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DUE DILIGENCE QUESTIONNAIRE

October 2016

CONFIDENTIAL / NOT FOR DISTRIBUTION

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I. INVESTMENT MANAGER INFORMATION

A. CONTACT INFORMATION

1. Company Legal Name: [Fund Name] Capital Management LP (the “Company”)

B. COMPANY

1. Please give a brief history of the Company and, if applicable, group structure:

The Company was formed in January 2014. The Investment Manager began trading on August 1, 2014 and [Fund Name] Credit Fund LP (the “Onshore Feeder”) began trading on August 15, 2014.

All or substantially all of the Onshore Feeder’s assets and [Fund Name] Credit Fund, Ltd.’s (the “Offshore Feeder”) assets will be invested in limited partnership interests of [Fund Name] Credit Master Fund, L.P. (the “Master Fund”). Prior to May 1, 2016, the investment strategy described herein was pursued by the Onshore Feeder as a standalone fund. On May 1, 2016 the Onshore Feeder was restructured as a feeder fund of the Master Fund. The Master Fund will pursue the investment strategy previously pursued by the Onshore Feeder.

The Onshore Feeder, Offshore Feeder and Master Fund are collectively referred to herein as the “Funds”.

In addition, the Company manages three separately managed accounts (ach an “SMA”). The Funds together with the SMAs are sometimes referred to as “Clients”.

2. Date and place of incorporation: January 2014, Delaware

3. Domicile: USA

4. Primary location: New York, NY

5. List any affiliations, directorships and memberships of the Company and / or its principals:

[Name 1], [Name 2], [Name 3], [Name 4],[Name 5], [Name 6] and [Name 7] are partners in [Affiliate] Capital Management (“XXX”).

C. OWNERSHIP

1. Describe the Company’s and group ownership structure, name of its owners, their percentage ownership, and their role within the Company:

The Company is a Limited Partnership: [Name 1] (Senior Portfolio Manager) owns 59.4%, [Name 2] (Senior Portfolio Manager) owns 39.6%, and [Fund Name] Capital Management GP LLC owns 1%.

D. ORGANIZATION

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1. How many full-time employees are there?

Five full time employees including Mr. [Name 1] and Mr. [Name 2].

2. Please provide a short background of principals (education, career background, etc.):

Mr. [Name 1] is a General Partner and Senior Portfolio Manager of the Company. Prior to the formation of the Company, he was Head of Fixed Income for XXX Capital Management, which he joined in April, 2009. From 2006-2008, he was Managing Director, Head of Municipal Trading, Distribution and Risk at UBS Securities, and was a member of the firm’s Global Fixed Income Risk Committee. From 2001 until 2006, Mr. [Name 1] worked at JP Morgan Securities, eventually serving as Head of Proprietary and Structured Product Municipal Trading. Mr. [Name 1] began his career at Prudential Securities in 1995. He holds a BA from the University of Maryland.

Mr. [Name 2] is a General Partner and Senior Portfolio Manager of the Company. Prior to the formation of the Company, he was Head of Municipal Trading at XXX Capital Management, which he joined in May of 2009. Previously, he was Managing Director, Head of Municipal Proprietary Trading at UBS Securities from 2007-08. From 1996 through 2007, Mr. [Name 2] was Senior Vice President, Head of Municipal Proprietary Trading at Morgan Stanley. During the years 1985 through 1995, as Vice President, Head of Municipal Trading at Lazard Frères & Co, Mr. [Name 2] founded one of the first proprietary trading desks in the municipal bond industry. Mr. [Name 2] began his career in 1980 at Bevill, Bresler and Schulman, Inc., in Newark, NJ. He holds a BS from Fairleigh Dickinson University in Teaneck, NJ.

3. Who is the key principal(s)? [Name 1] and [Name 2] (the “Principals”)

4. How many investment professionals (portfolio managers, analysts, etc.) are in the Company and what due diligence was carried out prior to their appointment?

The Company engages five independent contractors as traders: [Name 3], 22 years experience, [Name 10], 11 years, [Name 11], 13years and [Name 12], 11 years [Name 7] is the desk analyst. The company also employs [Name] as the Chief Administrative Officer & Chief Compliance Officer and [Name] as the Head of Operations & Technology. All investment professionals are subject to a background check including employer reference check.

5. Please enclose an organization chart depicting the names, titles, and functional areas for all employees.

See Attachment

6. What has been the turnover rate among investment personnel?

None

7. Where are the accounts maintained? The Funds’ accounts are maintained at Wells Fargo, two of the SMAs are maintained at ICBC (Industrial and Commercial Bank of China) and one of the SMAs is maintained at Wells Fargo.

8. Are outside representatives or consultants used for any activities? If so, give details:

Orical LLC is our compliance consultant.

9. Do you have any strategic or material third-party relationships (e.g., seeding arrangement) with another investment manager?

We have a strategic relationship with XXX Capital Management (“XXX”) and manage an SMA on their behalf. XXX provides us with office space and technology at advantageous rates.

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10. Please give a brief overview of your structure and ownership, including each fund, managed account, management entities and carry vehicles.

[Fund Name] Capital Management LP is the Investment Manager of the Funds. [Fund Name] Capital Management GP LLC is the GP of the Investment Manager. [Fund Name] Capital GP LLC is the GP of the Onshore Feeder and the Master Fund. In addition to the Funds, the Investment Manager also manages three SMAs. [Name 1] and [Name 2] are the owners and principals of all the [Fund Name] entities.

