated for any period that is less than a full calendar quarter. Fees are deducted from Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. custodial or Prime Brokerage account(s). Mink Brook may reduce, waive, or calculate differently the Management Fee for certain Investors in Mink Brook Partners LP and Mink Brook Offshore Fund Ltd. including but not limited to, members, employees, affiliates, or relatives of Mink Brook, or for certain strategic and/or large Investors. Operating Expenses of the Funds The Funds will bear all expenses relating to their ongoing structure and operation (either directly or indirectly by reimbursing Mink Brook or the General Partner for amounts incurred by either of them on behalf of the Funds), including: the Management Fee; all investment-related costs and expenses (i.e., expenses that, in Mink Brook’s sole discretion, are related to the investment of the Funds’ assets, whether or not such investments are consummated), including commissions and charges, interest on margin accounts and other indebtedness, expenses relating to short sales, clearing and settlement charges, option premiums and custodial and service fees, research-related expenses (including research-related travel expenses) and expenses relating to consultants, attorneys, brokers or other professionals or advisors who provide research, advice or due diligence services with regard to investments; fees and expenses related to portfolio exposure and performance management systems, risk management services and software related to trade reconciliation, treasury, margin, financial and counterparty management, risk monitoring, performance reporting, valuation quotation services (e.g., Bloomberg terminals, historical and live financial data and other similar services and data feeds) and trade order management systems (including systems that facilitate trade compliance, commission management, stock locates and transaction cost analysis, and third party service providers used for implementation, custom reporting, updates, consultations, support, maintenance, monitoring and data extracts); each Fund’s legal, accounting, tax preparation and other taxrelated expenses (including preparation and mailing costs of financial statements, tax returns and other reports to Investors), auditing, consulting and other professional expenses; third-party administration costs, fees and expenses (including any costs, fees and expenses related to investor communications, relations, reporting or other investor materials, performance information, data extraction and other types of reporting and any audit or accounting services provided by a third-party administrator); compliance and

reporting expenses and expenses attributable to regulatory filings that are made with respect to the Funds or their assets (including Section 13, Section 16, Form D, Form PF, Form N-PX the Foreign Account Tax Compliance Act, anti-money laundering compliance, state security filings, general regulatory compliance and non-U.S. position reporting filings, if applicable, and any other non-U.S. filings) and all compliance costs and expenses associated with the Funds in complying with the rules related to private fund advisers under the Advisers Act; each Fund’s pro rata share of Fund-related insurance costs (including the pro rata portion of director’s and officer’s insurance, errors and omissions insurance, fidelity insurance and other similar policies covering Mink Brook, the General Partner, and/or the members of any advisory committee); any taxes (including, without limitation, any withholding taxes, transfer taxes, stamp duties and other governmental or self-regulatory agency-related charges or duties); all costs and expenses incurred in attempting to protect and enhance the value of the Funds’ investment (including any fees and expenses associated with any pending or threatened litigation, audit, investigation, administrative or other proceeding, as well as any settlement costs); fees and expenses related to any activist-related activities; fees and expenses of any independent advisory committee members and any independent Fund representative; any fees and expenses related to a Fund’s liquidation, if applicable; fees paid to proxy and securities class action advisory firms; expenses relating to the offer and sale of a Fund interest and withdrawals and transfers thereof; other reasonable expenses related to the purchase, sale, preservation or transmittal of the Funds’ assets; and any extraordinary expenses (e.g., indemnification expenses). The Funds do not have their own separate employees or offices, and do not reimburse Mink Brook for salaries or office rent. Mink Brook is responsible for all of its overhead expenses of an ordinary and recurring nature, such as rent, supplies, secretarial expenses, its direct compliance expenses, stationery, charges for furniture and fixtures, salaries, and bonuses of its employees. Organizational Expenses The Funds will generally bear all costs and expenses relating to: (i) the organization of the Funds; and (ii) the offer and sale of interests in the Funds (including government filing fees, stamp duties or other taxes, legal and accounting fees, printing and mailing expenses and any other organizational costs) (collectively, “Organizational Expenses”). To the extent that Mink Brook or the General Partner incur any Organizational Expenses payable by the Funds, Mink Brook or the General Partner will be reimbursed by the Funds for the applicable amounts unless waived by Mink Brook or the General Partner. The Funds may amortize their Organizational Expenses over a period of up to 60 months from the date each Fund commences operations, although, if deemed to be appropriate, amortization of such amounts may be accelerated as determined by the General Partner in its sole discretion.

