Cleveland Capital Management, L.L.C.: investment adviser

Note that Items 5 and 8 (below) go into greater detail on the Adviser’s methods of analysis and investment strategies. The Adviser provides advice to client accounts based on specific investment objectives and strategies. The Adviser does not tailor advisory services to the individual needs of clients. Clients may not pose restrictions on investing in certain securities or certain types of securities. As of March 27, 2026, the Adviser had approximately $200,302,128 client assets under management. As of that date, the Adviser managed $200,302,128 on a discretionary basis and $0 on a non-discretionary basis. Due to completeness check errors on Part 1A, the Adviser had to state that it does not have any assets under management. However, the Adviser is currently advising 4 private funds on a discretionary basis, representing approximately $200 million in assets, as mentioned herein. The Adviser is also in the process of negotiating a separately managed account representing non-discretionary assets, but there are no assets under management for this account as of the date of this filing.

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If a client’s investment management agreement is terminated or a withdrawal is made from a client account during a quarter, the fee payable to the Adviser will be calculated based on the value of the net assets on the termination date or withdrawal date, as the case may be, and prorated for the number of days during the quarter in which the investment management agreement was in effect (or such amount was in the account). The Adviser charges certain pooled investment vehicle investors an investment management fee equal to 1.5% per annum of the value of the investor’s net assets under management. The Adviser separately negotiates the investment management fee with each managed account client. These fees are negotiable. Performance-Based Compensation The Adviser will also be paid a performance-based fee or allocation, which is compensation that is based on a share of capital appreciation of the assets of a client account (such as a client account that is a hedge fund or other pooled investment vehicle). The performance-based fee for pooled investment vehicle investors ranges from 10%to 20% of the capital appreciation of the relevant account as of the end of such account’s fiscal year. The performance-based fee is subject to a loss carryforward in certain client accounts. The Adviser separately negotiates the performance-based fee with each managed account client. These fees are negotiable. The Adviser deducts the investment management fee from pooled investment vehicle client accounts. The Adviser bills its managed account clients. In each case, the Adviser receives investment management fees quarterly. In addition to paying investment management fees and, if applicable, performance-based fees, client accounts may also be subject to other investment expenses in accordance with the client’s investment management agreement or fund governing documents such as third-party administration fees, certain legal expenses (in the case of a pooled investment vehicle client), accounting and other professional expenses and certain research expenses. Please refer to Item 12 of this Firm Brochure for a discussion of the Adviser’s brokerage practices. The allocation of expenses by the Adviser between it and any client and among clients represents a conflict of interest for the Adviser. To address this conflict, the Adviser has adopted and implemented policies and procedures for the allocation of expenses. The Adviser allocates expenses to each client in accordance with the client's arrangements with the Adviser (including applicable client disclosures). The Adviser seeks to allocate shared expenses for products and services benefiting the Adviser and the client and not covered in the client's arrangements in a fair and reasonable manner. The Adviser allocates common client expenses among multiple clients pro rata based on gross assets under management as of the beginning of each semi-annual period in which the expenses are paid.

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When the Adviser and its investment personnel manage more than one client account a potential exists for one client account to be favored over another client account. While there may be a risk that the Adviser might favor client accounts that pay higher fees, the Adviser believes that risk is mitigated by the Adviser’s pro rata allocation policy, which generally allocates trades and investment opportunities on a pro rata basis. The management of multiple client accounts creates a conflict of interest because the Adviser may have an incentive to favor one client account over another. Accordingly, the Adviser has adopted and implemented policies and procedures intended to address conflicts of interest that may arise relating to the management of multiple client accounts. In particular, the Adviser reviews investment decisions for the purpose of ensuring that all accounts with substantially similar investment objectives are treated equitably. The performance of similarly managed accounts is also regularly compared to determine whether there are any unexplained significant discrepancies. In addition, the Adviser’s procedures relating to the allocation of investment opportunities require that similarly managed accounts participate in investment opportunities pro rata based on factors such as the size of the client account, asset size, tax status, total portfolio invested position, any restrictions placed on a client’s portfolio by virtue of federal or state law, the size of the available position and account liquidity and require that, to the extent orders are aggregated, the client orders are price-averaged. These areas are monitored by the Adviser’s Chief Compliance Officer.