E. RISK MANAGEMENT

1. Discuss position concentration (e.g., industries, countries) and stop-loss limits and their management:

We monitor concentration daily. If we have a large concentrated position it is typically more liquid and held for a relatively short period of time. We actively monitor PnL and each position daily. There are no stop loss limits.

2. How do you adjust your risk capital allocation when there is a significant increase in equity due to trading profits?

New capital is allocated at the discretion of the Senior Portfolio Managers dependent on performance and opportunity.

3. Do you use an external risk monitor? If so, who and why that particular one?

We have a risk committee comprised of the Senior Portfolio Managers and an external risk expert, [Risk Name]. Ms. [Risk Name] consistently monitors our risk using VaR and exposure reports. Ms. [Risk Name] is the CRO of XXX and is also an investor in the Onshore Feeder.

4. How do you measure liquidity of positions?

We are active participants in the market and view liquidity as the time frame and price concession within which a position can be liquidated. We analyze recent transactions in securities of similar ratings/obligors/maturities/coupons, and gauge the market. Experience and a keen understanding of the market’s appetite for certain credits and structures is a key component in this evaluation.

5. Who is responsible for risk management? [Name 1] and [Name 2] share joint responsibility for risk management.

6. Please describe the mechanisms used to assess tail risk, e.g., stress tests? The portfolio is VaR and stress tested.

F. OPERATIONAL RISK

1. How does the Company define operational risk?

Operational risks are associated with both the internal and external operations of the Funds. Internally, operational risks are monitored via daily reconciliation of cash, positions and P&L, trade blotter review, and monitoring of the Funds’ Administrator’s calculations and cash controls. External operational risks relate to our service providers and include their regulatory status, financial controls, business continuity plans and cyber security.

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2. Does the Company have an operational risk management framework? Does the framework consider how the Company identifies, assesses, monitors and controls operational risks?

The Company has an operational risk management framework. The Principals engaged best in class brands as outside service providers to provide best practices and mitigate operational risk. Constant contact with our providers enables us to monitor their efforts and to help identify internal operational risks. The Principals are hands on in managing the daily operations of the trading desk and its functions.

3. Who is responsible for implementing the operational risk framework? Are there clear lines of responsibility across senior management?

The Principals are responsible for implementing the operational risk framework with clear lines of responsibility. Both Principals have specific roles in assessing and monitoring risk and act as a backup to each other, giving each an overall view of the daily operations.

4. How does the Company ensure that employees understand their responsibilities for implementing the operational risk framework?

Clear operational duties are assigned and the Principals are intimately involved in managing the operations.

G. OPERATIONAL RISK FOR OUTSOURCED FUNCTIONS

1. What due diligence process does the Company perform prior to the appointment of an outsourced service provider?

We check all available public sources of data on our outsourced service providers. We are in continuous contact with our Prime Broker, Administrator, Compliance Consultant and Auditor. We discuss with them on a periodic basis their operational controls.

2. Are service level agreements in place between the Company and its outsourced service providers? If so, how does the Company monitor services against the prescribed standards?

Pursuant to a Services Agreement between the Investment Manager & XXX, XXX provides information technology, payroll services and bookkeeping and office services. Best in class service providers with “best practice” at Wells Fargo, U.S. Bancorp and Eisner Amper LLP. [Fund Name] is in constant contact with these service providers.

3. What ongoing assurance does the firm perform over the effectiveness of the controls at outsourced service providers?

[Fund Name] believes it is using best in class service providers with effective controls -U.S. Bancorp (Administrator), Wells Fargo (Prime Broker), Eisner Amper LLC (Tax & Audit). We ask for updated SOC or SS-AE 16 Type II’s where available.

II. INVESTMENT RESEARCH 1. What outside sources are used? We use standard sell side research.

2. What proportion of research is generated internally?

We generally do our own research to formulate trade ideas.

3. Describe the typical flow of an investment idea from inception to a trading position:

We evaluate each opportunity against the interest rate and credit cycle to mitigate risk. We then assess potential trades against the existing portfolio for risk and diversification. We leverage our longstanding relationships in the broker-dealer community. We use our proprietary quantitative models and combine a top-down view of the greater fixed income markets with bottom up expertise in the Municipal market. We execute the transaction and create a dynamic portfolio.

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III. EXECUTION AND TRADING 1. Describe the duties and functions of the

members of the trade execution group: The two Senior Portfolio Managers and the three traders execute trades depending on the sector, tenor, structure and size.

2. Who is authorized to place orders on behalf of the Fund? Is there clear separation of functions between front and back office?

All trading personnel and the assistants can place orders on behalf of the Funds. The Prime Broker and Administrator function as our back office.

3. How are executed trades allocated to accounts? Please explain in detail, particularly with respect to split fills:

The trades for newly established positions that are suitable for multiple Clients are generally allocated pro rata on a best-efforts basis according to a pre-determined split established at the beginning of each calendar month. That split is based on notional amounts invested in each account multiplied by the account’s desired leverage and other relevant factors. Subsequent trades for an existing position are generally done on a best-efforts proportional split across the accounts based on the current position sizes for each account in the traded security. Trades that fall outside this split, e.g. due to a minimum bond denomination or a partial execution of an order, are documented in an exception report. [Fund Name] may allocate certain investment opportunities in a manner other than pro rata but will strive to allocate trades and investment opportunities in a manner that is fair and equitable to all Clients over time. For example, from time to time [Fund Name] may seek to develop new trading strategies, which may not be allocated to all accounts until they have established a profitable track record.

