Riposte Capital LLC: investment adviser

Currently, its clients are: (i) Riposte Global Opportunity Fund, LP, a Delaware limited partnership (the “Onshore Fund”), Riposte Global Opportunity Fund, Ltd, a Cayman Islands exempted company (the “Offshore Fund”), and Riposte Global Opportunity Master Fund, LP, a Cayman Islands exempted limited partnership (the “Master Fund”) and collectively with the Onshore Fund and the Offshore Fund, the “Funds” and each a “Fund”)1, (ii) a private fund for which the Adviser serves as a sub-adviser (the “Sub-Advised Fund”) and (ii) a subaccount of a UCITs fund for which the Adviser serve as a sub-adviser (the “UCITs Fund”). The Funds, the Sub-Advised Fund and the UCITs Fund are collectively referred to as “Clients” and each a “Client”). Riposte may also provide investment advice to additional private funds or separately managed account clients in the future. There are no limits on the type of advice Riposte may provide, however, each constituent document of its Clients may limit the type of investing in which Riposte may engage. Investors in the Onshore Fund and the Offshore Fund are hereinafter collectively referred to as the “Investors” where appropriate. It should be noted that an affiliate of the Adviser, Riposte GP, LLC (the “General Partner”), serves as the general partner to the Onshore Fund and the Master Fund. Riposte implements a bottom-up investment approach focused on operating and asset-specific data across primarily five core sectors: energy, transportation, industrials, real estate, financials and consumer. The process is defined by a strict risk/reward analysis whereby every assumption is underwritten independently and rigorously to construct a concentrated long/short global equity portfolio. The investment strategies which Riposte employs primarily trade U.S and non-U.S. equity and equity-related securities, swaps, futures and derivatives. Riposte may also invest a portion of net assets, for both investment and hedging purposes, in non-equity securities and related derivatives which may include, but are not limited to, single name and index credit default swaps, bonds and other fixed income securities, interest rate swaps and swaptions. C. Riposte does not tailor its advisory services to any of the Funds, rather, Riposte may implement the trading strategy set forth in the Funds’ constituent documents. Each of the Sub-Advised Fund and the UCITs Fund have investment parameters and restrictions set forth in each of their constituent documents. Generally, only separately managed account clients may tailor the advisory services Riposte provides and/or impose restrictions on the type of investing in which Riposte can engage. D. Riposte does not currently participate in any Wrap Fee Programs. E. Riposte has discretionary regulatory assets under management (“RAUM”) totaling approximately

1 The Onshore Fund and the Offshore Fund are feeder funds that invest through the Master Fund.

$496,646,085 as of December 31, 2025, Riposte does not manage assets on a non-discretionary basis. RAUM is defined by the SEC in the instructions to Form ADV, and RAUM is calculated in accordance with the requirements prescribed by the SEC.

The current performance allocation rate is 20% per annum, as set forth in the Funds’ offering documentation. The General Partner may waive or reduce the performance allocation with respect to any Investor on a case-by-case basis, in its sole discretion. See Item 6: Performance-Based Fees and Side-By-Side Management, for more details. For the UCITs and Sub-Advised Fund, the Adviser generally charges a management fee and an incentive allocation. The specific terms are set forth in the governing documents of each fund or account. The Adviser’s management fees are negotiable on a case-by-case basis. Some [or all] of the Clients are subject to performance-based compensation obligations as well, See Item 6 Performance-Based Fees and Side-By-Side Management. B. The Adviser deducts management fees from Investors’ capital accounts in the Funds directly. The Adviser is paid management fees from the Sub-Advised Fund and the UCITs Fund by their agents. C. Expenses The Adviser bears all of its own overhead expenses of an ordinary and recurring nature incurred in connection with the investment and other management services that it provides for its Clients, such as rent, supplies, secretarial expenses, stationery, charges for furniture and fixtures, employee insurance, payroll taxes and compensation of employees. The Funds. All operating expenses of the Funds will be paid by the Funds and include: (i) all organizational costs; (ii) all operating expenses of the Funds such as Management Fees, tax preparation fees, governmental fees and taxes, accountant, administrator fees, insurance (including liability insurance and other coverage for the benefit of the Funds, the General Partner, the Adviser and their personnel), communications with Investors, research and related expenses (including research-related travel expenses), expenses associated with regulatory filings that relate to the Funds and ongoing legal, compliance, accounting, auditing, bookkeeping, consulting and other professional fees and expenses, and infrastructure provider fees and expenses; (iii) all Funds’ trading costs and expenses (e.g., brokerage commissions, margin interest, expenses related to short sales, custodial fees and clearing and settlement charges) and expenses associated with market data services and communication systems, brokerage services and order management systems expenses; (iv) all fees in connection with proxy contests or to protect or preserve any investment held by the Funds, as determined in good faith by the General Partner; (v) the Funds' pro rata share of the operating expenses of the applicable master fund (including advisory committee fees and expenses); and (vi) all fees

and other expenses incurred in connection with the investigation, prosecution or defense of any claims by or against the Funds. Expenses that are incurred jointly for Funds are generally allocated among those Funds pro rata based on assets under management or in such other manner that the Adviser considers fair and reasonable. Other than as set forth above, the Adviser and any affiliates retained by it will be reimbursed for out-ofpocket expenses incurred on behalf of the Funds. Such reimbursable expenses shall not include any expense attributable to their provision of office personnel and space required for the performance of their services. Information regarding the expenses associated with the UCITS and Sub-Advised fund, including but not limited to administrative expenses, and other operating costs, is set forth in the applicable governing documents.. The Adviser will bear the portion of an expense attributable to Clients for whom it is not permitted to charge such expense. All Clients will bear brokerage and other transactions costs incurred in connection with the trading of their accounts. See Section 12, Brokerage Practices. D. Management fees for the Sub-Advised Fund and Funds are payable in advance and for the UCITS Fund calculated daily and payable quarterly in arrears and will be prorated based on the number of days in the period and rebated with respect to any partial periods. The Adviser, in its sole discretion, may waive by rebate or otherwise, all or part of the Management Fee for any Client or investor in the Funds. E. Neither the Adviser nor any of its supervised persons accepts compensation for the sale of securities or other investment products.

Additionally, the General Partner’s right to receive performance-based compensation could create an incentive for the Adviser (or its affiliate) to cause a Client that is subject to performance-based compensation to make investments that are riskier or more speculative than would be the case if the General Partner did not receive such compensation. In order to mitigate these conflicts of interest, the Adviser has an allocation policy that is designed to treat all Clients fairly and equitably and in a manner consistent with the Adviser’s fiduciary obligations. Performance-based compensation is generally accrued monthly and paid annually (or upon a withdrawal by an Investor from a Fund or upon termination of Adviser’s relationship with the applicable Client). Additional potential conflicts of interest present with respect to performance-based compensation in that the Adviser and its related persons (i.e. the General Partner) may have the incentive to make investments that are riskier or more speculative than they would make in the absence of performance-based compensation. However, Riposte understands that as a fiduciary it must act in the best interest of all of its Clients.

