Easterly Investment Partners LLC

ITEM 1 COVER PAGE Part 2A of Form ADV: Firm Brochure April 2026 Easterly Investment Partners LLC 138 Conant Street, Suite 100 Beverly, Massachusetts 01915 Telephone: (617) 231-4300 This brochure (this “Brochure”) provides information about the qualifications and business practices of Easterly Investment Partners LLC (“Easterly”). If you have any questions about the contents of this brochure, please contact Easterly at (617) 231-4300 and/or compliance@easterlyam.com The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission (the “SEC”) or by any state securities authority. Easterly is registered as an investment adviser with the SEC. Registration with the SEC or with any state securities authority does not imply a certain level of skill or training. Additional information about Easterly is available on the SEC’s website at adviserinfo.sec.gov. i  ITEM 2 MATERIAL CHANGES The following material updates have been made since the most recent brochure dated March 2025. Effective February 1, 2026, the Murphy investment team transitioned to Levin Capital Strategies LLC including all accounts and investment track records of the team. Effective February 27, 2026, the ROCMuni investment team ceased providing advisory services to Easterly Investment Partners. In the future, this Item 2 will be amended as necessary to summarize material changes that can occur from time to time to the disclosures provided in this Brochure. We will seek to ensure that Clients receive a summary of any material changes to this and subsequent Brochures within 120 days of the close of our business’ fiscal year. We will provide interim disclosures about material changes as necessary. ii  ITEM 3 TABLE OF CONTENTS ITEM 1 COVER PAGE......................................................................................................................... i ITEM 2 MATERIAL CHANGES ...................................................................................................... ii ITEM 3 TABLE OF CONTENTS ..................................................................................................... iii ITEM 4 ADVISORY BUSINESS ....................................................................................................... 1 ITEM 5 FEES AND COMPENSATION ............................................................................................ 4 ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT ..................... 8 ITEM 7 TYPES OF CLIENTS ............................................................................................................ 9 ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS .10 ITEM 9 DISCIPLINARY INFORMATION .................................................................................... 24 ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS..................... 25 ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING ........................................................................... 27 ITEM 12 BROKERAGE PRACTICES ............................................................................................. 31 ITEM 13 REVIEW OF ACCOUNTS ................................................................................................ 38 ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION ............................................ 39 ITEM 15 CUSTODY .......................................................................................................................... 41 ITEM 16 INVESTMENT DISCRETION ......................................................................................... 42 ITEM 17 VOTING CLIENT SECURITIES ..................................................................................... 43 ITEM 18 FINANCIAL INFORMATION ......................................................................................... 43 APPENDIX A – FEE INFORMATION .............................................................................................. 46 iii  iv  ITEM 4 ADVISORY BUSINESS General Description of Advisory Firm Easterly Investment Partners LLC (“Easterly”) is a limited liability company founded in 2019 and an indirect subsidiary of Easterly Asset Management L.P., a diversified financial services company. Easterly’s headquarters is located in Beverly, Massachusetts with additional offices located in New York, New York, and Sewickley, Pennsylvania. Easterly serves as an investment adviser or subadviser to private or high net worth clients, estates, pension plans, charitable foundations, endowments, corporations, private funds, mutual funds, collective investment trusts, and other entities. Management of Client Assets Easterly manages Client assets, including separately managed accounts, mutual and pooled funds, on a discretionary basis and makes recommendations for investments for Model Portfolios on a non-discretionary basis. As of February 28, 2026, Easterly’s Regulatory Assets Under Management was $ 2,161,168,297. In addition to the RAUM figure, Easterly has $ 669,869,781 in non-discretionary assets under advisement in Model Portfolios as of February 28, 2026. Total discretionary and non-discretionary assets under management and advisement as of February 28, 2026 is $ 2,831,038,078. Updated information is available from Easterly upon request. Principal Ownership Easterly is wholly owned by LE Partners Holdings LLC, a Delaware limited liability company, which is principally owned and controlled by Darrell Crate. The descriptions set forth in this Brochure of specific advisory services that Easterly offers to Clients, and investment strategies pursued, and investments made by Easterly on behalf of its Clients, should not be understood to limit in any way Easterly’s investment activities. Easterly may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Easterly considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies Easterly pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client account(s) will be achieved. General Description of Investment Advisory Services Easterly provides discretionary and non-discretionary investment advice and/or management services according to the stated investment objectives, restrictions, and policies of each Easterly investment advisory client. Easterly’s clients consist of separately managed accounts (“Separately Managed Accounts” or “SMAs”) structured as dual contract accounts or single contract accounts (wrap fee programs), model portfolios/ unified managed accounts (“Model Portfolios”), funds that are registered investment companies under the Investment Company Act of 1940 (the “Investment Company Act”) in some cases that are sponsored by another manager (the “Registered Funds,” “Mutual Funds” or the “Sub-Advised Funds”), and private funds (each, a “Private Fund”) (each, a “Client” of Easterly and together, “Clients” of Easterly). Easterly enters into a written investment management agreement with each of its Clients. Easterly maintains full power and authority to supervise and may make investment decisions on behalf of each Separately Managed Account, Mutual Fund Sub-Advised Fund and the Private Funds (each sometimes also referred to as a “Managed Account” or collectively as, “Managed Accounts”) with and without prior consultation with the Client. 1  The company also manages foreign investment advisory relationships and the accounts of certain family members and employees of Easterly personnel on a discretionary basis. In connection with providing investment management services for each of the above-described Clients, Easterly has been granted discretionary trading authorization (other than Model Portfolios) and also may be granted proxy voting authorization. Description of Investment Advisory Services for Model Portfolios Easterly provides non-discretionary advice to Clients using Model Portfolios in a variety of investment styles (“Model Portfolios”). Easterly provides non-discretionary security recommendations in the form of Model Portfolios through its participation in separately managed account programs that are sponsored by non- affiliated broker-dealers, banks, investment advisers, and other financial services firms. Easterly manages some investment accounts without full discretion over which securities will be purchased or sold or when those transactions will occur. These include certain SMAs, multi-manager and diversified manager allocation products which are managed at the SMA sponsor’s discretion with the guidance of a Model Portfolio provided by Easterly. In these instances, Easterly amends and updates its Model Portfolio from time to time and provides the updated information to the sponsor which has ultimate discretion as to whether and when it will execute the model updates in underlying investor portfolios. To the extent Clients invest in these programs, the Client typically pays the sponsor a fee, a portion of which is then paid to Easterly by the sponsor. Fees paid by the Client are typically described in the sponsor’s materials. Clients in these programs should review and understand the fees described in the sponsor’s materials. See Items 5 and 12 for more information. When Easterly provides the Model Portfolios to another financial services firm that determines when and if to use the Model Portfolios