As described in detail in the Offering Documents for Mink Brook Opportunity Fund, the General Partner will receive an Incentive Allocation from the Mink Brook Opportunity Fund in an amount equal to an annual rate of 25% of the Mink Brook Opportunity Fund’s performance. In the event that an Investor makes a partial or complete withdrawal from the Mink Brook Funds of its interests or its interests are mandatorily withdrawn at any time other than the end of a fiscal year, the General Partner will be entitled to the Incentive Allocation with respect to the withdrawn amount, calculated as though the date of such withdrawal were the last day of the fiscal year. The General Partner may, in its sole discretion, waive or modify the Incentive Allocation for Investors that are members, partners, principals, employees or affiliates of the General Partner or Mink Brook, relatives or entities of such persons, and for certain strategic and/or large Investors. In addition, the General Partner may, in its sole discretion, cause all or a portion of the Incentive Allocation otherwise allocable to it to be allocated to one or more other persons or entities. Performance-based allocation and fee arrangements may create an incentive for Mink Brook to recommend investments which may be riskier or more speculative than those which would be recommended under a different arrangement. As described herein, Mink Brook advises the Funds (and may advise other private funds or client accounts in the future), and this would, in turn, require Mink Brook to allocate investments amongst multiple client accounts. Such an allocation arrangement may also create an incentive to favor higher performance allocation or performance fee accounts over other accounts in the allocation of investment opportunities. Mink Brook has procedures designed and implemented to ensure that the Funds (and any future private fund or client accounts) are treated fairly within the limits of the investment constraints and objectives of each Fund, and to prevent this potential conflict from influencing the allocation of investment opportunities among multiple client accounts. These procedures include, to the extent orders are aggregated, that orders are average priced.

Although the Funds’ portfolios are expected to have a slight net long bias, Mink Brook expects to opportunistically sell-short securities, and may also use sell-short securities to hedge market risk. At times, Mink Brook may sell-short (i) the shares of individual issuers, in anticipation of purchasing the same security at a later date at a lower price, and (ii) ETFs of major market indexes. Mink Brook believes that a capital appreciation opportunity exists with respect to securities that are expected to become a part of large indexes and ETFs. Mink Brook believes that a systematic approach to investing in these securities can deliver superior investment returns to those of broader equity markets as this structural equity discount is realized. Similarly, Mink Brook believes that securities exiting major indexes and ETFs provide idiosyncratic downside returns, and that return can be captured by systematically short selling the securities that the Investment Manager expects to exit major indexes. Mink Brook believes that this phenomenon may provide defensive characteristics to the strategy by preserving cash capital during periods of market stress. There can be no assurance that the Funds will realize their investment objectives. Key Risk Factors The following are material risks involved in Mink Brook’s investment strategy in relation to advising the Funds. There can be no assurance that Mink Brook’s investment objective in managing the Funds will be achieved, and that the Investors in the Funds will not incur losses. The risks described below are not meant to be a comprehensive collection of all risks with which Investors in the Funds will be confronted. Each Investor in the Funds is also encouraged to consult with Mink Brook to review the specific risk parameters of, and assets that comprise, each Funds’ portfolio at any given time and from time to time. Investors should also read the Offering Documents in their entirety for a more detailed discussion of the risks of investing in the Funds and consult with their own legal, tax and accounting advisors prior to undertaking an investment in the Funds. Risk of Loss Investing in securities involves risk of loss that Investors should be prepared to bear. All investments in securities and other financial investments involve substantial risk of volatility arising from numerous factors that are beyond the control of Mink Brook, including market conditions, changing domestic or international economic or political conditions, changes in tax laws and government regulation and other factors. Nature of Investments Mink Brook has broad discretion in making investments for the Funds. Investments will generally consist of equity securities and other assets that may be affected by business, financial market or legal uncertainties.