The General Partner, in its sole and absolute discretion, may elect to reduce, waive or calculate differently the performance-based compensation with respect to any investor including without limitation, affiliates or employees of the General Partner or the Adviser, members of immediate families of such persons and trusts or other entities for their benefit, among others.

When considering investment opportunities, the Adviser will capitalize on data sourced from its network which will be evaluated in conjunction with industry specific due diligence and in-depth research and analysis. The Adviser intends to construct a diversified portfolio of high conviction long securities that significantly outperform a partly offsetting selection of securities sold short. The Adviser will focus primarily on midcap companies in developed markets (i.e. US$1-$10 billion market capitalization) where the Adviser believes the largest amount of inefficiencies exist. The Adviser’s process will be complimented by real time information flow on trends and data points in the industries mentioned above. B. Material Risks Relating to Investment Strategies Accuracy of Public Information. The Adviser selects investments for Clients, in part, on the basis of information and data filed by issuers with various government regulators or made directly available to the Adviser by the issuers or through sources other than the issuers. Although the Adviser evaluates all such information and data and, when the Adviser considers it is appropriate and when it is reasonably available, seeks independent corroboration, the Adviser is not in a position to confirm the completeness, genuineness or accuracy of such information and data, and in some cases, complete and accurate information is not available. Investments may not perform as expected if information is inaccurate.

Equity Securities. The Adviser will trade in equity securities. The value of equity securities may fluctuate in response to specific situations for each company, industry market conditions and general economic environment. A Client may acquire long and short positions in listed and unlisted common equities, preferred equities and convertible securities of issuers domiciled in developed or in emerging countries. A Client may invest in equity securities regardless of market capitalization, including micro- and small-cap companies. The securities of smaller companies may involve more risk and their prices may be subject to more volatility. A Client may also invest in distressed equity securities, which are generally considered to be riskier, speculative and relatively illiquid. Options. The Adviser may engage from time to time in various types of options transactions. An option gives the purchaser the right, but not the obligation, upon exercise of the option, either (i) to buy or sell a specific amount of the underlying security at a specific price (the “strike” price or “exercise” price), or (ii) in the case of a stock index option, to receive a specified cash settlement. To purchase an option, the purchaser must pay a “premium,” which consists of a single, nonrefundable payment. Unless the price of the securities underlying the option changes and it becomes profitable to exercise or offset the option before it expires, a Client may lose the entire amount of the premium. The purchaser of an option runs the risk of losing the entire investment. Thus, a Client may incur significant losses in a relatively short period of time. The ability to trade in or exercise options also may be restricted in the event that trading in the underlying securities interest becomes restricted. Options trading may also be illiquid in the event that Client assets are invested in contracts with extended expirations. A Client may purchase and write put and call options on specific securities, on stock indexes or on other financial instruments and, to close out its positions in options, may make a closing purchase transaction or closing sale transaction. In theory, the exposure to loss is potentially unlimited in the case of an uncovered call writer (i.e. a call writer who does not have and maintain during the term of the call an equivalent long position in the stock or other security underlying the call), but in practice the loss is limited by the term of existence of the call. The risk for a writer of an uncovered put option (i.e., a put option written by a writer that does not have and maintain an offsetting short position in the underlying stock or other security) is that the price of the underlying security may fall below the exercise price. Hedging Transactions. Adviser may utilize a variety of financial instruments such as derivatives, options, swaps, and forward contracts, both for investment purposes and for risk management purposes. Hedging also involves special risks including the possible default by the other party to the transaction, illiquidity and, to the extent Adviser’s assessment of certain market movements is incorrect, the risk that the use of hedging could result in losses greater than if hedging had not been used. A Client will be subject to the risk of the failure or default of any counterparty to its transactions. If there is a failure or default by the counterparty to such a transaction, a Client will have contractual remedies pursuant to the agreements related to the transaction (which may or may not be meaningful depending on the financial position of the defaulting counterparty). Adviser may seek to minimize counterparty risk through the selection of financial institutions and types of transactions employed. However, a Client’s operational mechanisms may involve counterparty and other risk elements that may create unforeseen exposures. Futures. Adviser may, from time to time, engage in futures transactions for investment and for hedging purposes. Futures are standardized exchange-traded contracts which obligate a purchaser to take delivery and a seller to make delivery of a specific amount of an asset at a specified future date at a specified price. No price will be paid upon initiation of a futures contract. Rather, a Client will be required to deposit margin equal to a percentage of the contract value. A Client will then receive or pay maintenance margin based on the gains or losses experienced on an on-going basis. Futures therefore involve substantial leverage. As a result, a Client can suffer losses that significantly exceed the amount deposited with the prime brokers. Futures positions may be illiquid because, for example, most US commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as a “daily price fluctuation limits” or “daily limits”. Once the price of a contract for a particular future has increased

or decreased by an amount equal to the daily limit, positions in the futures can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. Futures contract prices in various commodities occasionally have moved the daily limit for several days with little or no trading. Similar occurrences could prevent Adviser from promptly liquidating unfavorable positions and subject a Client to substantial losses. In addition, Adviser may not be able to execute futures contract trades at favorable prices if trading volume is low. It is also possible that an exchange or the CFTC may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract or order trading in a particular contract be conducted for liquidation only. Position Limits. “Position limits” imposed by various regulators may also limit the Adviser’s ability to effect desired trades. Position limits are the maximum amounts of gross, net long or net short positions that any one person or entity may own or control in a particular financial instrument. For example, in the United States, the CFTC, a federal agency, has interpreted Dodd-Frank to require the CFTC to impose limits on the size of positions that can be held by market participants in futures contracts and OTC derivatives on certain physical commodities. The final position limits rules, which the CFTC adopted in October 2020, became effective in March 2021 and are in the process of being phased in. While the ultimate effect of the CFTC’s final position limit rules are not yet known, these limits will likely restrict the ability of many market participants, including the Adviser, to trade in the commodities markets to the same extent as they have in the past, including affecting their ability to enter into or maintain hedge positions in the applicable commodity or futures contracts. These rules and various other legislative and regulatory requirements may, among other things, reduce liquidity, increase market volatility, and increase costs in these markets. All positions owned or controlled by the same person or entity, even if in different accounts, may be aggregated for purposes of determining whether the applicable position limits have been exceeded. Thus, even if a Client does not intend to exceed applicable position limits, it is possible that different accounts managed by the Adviser may be aggregated. To the extent that a Client’s position limits were collapsed with an affiliate’s position limits, the effect on a Client and resulting restriction on its investment activities may be significant. If at any time positions managed by the Adviser were to exceed applicable position limits, the Adviser would be required to liquidate positions, which might include positions of the Client, to the extent necessary to come within those limits. Further, to avoid exceeding the position limits, Client might have to forego or modify certain of its contemplated trades. Forward Trading. An investment program may include forward contracts, including currency forwards. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward and “cash” trading is substantially unregulated; there is no limitation on daily price movements and speculative position limits are not applicable. The principals who deal in the forward markets are not required to continue to make markets in the currencies or commodities they trade and these markets can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain participants in these markets have refused to quote prices for certain currencies or commodities or have quoted prices with an unusually wide spread between the price at which they were prepared to buy and that at which they were prepared to sell. Disruptions can occur in any market due to unusually high trading volume, political intervention or other factors. The imposition of controls by governmental authorities might also limit such forward (and futures) trading to less than that which the Adviser would otherwise recommend, to the possible detriment of a Client. In respect of such trading, a Client would be subject to the risk of counterparty failure or the inability or refusal by a counterparty to perform with respect to such contracts. Market illiquidity or disruption could result in substantial losses to a Client. Short Selling and Leverage. As discussed herein, an investment program will include such investment techniques as short selling and leverage which practices can, in certain circumstances, maximize the adverse impact to which a Client’s investments may be subject.

