Bastion Management II LLC

ITEM 5 | Fees and Compensation
The fees applicable to each Fund are set forth in detail in each Fund’s operating documents. The Firm or its designee is
entitled to receive a management fee (the “Fund Management Fee”). The Fund Management Fee is calculated as a
percentage of assets under management, a percentage of contributed capital, or a percentage of net invested capital, in
each case as more fully described in the relevant Fund’s operative documents. The Firm, or an affiliate of the Firm, is
entitled to receive a performance fee (the “Incentive Fee Payment”) from each Fund subject to the terms described in
each Fund’s operative documents.

With respect to the SMA, Bastion receives a management fee payable quarterly in arrears, calculated at an annualized
rate of one and one-half percent (1.5%) of the SMA’s net invested capital (the “SMA Management Fee”). Bastion is also
entitled to receive incentive compensation from the SMA as described in the SMA’s investment management agreement.
The Management Fee payable by the Funds is deducted from the assets of the Funds and paid to the Firm. The
Management Fee payable by the SMA is paid by the SMA to the Firm. The Incentive Fee Payment is distributed by the
Fund to an affiliate of the Firm. Bastion’s Incentive Fee Payment from the SMA is distributed by the SMA to the Firm.

To the extent paid to Bastion or one or more of its affiliates by any borrower, transaction counterparty, co-lender,
syndicate member, or co-participant, servicing and monitoring fees (“Additional Fees”) will be for the benefit of Bastion or
such affiliate. The management fee will not be reduced by any Additional Fees and such Additional Fees will not be for the
benefit of the Funds. For further information, please refer to the Funds’ operating documents, and see Item 12 below for a
discussion of the Fund’s brokerage practices.

Mesirow refers to Mesirow Financial Holdings, Inc. and its divisions, subsidiaries and affiliates. The Mesirow name and logo are registered service marks of Mesirow Financial Holdings,
Inc. © 2026. All rights reserved.

Part 2A of Form ADV | Firm Brochure
Bastion Management II, LLC

Limited Negotiability of Advisory Fees
Although Bastion has established management fee schedules, it retains the discretion to negotiate alternative fees on a
case-by-case basis. Facts, circumstances and needs will be considered in determining the fee schedule. These facts,
circumstances and needs may include, among other factors, the complexity of the Client investor; assets to be placed
under management; anticipated future additional assets; related accounts; long-standing relationships that may warrant
certain loyalty discounts; portfolio style; account composition; and reporting requirements. The specific annual fee
schedule will be identified in the contract between the advisor and each Client participant.

The Firm, in its sole discretion, does, and in the future may, waive or modify the Fund Management Fee for investors that
are members, employees, or affiliates of the Firm, relatives of such persons, and for certain other investors.

Additional Fees and Expenses
Bastion or an affiliate will bear ordinary administrative costs and expenses relating to its operations. Client investors will
typically bear all the costs and expenses including but not limited to the cost of audits, tax, marketing and other reporting,
certain legal expenses and other fund-related expenses relating to the organization and operations of the Client and its
general partner as described in the governing documents relating to the Clients.

Generally, the SMA will bear and be charged with allocable transaction expenses. The obligation of the SMA to pay
allocable transaction expenses is subject to an annual cap of 0.5% of the net invested capital. Other expenses charged to
the SMA shall not exceed 30% of SMA Management Fees paid and generally includes, but is not limited to: ordinary
administrative and operating expenses, risk management expenses, legal expenses, accounting and auditing expenses,
filing costs, fees, travel expenses, and any other expenses which are directly related to the SMA.

The allocation of expenses by Bastion between it and any Client and among Clients represents a conflict of interest for the
Firm. Bastion has adopted an expense allocation policy that is designed to address this conflict. The Firm allocates
expenses to each Client in accordance with the Client's arrangements with the Firm (including applicable client
disclosures). The Firm seeks to allocate shared expenses in a fair and reasonable manner, generally pro rata among
relevant Clients and the Adviser, as applicable, as determined in good faith by Bastion.

Each Client’s operative documents also set forth the timing for the payment of management fees, which will be monthly in
arrears, quarterly in arrears, monthly in advance, or quarterly in advance as specified therein. Where management fees
are paid in advance, if the management agreement terminates during a quarter, the pro-rated portion of Fund
Management Fees received but not earned will be returned to the investors. The management fee will be prorated for any
period that is less than a full month or quarter, as applicable.

Bastion and/or its supervised persons do not accept compensation for the sale of securities or other investment products,
including asset-based sales charges or service fees from the sale of mutual funds.

In certain cases, registered representatives or producers for various Mesirow affiliates may receive finders’ fees for Client
investor referrals to Bastion or its affiliates.

Advisory Fees in General
Client participants should note that similar advisory services may (or may not) be available from other registered (or
unregistered) investment advisors for similar or lower fees.

Limited Prepayment of Fees
Under no circumstances does Bastion require or solicit payment of fees in advance of services rendered.
...

ITEM 7 | Types of Clients
Bastion provides investment advisory services to pooled investment vehicles and to one separately managed account.
Typically, the pooled investment vehicles are private investment vehicles structured as partnerships and are marketed to
high net worth investors and institutional investors. Minimum investment requirements vary by Client.

Each investor in the Funds must meet the eligibility provisions outlined in the applicable Fund’s operative documents.
Please refer to each Fund’s applicable operating documents for more complete information on the minimum investment
requirements.