4. Does the manager undertake any cross trades or netting and if so, what procedures are utilized?

We have not done any cross trades. The General Partner, the Investment Manager and any of their respective affiliates may engage in “client cross” transactions.

5. What is the Company’s policy with respect to trading and system errors? Please explain in detail:

Any trade or system error is noted in an exceptions report.

6. Have there been any major “trade breaks”? If so, please describe.

We have not had any major “trade breaks”.

7. Are trades reconciled to broker confirmations? How often?

Yes, daily.

8. Are cash positions reconciled? How often? Yes, daily.

9. Does the Company make use of “soft dollars”?

No.

10. Does the Company or advisor have any relationship which may affect its trading flexibility, e.g., associated broker / dealer?

We do not have any associated broker-dealers.

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IV. COMPLIANCE 1. Who is responsible for compliance in

the Company? [CCO Name] is the firm’s Chief Compliance Officer.

2. Does the Company maintain a written compliance manual?

The company has a written compliance manual and a Code of Ethics (the “Code”).

3. What is the Company’s policy with respect to personal trading accounts:

To the extent that [Fund Name] or its related persons invest in the same securities that [Fund Name] or a related person recommends to a Client, such practices present a conflict where, [Fund Name] or its related person is in a position to trade in a manner that could adversely affect a Client. In addition to affecting [Fund Name]’s or its related person’s objectivity, these practices by [Fund Name] or its related persons may also harm a Client by adversely affecting the price at which the Client’s trades are executed. [Fund Name] has adopted the following procedures in an effort to minimize such conflicts: [Fund Name] requires its related persons to hold all trades in reportable securities in their personal accounts for a minimum of thirty days from the most recent transaction date in those securities. [Fund Name] also requires its related persons to pre-clear all transactions in initial public offerings and investment opportunities of limited availability with the Chief Compliance Officer or his delegate, who may deny permission to execute the transaction. In addition, the Code prohibits [Fund Name] or its related persons from executing personal securities transactions securities on a restricted securities list maintained by the Chief Compliance Officer. All related persons to [Fund Name] are also required to and a quarterly certification of such transactions. Trading in employee accounts will be monitored by the Chief Compliance Officer and compared with transactions for the Client accounts and reviewed against the restricted securities list.

4. Is there a restricted list? How many restricted lists are maintained?

[Fund Name] has a restricted list. In addition, as a result of [Fund Name]’s relationship with XXX, [Fund Name] may be subject to certain laws, regulations or policies, including XXX’s restricted securities list, which may limit the amount of a particular security that [Fund Name] may purchase or sell for its Clients or may affect the timing of such purchase or sale.

5. Does the Company have a Code of Ethics? [Fund Name] has adopted a Code that obligates [Fund Name] and its related persons to put the interests of the Clients before their own interests and to act honestly and fairly in all respects in their dealings with the Clients. All of [Fund Name]’s personnel are also required to comply with applicable federal securities laws.

6. Has the Company or its principals ever been the subject of any action or warnings from a regulatory body?

Neither the Company nor its Principals have been subject to any action or warnings from a regulatory body.

7. Has any application to a regulatory body on behalf of the Company ever been withdrawn?

The Company has never withdrawn an application to a regulatory body.

8. Do any of the Company’s principals have other business involvement?

The Company’s Principals are partners in XXX.

9. Has an employee of the Company ever been refused authorization or had it withdrawn?

No.

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V. LEGAL 1. Are there or have there in the last 10 years,

been any criminal, civil, regulatory or administrative proceedings against (i) the Company, the Investment Manager, the GP or principals, employees or affiliates or (ii) any Fund or any of its directors, or any similar such matters including reparations, arbitrations and negotiated settlements?

There have not been any criminal, civil, or regulatory or administrative proceedings against the Company, Principals, or employees. In addition the Funds have not had any matters regarding reparations, arbitrations and negotiated settlements.

VI. ANTI-MONEY LAUNDERING POLICY 1. Confirm that the Company has established

Anti-money Laundering (“AML”) procedures.

We have AML procedures in place with our administrator U.S. Bancorp. We are also evaluating the recent proposal from FinCEN concerning registered investment advisers.

2. Please advise which jurisdiction’s regulations you comply with.

We are registered as investment advisor with the SEC and as a CPO with the CFTC.

VII. BUSINESS CONTINUITY AND TECHNOLOGY 1. What contingency plans do you have in

place? We have a business continuity plan utilizing XXX systems provided in our service agreement.

2. When was the business continuity plan last tested? Please describe the scope of the test conducted, those involved in the test, a brief summary of the key findings, a list of any necessary remedial actions and confirmation that all remedial actions have been completed.

We have an annual compliance review that encompasses the business continuity test.

3. Has the organization considered the impact of lack of continuity in the service provided by outsourced service providers? Please describe how the organization would respond to a service provider being unable to provide a critical service to the organization or the funds/accounts it manages.

We are able to access our Bloomberg order management system and trade with our counterparties if our outside service providers cannot provide a critical service. We can utilize Bloomberg anywhere there is internet access.

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4. Describe your information technology infrastructure?

Most of our technology is in-house with added support from our service provider. The support typically comes in the form of automated downloads/drop-copy and server space/backups. Our order management system is Bloomberg AIM. We use outside trading systems such as Tradeweb and the MuniCenter. In addition, we have built in-house a multitude of models and position tools. We consistently back up the data and all team members have access.