in whole or in part, that firm, and not its clients, is Easterly’s client (“Non- discretionary Accounts”). If you are a client of a financial services firm and your firm has discretion over your account in using Model Portfolios, you are receiving this brochure for informational purposes only. Easterly is not responsible for overseeing the services provided to you by your financial services firm. Description of Investment Advisory Services for Wrap Portfolios “Wrap arrangements,” “wrap fee programs,” or “wrap fee accounts” involve individually managed accounts for individual or institutional clients. Wrap fee accounts are generally offered as part of a larger program by a “sponsor,” usually a brokerage, banking or investment advisory firm, with investment management services being provided by one or more investment advisers, such as Easterly. Easterly has agreements with various program sponsors through which Easterly’s services are offered as an investment option within the wrap fee program and, accordingly, Easterly provides investment management services to those clients who select Easterly as part of the program. The program sponsor pays a portion of its program fee to Easterly for its investment management services. Generally, Easterly’s approach to managing wrap fee accounts and other accounts under the same investment strategy is consistent. Although wrap programs may limit the ability for customized management of a Client’s account, program sponsors and Easterly offer these Clients the opportunity to customize their accounts by imposing reasonable investment restrictions on their account. In addition, when trading for wrap fee program accounts, Easterly will not always trade with the same broker/dealers as it does for other Easterly Client accounts because trades for wrap fee program accounts that are invested in a Easterly strategy are typically directed by the Client to the wrap fee program sponsor (or its designated broker/dealer) since brokerage commissions (where applicable) are included in the wrap fee. In such situations, Easterly may be required to trade a wrap fee program’s account separately from other accounts being managed within the same strategy. While directed brokerage is designed to benefit the wrap fee program account through lower trading costs, there can be some circumstances where directed trades do not receive the best price, or where dividing a strategy-wide trade into separate components may inhibit Easterly’s ability to obtain the same level of execution, or as timely execution, as it may otherwise 2  have been able to obtain if it had been able to execute the entire trade on a non-directed basis. Wrap program accounts also generally do not participate in limited offerings or new issues, such as initial public offerings. Some sponsors of wrap programs or other third-party programs prohibit the purchase of some or all limited offerings and may also restrict the purchase of offerings in which the sponsor is involved as an underwriter. Description of Subadvisory Arrangements Easterly has been engaged by certain investment advisers, including advisers to or sponsors of registered investment companies (mutual funds and ETFs) and other pooled investment vehicles, to manage those accounts as a subadviser. Easterly’s fees and services for acting in this capacity are determined by contracts with the applicable adviser or sponsor. Such fees would be described in each pooled vehicles’ offering documents (e.g., prospectus or offering memorandum). This Brochure generally includes information about Easterly and its relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain information included herein applies to specific Clients or affiliates only. 3  ITEM 5 FEES AND COMPENSATION The fees applicable to each Client’s Managed Account are set forth in detail in each Client’s investment management agreement. A brief summary of Easterly’s approach to investment management fees is provided below; a schedule of investment management fee is located in Appendix A. Easterly bills Clients on either a monthly, quarterly, or annual basis. Depending on the introducing relationship (e.g., brokerage firm, wrap sponsor, institutional consultant, etc.), bills may be generated in arrears or in advance and the fee calculation may be based on average monthly balances, quarter-end market values or some other mutually agreed upon methodology. Partial periods may occur at account inception and termination; fees for partial periods are pro-rated. Easterly, at its discretion, may adjust the management fees borne by the Client in the event of additional capital contributions and withdrawals from the account. In these cases, the management fees will be prorated based on the actual number of days in such calendar period before and after the applicable contribution to, or withdrawal from, the account. Clients may pay fees in several different ways and are often dependent on the relationship with the Firm. Fees are typically paid to Easterly either directly by the Client or through an arrangement with custodians and/or financial advisors and Easterly. In some cases, certain “qualified custodians” (e.g., broker- dealers) allow Easterly to deduct advisory fees directly from Client accounts. Additionally, there may be instances where fees are paid directly to the Firm by the Client in a pre-established manner (e.g., check, money order or wire). Advisory fees will be negotiated on a Client-by-Client basis and are based on a percentage of assets under management. See Appendix A – Fee Information for further details regarding fee schedules for each investment team and/or product. Managed Account Expenses Easterly’s management fee with respect to each Managed Account does not include (a) brokerage charges, which are paid on a transactional basis by the Managed Account, (b) dealer mark-ups or mark-downs on securities purchased or sold for an account through third-party dealers, (c) taxes or regulatory fees and (d) custodial and other miscellaneous fees. In addition, if the Managed Account holds a registered investment company (open-end, closed-end, ETFs or “money market” mutual fund shares) or a publicly traded partnership, the managers of such entities may charge management fees and expenses, which would be in addition to Easterly’s investment advisory fee. Each Managed Account may bear certain of the fees and expenses described above. To the extent practicable, Easterly seeks to fairly allocate shared research expenses among its Clients. While Easterly will apply methodologies for specific items in a manner that is intended to allocate those items in a fair and reasonable manner, as a general matter, Client accounts are generally allocated a pro rata portion of any applicable expenses. However, certain Client accounts are not and may not be assessed all or a portion of certain research expenses or similar expenses; this can be due to a variety of reasons. For example: • Clients may require that Easterly execute a portion of their trades through a particular broker according to a pre-negotiated commission schedule (i.e., a “directed brokerage” arrangement) and, if that designated broker is not otherwise providing research that Easterly would purchase, those commissions are, in essence, not supporting the acquisition of research that Easterly acquires in the process of investing and trading for Client accounts and are, effectively, therefore not sharing in the allocation of research expenses. 4  As a result of these arrangements, certain Clients do not bear any research expenses and, accordingly, the remaining Client accounts bear an increased proportionate share of research expenses. Fees for Investment of Client Assets in Mutual Funds and Other Pooled Investment Vehicles At times, Easterly may invest a Client’s assets in exchange traded funds, mutual funds (including money market funds or similar short-term investment funds) or other pooled investment vehicles sponsored by affiliates and non-affiliates. Generally, Clients invested in affiliated mutual funds that charge fees and expenses (and where Easterly is responsible for calculating its investment management fees for such Client’s separate account) will not be charged Easterly’s separate account investment management fee on the portion of assets invested in the affiliated mutual fund but will pay the fund’s customary fees and expenses on those assets. Clients invested in affiliated mutual funds that do not charge fees and expenses, such as a “completion fund,” will typically be charged Easterly’s separate account investment management fee on such investments. For Clients invested in affiliated mutual funds where a third party (such as a platform sponsor or custodian) is responsible for calculating Easterly’s investment management fees, Clients are encouraged to consult the platform sponsor or custodian for more information on the fee calculation methodology used. For a Client’s assets that are invested in unaffiliated mutual funds or other pooled vehicles, Clients will typically pay the fund’s customary management fee and other fees and expenses, in addition to Easterly’s separate account investment management fee on those assets (as well as any wealth advisory fee, where applicable). A fund’s fees are described