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The Adviser engages in a credit strategy wherein the client account provides a loan to a private company via a senior secured credit facility. These methods, strategies and investments involve risk of loss to clients and clients must be prepared to bear the loss of their entire investment. Lack of Diversification. Client accounts may not be diversified among a wide range of types of securities, countries or industry sectors. Accordingly, client portfolios may be subject to more rapid change in value than would be the case if the Adviser were required to maintain a wider diversification among types of securities and other instruments. Equity Securities. The value of equity securities fluctuates in response to issuer, political, market, and economic developments. Fluctuations can be dramatic over the short as well as long term, and different parts of the market and different types of equity securities can react differently to these developments. For example, large cap stocks can react differently from small cap stocks, and "growth" stocks can react differently from "value" stocks. Issuer, political, or economic developments can affect a single issuer, issuers within an industry or economic sector or geographic region, or the market as a whole. Changes in the financial condition of a single issuer can impact the market as a whole. Terrorism and related geopolitical risks have led, and may in the future lead, to increased short-term market volatility and may have adverse long-term effects on world economies and markets generally. Additionally, the rights of equity holders are subordinate to all other claims on a company’s assets including debt holders. Equity investments risk a loss of all or a substantial portion of the investment. Small and Micro Cap Stocks. At any given time, client accounts may have significant investments in smaller-to-micro sized companies. While the Adviser believes these investments provide significant potential for appreciation, investments in these securities often involve significantly greater risks than the securities of larger, better-known companies. For example, prices of such stocks are often more volatile than prices of large-capitalization stocks. In addition, due to thin trading in some such stocks, an investment in these stocks may be more illiquid than that of larger capitalization stocks. Illiquid Instruments. Certain instruments may have no readily available market or third-party pricing. Reduced liquidity may have an adverse impact on market price and the Adviser’s ability to sell particular securities when necessary to meet liquidity needs or in response to a specific economic event, such as the deterioration of creditworthiness of an issuer. Reduced liquidity in the secondary market for certain

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securities may also make it more difficult for the Adviser to obtain market quotations based on actual trades for the purpose of valuing a fund’s portfolio. Options. The Adviser invests in certain option strategies in an effort to mitigate risk and preserve capital. These strategies include “costless collar” and “covered call writing” strategies. In connection with the use of options, there may be an imperfect correlation between the change in market value of a security and the prices of the options in the client’s account. Purchasing put and call options, as well as writing such options, are highly specialized activities and entail greater than ordinary investment risks. Because option premiums paid or received by an investor will be small in relation to the market value of the investments underlying the options, buying and selling put and call options can result in large amounts of leverage. As a result, the leverage offered by trading in options could cause in investor’s asset value to be subject to more frequent and wider fluctuations than would be the case if the investor did not invest in options. Short Sales. Short sales can, in certain circumstances, substantially increase the impact of adverse price movements on a client account. 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. Leverage. Although leverage increases returns if the client account earns a greater return on the investments purchased with borrowed funds than it pays for such funds, the use of leverage decreases returns if the client account fails to earn as much on such investments as it pays for such funds. The client account faces additional risks in the event that its debt instruments or other assets posed as collateral or borrowings decline in value. In this event, the client account could be subject to a “margin call” or “collateral call” pursuant to which the client account must deposit additional assets with the lender or suffer mandatory liquidation of the pledged collateral to compensate for the decrease in value of the collateral. Series Portfolio Risks. One or more client accounts are formed as a series limited liability company under Delaware law. Each such account will be designated as a separate series of limited liability company interests and will be a separate pool of assets constituting, in effect, a separate limited liability company with its own investment strategy and policies. Under Delaware law, the debts, liabilities, obligations and expenses incurred by one client account will only be enforceable against the assets of the same client account and not against the assets of any other client account. In addition, the client account is required to follow certain administrative procedures, otherwise the benefit of the statutes allowing for the protection of assets in a particular client account will not be available. Further, the client account may operate or have assets held on its behalf or be subject to claims in other jurisdictions that may not necessarily recognize the series limited liability company status of the client account. As a result, there is no guarantee that the courts of any jurisdiction will respect the limitations on liability associated with the client account. Limited Withdrawal or No Voluntary Withdrawal Rights. Clients participating in a client account may be permitted to withdraw all or any part of its capital account only in accordance with the terms of the relevant documents. Moreover, some clients will have no right to make withdrawals from a capital account, and the client account will only be liquidated when the Adviser determines it is appropriate to do so. Thus, interests in one or more client accounts should be considered only by persons financially able to maintain their investment. PIPEs-Contractual Risk and Regulatory Framework. One or more client account will invest in a PIPE transaction. A PIPE is a private investment in an issuer’s public equity. Unlike the purchase of freely tradable common stock in the open market, the client account’s investment in the issuer may involve contractual obligations by the issuer requiring the issuer to take certain actions, such as registering the securities or, in the case of convertible securities, issuing the underlying securities upon exercise of convertible securities and registering the underlying securities with the appropriate federal and state authorities for resale. In order for the client account’s investment strategy to be effective, the issuer must abide by its contractual obligations. The client account intends to aggressively enforce its rights under its