VIII. FUND INFORMATION AND STRUCTURE A. FUND DETAILS

1. Currency of participation interests: USD

2. Date of inception: Onshore Feeder: 8/15/2014 Offshore Feeder: 5/1/2016 Master Fund: 5/1/2016

3. Describe the Funds’ ownership structure. [Fund Name] Capital GP LLC is an owner of the Onshore Feeder and the Master Fund. The Onshore Feeder and the Offshore Feeder invest all or substantially all of their assets in the Master Fund. The Limited Partners are owners of the Onshore Feeder and the Offshore Feeder.

4. Funds Structure: Onshore Feeder; Delaware limited partnership Offshore Feeder: Exempted company incorporated with limited liability under Companies Law (as amended) of the Cayman Islands Master Fund: a Cayman Islands exempted limited partnership

5. Legal Entity: Onshore Feeder: [Fund Name] Credit Fund LP Offshore Feeder: [Fund Name] Credit Fund, Ltd. Master Fund: [Fund Name] Credit Master Fund, L.P.

6. Domicile: Onshore Feeder: Delaware, USA Offshore Feeder: Cayman Islands Master Fund: Cayman Islands

B. FEES

1. Management fee: The Investment Manager is entitled to receive from the Funds a management fee (the “Management Fee”), payable quarterly in advance, equal to 2.00% per annum (0.50% per quarter) of the Capital Account balances of the investors as of the close of business on the last Business Day of the immediately preceding quarter.

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2. Incentive fee (or performance allocation, preferential dividend, etc.):

At the close of each Performance Period (as defined below), the General Partner (or a designee thereof) will be entitled to a performance allocation from the Funds with respect to each Capital Account of an investor (the “Performance Allocation”) equal to 20% of the amount by which the positive Performance Change (as defined below) with respect to such Capital Account for such Performance Period, if any, exceeds any positive balance in such Capital Account’s carry forward Account.

3. Hurdle rate / high water mark: Perpetual High Water mark

4. Sales fee: The Funds may enter into agreements with placement agents (which may be affiliates of the General Partner) providing for a payment from an investor’s funds to the particular placement agent of a fully disclosed sales charge. Additionally, the General Partner (or an affiliate thereof) may agree to pay a placement agent a one-time or ongoing fee based upon the value of the interests of an investor introduced to the Funds by the agent.

5. Redemption fee: N/A

6. Any other fees: N/A

7. What costs, if any, are recharged to the Fund?

The Funds will bear all costs and expenses associated with the organization of the Funds and the offering of Interests, including, without limitation, legal and accounting fees, printing costs, travel, governmental and regulatory filing fees and expenses and out-of-pocket expenses (the “Organizational Costs”).

8. Do you ever share fees with a third party? We share fees with on the investor accounts they bring into the Funds.

9. Have any investors been granted rebates? No investors have been granted rebates.

10. Disclose any soft dollar / soft commission agreement(s):

We do not participate in any soft dollar/ soft commission agreements.

C. SUBSCRIPTIONS

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1. Are the Funds open to new subscriptions and, if so, when can new subscriptions be made and how much notice is required?

Yes, the Funds are open to subscriptions. Subscriptions are accepted on the first business day of each month or at such other times as determined by the Company or the General Partner in its sole discretion.

2. What is the minimum initial subscription amount and are subscription fees charged?

The minimum initial subscription amount is $1,000,000, but subject to [Fund Name]’s discretion to accept lesser amounts. No subscription fees are charged.

3. What is the minimum amount for any subsequent subscription?

Subsequent subscriptions are subjected to the same general investment amount minimum of at least $1,000,000.

4. Are certain share classes available in different currencies or unavailable to some investors? List the terms for different classes and note whether they are currently open for subscription.

Subscriptions are for limited partnership interests of the Onshore Feeder and shares of the Offshore Feeder. The Funds currently offer only one class of interests, but reserve the right to create additional classes in the future that may have different terms and conditions.

D. REDEMPTIONS, GATES AND LIQUIDITY 1. Describe the terms of any lock-up period and

whether it applies to all investors. For the current and only class of interest, there is no lock-up period. In addition we do have side agreements with some investors who have agreed to lock up their capital in exchange for reduced fees.

2. Describe the methodology used to process redemptions where there are multiple subscriptions from a particular investor, some or all of which are within the lock-up period.

The lock-up period is not applicable.

3. When can investors redeem and how much notice is required?

Investors can redeem all or a portion of their interest as of the close of business day on the last business day of any calendar quarter, or any other date determined by the Company or the General Partner in its sole discretion. A notice of any redemption must be given in writing to the Company or the General Partner, as applicable, at least 30 days prior to the proposed redemption date.

4. Has the redemption notice period ever been waived or changed and, if so, under what circumstances?

The redemption notice period has never been changed or waived. However, the Company or the General Partner may waive such notice requirement in its sole discretion.

5. Under what circumstances can redemptions be suspended and which party or entity has the right to suspend redemptions?

The GP (in the case of the Onshore Feeder) and the Board of Directors (“BOD”) (in the case of the Offshore Feeder) is authorized to suspend any redemption if it determines that such a suspension is warranted by certain extraordinary circumstances or would otherwise be in the best interests of the relevant Fund.

6. Detail any times when redemptions have been suspended and include background as to why it was necessary.

Redemptions have never been suspended in the past.

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7. Describe how and when redemption proceeds are paid, whether interest is paid on redemption proceeds and, if so, how it is calculated.