There can be no assurance that Mink Brook will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as domestic or international economic and political developments, may significantly affect the results of the Funds’ activities and the value of its investments. In addition, the value of the Funds’ portfolio may fluctuate as the general level of interest rates fluctuate. No guarantee or representation is made that the Funds’ investment objective will be achieved. Equity-Related Instruments in General In advising the Funds, Mink Brook will invest in equity securities and equity-related instruments, including but not limited to publicly listed equity securities in the U.S. or abroad, privately offered equity securities and financial instruments that may reference a single issuer, a specific sector or a broad equity index. Equity securities represent ownership interests in their respective issuers and generally carry the most risk associated with a specific issuer’s capital structure. The price of equity securities and their related financial instruments vary for a variety of reasons, including but not limited to supply and demand of the equity securities, the actual or perceived business opportunities associated with the issuer, the current and potential future cash flow of the issuer, the issuer’s management, their ability to execute on a specific business plan, the general economic environment and the outlook for the overall economy. To the extent the Funds own an equity security or otherwise have exposure to an equity security or an equity-related financial instrument, this investment carries the risks associated with owning equities and may also carry risks associated with the form of financial instrument (e.g., options, derivative or securities-based futures contract). Any investment in equities or equity-related instruments entails a significant risk of loss. Event-Driven Strategy Risk Mink Brook’s investment strategy in advising the Funds involves, in part, investing in the securities of issuers that Mink Brook believes are likely to be added to major indexes and ETFs, and shorting the securities of issuers that Mink Brook believes are likely to be removed from such indexes and ETFs. Mink Brook may seek to purchase securities at prices below their anticipated value, or short securities above their anticipated value, following the occurrence of announced or expected events. The purchase price of such securities may be at a premium to the market price prior to the announcement. If the proposed transaction is not consummated, the market price of the security may rapidly decline and result in losses to the Funds. The number of such opportunities available varies greatly and is based on many factors beyond the control of Mink Brook. Short Sales Mink Brook’s investment strategy in advising the Funds will involve short sales. Short sales create certain potential risks that are not otherwise associated with a long only portfolio. For example, a short sale involves the risk of a theoretically unlimited increase in the market price of the particular investment sold short, which could result in an inability to cover the short position and a theoretically unlimited loss. There can be no assurance that securities necessary to cover a short position will be available for purchase, which might prevent or limit the Funds’ ability to exit the short position. There is also the risk that the securities borrowed by the Funds in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Funds may be compelled to replace borrowed securities previously sold short with purchases on

the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. Mink Brook’s inability to continue to borrow securities previously sold short on behalf of the Funds may also force the Funds to unwind other elements of an investment position, possibly at a loss. From time to time, various regulatory authorities have imposed “short-selling bans” in selected securities (often, however, a wide population of securities), making it difficult if not impossible to continue to implement certain long/short (as well as other) equity strategies. For example, the SEC adopted an “uptick rule” in 2010 and securities exchanges have also reinstated “uptick rules” — generally prohibiting short sales unless the last recorded sale price of a stock was higher than the previous transaction. Over time, rules similar to the “uptick rule” could in certain circumstances prevent the Funds from acquiring a short position which the Mink Brook would otherwise have acquired for it. Micro to Small Capitalization Companies From time to time, a significant portion of the Funds’ assets may be invested in securities of micro to small capitalization companies and, alternatively, Mink Brook may on behalf of the Funds establish significant short positions in these securities. Historically, these securities have been more volatile in price than those of larger capitalized, more established companies included in the Standard & Poor’s Composite Index of 500 stocks (the “S&P 500”) or similar. The securities of micro to small capitalization pose greater investment risks because these companies have limited product lines, distribution channels and financial and managerial resources. Further, there is often less publicly available information concerning these companies than for larger, more established businesses. The equity securities of micro to small capitalization companies are often traded over-the-counter or on regional exchanges and may not be traded in the volumes typical on a national securities exchange. Consequently, Mink Brook may on behalf of the Funds be required to dispose of these securities or cover a short position over a longer (and potentially less favorable) period of time than is required to dispose of or cover a short position with respect to the securities of larger, more established companies. Investments in companies with limited operating histories are more speculative and entail greater risk than investments in companies with an established operating record. Options The purchase or sale of an option involves the payment or receipt of a premium by the investor and the corresponding right or obligation, as the case may be, to either purchase or sell the underlying security, commodity or other instrument for a specific price at a certain time or during a certain period. Purchasing options involves the risk that the underlying instrument will not change price in the manner expected, so that the investor loses its premium. Selling options involves potentially greater risk because the investor is exposed to the extent of the actual price movement in the underlying security rather than only the premium payment received (which could result in a potentially unlimited loss). Over-the-counter options also involve counterparty solvency risk. Market Disruption Market disruption and other extraordinary events may impact the performance of the Funds’ investments. Unscheduled market closures or technology issues are all examples of market disruptions. These market disruptions may impact the markets on a particular day or over a period of time and may have a material adverse effect on the price of different investments. The risk of loss associated with these market disruptions is compounded by the fact that upon the occurrence of these events, exchanges may close