in each fund’s offering documents (e.g., prospectus or offering memorandum). More information on Easterly’s fee calculation process is provided in Item 7. Sub-Advised Funds The Sub-Advised Funds bear management fees and/or incentive fees that are individually negotiated and vary depending upon the account. Generally, Easterly is entitled to receive a management and/or incentive fee in its role as advisor or sub-adviser. The management fee and/or incentive fee applicable to each Sub- Advised Fund is set forth in detail in the respective funds’ prospectus, statement of additional information, or private offering memorandum, which management fee and/or incentive fee includes the portion of any management fee and/or incentive fee that the Sub-Advised Fund’s advisor pays to Easterly. Payment of fees may vary depending on the investment management agreement and is subject to those terms and conditions. Additional Fees and Expenses Payable by Clients For any account, fund or other pooled vehicle managed by Easterly, Easterly’s fees are exclusive of brokerage commissions, transaction fees, service provider fees, such as custody fees, and other related costs and expenses which are borne by Easterly’s Clients. Execution of Client transactions typically requires payment of brokerage commissions by Clients. Investment activity may also involve other transaction fees payable by Clients, such as spreads (e.g., for fixed income transactions), sales charges, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. In addition, Clients may incur certain charges imposed by custodians, broker/dealers, third-party investment consultants, securities exchanges, and other third parties, such as custodial fees, consulting fees, administrative fees, and transfer agency fees. Mutual Fund Fees Easterly acts as an investment advisor to the Easterly Funds Trust which includes several registered investment companies (mutual funds). Easterly receives advisory fees for its management of the mutual funds’ assets. Although it is Easterly’s policy not to purchase or recommend the purchase of the Easterly mutual funds for Client accounts managed by Easterly, it is important to know that Easterly would receive advisory fees from the mutual fund for doing so. Investors pay certain fees and expenses if they buy and hold shares of mutual funds. The fees and expenses are found in the Funds’ prospectus at funds.easterlyam.com. For funds where Easterly has 5  been engaged as a sub-adviser to other mutual funds, Easterly receives a management fee as set forth in each Fund’s prospectus. The Mutual Funds’ fee schedules are set forth in their respective prospectuses. Interested investors must refer to the applicable prospectus for important information regarding fees, expenses, and additional information. Prospective investors should carefully review the prospectus before making any investment. Private Fund Fees Each Private Fund’s Private Placement Memorandum (PPM) sets forth all fees for the applicable Private Fund. Please refer to Item 11 below regarding certain conflicts of interest in connection with performance- based fees paid to the general partners of the Private Funds. Wrap Fee Programs Clients in wrap fee programs pay a single fee to the program sponsor, which includes management and transaction fees for the Client account. When Easterly manages Client assets through a wrap fee program, we receive a portion of the fee charged by the sponsor. In some circumstances, Clients will see those fees payable to Easterly itemized, and in other cases, they will be bundled together with the fees charged by the sponsor. ERISA Accounts Easterly is deemed to be a fiduciary to advisory Clients that are employee benefit plans or individual retirement accounts (IRAs) pursuant to the Employee Retirement Income and Securities Act ("ERISA"), and regulations under the Internal Revenue Code of 1986, respectively. As such, our Firm is subject to specific duties and obligations under ERISA and the Internal Revenue Code that include among other things, restrictions concerning certain forms of compensation. To avoid engaging in prohibited transactions, Easterly can only charge fees for investment advice about products for which our Firm and/or our related persons do not receive commissions. ERISA rule 408(b)(2) requires full disclosure of our services as well as direct and indirect compensation and should be read in conjunction with this Form ADV Part 2A and your investment management agreement with us. General Clients should note that similar advisory services could be available from other investment advisers for similar or lower fees. Other Fees and Expenses All fees paid to Easterly for investment advisory services are separate and distinct from the fees and expenses charged by mutual funds, ETFs and ETNs to their shareholders. In the case of mutual funds, these fees and expenses are described in each fund's prospectus. These fees will generally include a management fee, other fund expenses, and a possible distribution fee. If the fund also imposes sales charges, a Client could be subject to pay an initial or deferred sales charge. An investor can withdraw all or any part of its investment from any of the Mutual Funds as set forth in the applicable Mutual Fund’s Prospectus. Additional Compensation and Conflicts of Interest Easterly is under common control with Easterly Securities LLC (“Easterly Securities”), which is registered as a broker-dealer with the SEC and a FINRA member firm. As detailed further in Item 10 of this Brochure, certain Easterly personnel are control persons of Easterly Securities. While these individuals are control persons of Easterly, none of them will receive transaction-based compensation. Easterly Securities may receive compensation for serving as a placement agent for certain unaffiliated investment vehicles. Easterly may refer Clients to the sponsors of such investment vehicles and may receive compensation with respect to an investment by such Clients in those investment vehicles. Easterly does not allocate any Client assets to such investment vehicles on a discretionary basis and does not earn 6  any advisory fees with respect to such investments. Personal Investments Certain executive officers and/or other employees of Easterly can invest a portion of their personal net worth in one or more of the Mutual Funds or an investment strategy managed by Easterly. 7  ITEM 6 PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT Clients may be charged a management fee only, a management fee and a performance fee, or a performance fee only. The variation of the incentive compensation structures among Clients may create an incentive for Easterly to direct the best investment ideas to, or allocate or sequence trades in favor of, Clients that pay or allocate performance fee compensation to Easterly. To address this conflict, Easterly has adopted policies and procedures reasonably designed to comply with its fiduciary obligations by seeking to allocate investment opportunities on a fair and equitable basis. Investment allocation determinations are based on several factors, including but not limited to investment strategy, risk tolerance (including with respect to initial public offerings or secondary offerings), investment objective, taxable status, suitability, time horizon and account guidelines and restrictions, if any. Client’s Directed Brokerage Accounts held at different custodians or brokerage firms may realize different prices and commission rates. Easterly also utilizes an allocation policy for each investment including special considerations for investments in initial public offerings and secondary offerings. Please refer to Trade Allocation and Aggregation Policies and Procedures under Item 12 Brokerage Practices below. 8  ITEM 7 TYPES OF CLIENTS As previously noted, Easterly serves as an investment adviser or subadviser to private or high net worth clients, estates, pension plans, charitable foundations, endowments, corporations, private funds, mutual funds, collective investment trusts, and other entities. Easterly generally requires a minimum account size of $1-2 million to establish a Separately Managed Account, although Easterly may, in its sole discretion, require a larger amount or accept a smaller amount of initial assets from a potential Client. Please refer to the Mutual Funds’ prospectuses for more information regarding account minimums. Please refer to each Private Fund’s Private Placement Memorandum (PPM) for information about the investment minimums of the applicable Private Fund. 9  ITEM 8 METHODS OF ANALYSIS, INVESTMENT STRATEGIES, AND RISK OF LOSS The descriptions set forth in this Brochure of specific advisory services that Easterly offers to Clients, investment strategies it pursues, and investments made by Easterly on behalf of its Clients, should not be understood to limit in any way Easterly’s investment activities. Easterly may offer any advisory services, engage in any investment strategy and make any investment, including any not described in this Brochure, that Easterly considers appropriate, subject to each Client’s investment objectives and guidelines. The investment strategies that Easterly pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no assurance that the investment objectives of any Client will be achieved. 