Partial withdrawals normally will be settled within 30 days after the redemption date (without interest). In the case of redemptions of at least 90% of the balance interest in a capital account, the Funds will release at least 90% of the estimated amount due within 30 days after the redemption Date (without interest); provided, that, the Funds may delay such payment if such delay is reasonably necessary to prevent such withdrawal from having an adverse impact on the Funds. Any balance will be settled promptly following completion of the audit of the Funds’ financial statements for the year (without interest). Redemption proceeds will be made in cash or, subject to the sole discretion of the GP or the BOD, where applicable, wholly or partially in cash and/or securities or other assets of the Partnership (see response to question 8 below for additional details).

8. Do the Funds have the right to redeem “in kind”? If so, please describe under what circumstances “in kind”redemption might be considered, the types of asset which might be delivered, the valuation policy and how the process would be managed.

Yes, the Funds have the right to make redemptions “in kind”. Redemption proceeds may be made in cash or, subject to the sole discretion of the GP or BOD, wholly or partially in cash and/or securities or other assets of the Funds, including, without limitation, interests in a special purpose vehicle, liquidating trust or similar entity established in connection with a redemption request.

9. Have the Funds ever redeemed “in kind”? If so, please describe the background circumstances and the type of assets distributed.

The Funds have never redeemed with “in kind” assets.

10. Describe any fund-level gates, the way in which the gate level is determined, the circumstances under which the gate would be applied and the treatment of any requested redemption amount in excess of the gate.

There are no explicit fund-level gate provisions.

11. Which party or entity has the right to operate or waive the operation of the gate?

The operation of the gate is not applicable.

12. Detail any times when gates have been operated on fund redemptions and include background as to why it was necessary to operate the gate.

The operation of the gate is not applicable

13. Detail any times when criteria for operating the gates have been met but the gates were not activated.

The operation of the gate is not applicable

14. Are all investors in these Funds subject to the same redemption and liquidity terms? If not, please explain by type or category of investors and detail how these arrangements are documented.

All investors are generally subject to the same redemption and liquidity terms, but these terms may be determined otherwise by the Company or the General Partner, at its sole discretion.

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15. Do the Funds have the right to create “side pockets”or similar? If so, under which circumstances would such creation be considered, which party or entity would make this decision, which assets might be transferred to the new vehicle and what management of incentive fees would be charged?

The liquidity of the assets that the investment manager invests in generally does not require the operation of a “side pocket”.

16. Have the Fundsever created a side pocket or similar? If so, please describe the background circumstances, the type and amount of assets transferred, the fees charged and for how long it was operated?

The Funds have never created a side pocket.

17. Describe the accounting and reporting policy for the residual fund, new vehicle and composite.

The accounting and reporting policy related to the operation of a side pocket is not applicable.

E. FUND DIRECTORS

1. Please list the number of Fund directors, their names, the degree of relationship with investment manager and service providers and the duration of the Company’s professional relationship with each director:

Onshore Feeder: N/A

Offshore Feeder: There are currently three Directors, as follows: [Name 1], [BoD1 Name] and [BoD2 Name] (for full bios please refer to the PPM).

On April 4, 2016 [Name 1] was appointed as the first Director of the Company. On April 25, 2016 [BoD1 Name] and [BoD2 Name] were appointed as additional Directors of the Company.

[Name 1] is a managing member of [Fund Name] Capital GP LLC.

All administrative and investment affairs of the Offshore Feeder are overseen by its BOD, although the day-to-day management and administration of the Offshore Feeder is carried out by the Investment Manager and the Administrator, respectively.

2. Does the Fund indemnify the directors? Please detail any indemnity provided.

The Articles of Association provide that every Director or other officer of the Offshore Feeder shall be indemnified and held harmless out of the assets of the Offshore Feeder against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Offshore Feeder’s business affairs. No Director or other office of the Offshore Feeder shall be liable for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such person’s office or in relation thereto, unless any of the same shall happen through such person’s own dishonesty, willful default or fraud.

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3. Board Meetings: a) How often does the Fund's board meet? B) How many directors are required for the board to be quorate? C) Where are board meetings held? D) Which reports or matters are considered or reviewed by the directors at each board meeting? E) Does the board consider reports or take advice from third parties? F) Please attach an agenda and minutes from the most recent board meeting.

The BOD will meet at least once per year.

A quorum of the BOD will consist of three directors.

Board meetings may be held in New York, Cayman Islands or by telephone.

The BOD will consider those matters required by law, those matters standard for the industry matters of concern to the Company and will periodically review matters related to financial reporting, valuation, conflicts and regulatory issues.

F. FUND ADMINISTRATOR

1. Details: U.S. Bancorp Fund Services, LLC, is the administrator of the Funds (the “Administrator”). The Administrator provides various accounting and administrative services to the Funds. Pursuant to the administration agreement by and among the Administrator, the Funds and the Investment Manager (the “Administration Agreement”), the Administrator is responsible for, among other things: (i) generally performing all actions related to the processing of subscriptions and transfers of Interests and limited partnership interests of the Funds and the safe-keeping of certificates therefor, if any; (ii) disseminating the aggregate Capital Account balances of the Limited Partners and the capital account balances of the limited partners of the Funds in accordance with their respective governing documents; (iii) performing all acts related to the processing of the withdrawal of Interests and the withdrawal of limited partnership interests in the Funds; (iv) keeping such books and records as are required by law or otherwise required for the proper conduct of the affairs of the Funds; and (v) performing all other services necessary in connection with the administration of the Funds.