Short Selling. The Adviser may sell short securities of an issuer in the expectation of covering the short sale with securities purchased in the open market at a price lower than that received in the short sale. Adviser may adjust a Client’s net exposure as it determines to be appropriate in light of market condition. The Adviser may apply short positions to seek to take advantage of deteriorating fundamentals at the individual security level but may also apply short positions as a hedging technique where the shorts are paired with more fundamentally attractive, historically correlated, long positions. The Adviser may also periodically hedge each Client long portfolio through short selling sector, industry, and market ETFs, or through the use of several smaller “basket” positions that, in aggregate, the Adviser believes, would theoretically hedge individual long positions or long industry or sector exposure. The Adviser will generally select both long and short positions in order to seek to minimize general trends affecting the broader equity markets. If the price of the issuer’s securities declines, a Client may then cover the short position with securities purchased in the market. The profit realized on a short sale will be the difference between the price received in the sale and the cost of the securities purchased to cover the sale. The possible losses from selling short a security differ from losses that could be incurred from a cash investment in the security; the former may be unlimited, whereas the latter can only equal the total amount of the cash investment. Short selling activities are also subject to restrictions imposed by the federal securities laws and the various national and regional securities exchanges, which restrictions could limit a Client’s investment activities. There can be no assurance that securities necessary to cover a short position will be available for purchase. Leverage. The Adviser will be authorized to borrow in order to enhance its investment leverage, and there are or may be no restrictions on a Client’s borrowing capacity other than limitations imposed by lenders and any applicable credit regulations. The amount of leverage utilized by the a Client will vary depending on the strategy employed. Loans with respect to a Client generally may be obtained from securities brokers and dealers or from other financial institutions; such loans will be secured by securities or other capital of a Client, as the case may be, pledged to such brokers or financial institutions. Indirect forms of leverage include leverage via short sales or derivative instruments such as options techniques, which have embedded leverage features. Leverage creates an opportunity for greater yield and total return, but at the same time increases exposure to capital risk and higher current expenses. If loans to a Client are collateralized with portfolio securities that decrease in value, a Client may be obligated to provide additional collateral to the lender in the form of cash or securities to avoid liquidation of the pledged securities. Any such liquidation could result in substantial losses. Moreover, counterparties of a Client, in their sole discretion, may change the leverage limits that they extend to a Client. Bonds and Other Fixed Income Securities. The Adviser may invest in bonds and other fixed income securities and may take short positions in these securities. A Client will invest in these securities when the Adviser determines they offer opportunities for capital appreciation (or capital depreciation in the case of short positions) and may also invest in these securities for temporary defensive purposes and to maintain liquidity. Fixed income securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations; U.S. Government securities or debt securities issued or guaranteed by a non-U.S. government; municipal securities; and mortgage backed and asset backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk). Risks of Derivatives. The Adviser may trade derivatives. The risks posed by derivatives include: (i) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial

obligations); (ii) market risks (adverse movements in the price of a financial asset or commodity); (iii) legal risks (an action by a court or by a regulatory or legislative body that could invalidate a financial contract); (iv) operations risks (inadequate controls, deficient procedures, human error, system failure or fraud); (v) documentation risks (exposure to losses resulting from inadequate documentation); (vi) liquidity risks (exposure to losses created by the inability to prematurely terminate a derivative); (vii) system risks (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (viii) concentration risks (exposure to losses from concentration of closely-related risks such as exposure to a particular industry or exposure linked to a particular entity); and (ix) settlement risks (the risk that the Master Fund faces when it has performed its obligations under a contract but has not yet received value from its counterparty). Use of derivatives and other techniques such as short sales for hedging purposes involves certain additional risks, including (i) dependence on the ability to predict movements in the price of the financial instruments hedged; (ii) imperfect correlation between movements in the financial instruments on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of a portfolio’s assets segregated to cover its obligations. In addition, by hedging a particular position, any potential gain from an increase in value of such position may be limited. Transactions in uncleared OTC derivatives may involve other risks as well, as there is no exchange market on which to close out an open position. There can be no guarantee that that it will be possible, or economically practical, to liquidate an existing position, to assess the value of a position or to assess such position’s exposure to risk. Notwithstanding the requirement to post margin for certain derivatives and the regulatory constraints that may restrict the nominal amount of instruments that a Client may trade, a Client may employ leverage. As a result, a relatively small movement in the price of a contract may result in a loss that is high in proportion to the amount of margin and may result in unquantifiable further losses exceeding any margin deposited, including losses that may equal or exceed a Client’s net asset value. Further, when used for hedging purposes, there may be an imperfect correlation between these instruments and the investments or market sectors being hedged. Swaps. The Adviser intends to enter into swap agreements (including total return and foreign exchange swaps) and other types of OTC transactions with broker-dealers or other financial institutions. Depending on their structures, swap agreements may increase or decrease a Client’s exposure to various securities, commodities, indices, currencies or other investments or units of measure. The values of a Client’s swap positions would increase or decrease depending on the changes in value of the underlying asset. Total return swaps typically involve commitments to pay interest in exchange for a market-linked return, both based on notional amounts. Depending on the change in the value or level of the underlying instrument, basket of instruments, or index, a Client will either receive or make a payment based on the amount of the change. To the extent the total return of the instrument, basket of instruments, or index underlying the transaction exceeds or falls short of the offsetting interest rate obligation, a Client will receive a payment from or make a payment to the counterparty, respectively. The use of swaps involves investment techniques and risks different from and potentially greater than those associated with ordinary securities transactions. Swaps involve the risk that the price of the swap used by a Client to calculate net asset value does not accurately reflect its fair market value, which could have a favorable or unfavorable effect on the net asset value of a Client. Some swaps are complex and, in the case of bilateral (uncleared) swaps, may be valued based on quotations given by a Client’s swap counterparty, who has adverse interests to a Client with respect to the value of the swap. In certain cases related to bilateral (uncleared) swaps, a Client’s swap counterparty may be the only source of value quotations for a swap, while in other cases, multiple quotes may be available. There are also different methodologies that may be used to determine the value of a credit default swap and credit default swap spreads may be wide. As a