1 Easterly Snow Easterly’s Snow investment team generally uses fundamental analysis to employ a contrarian investment philosophy. Easterly believes that attractive risk/reward opportunities in the equity markets are obtained through diversified portfolios. Easterly’s Snow Team invests in companies it believes to be undervalued, well- managed, and financially strong where the stock price is depressed because the company has experienced temporary difficulties. The team’s contrarian investment philosophy is consistent with modern behavioral finance research which takes advantage of market overreaction to well managed companies that experience negative surprises. Easterly believes this approach provides attractive risk/reward opportunities for our Clients and may avoid overpaying for stocks which later regain favor by mainstream investors after the negative surprise has dissipated or been corrected by management. The Easterly Snow investment team also manages an event-driven, long/short strategy that primarily invests in U.S. publicly traded securities. The strategies may invest in (i) merger arbitrage and event-driven arbitrage transactions, including “special situations” investments, (ii) corporate restructuring and other event-driven situations, (iii) convertible securities on an outright and hedged basis, (iv) subordinated debt, debt claims, bank debt and other loans that are potentially volatile, including securities in undervalued, vulnerable, distressed and bankrupt entities, and (v) other securities or instruments in which such Managed Account may realize value based on fundamentals. Easterly Ranger The Easterly Ranger team pursues a strategy focused on using fundamental analysis to invest in publicly- traded REITs and other publicly-traded real estate securities that are included in either the FTSE EPRA/NAREIT Developed Global Real Estate Index or the FTSE NAREIT Equity REIT Index. The Easterly Ranger team considers several criteria when selecting securities, including, but not limited to: (i) freefloat market capitalization and liquidity; (ii) total return; (iii) management quality; (iv) leverage; (v) price to adjusted funds from operations (“AFFO”) ratio; (vi) dividend growth; (vii) historical earnings growth; (viii) projected earnings growth; and (ix) premium or discount to net asset value. Based on these and other criteria, the Easterly Ranger Team selects approximately forty to fifty (40-50) core securities for the global portfolios to own and twenty-five to thirty-five (25-35) core securities for the domestic portfolios. Each account’s portfolio holdings are continuously monitored and evaluated by the team, based upon its assessment of current market conditions, changes in company-specific prospects, and stock price valuations. In order to enhance income, the team may write covered call options which is generally limited to a notional value of the portfolio’s net assets. Subadvisor analysis It is our policy and practice to conduct initial due diligence with respect to any investment manager considered for engagement as a subadvisor and to monitor any selected investment manager on an on- 1 Easterly Snow and Easterly Ranger are investment teams of Easterly Investment Partners LLC. 10  going basis to determine and evaluate the portfolio management team’s background, experience and philosophy; the process by which the manager makes investment decisions; how those decisions are implemented; the manager’s investment track record in both up and down markets; the manager’s risk management controls, parameters and evaluation process, and the adequacy and effectiveness of the manager’s operational and compliance controls and infrastructure. A risk of investing in a Mutual Fund managed by a subadvisor selected after appropriate due diligence is that a subadviser that has been successful in the past may not be able to replicate that success in the future. In addition, as we do not control the subadvisor’s daily business and compliance operations, it is possible for us to miss the absence of internal controls necessary to prevent operational, regulatory, or reputational deficiencies. Principal Risks The following risk factors do not purport to be a complete list or explanation of the risks involved in an investment for a Managed Account, and the following risk factors may not be applicable to all Clients. An investment by a Client is speculative and involves a substantial degree of risk, including the risk that an investor could lose some or all of its investment. Prospective investors should carefully consider the risks of investing, which include, without limitation, those set forth below which are more fully described in the applicable private investment fund’s offering documents. Past performance is not indicative of future results. Purchasing investment products, including those outlined in this document, involves risk. Stock and bond markets can fluctuate substantially over time with changes in the economy and demand for particular products or services. These risk factors include only those risks Easterly believes to be material, significant or unusual and relate to particular significant investment strategies or methods of analysis employed by Easterly and do not purport to be a complete list or explanation of the risks involved in an investment in the Clients advised by Easterly. Risks in General Securities investments are not guaranteed, and you could lose money on your investments. Investors or prospective investors in mutual funds should carefully review the fund’s current Prospectus and Statement of Additional Information for a detailed explanation of many of the risks associated with investment. Certain investment strategies Easterly pursues are speculative and entail substantial risks. Clients should be prepared to bear a substantial loss of capital. General Investment and Market Risks All securities and derivatives (collectively, “Investments”) risk the loss of capital. The nature of the Investments to be purchased and traded on behalf of a Client, and the investment techniques and strategies Easterly will employ, may increase this risk. While the Firm will use its best efforts in the management of the Investments, there can be no assurance that a Managed Account will not incur losses. Many unforeseeable events, including changing supply and demand, interest rates, merger activities, governmental laws, regulations and enforcement activities, trade, fiscal and monetary programs and policies, and national and international political and economic developments, may cause sharp issuer-specific and market fluctuations which could adversely affect a Managed Account’s portfolio and performance. The effect of such factors on the prices and liquidity of Investments in general, or of a particular Investment, is difficult to predict. A Managed Account may also be exposed to the risk of failure of any exchanges on which Investments trade or of clearinghouses that settle trades. Easterly cannot control any of these conditions. Risks for All Forms of Securities Analysis Our analysis methods rely on the assumption that the issuers whose securities we purchase and sell, the rating agencies that review these securities, and other publicly available sources of information about these securities, are providing accurate and unbiased data. While we are alert to indications that data could be incorrect, there is always a risk that our analysis can be compromised by inaccurate or misleading information. 11  Market Risk Prices of securities (and stocks in particular) have historically fluctuated. Managed Account returns and principal value will fluctuate, and the original investment may be worth more or less than the original cost. Competition; Availability of Investments Certain markets in which Easterly may invest on behalf of Managed Accounts are extremely competitive for attractive investment opportunities and, as a result, there may be reduced expected investment returns. There can be no assurance that Easterly will be able to identify or successfully pursue attractive investment opportunities in such environments. Among other factors, competition for suitable investments from other pooled investment vehicles, the public equity markets, and other investors may reduce the availability of investment opportunities. There has been significant growth in the number of firms organized to make such investments, which may result in increased competition for Easterly in obtaining suitable investments. Investment and Trading Risks in General Clients should be aware that they may lose all or part of their investment. No guarantee or representation is made that an investment program will be successful. An investment program may utilize such investment techniques as concentrating its portfolios in the securities of companies or industries or limited diversification, which practices can, in certain circumstances, maximize the impact of adverse market moves to which such a Client may be subject. Systemic Risk Credit risk may also arise through default by one of several large institutions that are dependent on one another to meet their liquidity or operational needs so that a default by one institution