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contractual relationships with the issuer, although the Adviser understands and will take into account the costs of litigation. If the issuer fails to meet its contractual obligations, in addition to the possibility of being involved in costly litigation, the client account may be unable to dispose of the securities at appropriate prices if at all, or may experience substantial delays in doing so, and thus the client account may not be able to realize the anticipated profit with respect to such investment for a substantial period of time, if ever. There can be no assurances that the issuer will succeed in registering for public resale the securities held by the client account or that registration of securities pursuant to any such arrangement will create liquidity. Lending Risks; Loan Originations. One or more client account will be subject to risks associated with possible default by a borrower, insufficient collateral and legal and other costs incurred in collecting on a defaulted loan. The value of the interests will be detrimentally affected to the extent the borrower defaults on its obligations, there is insufficient collateral and/or there are extensive legal and other costs incurred in collecting on the defaulted loan. There can be no assurance that the value assigned by the Adviser to collateral underlying the loan of the client account can be realized upon liquidation, nor can there be any assurance that collateral will retain its value. Moreover, the value of collateral supporting the loan may fluctuate. In addition, active lending/origination may subject it to additional regulation, as well as possible adverse tax consequences to the members. Finally, there may be a monetary, as well as a time cost involved in collecting on the defaulted loan and, if applicable, taking possession of and subsequently liquidating various types of collateral. Credit Risk; Investment in Debt Instruments. A client account will be subject to credit risk (that is, risk of non-payment where a borrower may be unable or unwilling to make principal and interest payments on outstanding debt obligations when due). In the event that the borrower experiences financial or economic difficulties, this may affect the value of the relevant securities, instruments or exposures (which may be zero) and any amounts paid on such securities, instruments or exposures (which may be zero). This may in turn affect the net asset value of the client account. Debt instruments are also subject to market risk and interest rate risk. The values of debt instruments may be affected by changes in the credit rating or financial condition of the issuing entities or a change in credit quality of financial condition of any underlying obligors. Secured Loans. A client account may be exposed to losses resulting from default and foreclosure of the loan. Therefore, the value of underlying collateral, the creditworthiness of a borrower and the priority of liens are each of great importance in determining the value of the Investment. No guarantee can be made regarding the adequacy of the protection of the client account’s security in the loan in which it invests. In addition, certain debt instruments may be supported, in whole or in part, by guarantees made by a corporation or other person or entity affiliated with a borrower. The amount realizable with respect to a debt instrument may be detrimentally affected if a guarantor fails to meet its obligations under the guarantee. Moreover, in the event of foreclosure, the client account or an affiliate thereof may assume direct ownership of any assets collateralizing the foreclosed loan. The liquidation proceeds upon the sale of such assets may not satisfy the entire outstanding balance of principal and interest on the foreclosed loan, resulting in a loss to the client account. Any costs or delays involved in the effectuation of the loan foreclosure or liquidation of the assets collateralizing such foreclosed loan will further reduce proceeds associated therewith and consequently, increase possible losses to the client account. Client Accounts May Not Be Audited. Certain client account’s annual financial statements will not be audited by an independent accounting firm. While the Adviser will provide members with unaudited financial statements that it prepares itself, there will be no independent analysis of the accuracy of such financial statements or the valuation of certain of the client account’s assets. In Kind Transactions. A client account may accept capital contributions in kind in the Adviser’s sole discretion. The Adviser may also make distributions in kind in lieu of or in addition to cash. Furthermore, in the event the Adviser makes distributions in kind, such distributions could be illiquid or subject to legal, contractual and other restrictions on transfer, thereby not readily marketable or salable. Any risk of loss and/or delay in liquidating such assets would be borne by the participating members, with the result that they could ultimately receive significantly less cash than they would have received on the date of