and/or market participants may be unwilling to enter into transactions, making it difficult or impossible to close out positions in extremely volatile markets. The financing available to the Funds from its banks, dealers and other counterparties is typically reduced upon the occurrence of a market disruption event and may result in substantial losses to the Funds. Hedging Transactions In advising the Funds, Mink Brook may utilize a variety of financial instruments for both risk management and general investment and speculation purposes. With respect to Mink Brook’s risk management and hedging transactions, there can be no assurances that a particular hedge is appropriate, or that a certain risk is measured properly. Further, while Mink Brook may enter into hedging transactions on behalf of the Funds in order to seek to reduce risk, such transactions may result in poorer overall performance and increased (rather than reduced) risk for the Funds than if it did not engage in any such hedging transactions. In addition, Mink Brook may choose not to enter into hedging transactions with respect to some or all of its positions in the Funds. Special Situations In advising the Funds, Mink Brook may invest in companies involved in (or the target of) acquisition attempts or tender offers or in companies involved in or undergoing work-outs, liquidations, spin-offs, reorganizations, bankruptcies or other catalytic changes or similar transactions. In any investment opportunity involving any such type of special situation, there exists the risk that the contemplated transaction either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Funds may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of transactions involving financially troubled companies in which the Funds may invest, there is a potential risk of loss by the Funds of their entire investment in such companies. Derivatives In advising the Funds, Mink Brook may invest in swaps, derivative or synthetic instruments, repurchase agreements or other over-the-counter transactions or, in certain circumstances, non-U.S. securities, the Funds may take a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organization guarantees, daily mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. It is expected that all securities and other assets deposited with custodians or brokers will be clearly identified as being assets (directly or indirectly) of the Funds, and hence the Funds should not be exposed to a credit risk with regard to such parties. However, it may not always be possible to achieve this segregation, and there may be practical or time problems associated with enforcing rights to its assets in the case of an insolvency of any such party. Use of Leverage Mink Brook may utilize leverage in advising the Funds. The use of leverage will result in the Funds controlling substantially more assets than the Funds have equity. Leverage increases a Fund’s returns if a Fund earns a greater return on investments purchased with borrowed funds than a Fund’s cost of