causes a series of defaults by the other institutions. This is sometimes referred to as a “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which the Client may interact on a frequent basis. Operations Risk Various force majeure events, including acts of God, natural disasters like fire, flood or earthquakes, wars, terrorist acts, outbreaks of infectious disease, epidemic, pandemic or other serious public health concern, cyber-attacks, technology and/or power failures, labor strikes, or geopolitical or other extraordinary, or other unforeseen circumstances or events, may materially disrupt the Easterly’s business and operations, its investments or the business and operations of any counterparty or service provider to Easterly, and Easterly or the Managed Accounts may be adversely affected thereby. For example, if a significant number of Easterly’s personnel were to be unavailable in a force majeure event (such as war, terror attack or an outbreak of infectious disease), or if one or more of Easterly’s counterparties or service providers were significantly impacted by their own business continuity issues, Easterly’s ability to effectively conduct its business could be severely compromised. In addition, the cost to Easterly, its affiliates or the Managed Accounts of repairing or replacing damaged assets or systems resulting from such force majeure event could be considerable. While Easterly has adopted certain policies and procedures designed to restore and/or continue Easterly’s business and operations in such situations, there is no guarantee that such policies and procedures will be effective in any of such situations or will be implemented in time, and Easterly and the Managed Accounts may be adversely affected thereby. Focus and Non-Diversification Risk Certain Managed Account’s portfolios may be non-diversified and follow a more concentrated investment strategy. This means that a Managed Account may have investments in fewer issuers, can be more volatile, and may increase or decrease in value and realize greater potential gains and losses than that of a more diversified Managed Account of comparable size. Concentration of Investments Some Managed Accounts will not have fixed quantitative guidelines for diversification and may for any given time period be concentrated in particular positions. Consequently, such Managed Account’s returns 12  may be adversely affected by the unfavorable performance of even a single investment or strategy by a portfolio. Currency A Managed Account may invest a portion of its assets in instruments denominated in currencies other than the U.S. dollar, the price of which is determined with reference to currencies other than the U.S. dollar. Each Managed Account will, however, value its securities and other assets in U.S. dollars. To the extent unhedged, the value of a Managed Account’s assets will fluctuate with U.S. dollar exchange rates as well as the price changes of such Client account’s investments in the various local markets and currencies. Thus, an increase in the value of the U.S. dollar compared to the other currencies in which a Managed Account makes its investments will reduce, all other economic factors being constant, the effect of increases and magnify the effect of decreases in the prices of the Client account’s securities in their local markets. Conversely, a decrease in the value of the U.S. dollar will have the opposite effect on the Managed Account’s non-U.S. dollar securities. Availability of and Ability to Acquire Suitable Investments While the Firm may believe that many attractive investments of the type in which a Managed Account may invest are currently available and can be identified, there can be no assurance that such investments will be available at any given time, or that available investments will meet the Managed Account’s investment criteria. In such event, the Managed Account may be unable to find a sufficient number of attractive investment opportunities to meet its investment objective. Long-Term Purchases We purchase securities with the idea of holding them in a Managed Account as an investment. We would do this because we believe the securities to be currently undervalued. A risk in a long-term purchase strategy is that, by holding the security for this length of time, we may not take advantage of short-term gains that could be profitable to a Client. Moreover, if our predictions are incorrect, a security could decline sharply in value before we make the decision to sell. Short-term purchases We can also purchase securities with the idea of selling them within a relatively short time, typically for a year or less. On occasion, we could even purchase securities with the intention of selling them within 30 days or less. We typically will make short-term purchases in an effort to take advantage of conditions that we believe will soon result in a price swing in the securities we purchase. A risk in a short-term purchase strategy is that, should the anticipated price swing not materialize, we are left with the option of having a long-term investment in a security that was intended to be a short-term purchase, or potentially taking a loss. In addition, this strategy involves more frequent trading than does a longer-term strategy and will result in increased brokerage and other transaction-related costs, as well as less favorable tax treatment of short-term capital gains. Short Sales We can borrow shares of a stock on behalf of a Managed Account from another who owns the stock with a promise to replace the shares on a future date at a certain price. Those borrowed shares are then sold. On the agreed-upon future date, we buy the same stock and return the shares to the original owner. Short positions in equity securities are typically in companies that are believed to be overvalued relative to the market, have weak market positions, participate in increasingly competitive marketplaces, have poor management that destroy or inhibit growth in value, or have weakening cash flows and precarious balance sheets. We engage in short selling based on our determination that the stock will go down in price after we have borrowed the shares. If we are correct and the stock price has gone down since the shares were purchased from the original owner, the Client account realizes the profit. 13  Short selling results in some unique risks: • Losses can be infinite. A short sale loses when the stock price rises, and a stock is not limited (at least, theoretically) in how high it can go. For example, if you short 100 shares at $50 each, hoping to make a profit but the shares increase to $75 per share, you would lose $2,500. On the other hand, the price of a stock cannot fall below $0, which limits your potential upside. • Short squeezes can wring out profits. As stock prices increase, short seller losses also increase as sellers rush to buy the stock to cover their positions. This increase in demand, in turn, further drives the prices up. • Timing. Even if we are correct in determining that the price of a stock will decline, we run the risk of incorrectly determining when the decline will take place, i.e., being right too soon. Although a company is overvalued, it could conceivably take some time for the price to come down; during which you are vulnerable to interest, margin calls, etc. • Inflation. History has shown that over the long term, most stocks appreciate. Even if a company barely improves over time, inflation should drive its share price up somewhat. In fact, short selling may not be appropriate in times of inflation for that very reason, as prices can adjust upwards regardless of the value of the stock. Leveraged Transactions We can purchase stocks for the Managed Accounts with borrowed money, subject to stated limitations under the Funds’ governing documents and applicable law. This allows us to purchase more stock than we would otherwise be able to with the Funds’ available cash and allows us to purchase stock without selling other holdings. The risk of leveraged transaction is that, in volatile markets, securities prices can fall very quickly. If the value of the securities in your account minus what you owe the broker falls below a certain level, the financial institution will issue a “margin call”, and you will be required to sell your position in the security purchased on margin or add more cash to the account. In some circumstances, you could potentially lose more money than you originally invested. OTC Securities We can invest in swaps, forwards and certain options or other bilateral contracts not traded over or regulated by an exchange. Such investments are subject to the risk of nonperformance by the counterparty to the transaction including risks relating to the financial soundness and creditworthiness of the counterparty. Allocation of Initial Public Offering Securities Easterly may be given the opportunity to participate in initial public offerings from time to time that have limited participation opportunities. All initial public offerings will be for the benefit of all eligible Client accounts, except that initial public offerings are not allocated to Directed Brokerage Accounts. Easterly will generally allocate initial public offering shares received for an opportunity among