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distribution if they had been paid in cash. Any transaction costs in connection with the sale of such assets would also be borne directly by such members. In kind transactions will generally be valued by the Adviser at what it deems their “fair value” as of the close of business on the relevant date, as determined in accordance with the client account’s valuation policies and procedures, and this valuation will be conclusive. In addition, the Adviser may itself elect to receive an in kind distribution in lieu of a cash distribution with respect to any carried interest or other amounts distributable to the Adviser. Consequences of Default. If one or more members of a client account fail to pay in full any requested capital contributions, the Adviser may take certain actions that may result in a sale of such member’s interest in the particular client account or a forfeiture of all or a portion of such member’s interest in the client account. Additionally, the Adviser may pursue any available legal or equitable remedies, with the expenses of collection of the unpaid amount, including attorneys’ fees, to be paid by such defaulting member. If a member fails to pay any of its capital commitment when due, and the capital contributions and unused capital commitments of non-defaulting members and borrowing by the client account are inadequate to cover the defaulted capital contribution, the client account may be unable to pay its obligations when due. As a result, the particular client account may be subjected to significant penalties that could materially adversely affect the returns to the members (including non-defaulting members). In addition, the non-defaulting members may be required to increase their contributions to the investment resulting in the defaulted capital contribution which, in turn, will reduce the degree of diversification of such members’ investment in the client account and increase such members’ risk of loss. Cybersecurity Risk. The information and technology systems of the Adviser and of key service providers to the Adviser and its clients, including banks, broker-dealers, custodians and their affiliates, 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. For instance, cyber-attacks may interfere with the processing or execution of the Adviser’s transactions, cause the release of confidential information, including private information about clients, subject the Adviser or its affiliates to regulatory fines or financial losses, or cause reputational damage. Additionally, cyber-attacks or security breaches (e.g., hacking or the unlawful withdrawal or transfer of funds), affecting any of the Adviser’s key service providers, may cause significant harm to the Adviser, including the loss of capital. The use of artificial intelligence by third-party service providers or counterparties, if any, could amplify cybersecurity risks. Similar types of cybersecurity risks are also present for issuers of securities in which the Adviser may invest. These risks could result in material adverse consequences for such issuers, and may cause the Adviser’s investments in such issuers to lose value. If these systems are compromised, become inoperable for extended periods of time or cease to function properly, it may be necessary for the Adviser to make a significant investment to fix or replace them and to seek to remedy the effect of these issues. The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the operations of the Adviser or its client accounts and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including personal information, which may result in identity theft. Effects of Health Crises and Other Catastrophic Events. Health crises, such as pandemic and epidemic diseases, as well as other catastrophes that interrupt the expected course of events, such as natural disasters, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have and may in the future have an adverse effect on clients' investments and the Adviser's operations. For example, any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for client portfolio companies. In addition, under such circumstances the operations of the Adviser and other service providers, including functions such as trading and valuation could be reduced, delayed, suspended or otherwise disrupted. Further, the occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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Risk Management Failures. Although the Adviser attempts to identify, monitor and manage significant risks, these efforts do not take all risks into account and there can be no assurance that these efforts will be effective. Moreover, many risk management techniques, including those employed by the Adviser, are based on historical market behavior, but future market behavior may be entirely different and, accordingly, the risk management techniques employed on behalf of client accounts may be incomplete or altogether ineffective. Similarly, the Adviser may be ineffective in implementing or applying risk management techniques. Any inadequacy or failure in risk management efforts could result in material losses to its clients.