borrowing such funds. However, the use of leverage exposes a Fund to additional levels of risk, including (I) greater losses from investments than would otherwise have been the case had a Fund not borrowed to make the investments, (ii) margin calls or interim margin requirements which may force premature liquidations of investment positions and (iii) losses on investments where the investment fails to earn a return that equals or exceeds the Fund’s cost of borrowing such funds. In the event of a sudden, precipitous drop in value of a Fund’s assets, the Fund might not be able to liquidate assets quickly enough to repay its borrowings, further magnifying its losses. In an unsettled credit environment, Mink Brook may find it difficult or impossible to obtain leverage for the Funds. In such event, Mink Brook could find it difficult to implement the Funds’ strategy. In addition, any leverage obtained, if terminated on short notice by the lender, could result in Mink Brook being forced to unwind the Funds’ positions quickly and at prices below what Mink Brook deems to be fair value for such positions. Exchange Traded Funds Mink Brook will make investments on behalf of the Funds in the securities of ETFs in different asset classes and sectors, and in similar baskets of securities. ETF securities represent interests in (a) fixed portfolios of common stocks designed to track the price and dividend yield performance of broad-based securities indices (such as the S&P 500 or NASDAQ 100) or (ii) "baskets" of industry-specific securities. ETF securities are traded on an exchange like shares of common stock, and the value of ETF securities fluctuates in relation to changes in the value of the underlying portfolio of securities. However, the market price of ETF securities may not be equivalent to the pro rata value of the underlying portfolio of securities. ETF securities are subject to the risks of an investment in a broad-based portfolio of common stocks or to the risks of a concentrated, industry-specific investment in common stocks. Furthermore, certain ETFs in which the Funds may invest may leverage their assets, thereby significantly increasing the potential volatility of such ETFs. ETF securities are typically considered investments in registered investment companies. Non-U.S. Securities Mink Brook may invest in foreign securities in advising the Funds. Investing in securities of non-U.S. governments and companies that are generally denominated in non-U.S. currencies and utilization of options, futures and options on futures on non-U.S. securities involves certain considerations comprising both risks and opportunities not typically associated with investing in securities of the United States government or United States companies. These considerations include changes in exchange rates and exchange control regulations, political and social instability, expropriation, imposition of foreign taxes, less liquid markets and less available information than is generally the case in the United States, higher transaction costs, foreign government restrictions, less government supervision of exchanges, brokers and issuers, greater risks associated with counterparties and settlement, difficulty in enforcing contractual obligations, lack of uniform accounting and auditing standards and greater price volatility. Lack of Diversification Although Mink Brook has no investment restrictions with respect to types of securities, countries or industry sectors, the Funds’ portfolio may not be as diversified as other investment vehicles, and at times, may be relatively concentrated in a small number of positions. Accordingly, the Funds’ portfolios may be subject to more rapid change in value than would be the case if the Funds were required to maintain a wide diversification.

Portfolio Turnover The investment strategy of the Funds may require Mink Brook to actively trade the Funds’ portfolio, and as a result, turnover and brokerage commission expenses of the Funds may exceed those of other investment entities of comparable size. Counterparty Risk To the extent that Mink Brook invests in swaps, "synthetic" or derivative instruments, repurchase agreements, forward contracts, certain types of options or other customized financial instruments, or, in certain circumstances, non-U.S. securities, the Funds take the risk of non-performance by the other party to the contract. This risk may include credit risk of the counterparty and the risk of settlement default. This risk may differ materially from those entailed in exchange-traded transactions that generally are supported by guarantees of clearing organizations, daily mark-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered directly between two counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Risk Control Framework No risk control system is fail-safe, and no assurance can be given that any risk control framework employed by Mink Brook will achieve its objective. Target risk limits developed by Mink Brook may be based upon historical trading patterns, or fundamental valuation (or other) for the securities and financial instruments in which the Funds invest. No assurance can be given that such historical trading patterns will accurately predict future trading patterns or that risk control frameworks of any variety will be effective at all times. Limited Withdrawal and Transfer Rights An Investor generally will be permitted to withdraw all or any part of its capital account from a Fund only in accordance with the terms described herein. Transfers of interests from a Fund will be permitted only with the written consent of the General Partner. Accordingly, interests should only be acquired by Investors willing and able to commit their funds for an appreciable period of time. Investment and Due Diligence Process Before Mink Brook makes an investment on behalf of the Funds, Mink Brook will conduct due diligence that it deems reasonable and appropriate based on the facts and circumstances relevant for such investment. When conducting due diligence, Mink Brook may be required to evaluate important and complex business, financial, tax, accounting and legal issues, including issues with which it may not have a strong understanding of. When conducting due diligence and making an assessment regarding an investment, Mink Brook will rely on the resources reasonably available to it, which in some circumstances, whether or not known to Mink Brook at the time, may not be sufficient, accurate, complete or reliable. The due diligence process may at times be subjective and/or limited with respect to newly organized funds or companies for which only limited information is available. Due diligence may not reveal or highlight matters that could have material adverse effect on the value of an investment. Side Letters Mink Brook may enter into agreements ("Side Letters") on behalf of the Funds with certain prospective or existing Investors whereby such Investor(s) may be subject to terms and conditions that are more