its eligible participating Client accounts on a rotating basis if they cannot be proportionally allocated, in accordance with Easterly’s allocation policies and procedures. Availability and Accuracy of Information The Firm will select investments for Managed Accounts on the basis of information and data derived from a number of sources, including third party research and/or financial reports and other public regulatory filings made by public companies. Although the Firm intends to evaluate all such information and data and seek independent corroboration when the Firm considers it appropriate and when it is reasonably available, the Firm in many cases will not be in a position to confirm the completeness, genuineness or accuracy of such information and data. 14  The investment industry is extremely competitive. In pursuing its investment and trading methods and strategies, the Firm competes with many other private investment firms, as well as institutional investors and, in certain circumstances, market makers, banks and broker-dealers. In relative terms, the Firm may have difficulty in competing in markets in which its competitors have substantially greater financial resources, a larger base of assets under management, larger research staff and more investment professionals than the Firm has or expects to have in the future. Limited Liquidity of Certain Investments To the extent that the Managed Accounts invest their assets in securities that are illiquid because they are restricted, thinly traded, or otherwise, the Managed Accounts may not be able to liquidate those investments if the need should arise, and its ability to realize gains, or to avoid losses in periods of rapid market activity, may therefore be affected. Beneficial Ownership Reporting Although the Firm does not seek to take control positions in portfolio companies on behalf of its Managed Account Clients, it may become subject to reporting in the US and certain other jurisdictions if it exceeds certain thresholds of investment or voting power. Options and Other Derivative Instruments Certain Managed Accounts may invest in swaps, options and other derivative instruments that may be subject to various types of risks, including market risk, credit risk, liquidity risk, legal risk and operations risk. A Managed Account’s use of derivatives could reduce returns, may not be liquid, and may not correlate precisely to the underlying securities or index. Derivative securities are subject to market risk, which could be significant for those derivatives that have a leveraging effect that could increase the volatility of such Managed Accounts. Derivatives are also subject to the risk of material and prolonged deviations between the theoretical and realizable value of a derivative (e.g., due to non- conformance to anticipated or historical correlation patterns). Derivatives are also subject to credit risks related to the counterparty’s ability to perform, and any deterioration in the counterparty’s creditworthiness could adversely affect the instrument. A risk of using derivatives for hedging purposes is that Easterly might imperfectly judge the market’s direction, which could render a hedging strategy ineffective or have an adverse effect on the value of the derivative. Furthermore, many derivatives, particularly those that are not traded in transparent markets, may be subject to significant price risk. Prices in these markets are privately negotiated and there is a risk that the negotiated price may deviate materially from fair value. This deviation may be particularly acute where there is no active market available from which to derive benchmark prices. The price of a given derivative may demonstrate material differences over time between its theoretical value and the value that may be realized by a Managed Account (e.g., due to non-conformance to anticipated or historical correlation patterns). Many over-the-counter derivatives are priced by the dealer; however, the price at which a dealer values a particular derivative may not comport with the price at which a Managed Account seeks to buy or sell the position. In many instances, a Managed Account will have little ability to contest the dealer’s valuation. Derivatives, particularly to the extent they are transacted on an over the counter or bilateral basis or are highly customized, may also be highly illiquid, making it difficult, or in some cases impossible, for a Managed Account to exit a position at what Easterly considers a reasonable price. The Managed Accounts may invest, from time to time, in options and derivative instruments, including writing calls on some of the securities held by the Funds or accounts in an attempt to supplement income derived from those securities. The prices of many derivative instruments, including many options and swaps, are highly volatile. The value of options and swap agreements depend primarily upon the price of the securities, indexes, commodities, currencies or other instruments underlying them. Price movements of options contracts and payments pursuant to swap agreements are also influenced by, among other things, interest rates, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and 15  policies. The Managed Accounts are also subject to the risk of the failure of any of the exchanges on which their positions trade or of clearinghouses or of counterparties. The cost of options is related, in part, to the degree of volatility of the underlying securities, currencies or other assets. Accordingly, options on highly volatile securities, currencies or other assets may be more expensive than options on other investments. Call options typically have similar structural characteristics and operational mechanics regardless of the underlying instrument or asset on which they are purchased or sold. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller the obligation to sell, the underlying instrument at the exercise price. If a call option purchased by a Managed Account is permitted to expire without being sold or exercised, the Managed Account would lose the entire premium it paid for the option. The risk involved in writing a call option is that there could be an increase in the market value of the underlying instrument or asset caused by declining interest rates or other factors. If this occurred, the option could be exercised, and the underlying instrument or asset would then be sold by a Managed Account at a lower price than its current market value. Purchasing and writing call options are highly specialized activities and entail greater than ordinary investment risks. This risk is enhanced if the instrument or asset being sold short is highly volatile and there is a significant outstanding short interest. These conditions exist in the stocks of many companies. The instrument or asset necessary to satisfy the exercise of the call option may be unavailable for purchase except at much higher prices. Purchasing instruments or assets to satisfy the exercise of the call option can itself cause the price of the instruments or assets to rise further, sometimes by a significant amount, thereby exacerbating the loss. Swaps and certain options and other custom instruments are subject to the risk of non- performance by the counterparty, including risks relating to the financial soundness and creditworthiness of the counterparty. Foreign Securities/Non-U.S. Investments The success of a Managed Account’s activities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Client’s investments), trade barriers, currency exchange controls, and national and international political circumstances. These factors may affect the level and volatility of securities prices and the liquidity of a Client’s investments. Volatility or illiquidity could impair such Client’s profitability or result in losses. The economies of non-U.S. countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of the gross domestic product, the rate of inflation, currency depreciation, asset reinvestment, resource self-sufficiency and balance of payments position. Further, certain non-U.S. economies are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. The economies of certain non-U.S. countries may be based, predominantly, on only a few industries and may be vulnerable to changes in trade conditions and may have higher levels of debt or inflation. Investments by Managed Accounts in non-U.S. investments may be subject to economic, political, regulatory, and social risks, which may affect the liquidity of such investments. The governments of certain countries in which Clients may invest have exercised and continue to exercise substantial influence over many aspects of the private sector. The availability of investment opportunities for Clients depends in part on governments continuing to liberalize their policies regarding foreign investment and to further encourage private sector initiatives. In certain jurisdictions, foreign ownership of assets and companies may be restricted, requiring the Managed Accounts investing in such countries to share the applicable investments with local third-party partners or investors, and there may be significant local land use and permit restrictions, local taxes, and other transaction costs which adversely affect the returns sought by the investing Clients. 