result of the foregoing factors, a Client may not be able to close out swaps at the price used by a Client to calculate its net asset value. Also, under certain circumstances related to bilateral (uncleared) swaps, if a swap counterparty undervalues a Client’s interest in a swap, it could require a Client to transfer greater amounts of collateral to the counterparty than if the swap was valued at fair market value. Because the master and credit support agreements for bilateral (uncleared) OTC swap transactions are individually negotiated with a specific counterparty, there exists the risk that the parties may interpret contractual terms (e.g., the definition of default) differently when a Client seeks to enforce its contractual rights. If that occurs, a Client may be forced to seek to enforce its contractual rights through legal proceedings, which may be costly and time consuming. There is currently little case law characterizing total rate of return swaps and other derivatives, interpreting their provisions and characterizing their tax treatment. There can be no assurance that future decisions construing similar provisions to those in many of a Client’s swap agreements or other related documents or additional regulations and laws governing such derivatives will not have a material adverse effect on a Client. Commodities. Trading commodities and commodity interests (e.g., futures contracts on commodities, securities indices or currencies) is highly speculative and may entail risks that are greater than the risks associated with investing in equity securities. Prices of commodity interests are generally more volatile than prices of equity securities and such volatility is expected to reoccur in the future. Because of the low margin deposits typically required in commodity contract trading, a relatively small movement in the market price of a commodity contract may result in a disproportionately large profit or loss to a Client. Market movements can be volatile and are difficult to predict. Weather, inflation, trade policies, geopolitical events and other unforeseen events can also have a significant impact upon commodity prices. A variety of possible actions by various government agencies also can inhibit profitability or can result in losses. Such events could result in large market movements and volatile market conditions and create the risk of significant losses for a Client. Infrastructure Risks. There are certain risks associated with the ownership of infrastructure and infrastructure-related assets in general, including: the burdens of ownership of infrastructure; local, national and international economic conditions; the supply and demand for services from and access to infrastructure; the financial condition of users and suppliers of infrastructure assets; changes in interest rates and the availability of funds which may render the purchase, sale or refinancing of infrastructure assets difficult or impractical; changes in environmental and planning laws and regulations, and other governmental rules; environmental claims arising in respect of infrastructure acquired with undisclosed or unknown environmental problems or as to which inadequate reserves have been established; changes in energy prices; changes in fiscal and monetary policies; negative economic developments that depress travel; uninsured casualties; force majeure acts, terrorist events, under-insured or uninsurable losses; and other factors which are beyond the reasonable control of a Client. Many of these factors could cause fluctuations in usage, expenses and revenues, causing the value of a Client’s investments to decline and negatively affecting a Client’s returns. Although companies may maintain insurance to protect against certain risks, where available on reasonable commercial terms (such as business interruption insurance that is intended to offset loss of revenues during an operational interruption), such insurance is subject to customary deductibles and coverage limits and may not be sufficient to recoup all of a company’s losses. Furthermore, once infrastructure assets become operational, they may face competition from other infrastructure assets in the vicinity of the assets they operate, the presence of which depends in part on governmental plans and policies. Risks of Investing in the Transportation Sector. The transportation industry is highly competitive and cyclical in nature. There is no guarantee that a Client will be able to locate suitable investment opportunities:

Shipping Industry. The maritime shipping industry is both cyclical and volatile in terms of charter rates and profitability. A worsening of the current global economic conditions may adversely affect a Client’s investments or the ability of a Client to sell such shipping-related assets. Fluctuations in charter rates and vessel values result from changes in the supply and demand for vessel capacity and changes in the supply and demand for the products that such vessels carry. The factors affecting the supply and demand for vessels are outside of the Adviser’s control, and the nature, timing and degree of changes in industry conditions are unpredictable. Automotive Industry. The automotive industry can be significantly affected by labor relations and fluctuating component prices. While most of the major automotive manufacturers are large companies, certain others may be non-diversified in both product line and customer base and may be more vulnerable to certain events that may negatively impact the automotive industry. Aviation Industry. Airline business and results of operations are significantly impacted by general economic and industry conditions. The airline industry is highly cyclical, and the level of demand for air travel is correlated to the strength of the U.S. and global economies. Robust demand for air transportation services depends on favorable economic conditions, including the strength of the domestic and foreign economies, low unemployment levels, strong consumer confidence levels and the availability of consumer and business credit. In addition, airlines are subject to extensive regulatory oversight, and compliance with U.S. and international regulations imposes significant costs and may have adverse effects on an airline. Railcar Industry. Sales of railcars and related products have increased in recent years, but these improvements may or may not continue. Reductions in oil prices may result in reduced demand for U.S. oil, and thus drive down demand for railcars that service the crude oil industry. The use of railcars as a significant mode of transporting freight could decline over time in favor of other more economic modes of transportation, and operations could be adversely affected by changes in the preferred method to ship products. Further, fluctuations in the supply of components and raw materials necessary to manufacture railcars, which are often only available from a limited number of suppliers, could cause production delays or reductions in the number of railcars that can be manufactured. Additionally, the nature of the railcar industry exposes it to potential claims for and litigation related to personal injury and property damage, environmental claims and various other matters. Cyclicality Risks. The transportation sector has historically experienced cyclical fluctuations in demand and financial results due to economic recession, downturns in the business cycles of transportation asset consumers, changes in rates charged by transportation providers, interest rate fluctuations, inflation, and other regional and global economic factors. Although macro-economic risk affects most industries, the transportation industry is particularly susceptible to changes in economic and market conditions as transportation relies on the strength of customers’ businesses and the level of confidence customers have about future market conditions. Overall demand for transportation services have declined in past economic downturns and may decline in the future. Catastrophe Risks. Companies operating in the transportation sector may experience disruptions and delays in their operations, and their transportation assets may be damaged or lost, as a result of adverse events such as weather conditions, natural disasters, military conflicts and terrorist activities; disruptions in key routes, hubs and facilities (such as the blockage that occurred in the Suez Canal in March 2021); power or fuel supply failures; and human error. Loss in earnings and increased repair, replacement or other expenditures could have a severe impact on a company’s business, results of operations and financial condition. Obsolescence Risks. Transportation assets are generally long-lived assets, requiring long lead times to develop and manufacture, with particular types and models becoming obsolete or less in demand over time when newer, more advanced assets are manufactured. The transportation assets held by a company in