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The Adviser and its related persons may give and/or receive gifts, services or other items to/from any person or entity that does business with or potentially could conduct business with or on behalf of the Adviser. The Adviser has adopted policies and procedures governing gifts and business entertainment, which includes quarterly disclosure of gifts and business entertainment in excess of certain de minimis thresholds and pre-clearance by the Chief Compliance Officer prior to giving/receiving gifts above a certain de minimis threshold. The Adviser, in the course of its investment management and other activities (e.g., board or creditor committee service), may come into possession of confidential or material nonpublic information about issuers, including issuers in which the Adviser or its related persons have invested or seek to invest on behalf of clients. The Adviser is prohibited from improperly disclosing or using such information for its own benefit or for the benefit of any other person, regardless of whether such other person is a client. The Adviser maintains and enforces written policies and procedures that prohibit the communication of such information to persons who do not have a legitimate need to know such information and to assure that the Adviser is meeting its obligations to its clients and remains in compliance with applicable law. In certain circumstances, the Adviser may possess certain confidential or material, nonpublic information that, if disclosed, might be material to a decision to buy, sell or hold a security, but the Adviser will be prohibited from communicating such information to the client or using such information for the client’s benefit. In such circumstances, the Adviser will have no responsibility or liability to the client for not disclosing such information to the client (or the fact that the Adviser possesses such information), or not using such information for the client’s benefit, as a result of following the Adviser’s policies and procedures designed to provide reasonable assurances that it is complying with applicable law. In addition, the Adviser or its related persons invests in the same securities (or related securities, e.g., warrants, options or futures) or in a related part of the capital structure that the Adviser or a related person recommends to clients. The Adviser or its related persons may trade in a particular security in a manner that is the same as, different from, or even opposite to the trading activity undertaken by the Adviser on behalf of its clients with respect to that same security. Such practices present a conflict where, because of the information an Adviser has, the Adviser or its related person are in a position to trade in a manner that could adversely affect clients (e.g., place their own trades before or after client trades are executed in order to benefit from any price movements due to the clients’ trades). In addition to affecting the Adviser’s or its related person’s objectivity, these practices by the Adviser or its related persons may also harm clients by adversely affecting the price at which the clients’ trades are executed. The Adviser has adopted the following procedures in an effort to minimize such conflicts: The Adviser requires its related persons to preclear all transactions in their personal accounts with the Chief Compliance Officer, who may deny permission to execute the transaction if such transaction will have any adverse economic impact on one of its clients. The Adviser’s Code prohibits the Adviser or its related persons from executing personal securities transactions of any kind in any securities on a restricted securities list maintained by the Chief Compliance Officer. All of the Adviser’s related persons are required to disclose their securities transactions on a quarterly basis and holdings on an annual basis. All of the Adviser’s related persons are also required to provide broker confirmations of each transaction in which they

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engage and a monthly certification of such transactions. Trading in employee accounts will be reviewed by the Chief Compliance Officer and compared with transactions for the client accounts and reviewed against the restricted securities list. The Adviser or a related person from time to time recommends securities to clients, or buys or sells securities for client accounts, at or about the same time that the Adviser or related person buys or sells the same securities for its own account. In order to minimize the conflicts stemming from situations where the contemporaneous trading results in an economic benefit for the Adviser or its related person to the detriment of the client, the Adviser has adopted the procedures described herein. In addition, the Adviser has adopted the aggregation policies and procedures discussed in Item 12. The Adviser’s related persons may, and currently do, invest in private funds managed by the Adviser and, in certain cases, may, in the aggregate, hold a substantial portion of a private fund’s assets. Such investments pose a risk that the Adviser or individuals who are in a position to control the allocation of investment opportunities to the Adviser’s client accounts will favor those private funds in which the Adviser’s related persons invest.