2. Duration of the Company’s professional relationship with the administrator.

Since the Onshore Feeder’s inception on 8/15/2014.

3. Has the administrator obtained a SAE 16 Type II?

They have an SOC II report.

G. FUND PRICING

1. Who is responsible for obtaining valuations and how are any difficult-to-price assets or instruments priced?

The Administrator. U.S. Bancorp Fund Services, LLC is responsible for obtaining valuation information and evaluations. Difficult-to-price assets or instruments such as MMD Rate Locks, CDS, Interest Rate Swaps, and Swaptions are priced based on valuation statements provided by the broker counterparty.

2. Do the Funds take positions in any non- traditional instruments such as re-insurance, underwriting and bridging?

No, the Funds do not take positions in re-insurance, underwriting or bridging.

3. Are at least three independent prices available for non-exchange traded investments?

No

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4. Please list the sources and methodology of valuation for instruments that have limited liquidity or are non-exchange traded?

Pricing sources: a) International Data Corporation (IDC) is used to price OTC fixed income products such as Municipals, Corporates, Preferred, Convertibles, and Emerging Market Sovereign Bonds. b) Bloomberg is used for OTC Equity and FX products c) Broker counterparty valuation statements are used to price derivative products such as MMD Rate Locks, CDS, Interest Rate Swaps, and Swaptions.

5. Are any investments (as examples: trade finance, private placements, private equity, highly structured credit instruments, insurance, mezzanine loans, warrants or options) priced using a yield-to-maturity, quantitative model, or other non-market traded

No

6. Please describe how the Funds ensure that the Funds’ administrator obtains and verifies independent third party valuations for these investments?

The Administrator independently contracts with IDC to obtain pricing information for bonds. For derivative products listed under response 4b, the original valuation statements provided by the broker counterparty are forwarded to the Fund Administrator.

H. PRIME BROKER

1. Details: Wells Fargo Prime Services

2. Duration of your professional relationship: We have been using Wells Fargo Prime Services since 10.1.2015

3. Are the assets held in the name of the Funds? If not, please explain:

The assets are held in the name of [Fund Name] Credit Master Fund, L.P.

4. Do you use multiple prime brokers? If so, please give details:

No

5. Does the Company or any affiliate ever take “custody” of client assets? If not, who is the custodian?

All assets held at Wells Fargo Securities, LLC.

6. Which other services offered by the prime broker do you or have you utilized?

N/A

7. Have ongoing due diligence visits been conducted?

We are in consistent contact with our Prime Broker.

I. CUSTODIAN AND CUSTODY

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1. Name of Custodian Wells Fargo Securities, LLC.

2. Describe the types of asset held in custody by this custodian.

The custodian will hold all cash and securities.

3. Provide a copy of the custody agreement with any fee schedule. If this is not possible, please a summary of key terms including fee scales.

N/A

4. Describe the segregation status of the Fund's assets at the custodian.

All assets are held in the name of [Fund Name] Credit Master Fund, L.P.

5. Does the custodian have a security interest in the assets of the Fund and, if so, what form of security interest does it have and is it limited in any way?

No.

6. Are any custody functions delegated to any other custodian? I f so, please provide details.

No

J. AUDITOR

1. Details: Onshore Feeder: Eisner Amper LLP Offshore Feeder: Eisner Amper (US) Cayman Ltd Master Fund: Eisner Amper (US) Cayman Ltd

2. Duration of the Company’s professional relationship with the auditor:

Onshore Feeder: Since inception in 2014 Offshore Feeder: Since May 1, 2016 Master Fund: Since May 1, 2016

3. Confirm that the auditor is in good standing in its domicile / jurisdiction.

Eisner Amper LLP is in good standing Eisner Amper (US) Cayman Ltd is in good standing

4. Have the auditors ever issued qualified financial statements for the Funds?

The auditors issued unqualified financial statements for 2014 and 2015

5. Have ongoing due diligence visits been conducted? If so, by whom and of what frequency?

Eisner Amper LLP has met with [Fund Name] in our offices.

K. LEGAL ADVISOR(S) 1. Details: Legal Counsel – U.S.: Kramer, Levin, Naftalis and Franklin, LLP.

Florio, Scally & Leahy LLP

Legal Counsel – Cayman: Mourant Ozannes

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2. Duration of the Company’s professional relationship with the legal advisers:

U.S.: We signed our engagement letter with Kramer LLP in Dec 2015 and have used Florio, Scally & Leahy LLP since May 2014 Cayman: We signed our engagement letter with Mourant Ozannes in April 2016

L. COMPLIANCE CONSULTANT

1. Details: Orical LLC

2. Duration of the Company’s professional relationship with the compliance consultants:

Orical LLC has been our compliance consultant since May 2014.

M. GENERAL

1. Has the administrator, prime broker, custodian, lawyer or auditor been changed within the past 2 years?

We changed our executing and clearing broker in September 2015 from JP Morgan Clearing Corp. to Wells Fargo Prime Services.

N. FUND PROMOTERS

1. What external promoters, placement agents or distributors, if any, have been appointed by the Company for the Fund?

was engaged in June 2015, and that contract has been terminated as of June 2016.

IX. DATA OVERVIEW A. FUND ASSETS

1. Please list the size of the Funds’ net assets: Approximately $196,122,085 as of 10/1/2016.

2. Please provide details of investor type. E.g., type (individual, fund of funds, institutional), location, etc., and the aggregate percentage interest held by each investor type in each Fund.