which a Client is invested may become obsolete, particularly if unanticipated events occur which shorten their life-cycle. Such events include government regulation, technological innovations, or changes in customer preferences. Further, variable expenses like fuel, crew or ageing corrosion control, among other factors, could make operation of assets more costly to maintain, and some of these expenses and costs may negatively affect the profitability of a company in which a Client is invested. Risks Relating to Changes in Fuel Costs. Changes in fuel costs, which can be volatile and difficult to predict, may affect carrier prices. While fuel prices have declined in recent years, there is a risk that fuel prices could rise significantly in the future, compelling carriers to charge higher prices in order to cover higher operating costs. To the extent a carrier is unable to pass through such higher costs onto its clients, the carrier’s profits will decrease. In addition, higher fuel costs could also cause clients may elect to utilize alternative transportation modes and adversely affect the competitiveness of a company in which a Client is invested. General Real Estate Risks. The Adviser may invest in real estate equity securities or in debt secured by real estate. The value of real estate fluctuates depending on conditions in the general economy and the real estate business. The factors that affect the value of real estate investments include, among other things: national, regional and local economic conditions; the condition of the financial markets; developments or trends in a particular industry; competition from other available space; local conditions such as an oversupply of space or a reduction in demand in the area; management of properties; the development and/or redevelopment of properties; changes in market rental and occupancy rates; the timing and costs associated with property improvements and rentals; changes in operating expenses; the financial condition of tenants; availability of obtaining financing on acceptable terms; fluctuations in interest rates; changes in zoning laws and taxation; government regulation; potential liability under environmental or other laws or regulations; and acts of God, terrorist attacks, social unrest and civil disturbances. The value of a Client’s investments in real estate equity securities or in debt secured by real estate may decline as a result of adverse changes in any of these factors. In addition, adverse changes in the real estate market increase the probability of default, as the equity in the underlying property declines. Investing in real estate and real estate-related instruments is subject to cyclicality and other uncertainties. There can be no assurance as to a Client’s performance in a weaker market or weakened economy. The cyclicality and leverage associated with real estate and real estate-related investments have historically resulted in periods, including significant periods, of adverse performance, including performance that may be materially more adverse than the performance associated with other investments. Financial Services Risks. Investments in the financial services sector are subject to the following risks: (i) Systemic Risk: Factors outside the control of a particular financial institution—like the failure of another, significant financial institution or material disruptions to the credit markets—may adversely affect the ability of the financial institution to operate normally or may impair its financial condition; (ii) Regulatory Actions: financial services companies may suffer setbacks if regulators change the rules under which they operate; (iii) Changes in Interest Rates: unstable and/or rising interest rates may have a disproportionate effect on companies in the financial services sector; (iv) Non-Diversified Loan Portfolios: financial services companies whose securities a Client purchases may themselves have concentrated portfolios, such as a high level of loans to real estate developers, which makes them vulnerable to economic conditions that affect that industry; (v) Credit: financial services companies may have exposure to investments or agreements which under certain circumstances may lead to losses, for example sub-prime loans; and (vi) Competition: the financial services sector has become increasingly competitive. Consumer Sector Risks. Securities of companies within the consumer sector can perform differently than the overall market. Economic factors relating to consumer spending generally, including consumer confidence, consumer spending and disposable income levels, employment levels and wage rates,

availability of consumer credit, recession, deflation, and inflation may impact a Client’s investment strategies and performance. A Client’s investments also face risks related to consumer purchasing trends in specific industries and distribution channels, such as the decline in shopping mall traffic. These economic risk factors are beyond the control of a Client and may be difficult to predict or plan for effectively. Consumer spending, especially with respect to discretionary products (such as apparel) may decline in periods of economic downturn and uncertainty as the success of companies within the consumer sectors can depend significantly on disposable household income and consumer spending. In addition, companies in the consumer sector in which a Client invests may be subject to severe competition, which may also have an adverse impact on their profitability. Energy Sector Risks. The Adviser expects to invest in the energy sector, which is a highly volatile sector that is subject to a number of sector-specific risks, including, but not limited to, the following: Commodity Price Risks. The return on a Client’s investments will be dependent on the operating margins and cash flows generated by the issuers in which it invests from the exploration, development, production, gathering, transportation, processing, storage, refining, distribution, mining or marketing of, coal, natural gas, natural gas liquids, crude oil, refined petroleum products or other hydrocarbons or other energy products. These operating margins and cash flows may fluctuate widely in response to a variety of factors, including economic conditions, weather conditions, natural disasters, the supply and price of imported natural resources, political instability in countries producing, refining or storing energy resources, conservation efforts in the United States and other jurisdictions, and governmental regulation. Energy companies engaged in crude oil and natural gas exploration, development or production, natural gas gathering and processing, crude oil refining and transportation and coal mining or sales are directly affected by energy prices. The volatility of, and interrelationships between, commodity prices can also indirectly affect certain other issuers in the energy sector due to the potential impact on the volume of commodities transported, processed, stored or distributed. Supply and Demand Risks. The profitability of energy companies, particularly those involved in processing, gathering and pipeline transportation, may be materially affected by the volume of natural gas or other energy commodities available for transportation, processing, storage or distribution. A significant decrease in the production of natural gas, crude oil, coal or other energy commodities, due to the decline of production from existing resources, import supply disruption, depressed commodity prices or otherwise, would reduce the revenue, operating income and operating cash flows of energy companies and, therefore, their ability to make distributions or pay dividends. A sustained decline in demand for energy products could adversely affect an energy company’s revenues and cash flows. Factors that could lead to a sustained decrease in market demand include a recession or other adverse economic conditions, an increase in the market price of the underlying commodity that is not, or is not expected to be, merely a short-term increase, higher taxes or other regulatory actions that increase costs, or a shift in consumer demand for such products. Demand may also be adversely affected by consumer sentiment with respect to global warming and by state or federal legislation intended to promote the use of alternative energy sources or international or multinational treaties designed to mitigate climate risk. Competition Risks. The energy sector is highly competitive and fragmented. The issuers in the energy sector in which a Client will invest will face substantial competition from numerous other companies, many of which will have greater financial, technological, human and other resources, in acquiring natural resource assets, obtaining and retaining customers and contracts, hiring and retaining qualified personnel, dealing with shifting market dynamics and adapting to new regulatory changes. To the extent that issuers in the energy sector in which a Client will invest are unable to compete effectively, their operating results, financial position, growth potential and cash flows may be adversely affected, which could in turn adversely affect the results of a Client.