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difficulty of execution and the ability to handle difficult trades; and the operational facilities of the brokers and/or dealers involved (including back office efficiency). In selecting a broker-dealer to execute transactions (or series of transactions) and determining the reasonableness of the broker-dealer’s compensation, the Adviser need not solicit competitive bids and does not have an obligation to seek the lowest available commission cost. It is not the Adviser's practice to negotiate “execution only” commission rates, thus a client may be deemed to be paying for research, brokerage or other services provided by a broker-dealer which are included in the commission rate. The Adviser’s Chief Compliance Officer and traders meet periodically to evaluate the broker-dealers used by the Adviser to execute client trades using the foregoing factors. 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 SEC or a self-regulatory organization such as comparison services, electronic confirms or trade affirmations. The Adviser does not permit clients to direct the Adviser to execute the client’s trades with a specified broker-dealer. The Adviser often purchases or sells the same security for multiple clients at or near the same time on a pro rata basis and using the same executing broker. It is the Adviser's practice, where possible, to aggregate client orders for the purchase or sale of the same security submitted at or near the same time for execution using the same executing broker. The Adviser will also aggregate in the same transaction, the same securities for accounts where the Adviser has brokerage discretion. Such aggregation may enable the Adviser to obtain for clients a more favorable price or a better commission rate based upon the volume of a particular transaction. In cases where trading or investment restrictions are placed on a client's account, the Adviser may be precluded from aggregating that client's transaction with others. In such a case, the client may pay a higher commission rate and/or receive less favorable prices than clients who are able to participate in an aggregated order. When an aggregated order is completely filled, the Adviser allocates the securities purchased or proceeds of sale pro rata among the participating accounts, based on the purchase or sale order. Adjustments or changes may be made under certain circumstances, such as to avoid odd lots or small allocations. If the order at a particular broker is filled at several different prices, through multiple trades, generally all such participating accounts will receive the average price and pay the average commission, subject to odd lots, rounding, and market practice. If an aggregated order is only partially filled, the Adviser's procedures provide that the securities or proceeds

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are to be allocated in a manner deemed fair and equitable to clients. Depending on the investment strategy pursued and the type of security, this may result in a pro rata allocation to all participating clients.

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Compensation of the solicitor is based on a proportion of management fees and performance allocations that the Adviser receives from its pooled investment vehicle investors as described in Item 5.

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Because of the differences in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may be differences among clients in invested positions and securities held. The Adviser submits an allocation statement to the trading desk describing the allocation of securities to (or from) client accounts for each trade/order submitted. The Adviser may consider the following factors, among others, in allocating securities among clients: (i) client investment objectives and strategies; (ii) client risk profiles; (iii) tax status and restrictions placed on a client's portfolio by the client or by applicable law; (iv) size of the client account; (v) nature and liquidity of the security to be allocated; (vi) size of available position; (vii) current market conditions; and (viii) account liquidity, account requirements for liquidity and timing of cash flows. Although it is the Adviser’s policy to allocate investment opportunities to eligible client accounts on a pro rata basis (based on the value of the assets of each participating account relative to value of the assets of all participating accounts), these factors may lead the Adviser to allocate securities to client accounts in varying amounts. Even client accounts that are typically managed on a pari passu basis may from time to time receive differing allocations of securities based on total assets of each account eligible to invest in the particular investment type (e.g., equities) divided by the total assets of all accounts eligible to invest in the particular investment. Allocations will be made among client accounts eligible to participate in initial public offerings (IPOs) and secondary offerings on a pro rata basis, except when the Adviser determines in its discretion that a pro rata allocation is not appropriate, which may include a client’s investment guidelines explicitly prohibiting participation in IPOs or secondary offerings and a client’s status as a “restricted person” under applicable regulations. The Adviser may effect cross transactions between discretionary client accounts, except as otherwise noted below. Cross transactions enable the Adviser to effect a trade between two clients for the same security at a set price, thereby possibly avoiding an unfavorable price movement that may be created through entrance into the market and saving commission costs for both accounts. Cross transactions include rebalancing transactions that are undertaken so that, after withdrawals or contributions have occurred, the portfolio compositions of similarly managed accounts remain substantially similar. The Adviser has a potentially conflicting division of loyalties and responsibilities regarding both parties to cross transactions, including with respect to a decision to enter into such transactions and with respect to valuation, pricing and other terms. Because the Adviser represents the interests of both the seller and the buyer in a cross transaction, clients for which the Adviser executes cross transactions bear the risk that other clients in the cross transaction will be treated more favorably, especially where the other clients pay a higher investment management or performance-based fee or incentive allocation. Clients also bear the risk that the price of a security bought or sold through a cross transaction may be less favorable than it might have been had the transaction been executed in the open market, and the risk that they receive a security that is difficult to dispose of in a market transaction. Cross transactions between client accounts are not permitted if they would constitute principal trades or trades for which the Adviser or its affiliates are compensated as a broker unless client consent has been obtained based upon written disclosure to the client of the capacity in which the Adviser or its affiliates will act. In addition, cross transactions are not permitted for benefit plan or other similar accounts that are subject to ERISA.