advantageous than those set forth in the Offering Documents. For example, such terms and conditions may provide for special rights to make future investments in the Funds, other investment vehicles or managed accounts; special withdrawal rights, relating to frequency or notice; a reduction or rebate in Management Fees or Incentive Allocations to be paid by the Investor(s) and/or other terms; rights to receive reports from the Funds on a more frequent basis or that include information not provided to other Investors (including, without limitation, more detailed information regarding portfolio positions) and such other rights as may be negotiated by the Funds and such Investor(s). The modifications are solely at the discretion of the General Partner and may, among other things, be based on the size of the Investors investment in a Fund(s) or affiliated investment entity, an agreement by a Investor to maintain such investment in a Fund for a significant period of time or other similar commitment by an Investor to a Fund, or may be granted to founding Investors. Incentive Allocation The allocation of a percentage of the Funds’ net profits to the General Partner from the Investors may create an incentive for the Investment Manager, an affiliate of the General Partner, to cause the Funds to make investments that are riskier or more speculative than would be the case if this allocation were not made. Since the allocation is calculated on a basis that includes unrealized appreciation of assets, such allocation may be greater than if it were based solely on realized gains. In addition, in the event that an Investor makes a complete or partial withdrawal from its capital account, or is required to retire at any time other than at the end of a fiscal year, the Incentive Allocation may be computed and charged to such Investor as though the date of such Investors withdrawal of capital or retirement was the last day of a fiscal year. This may result in an Investor being charged an Incentive Allocation during the year even though the Investors do not have net profits based on the entire year’s performance (i.e., due to losses that occur after the withdrawal). Unrelated Business Taxable Income for Certain Tax-Exempt Investors Pension and profit-sharing plans, Keogh plans, individual retirement accounts and other tax-exempt investors may realize “unrelated business taxable income” as a result of an investment in the Funds since the Funds may employ leverage. Any tax-exempt investor should consult their own tax adviser with respect to the effect of an investment in the Funds on its own tax situation. Reliance on the Managing Member The Funds rely heavily on the services of the Principal. The Principal is responsible for all of the major decisions affecting the Funds. Should Mr. Mueller die, be incapacitated or, for some other reason, be unable or unwilling to effectively manage the affairs of Mink Brook, the business and results of the operations of the Funds may be adversely affected. Strategic Investor The Managing Member has entered into a strategic relationship agreement with a Strategic Investor, whereby the Strategic Investor has made an anchor investment in the Funds in exchange for an equity interest in each of the Investment Manager, the general partner of the Investment Manager and the General Partner. The Strategic Investor will indirectly share in a portion of the Incentive Allocation and the Management Fee, and has been granted certain rights in the Funds, including preferential information rights with respect to the Funds’ portfolio, and as a result may face conflicts of interest with respect to its activities involving the Funds. While the Strategic Investor has agreed to lock-up its investment for an appreciable period of time, in the event that, in the future, the Strategic Investor was to make a substantial withdrawal from the Funds, such

event may have an adverse effect on the Funds or the Investors, and may cause the Funds to liquidate assets at unfavorable prices. Furthermore, because the Strategic Investor’s investment in the Funds constitutes a significant portion of the Funds’ net asset value, any withdrawal by the Strategic Investor may make it more difficult for the Funds to generate returns (since it will be operating on a smaller asset base, and would likely have a higher expense ratio). Cybersecurity Risk The information and technology systems of Mink Brook and of key service providers to the Funds may be vulnerable to potential damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes. Although Mink Brook and the service providers have each implemented various measures designed to manage risks relating to these types of events, if these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for Mink Brook or a service provider to make a significant investment to fix or replace them and to seek to remedy the effect of such issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Funds and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information relating to investors (and the beneficial owners of investors). Such a failure could harm Mink Brook’s and/or the Funds’ reputation, subject any such entity and its respective affiliates to legal claims and otherwise affect their business and financial performance. Business and Regulatory Risks of Hedge Funds The regulatory environment for hedge funds is evolving, and changes in the regulation of hedge funds may adversely affect the value of investments held by the Funds and the ability of the Funds to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. Regulators and selfregulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on the Funds could be substantial and adverse.