Regulatory Risks. The energy industry is affected from time to time in varying degrees by political developments and a wide range of local, state, federal, international and multi-national regulation. For example, oil and gas production, operations, and economics are or have been affected by price controls, taxes, and other laws relating to the oil and gas industry, by changes in such laws and by changes in administrative regulations. In addition, various federal, state, and local laws and regulations, as well as global initiatives, relating to the protection of the environment may affect the operations and costs of the companies engaged in the energy industry. These laws and regulations may (i) restrict the types, quantities and concentration of various substances that can be released into the environment, (ii) require reporting of the storage, use or release of certain chemicals and hazardous substances, (iii) require removal or cleanup of contamination under certain circumstances, which may require the expenditure of material amounts over a significant period of time, (iv) impose substantial civil liabilities or criminal penalties, and (v) cause additional restrictions and delays that could materially and adversely affect the companies in which a Client invests. Moreover, there has been a trend in recent years toward stricter standards in environmental, health, and safety legislation and regulation, which could impact the success of companies in which a Client invests. There is the risk that future regulations affecting the energy industry may adversely affect the investment performance of a Client or the companies in which a Client invests. Renewable energy sectors, such as solar and wind, currently rely upon specific regulatory support to provide preferential treatment, including premium prices on electricity production, for solar and wind producers. Such support has been legislated, in part, based upon a growing public and political support for solar, wind and other renewable energy sources, due in particular to increasing public and political concerns about climate change, environmental sustainability and energy security. Parties with an interest in other energy sources, including lawmakers, regulators, policymakers, advocacy organizations or other activists, may invest significant time and money in efforts to delay, repeal or otherwise curtail regulations and programs that promote transition to renewable energy sources. A change in public attitude to solar, wind or renewable energy installations may result in an increase in regulatory risk to operating solar and wind installations, due to, among other things, opposition to the cost burden created by solar and wind production relative to alternative conventional energy sources, the appearance or environmental impact of solar and wind plants or the benefits to certain investor groups, perceived to be granted at the expense of the public. There can be no guarantee that changes in public attitude will not result in a loss of actual or perceived value of investments or to a reduced number of attractive investment opportunities available to a Client. Climate Change Risks. Extreme weather patterns related to climate change could adversely affect the input and output commodities associated with certain energy sources, including solar, wind and other renewable sources. These events could result in significant volatility in the supply and prices of energy. This volatility may create fluctuations in commodity or energy prices and earnings of companies in the energy sectors. In addition, energy companies (particularly carbon-based fuel producers) have at times been the subject of negative publicity, most recently in the context of the dialogue regarding climate change. Negative publicity of this nature may make legislators, regulators and courts less likely to take a favorable view of energy companies in general, which could cause them to make decisions or take actions that are adverse to energy companies. Such legislation and increased regulation regarding climate change, whether at the federal, state or local level, could impose significant costs on energy companies and their suppliers, including costs related to capital equipment, environmental monitoring and reporting and other compliance costs. Systems Risks. The Adviser relies extensively on computer programs and systems to trade, clear and settle securities transactions, to evaluate certain securities based on real-time trading information, to monitor its portfolio and net capital, and to generate risk management and other reports that are critical to oversight of the activities. The ability of its systems to accommodate an increasing volume of transactions could also constrain the Adviser’s ability to manage the portfolio. In addition, certain of the Adviser’s operations interface with or depend on systems operated by third parties, including prime brokers, third party pricing

vendors and market counterparties and their respective sub-custodians, and other service providers, and the Adviser may not be in a position to verify the risks or reliability of such third party systems. These programs or systems may be subject to certain defects, failures or interruptions, including, but not limited to, those caused by worms, viruses and power failures. Any such defect or failure could have a material adverse effect on a Client. For example, such failures could cause settlement of trades to fail, lead to inaccurate accounting, recording or processing of trades, and cause inaccurate reports, which may affect a Client’s ability to monitor its investment portfolio and its risks. The Adviser is not liable for losses caused by systems failures. Transaction Expenses. The Adviser may make frequent trades in securities. Frequent trades typically result in correspondingly high transaction costs. Projections. The Adviser may make investments relying upon projections developed by it or a company concerning such company’s future performance and cash flow. Projections are inherently uncertain and subject to factors beyond the control of the Adviser and the company in question. The inaccuracy of certain assumptions, the failure to satisfy certain financial requirements and the occurrence of unforeseen events could impair the ability of a company to realize projected values and/or cash flow. Certain Securities. Investing in the securities of companies (and governments) in certain countries (such as emerging nations or countries with less well-regulated securities markets than the U.S. or the UK or other EU countries, for that matter) involves certain considerations not usually associated with investing in securities of United States companies or the United States Government. For instance, there are, including among other things, political and economic considerations, such as greater risks of expropriation, nationalization and general social, political and economic instability; the small size of the securities markets in such countries and the low volume of trading, resulting in potential lack of liquidity and in price volatility; fluctuations in the rate of exchange between currencies and costs associated with currency conversion; certain government policies that may restrict investment opportunities; and in some cases less effective government regulation than is the case with securities markets in the United States. Investment Concentration. A Client’s assets may be invested in the securities of a limited number of issuers. To the extent investments are concentrated in a single issuer, industry and/or geographic region, a Client will be susceptible to a greater degree of risk affecting investments in that issuer, industry and/or region than would otherwise be the case. Such concentration of investments will increase the volatility of the value of a Client’s portfolio investments. Purchasing Initial Public Offerings. The Adviser may purchase securities of companies in initial public offerings or shortly after those offerings are complete. Special risks associated with these securities may include a limited number of shares available for trading, lack of a trading history, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some initial public offerings may make it more difficult for the Adviser to buy or sell significant amounts of shares without an unfavorable effect on prevailing market prices. In addition, some companies in initial public offerings are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or near-term prospects of achieving revenues or operating income. Moreover, a Client may be limited as to the amount of new issue allocations it can receive. Conversely, the Adviser may determine to restrict a Client as a whole from purchasing new issues even though one or more Investors in a Client may otherwise be eligible to receive new issue allocations.

Investing in Privately Held Companies. The Adviser may invest a portion of capital in the equity securities of privately-held companies, which may be subject to higher risk than investments in the equity securities of publicly-traded companies, as such securities are not actively traded. Generally, little public information exists about privately-held companies, and a Client is required to rely on the ability of the Adviser to obtain adequate information to evaluate the potential risks and returns involved in investing in privately-held companies. If the Adviser is unable to uncover all material information about a privately-held company, the Adviser may not be able to make a fully-informed decision with respect to such investment and a Client may lose some or all of its money invested. Illiquid Nature of Certain Investments. Certain of a Client’s investments are expected to be illiquid for periods of time, and some of the investments will be subject to various risks related to private market investments generally, including the risk that a Client will be unable to realize its investment objectives by the sale or other disposition of its investments at attractive prices or otherwise be unable to exit from its investments. Certain of a Client’s investments may require a substantial length of time to liquidate and, may under some circumstances, result in distributions in-kind or the creation of a liquidating trust to liquidate such investments over an extended period. General Economic Conditions and Recent Events. Various sectors of the global financial markets have recently experienced extended periods of market volatility, such as disruptions in global supply chains, natural disasters due to climate change, high inflation, the ongoing invasion of Ukraine by Russian forces, the Israel-Hamas conflict, the U.S.-Israeli- Iranian military conflict, the recent conflicts in the Middle East and Venezuela, and U.S. tariffs on Canada, Mexico, and China. These geopolitical conditions continue to disrupt global markets having an adverse effect on the financial markets domestically and globally. Consumer and business confidence could increase market volatility and reduce liquidity, which could cause a materially adverse effect on performance and overall ability to achieve its investment strategies. Risks Relating to Technology, Artificial Intelligence and Automation. The SEC has indicated that the use of artificial intelligence (“AI”) programs, bots and applications, AI Models (“AI Model(s)”) may have implications under securities laws including, but not limited to, the Advisers Act and the Securities Act, and the new Marketing Rule. While technological developments increase access and choice, they also pose considerations as to conflicts of interest, systemic risk and public policy. While AI Models can be useful tools, they also present several compliance risks that must be carefully managed to ensure that the Adviser remains in compliance with all applicable regulations and laws. These compliance risks include but are not limited to: Recordkeeping, Confidentiality, Privacy, Quality and Output, Fiduciary Duty, Intellectual Property, Lack of Transparency, Surveillance, Manipulation and Bias, and Loss of Human Influence/Oversight. Cybersecurity Breaches. The Adviser, its service providers, its counterparties and other market participants on whom the Adviser relies increasingly depend on complex information technology and communications systems to conduct business functions. These systems are subject to a number of different threats or risks that could adversely affect a Client (or Investors), despite the efforts of the Adviser, its service providers, its counterparties and other market participants on whom the Adviser relies to adopt technologies, processes and practices intended to mitigate these risks and protect the security of their computer systems, software, networks and other technology assets, as well as the confidentiality, integrity and availability of information belonging to a Client (or Investors). For example, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of or prevent access to these systems of a Client, its service providers, its counterparties and other market participants on whom a Client relies or data within these systems. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of systems to disclose sensitive information in order to gain access to the Adviser’s data or that of its investors. A successful penetration or circumvention of the security of the Adviser’s systems or the systems of the Adviser’s service providers, counterparties or other market participants on whom the Adviser relies