16  Accordingly, government actions in the future could have a significant effect on economic actions in such countries, which could affect private sector assets and the prices and yields of investments. Exchange control regulations, expropriation, confiscatory taxation, nationalization, political, economic, or social instability or other economic or political developments could adversely affect the assets of Managed Accounts that are held in particular countries. Political changes or a deterioration of a particular country's domestic economy or balance of trade may indirectly affect the investments of Clients in a particular asset or issuer in such country. Moreover, investments could be adversely affected by changes in the general economic climate or the economic factors affecting the particular country’s market, changes in tax law or specific developments within such industries or interest rate movements. While Easterly intends to manage these investments in a manner that will minimize investing Clients' exposure to such risks, there can be no assurance that adverse political or economic changes will not cause such Funds or accounts to suffer losses. Any significant military action by the U.S. and/or its allies, terrorist attacks and/or the anticipation of any such actions or response to them may have a further adverse impact on worldwide economic stability. It is not possible to predict the severity of the effect that terrorist activity and/or military response will have on the economic situation of the countries in which certain Clients may invest. Nevertheless, any resulting economic instability or downturn could affect the returns sought by such Clients. With respect to certain countries, there is a possibility of expropriation, confiscatory taxation, and imposition of withholding or other taxes on dividends, interest, gains, gross sale or disposition proceeds or other income, limitations on the removal of funds or other assets of a Client, political or social instability or diplomatic developments that could affect investments in those countries. An issuer of securities may be domiciled in a country other than the country in whose currency the instrument is denominated. The values and relative yields of investments in the securities markets of different countries, and their associated risks are expected to change independently of each other. A Managed Account may invest and trade, from time to time, a portion of its assets in non-U.S. securities and other assets (through ADRs, other non-U.S. developed market exchanges and otherwise), which will give rise to risks relating to political, social and economic developments abroad, as well as risks resulting from the differences between the regulations to which U.S. and non-U.S. issuers and markets are subject. Such risks may include, but not be limited to: • • • • Political or social instability, the seizure by non-U.S. governments of company assets, acts of war or terrorism, withholding taxes on dividends and interest, high or confiscatory tax levels, and limitations on the use or transfer of portfolio assets; Enforcing legal rights in some non-U.S. countries is difficult, costly and slow, and there are sometimes special problems enforcing claims against non-U.S. governments; Non-U.S. securities and other assets often trade in currencies other than the U.S. dollar, and a Managed Account may directly hold non-U.S. currencies and purchase and sell non- U.S. currencies through forward exchange contracts. Changes in currency exchange rates will affect a Fund and account’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of investments. An increase in the strength of the U.S. dollar relative to these other currencies may cause the value of the Managed Account’s investments to decline. Some non-U.S. currencies are particularly volatile. Non-U.S. governments may intervene in the currency markets, causing a decline in value or liquidity of the Managed Account’s non-U.S. currency holdings. If a Managed Account enters into forward non-U.S. currency exchange contracts for hedging purposes, it may lose the benefits of advantageous changes in exchange rates. On the other hand, if a Managed Account enters forward contracts for the purpose of increasing return, it may sustain losses; and Non-U.S. securities, commodities and other markets may be less liquid, more volatile and less closely supervised by the government than in the U.S. Non-U.S. countries often lack uniform accounting, auditing and financial reporting standards, and there may be less public information about the operations of issuers in such markets. 17  Risk of Default or Bankruptcy of Third Parties A Managed Account may engage in transactions in securities, commodities, other financial instruments and other assets that involve counterparties. Under certain conditions, a Managed Account could suffer losses if a counterparty to a transaction were to default or if the market for certain securities, commodities, other financial instruments and/or other assets were to become illiquid. In addition, a Managed Account could suffer losses if there were a default or bankruptcy by certain other third parties, including brokerage firms and banks with which the Managed Account does business, or to which securities, commodities, other financial instruments and/or other assets have been entrusted for custodial purposes. For example, if a Managed Account’s prime broker and custodian were to become insolvent or file for bankruptcy, the Managed Account could suffer significant losses with respect to any securities held by such firm. Investments in Securities and Other Assets Believed to Be Undervalued The investment program of a Managed Account may contemplate that a portion of a Managed Account’s portfolio may be invested in securities and other assets that the Firm believes to be undervalued. The identification of such investment opportunities is a difficult task, and there are no assurances that such opportunities will be successfully recognized or acquired. While such investments offer the opportunities for above-average capital appreciation, they may also involve a high degree of financial risk and can result in substantial losses. Returns generated from a Fund’s or account’s investments may not adequately compensate for the business and financial risks assumed. In addition, a Client may be required to hold such securities for a substantial time period before realizing their anticipated value providing such value is ever realized. During this period, a portion of a Client’s assets would be committed to the securities purchased, thus possibly preventing such Client from investing in other opportunities. In addition, a Client may finance such purchases with borrowed funds and thus will have to pay interest on such funds during such holding period. Portfolio Turnover Risk The frequency of the Firm’s transactions on behalf of the Funds or accounts will vary from year to year. Increased portfolio turnover may result in higher brokerage commissions, dealer mark-ups and other transaction costs and may result in taxable capital gains. Higher costs associated with increased portfolio turnover may offset gains in the Funds’ or accounts’ performance. Easterly identifies opportunities in various securities/companies’ sectors that appear to be temporarily depressed or in Easterly’s opinion may be undervalued. The prices of securities with these types of characteristics may tend to go down more than others in their sector. Easterly utilizes a disciplined and deliberate investing approach, and there may be times when Clients have a significant cash position. A substantial cash position can adversely impact on a Managed Account’s performance in certain market conditions and may make it more difficult for a Client to achieve its investment objective, subject to Client guidelines and restrictions. Business Risks Related to COVID-19 The global spread of the coronavirus disease (COVID-19) was declared a pandemic by the World Health Organization in March 2020. COVID-19 has caused volatility, severe market dislocations, and liquidity constraints in many financial markets, including markets in which Easterly strategies trade, and may adversely affect the volatility and performance of Client account holdings. Furthermore, the long-term impact of the accommodative monetary policy and government economic relief spending in the United States, aimed at countering the adverse effects of the pandemic, is unknown. However, any meaningful and sustained rise in inflation could adversely impact the value and performance of Client account holdings. Risks of Investing in Equity Securities Equity Securities The purchaser of an equity security typically receives an ownership interest in the company as well as certain voting rights. The owner of an equity security may participate in a company’s success through the receipt 18  of dividends, which are distributions of earnings by the company to its owners. Equity security owners may also participate in a company’s success or lack of success through increases or decreases in the value of the company’s shares as traded in the public trading market for such shares. Equity securities generally take the form of common