Personal Trading The Code provides that access persons must obtain preapproval from the CCO prior to buying or selling single name publicly traded securities (or derivatives thereof) for their own accounts or accounts that the access person controls or in which the access person may be deemed to have beneficial ownership (such as an account of a spouse or minor child). Access persons are permitted to buy and sell private securities (such as investments in hedge funds, private equity funds and private companies) with preapproval. Personal trades in mutual funds, index funds and ETFs generally will not require preapproval. Access persons are also permitted to invest in U.S. and non-U.S. government issued obligations without preapproval. In addition, Mink Brook may permit access persons to maintain accounts that are managed on a discretionary basis by a third party if the access person has no direct or indirect influence or control over the investments for the account. Mink Brook believes that these policies put client interests first and will mitigate inherent conflicts of interest with access persons trading for their personal accounts or accounts that the access person controls or in which the access person may be deemed to have beneficial ownership. Exceptions to the personal trading policy are handled on a case-by-case basis. However, Mink Brook will maintain a restricted list, and personal trading requests to trade in securities on Mink Brook’s restricted list will be denied. Gifts and Entertainment, Political Activities and Outside Activities The Code provides that gifts and entertainment must be reasonable in light of industry practices and should never be given or received if the purpose is to influence the recipient. Mink Brook requires access persons to report or receive approval for the receipt or giving of gifts and entertainment under certain circumstances. The Code also generally requires access persons to obtain prior approval before the access person, a spouse or certain other immediate family members, makes a political contribution or engages in certain campaign-related fundraising activities. This policy is intended to prevent scenarios whereby an access

person may make a contribution or engage in an activity for the selection of Mink Brook as an investment adviser for a governmental entity. Finally, the Code provides that, without prior approval, access persons are generally not permitted to engage in certain types of outside business activities. This policy is intended to prevent material conflicts of interest that could arise from an access person’s personal activities. Additional Considerations From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment and other activities, partners and personnel in connection with client transactions. Mink Brook has established written policies and procedures, which contain procedures to monitor and resolve conflicts and will endeavor to resolve conflicts in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. Further, the Code includes policies and procedures designed to prevent insider trading and facilitate the protection of material, non-public information, including non-public information about the activities of Funds. Mink Brook’s Code of Ethics is available to clients upon request.

It is not Mink Brook’s practice to negotiate “execution only” commission rates, thus the Clients may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. Mink Brook may, from time to time, speak at conferences and programs for investors interested in investing in hedge funds which are sponsored by prime brokers. These conferences and programs may be a means by which Mink Brook can be introduced to potential investors or clients. Prime brokers normally are not compensated for providing such "capital introduction" opportunities. In addition, Prime Brokers or custodians may provide financing and other services to the clients. Mink Brook may place portfolio transactions for the Funds with such firms, if Mink Brook determines that it is otherwise consistent with seeking best execution. In no event will Mink Brook select a broker-dealer as a means of remuneration for recommending Mink Brook or the Funds or affording Mink Brook with the opportunity to participate in capital introduction programs.