could result in the loss or theft of an investor’s data or funds, the inability to access electronic systems, loss or theft of proprietary information or corporate data, physical damage to a computer or network system or costs associated with system repairs. Such incidents could cause a Client, the Adviser, its service providers, its counterparties and other market participants on whom the Adviser relies to incur regulatory penalties, reputational damage, additional compliance costs or financial loss. Similar types of operational and technology risks are also present for many companies, which could have material adverse consequences for such investments, and may cause a Client’s investments to lose value. Recent FinCEN AML Rule. The Financial Crimes Enforcement Network (“FinCEN”) issued a new rule in August 2024 which requires investment advisers to implement anti-money laundering (“AML”) and countering the financing of terrorism (“CFT”) programs under the Bank Secrecy Act. Compliance with this rule, which is mandatory by January 1, 2028, involves establishing written AML/CFT policies, conducting customer due diligence, filing suspicious activity reports and maintaining transaction records. These new rules could materially and adversely affect the costs of operations and overall business of Adviser, Adviser’s Clients and/or their investments. Force Majeure. Clients or investments may be affected by force majeure events such as events beyond the control of the party claiming the event has occurred including, without limitation, severe storms, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, and labor strikes. Some force majeure events may adversely affect the ability of a party, including Clients, any subsidiaries or investment entities utilized by a Client or counterparties to Clients or any related investment entities to perform their obligations until they are able to remedy the force majeure event. In certain circumstances, a Client or an investment entity may be a party to a contract which does not provide a remedy in favor of such Client or investment entity if a force majeure event occurs. In this event, a Client or an investment entity may be required to continue to comply with its obligations (including, but not limited to, payment or performance of its obligations) under the contract even though it may not receive some or all of the benefits to which it is entitled under such contract. Such a circumstance may cause a Client or such investment entity to suffer economic loss, and such loss may be exaggerated if a force majeure event subsists for an extended period of time. In addition, the cost to an investment or a Client of repairing or replacing damaged assets resulting from a force majeure event could be considerable. Certain force majeure events such as war or an outbreak of an infectious disease could have broader negative impact on the world economy and international business activity generally. A resulting negative impact on economic fundamentals and consumer confidence may increase the risk of default with respect to particular investments of Clients, negatively impact market value, increase market volatility and cause credit spreads to widen and reduce liquidity, each of which could have an adverse effect on the performance of the investments, Clients’ returns and the ability of Clients to make and/or dispose of investments. No assurance can be given as to the effect of these events on the value of, or markets for, investments, or a Client’s or an investment’s ability to recover. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment with the Adviser. Prospective investors and Clients are encouraged to seek the advice of independent legal counsel in evaluating the risks of investment with the Adviser. In addition, as an Investor’s Client’s investment program develops and changes over time, an investment with the Adviser may be subject to additional and different risks.

Adviser does not utilize nor select third-party investment advisers. All assets are managed by Adviser management.

In recognition of Riposte’s fiduciary obligations to its Clients, and Riposte’s desire to maintain its high ethical standards, Riposte has adopted this Code of Ethics containing provisions designed to: (i) prevent improper personal trading by Access Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Riposte or securities holdings of Clients; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of Clients. Riposte’s Code of Ethics applies to all employees. B., C. and D. Employees are generally restricted from purchasing or selling reportable securities (as defined as defined in section 202(a)(18) of the Advisers Act). However, Employees are permitted to liquidate any Reportable Security held in their personal accounts that were purchased prior to employment with Riposte subject to the approval of the Chief Compliance Officer (“CCO”). All employees are required to report their personal securities transactions to the CCO. A copy of Riposte’s Code of Ethics is available to current and prospective Clients and Fund Investors upon request.

Soft Dollars While the firm's usage of soft dollars complies with 28(e) of the Securities Exchange Act of 1934, as amended, at this time, the Firm does not actively utilize soft dollar benefits. Should it resume usage of soft dollars, it will continue to comply with the below outlined policies and procedures. Section 28(e) of the Securities Exchange Act of 1934, as amended, is a “safe harbor” that permits an investment manager to use commissions or “soft dollars” to obtain research and brokerage services that provide lawful and appropriate assistance in the investment decision-making process. Except for services that would be a Client expense or as otherwise described below, the Adviser will limit the use of “soft dollars” to obtain research and brokerage services to services which constitute research and brokerage within the meaning of Section 28(e). Research services within Section 28(e) may include, but are not limited 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) may include, but are not limited to, services related to the execution, clearing and settlement of securities transactions and functions incidental thereto (i.e., connectivity services between an investment manager and a broker-dealer and other relevant parties such as custodians); trading software operated by a broker-dealer to route orders; software that provides trade analytics and trading strategies; software used to transmit orders; clearance and settlement in connection with a trade; electronic communication of allocation instructions; routing settlement instructions; post trade matching of trade information; and services required by the U.S. Securities and Exchange Commission or a self -regulatory organization such as comparison services, electronic confirms or trade affirmations. The use of Client commissions (or markups or markdowns) to obtain research and brokerage products and services raises conflicts of interest. For example, the Adviser will not have to pay for the products and services itself and thus has incentive to select or recommend a broker-dealer based on its interest in receiving the research or other products or services, rather than for Adviser’s Clients’ interest in receiving most favorable execution. The Adviser may consider its receipt of such research or other products or services, as well as other factors, in determining which broker-dealer to select or recommend and therefore may have an incentive to make such selection or recommendation on factors unrelated to a client’s interest in receiving most favorable execution. When Adviser uses client brokerage commissions to obtain research or other products or services, Adviser receives a benefit because it doesn’t have to produce or pay for the research, product or service. The Adviser may cause a Client to pay commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits (known as paying-up), resulting in higher transaction costs for a Client. The Adviser may use soft dollar benefits to services all Client accounts (even those that didn’t pay for the benefit) although the Adviser will seek to allocate soft dollar benefits to Client accounts proportionately to the soft dollar credits the accounts generate. In some instances, the Adviser may receive a product or service that may be used only partially for functions within Section 28(e) (e.g., an order management system, trade analytical software or proxy services). In such instances, the Adviser will make a good faith effort to determine the relative proportion of the product or service used to assist the Adviser in carrying out its investment decision-making responsibilities and the relative proportion used for administrative or other purposes outside Section 28(e). The proportion of the product or service attributable to assisting the Adviser in carrying out its investment decision-making