The investor base is made up of individuals, family offices, institutions, foundations, banks, specialty finance and insurance companies.

3. What percentage of assets is represented by the largest investor?

The largest investor represents approximately 49% of the Master Fund’s assets.

B. CAPACITY MANAGEMENT

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1. What is the maximum capacity of the Fund? The Master Fund’s capacity is approximately $1 billion USD.

2. What is the projected time frame to reach capacity?

Approximately 5 years.

C. WITHDRAWALS

1. What were the five largest third-party withdrawals in the Fund since inception?

We have had only one withdrawal ($1,000,000) since inception.

D. MANAGEMENT TEAM’S CO-INVESTMENT

1. What is the total amount invested by the principals / management in the Fund?

Currently the investments of the Principals and traders represent approximately 3.4% of the Master Fund’s NAV.

2. How is such co-investment structured and what are the key terms?

N/A

E. PREFERENTIAL TERMS

1. Are there any side letter agreements? We had side letter agreements in return for a one year lock up, these have now expired.

F. INVESTMENT STRATEGY

1. Characterize your investment style in terms of:

• Strategy • Hedging • Market exposure • Portfolio concentration in terms of

amount of instruments and exposure bias (min / max /avg. number of instruments, min / max / avg. long or short bias)

• Geographical market focus

The Funds’ investment objective is to seek to achieve above-average returns while minimizing investment risk by opportunistically trading and investing in credit markets. Strategies to be pursued by the Funds will include relative value analysis across credit, structure, sector and duration, as well as technical and fundamental analysis . The Funds will invest primarily in municipal securities, but may also invest in corporate and sovereign debt securities. The Funds may hold both long and short positions, and will seek to mitigate risk by employing hedges which may include the use of derivatives.

The Funds have the power to borrow, and may do so when deemed appropriate by the Company or the General Partner, including to enhance returns and manage cash flow. The current geographical focus is in the US. The focus is on total return.

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2. Describe your strategy (in as much detail as possible):

The investment strategy pursued by the Funds includes relative value analysis across credit, structure, sector and duration, as well as technical and fundamental analysis. The Funds will invest in municipal, corporate and sovereign debt securities, may hold both long and short positions, and seek to mitigate risk by employing hedges which may include the use of derivatives.

3. What is your investment / trading philosophy?

The Senior Portfolio Managers are responsible for implementing the investment strategy and monitoring the Funds’ investment risk. The Senior Portfolio Managers are active each day analyzing trade data, investment flows, credit developments and issuance patterns to uncover mispriced securities. They actively manage interest rate and credit risk, and seek to maintain a high level of liquidity in their portfolio. The Senior Portfolio Managers’ combined skill set creates continuity in idea generation and trade execution, and creates cohesive investment themes for the portfolio.

4. Do you believe that there are persistent structural inefficiencies in the area you invest in? Please explain. How do you think these market inefficiencies will change over time?

The Funds seek to produce absolute returns by opportunistically trading in credit markets, primarily in both the taxable and tax-exempt municipal bond markets in the United States. These markets, while significant in size, offer inefficiencies due to lack of liquidity stemming from their long-only nature and extreme fragmentation. With recent changes in the financial industry, less broker dealer capacity is available in the market, and the Fund seeks to take advantage of this dynamic.

5. What makes the strategy unique? The Investment Manager employs an active trading strategy coupled with strict risk management, and utilizes the combined fifty years of experience of its Senior Portfolio Managers to analyze and assess credit instruments and market conditions. The Investment Manager seeks to capitalize on market imbalances and disruptions, as well as other mispriced opportunities, primarily in, but not limited to, investment grade securities throughout the yield curve. This is done through fundamental analysis of the interest rate markets coupled with specific credit and technical studies of the municipal bond market.

6. Describe your strategy for today’s market: The Investment Manager expects that the credit markets, particularly the municipal bond market, with its regional differences in credit and tax exemption, coupled with a primarily retail distribution base and constrained capital commitment from broker dealers, should continue to offer opportunities for absolute returns.

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7. In which markets do you believe your strategy performs best / worst? (Give examples of time periods):

Initially, it is expected that a significant majority of the Funds’ portfolio will be invested in taxable and tax-exempt municipal bonds. However, the Investment Manager, in managing the Funds’ assets, follows an investment strategy that is opportunistic. Consistent with this approach, the Investment Manager does not establish fixed guidelines regarding instruments in which the Funds will invest and at any given time, the Funds’ assets could be concentrated in other securities or asset classes that the Investment Manager believes offer an optimal opportunity for capital appreciation.

8. What is your average holding period for:

• All investments? • Profitable investments? • Losing investments?

These opportunities may last from several days to several months, and the Fund should not be viewed as a long-term portfolio of tax- exempt income producing instruments, but rather as a strategic investor of capital in inefficient markets. The Investment Manager’s average holding period for positions may be a week or less, and at times the Fund may have a substantial portion of its assets in cash.

9. What investment criteria must new positions meet?

The Investment Manager may modify these guidelines or adopt additional investment policies from time to time; provided, that, such modified or additional policies do not add disproportionate risk to the Funds in light of market conditions, potential expected returns, and trading tactics utilized.

10. How do you invest new capital into the market?

The investment strategy pursued by the Funds will include relative value analysis across credit, structure, sector and duration, as well as technical and fundamental analysis. We would gradually deploy new capital as opportunities arise in the market.