Research and Other Soft Dollar Benefits Mink Brook may use "soft dollars" generated through brokerage transactions for research and brokerage and research-related products and services. Usage of soft dollars will fall within the safe harbor provided under Section 28(e). Mink Brook will evaluate the execution of broker-dealers on an ongoing basis as they are used and periodically conduct a review of the execution performance of broker-dealers executing its clients’ transactions to make a good faith determination that the value of research and brokerage services received is reasonable in relation to the amount of commissions paid. Research services within Section 28(e) for which Mink Brook may use soft dollars can include, without limitation, access to research reports (including market research); certain financial newsletters and trade journals; software providing analysis of securities portfolios; corporate governance research and rating services; attendance at certain seminars and conferences; discussions with research analysts; meetings with corporate executives; consultants’ advice on portfolio strategy; data services (including services providing market data, company financial data and economic data); advice from brokers on order execution and certain proxy services. Brokerage services within Section 28(e)’s safe harbor for which Mink Brook uses soft dollars can include: services related to the execution, clearing and settlement of securities transactions and functions incidental thereto. These services may include, among other things, order management systems, electronic trading platforms, trade analytics, and data and analytics services used in connection with trading and investment decision-making. Trade Order Aggregation Mink Brook may aggregate purchase and sale orders of investments held by Funds with similar orders being made simultaneously for other accounts if, in Mink Brook’s reasonable judgment, such aggregation is reasonably likely to result in an overall economic benefit to such Fund based on an evaluation that the Fund will be benefited by relatively better purchase or sale prices, lower commission expenses or beneficial timing of transactions, or a combination of these and other factors. In many instances, the purchase or sale of investments for a Fund will be effected simultaneously with the purchase or sale of like investments for another Fund(s). Such transactions may be made at slightly different prices, due to the volume of investments purchased or sold. In such event, the average price of all investments purchased or sold in such transactions may be determined, in Mink Brook’s sole discretion, and the Fund(s) may be charged or credited, as the case may be, with the average transaction price. Allocation of Trades Mink Brook may at times determine that certain investments will be suitable for acquisition by multiple Funds. If that occurs, and Mink Brook is not able to acquire the desired aggregate amount of such securities on terms and conditions which Mink Brook deems advisable, Mink Brook will endeavour in good faith to allocate the limited amount of such securities acquired among the various Funds for which Mink Brook considers them to be suitable on a pro rata basis. Pursuant to Mink Brook’s policy related to the allocation of trades, Mink Brook may deviate from allocating the trades on a pro rata basis in certain instances, including, but not limited to, (i) when securities can only be traded in particular lot sizes, (ii) different broker arrangements between the Funds, (iii) the extent to which a position in such securities is consistent with the investment policies and strategies of the various Funds involved, and (iv) cash flows and liquidity.

Trade Errors Pursuant to the exculpation and indemnification provided by the Funds to Mink Brook and its affiliates and personnel, Mink Brook and its affiliates and personnel will generally not be liable to the Funds for any act or omission, absent bad faith, gross negligence, willful misconduct or actual fraud of such person, and the Funds will generally be required to indemnify such persons against any losses they may incur by reason of any act or omission related to the Funds, absent bad faith, gross negligence, willful misconduct or actual fraud of such person. As a result of these provisions, the Funds (and not Mink Brook) will benefit from any gains resulting from trade errors and other errors and will be responsible for any losses (including additional trading costs) resulting from trade errors and other errors, absent bad faith, gross negligence, willful misconduct or actual fraud of the relevant person. Mink Brook will not offset any such gains and losses resulting from trade errors and other errors unless the underlying transactions constitute a single transaction or closely related series of transactions.

While Mink Brook is subject to the Custody Rule, it is not required to comply (or is deemed to have complied) with certain requirements of the Custody Rule with respect to each Fund because it complies with the “Pooled Vehicle Annual Audit Exception,” which, among other things, requires that each Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board (“PCAOB”), and requires that each Fund distribute its audited financial statements, prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), to all investors within 120 days of the end of such Fund’s fiscal year. Investors should carefully review the audited financial statements of the Funds upon receipt.

Mink Brook will vote proxies as it deems necessary or appropriate, on a case-by-case basis. Prior to voting, Mink Brook will determine whether the conflict is material to the vote and will either resolve the conflict or refer the proxy vote to an outside service for its independent consideration. In limited circumstances, Mink Brook may refrain from voting proxies where Mink Brook believes that voting would not be in the best interest of the Funds, taking into consideration the cost of voting the proxies and the anticipated benefit to the Funds. If you have any questions about Mink Brook’s proxy policy, its proxy record-keeping procedures or if you would like any further information about how proxies are voted, please contact the CCO.