responsibilities will be paid through brokerage commissions generated by client transactions and the proportion attributable to administrative or other purposes outside Section 28(e) will be paid for by the Adviser from its own resources. Research and brokerage services obtained by the use of commissions arising from a Client’s portfolio transactions may be used by the Adviser in its other investment activities and thus, a Client may not necessarily, in any particular instance, be the direct or indirect beneficiary of the research or brokerage services provided. Although the Adviser will make a good faith determination that the amount of commissions paid is reasonable in light of the products or services provided by a broker, commission rates are generally negotiable and thus, selecting brokers on the basis of considerations that are not limited to the applicable commission rates may result in higher transaction costs than would otherwise be obtainable. The receipt of such products or services and the determination of the appropriate allocation in the case of “mixed use” products or services creates a potential conflict of interest between the Adviser and Clients. In selecting brokers and negotiating commission rates, the Adviser will take into account the financial stability and reputation of brokerage firms, and the research, brokerage or other services provided by such brokers. The Adviser may place transactions with a broker or dealer that (i) provides the Adviser (or an affiliate) with the opportunity to participate in capital introduction events sponsored by the broker-dealer or (ii) refers investors to a Client or other products advised by the Adviser (or an affiliate), if otherwise consistent with seeking best execution; provided the Adviser is not selecting the broker-dealer in recognition of the opportunity to participate in such capital introduction events or the referral of Fund investors. When appropriate, the Adviser may, but is not required to, aggregate orders to achieve more efficient execution or to provide for equitable treatment among accounts. Clients participating in aggregated trades will be allocated securities based on the average price achieved for such trades. A Client will maintain accounts with the prime brokers, through which Adviser may execute trades, borrow securities and maintain custody of its securities. A Client reserves the right, in its sole discretion, to change the brokerage and custodial arrangements described above without further notice to the investors. While not a current practice, it is possible that Riposte or a Client may compensate prime brokers for organizing “capital introduction” events or for any investments ultimately made by prospective investors attending such events. While such events and other services provided by a prime broker may influence Riposte in deciding whether to use such prime broker in connection with brokerage, financing and other activities of a Client, the Adviser will not commit to allocate a particular amount of brokerage to a brokerdealer in any such situation. Adviser does not engage in directed brokerage. B. Trade Aggregation and Allocation As a fiduciary, Riposte must allocate investment opportunities among the Clients in a fair and equitable manner. If Riposte determines that it would be appropriate for more than one Fund to participate in an investment opportunity, Riposte will seek to allocate the investment opportunity to all of the participating Clients on a fair and equitable basis. Generally, investment opportunities will be allocated pro rata based upon each participating Client’s start of the day NAV using an order management system; provided, however, that Riposte, in its sole discretion, may make allocations based upon other considerations. For example, Riposte may perform rebalancing trades that will, by their nature, not be executed for all Clients.

Additionally, from time to time Riposte may participate in initial public offerings (“IPOs”). Riposte will only allocate IPOs to those investors who are eligible to participate and therefore may not allocate IPOs pro rata based on the Clients’ start of the day NAV. The reasons why an allocation was made other than on a pro rata basis will be documented. In certain circumstances, Riposte may not be able to allocate an investment opportunity (or portion thereof) to a Client because of minimum investment restrictions or excessive costs. In these situations, Riposte will determine which Clients will participate. Clients without sufficient investment capital will not participate. Riposte’s CCO reviews the trade allocations to the accounts before the trade is finalized and electronically submitted to the administrator and prime broker. When an account receives subscriptions or redemptions, trades to rebalance the portfolio are done on the first day the subscriptions or redemptions take place.

The Financial Controller is responsible for overseeing the audits of the Funds as well as the distribution of the audited financial statements to all investors within 120 days of the Funds’ fiscal year ends. Riposte does not have custody of the assets of the Sub-Advised Fund or the UCITs Fund.

As a matter of good internal controls, the Financial Controller reconciles the aggregate account balances reported to investors in each Fund, obtained directly from the administrator, against the cash and securities holdings reported by unaffiliated custodians, counterparties, and/or the Depository Trust Company on a monthly basis. For purposes of this reconciliation, security valuations are obtained from broker quotes. The Financial Controller will work with unaffiliated service providers and custodians to resolve any discrepancies, and will immediately notify Riposte’s Managing Partner directly of any material irreconcilable discrepancies.

Riposte will vote each proxy in accordance with its fiduciary duty to its Clients. Riposte will generally seek to vote proxies in a way that maximizes the value of Clients’ assets. However, Riposte will document and abide by any specific proxy voting instructions conveyed by a Client with respect to that Client’s securities. The CCO coordinates Riposte’s proxy voting process. If Riposte detects a material conflict of interest in connection with a proxy solicitation, the Company will abide by the following procedures:

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The CCO will meet with the Managing Partner and will describe the proxy vote under consideration and identify the perceived conflict of interest. The CCO will also propose the course of action that the CCO believes is in Clients’ best interests. The CCO will tell the Managing Partner why the CCO believes that this course of action is most appropriate.

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The Managing Partner will review any documentation associated with the proxy vote and evaluate the CCO’s proposal. The Managing Partner will consider, among other things:

o A vote’s likely short-term and long-term impact on the issuer;

o Whether the Issuer has responded to the subject of the proxy vote in some other manner;\

o Whether the issues raised by the proxy vote would be better handled by some other action by the issuer;

o Whether implementation of the proxy proposal appears likely to achieve the proposal’s stated objectives; and

o Whether the CCO’s proposal appears consistent with Clients’ best interests.

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The Managing Partner will document his decision on how to vote the proxy.

Riposte will not neglect its proxy voting responsibilities, but the Adviser may abstain from voting if it deems that abstaining is in its Clients’ best interests. For example, Riposte may be unable to vote securities that have been lent by the custodian. Also, proxy voting in certain countries involve “share blocking,” which limits Riposte’s ability to sell the affected security during a blocking period that can last for several weeks. Riposte believes that the potential consequences of being unable to sell a security usually outweigh the benefits of participating in a proxy vote, so Riposte generally abstains from voting when share blocking is required. The CCO will prepare and maintain memoranda describing the rationale for any instance in which Riposte does not vote a Client’s proxy. A copy of Riposte’s written proxy voting policies and procedures, as well as a record of how Riposte has voted in the past, will be maintained and available for review by investors upon written request by contacting Matthew Parkinson at 646-802-6331 or mp@ripostecapital.com.