11. Have the strategy or trading processes changed over time due to capital flows?

No

12. Have you encountered position limit problems? If yes, please explain:

No

13. What is the percentage of assets in non- exchange traded instruments? How long do you expect it would take to liquidate these assets under normal circumstances?

The Funds have a large percentage of its assets in OTC products such as Municipal and Corporate Bonds. Under normal market conditions, the majority of the portfolio could be liquidated in approximately two weeks. Less liquid positions may take significantly longer.

G. PORTFOLIO CONSTRUCTION & EXPOSURE

1. Who is responsible for managing the portfolio and how are decisions made (unanimous, majority, individual)?

The Senior Portfolio Managers are responsible for implementing the investment strategy and monitoring the Funds’ investment risk.

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2. Describe how capital is allocated to a particular strategy.

Capital is allocated by the Principals discretion dependent on market opportunities across all strategies

3. To what extent is the portfolio construction dependent on computer models?

The portfolio is not dependent on computer models.

X. RISK A. LIQUIDITY

1. Discuss the nature of illiquid holdings in the Fund and explain how they are valued:

We currently do not have any illiquid holdings.

2. How much of the Fund can be invested in illiquid investments?

In seeking to achieve its investment objective, the Funds may invest in a wide range of financial instruments, including, without limitation: investment grade and high yield bonds; municipal and sovereign securities; distressed securities; leveraged loans; secured bank debt (first and second lien); subordinate bank debt; mezzanine securities; equity securities (including the equities of public and private issuers, listed and unlisted equities, U.S. and non-U.S. equities, ADRs and preferred stock); convertible securities; collateralized obligations (such as collateralized loan obligations (“CLOs”), collateralized bond obligations (“CBOs”) and collateralized debt obligations (“CDOs”)); options; warrants; when- issued securities; leases; and credit and other derivatives, such as swaps, forward contracts and futures. Investments may also include performing and non-performing real estate assets, including mortgage loans and mortgage-backed securities and asset-backed securities as well as other assets, businesses or other types of financial claims that the Investment Manager perceives as compelling investment prospects. The Funds may also participate in the origination of loans. There are no limitations on the types of assets, securities, futures or other financial instruments or jurisdictions in which the Funds may invest in seeking to achieve its objective or on the percentage of its assets that may be invested in any single type of asset, security, investment or jurisdiction.

B. COUNTERPARTIES & FINANCING

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1. Names of all counterparties and net credit counterparty risk:

• Prime Brokers and affiliates who are providing financing or services

• Derivative Counterparties (Swaps,

Futures, Options, etc.)

The Funds’ prime broker is Wells Fargo and the Funds have counter party exposure to XXX Capital Management on back to back derivative swaps with BAML and Citigroup. In addition we have a future’s account with ADMIS.

2. Type of Account at Prime Broker or other financing source?

• Regulation T, Portfolio Margining, Enhanced / Arranged or Direct?

We have a Portfolio Margining account with the Prime Broker,

3. Derivatives

• Types (OTC and Listed, swaps, futures, options, etc.)

• Discuss terms of any ISDAs

We generally will transact in SIFMA interest rate swaps and MMD rate locks,

4. Who custodies your cash and securities?

• Location and entity (list the percentage of your assets held by each entity)

Wells Fargo

5. Collateral Management

• How frequently does your counterparty mark your positions?

Wells Fargo provides nighty margin reports,

6. Leverage

• Are you currently running a debit or credit with your prime broker?

We generally use leverage in the Funds.

7. What are your financing counterparties’ termination rights? What are your typical notice periods for termination under your counterparty documentation?

Wells Fargo will give [Fund Name] a 30-day notice before terminating.

8. What rights do your counterparties have over your assets?

• What are the prime brokers’ rehypothecation rights with respect to your assets? What percentage of net equity is rehypothecated? Are there any restrictions?

• Are your assets subject to a lien by

your prime broker?

The Prime Broker has the right to re-hypothecate the collateral.

Yes.

D. DIVERSIFICATION

1. Discuss the depth of diversification: The Funds’ investment portfolio may not necessarily be widely diversified. The portfolio may be subject to more rapid changes in value than would be the case if the Fund were required to maintain a wide diversification among different types of regions, markets and/or securities and other instruments.

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2. How do you calculate the correlation between each investment in the portfolio?

We have proprietary models that run correlations with tax exempt bonds versus Libor, US Treasuries, and SIFMA swaps.

XI. INVESTOR SERVICE / REPORTING 1. Are all prices provided by independent

service providers? Yes the derivative swaps marks are provided by the counterparty banks

2. Does the investment manager ever provide any instrument prices / NAV calculations?

No the manager does not provide any instrument prices

3. Who calculates the NAV and what is the frequency of calculation?

U.S. Bancorp Fund Services (administrator) calculates the NAV on a monthly basis

4. Do you make any adjustments to the NAV valuation received from your source?

We do not make any adjustments once we have reviewed the marks prior to the NAV valuation

5. What investor communication is provided? The investor receives a monthly NAV from the administrator and [Fund Name] Capital Management sends a quarterly letter to investors.

XII. INSURANCE

1. Outline insurance held for the following areas: •Directors’ & Officers’ Liability:

a) for the funds; b) for the management companies;

•Professional indemnity or Errors and Omissions; •Crime (employee fidelity/third party fraud); •Key Person Insurance; For each area of risk insured,

please provide the name of the insurer, the insurer’s rating, the level of cover purchased, the renewal date of the policy and any key exclusions or non-standard terms.

We do not currently have any D&O Insurance.