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The Adviser manages both discretionary client accounts and non-discretionary client accounts. To the extent the Adviser provides the same or overlapping investment recommendations to both a discretionary client account and a non-discretionary client account (for example, the Adviser utilizes the same or a substantially similar investment strategy or trading model for such accounts), and determines at any point to change the strategy or model, the Adviser will implement the change for its discretionary client account first and will then promptly provide to its non-discretionary client the modified model or notice of the relevant change. In such circumstances, since the Adviser’s non-discretionary client would become aware of the change only after it has been implemented for the Adviser’s discretionary client account, it is possible that such non-discretionary client account will be disadvantaged and will incur losses, or generate fewer profits, than if it received the modified model or notice of the change prior to, or simultaneously with, the Adviser’s discretionary client account. If it appears that a trade error has occurred, the Adviser will review the relevant facts and circumstances to determine an appropriate course of action. To the extent that trade errors and breaches of investment guidelines and restrictions occur, the Adviser's error correction procedure is to ensure that clients are treated fairly. The Adviser has discretion to resolve a particular error in any appropriate manner that is consistent with the above stated policy. In the event that a client account incurs a trade error as a result of the Adviser’s violation of the standard of care that is applicable to the client account, the Adviser will reimburse the client for losses attributable to such violation. Trade errors that do not result from the Adviser’s violation of the standard of care applicable to the client account are borne by the client account. The Adviser is not responsible for the errors of other persons, including third party brokers and custodians, unless otherwise expressly agreed to by the Adviser.

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For all other proposals, the Adviser will determine whether a proposal is in the best interests of its clients and may take into account the following factors, among others: (i) whether the proposal was recommended by management and the Adviser’s opinion of management; (ii) whether the proposal acts to entrench existing management; and (iii) whether the proposal fairly compensates management for past and future performance. The Adviser will keep a log of all proxies that it votes or abstains from voting on. Additionally, the Adviser will keep a separate log for any say-on-pay votes required to be reported on the Form N-PX. The Adviser may abstain from voting or affirmatively decide not to vote if the Adviser determines that abstention or not voting is in the best interests of the client in light of the scope of services to which the Adviser and the client have agreed. In making this determination, the Adviser will consider various factors, including, but not limited to, (i) the costs associated with exercising the proxy (e.g., translation or travel costs); and (ii) any legal restrictions on trading resulting from the exercise of a proxy. The Adviser may determine not to vote proxies relating to securities in which clients have no position as of the receipt of the proxy (for example, when the Adviser has sold, or has otherwise closed, a client position after the proxy record date but before the proxy receipt date). If a material conflict of interest between the Adviser and a client exists, the Adviser will determine whether voting in accordance with the guidelines set forth in the proxy voting policies and procedures is in the best interests of the client or take some other appropriate action. The Adviser does not make any qualitative judgment regarding its client’s investments. Clients may obtain a copy of the Adviser’s proxy voting policies and procedures and information about how the Adviser voted a client’s proxies by contacting Wade Massad (Chief Compliance Officer) by e-mail at wade@clevelandcapital.com or by telephone at (440) 333-4925.

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