stock or preferred stock. Preferred stockholders typically receive greater dividends but may receive less appreciation than common stockholders and may have lesser or greater voting rights as well. Equity securities may also include convertible securities, warrants or rights. Convertible securities typically are debt securities or preferred stocks, which are convertible into common stock after certain time periods or under certain circumstances. Warrants or rights give the holder the right to purchase common stock at a given time for a specified price. Although equity securities have a history of long-term growth and value, their prices rise and fall as a result of changes in the company’s financial condition as well as movements in the overall securities markets. General Real Estate Risks Certain Funds’ and accounts’ investments are subject to risks particular to real property. If any of the following or similar events occur, they may reduce the Managed Accounts’ returns from an affected property or investment: (i) acts of God, including earthquakes, floods and other natural disasters; (ii) acts of war or terrorism, including the consequences of terrorist attacks, such as those that occurred on September 11, 2001, social disturbances and civil disturbances; (iii) changes in national, regional and local economic and market conditions; (iv) changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs associated with compliance with laws and regulations, fiscal policies and ordinances; and (v) the occurrence of uninsured or under-insured property losses. Real Estate Securities Risks The Managed Accounts of the Firm do not invest in real estate directly, but because certain Managed Accounts concentrate their investments in REITs and publicly traded real estate securities, its portfolios will be significantly impacted by the performance of the real estate market and may experience more volatility and be exposed to greater risk than a more diversified portfolio. The value of such Managed Accounts will be affected by factors affecting the value of real estate and the earnings of companies engaged in the real estate industry, including: (i) changes in general economic and market conditions; (ii) changes in the value of real estate properties; (iii) changes in interest rates and quality of credit extended; (iv) risks related to local economic conditions, overbuilding and increased competition; (v) increases in property taxes and operating expenses; (vi) changes in zoning laws; (vii) casualty and condemnation losses; (viii) variations in rental income, neighborhood values or the appeal of property to tenants; and (ix) the availability of financing, among other factors. REITs and foreign real estate companies require specialized management and pay management expenses; may have less trading volume; may be subject to more abrupt or erratic price movements than the overall securities markets; may not qualify for preferential tax treatments or exemptions; and may invest in a limited number of properties, in a narrow geographic area, or in a single property type, which increases the risk that the Funds or accounts could be unfavorably affected by the poor performance of a single investment or investment type. Furthermore, investments in REITs and foreign real estate companies may involve duplication of management fees and certain other expenses, as the Managed Accounts indirectly bear their proportionate share of any expenses paid by REITs and foreign real estate companies in which they invest. There are special risks associated with investing in REIT preferred stock. Preferred stock may include provisions that permit the issuer, in its discretion, to defer or omit distributions for a certain period of time. If a Managed Account owns a security that is deferring or omitting its distributions, the Funds or accounts may be required to report the distribution on its tax returns, even though it may not have received this income. Further, preferred stock may lose substantial value due to the omission or deferment of dividend payments. Preferred stock may be less liquid than many other securities, such as common stocks, and generally offer limited or no voting rights with respect to the issuer. Preferred stock may also be subordinated to other securities in an issuer’s capital structure, subjecting them to a greater risk of non-payment than more senior securities. In addition, in certain circumstances, an issuer of preferred stock may redeem the stock prior to a specified date, and this may negatively impact the return of the security. Certain sectors of the real 19  estate industry, such as retail, office, industrial, hotel, healthcare multi-family, self-storage, data centers and cell towers carry special risks. These sectors may be affected by adverse economic and regulatory events or increased competition to a greater degree than other sectors of the real estate industry. Real Estate Investment Trusts Certain Managed Accounts will invest in REITs or other real estate securities. The risks of REITs include the risk that the value of a security will fluctuate because of changes in property values, vacancies of rental properties, overbuilding, changes in local laws, increased property taxes and operating expenses and other risks associated with real estate. Equity REITs may be affected by changes in property value, while credit quality and the interest rate environment may affect mortgage REITs. In addition, there is the risk that certain REITs may fail to qualify for certain U.S. federal income tax benefits (e.g., generally, no corporate-level U.S. federal income tax). If the net operating income of real estate is reduced, the borrower’s ability to pay the principal of and interest on the loan in a timely manner, or at all, may be impaired and therefore could reduce the Fund’s or account’s return from an affected property or investment. Net operating income of an income-producing property which holds an equity position may be adversely affected by the risks described above, as well as: (i) tenant mix; (ii) success of tenant businesses; (iii) property management decisions; (iv) property location and condition; (v) competition from comparable types of properties; (vi) changes in specific industry segments; (vii) declines in regional or local real estate values or rental or occupancy rates; (viii) increases in interest rates, real estate tax rates and other operating expenses; and (ix) environmental risks. Commercial property values and net operating income derived from such properties are subject to volatility and may be affected adversely by a number of factors, including, but not limited to: (i) national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); (ii) local real estate conditions (such as an oversupply of housing, retail, industrial, office or other commercial space); (iii) changes or continued weakness in specific industry segments; (iv) construction quality, age and design; (v) demographic factors; (vi) retroactive changes to building or similar codes; and increases in operating expenses (such as energy costs). Non-US Real Estate Market Risk The Firm may choose to make investments in REITs and other real estate securities outside the United States on behalf of certain Managed Accounts. Non-U.S. real estate investments could be subject to risks not typically associated with investing in real estate securities in the U.S. Such risks may include: (i) revenues and cash flows being adversely affected by changes in Non-U.S. real estate market conditions due to changes in national or economic conditions or change in local property market characteristics; (ii) changes in interest rates and in the state of the debt and equity credit markets in Non-U.S. jurisdictions; (iii) changes in exchange rates; (iv) changes in real estate tax rates and other operating expenses, adverse changes in governmental rules, fiscal policies, zoning laws and the impact of present or future environmental legislation and compliance with environmental laws specific to Non-U.S. jurisdictions; (v) the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and differences in government supervision and regulation that could result in a more volatile real estate market; (vi) less developed corporate laws regarding the protection of property owners; and (vii) political hostility to investments by foreign persons in real estate in Non-US jurisdictions. The Firm will analyze risks in the applicable foreign countries before making such investments, but there can be no assurance that adverse developments with respect to these risks will not adversely affect the assets of a firm that are held in certain countries. Small- and Mid-Capitalization Companies Small- and mid-capitalization companies in which certain Managed Accounts may invest are often more vulnerable than larger companies to adverse business or market developments, have limited markets and financial resources. These companies may lack experienced management, have a limited operating history, may be operating at a loss or with substantial variations in operating results from period to period and may 20  require substantial additional capital to support expansion or to achieve or maintain a competitive position. Although these investments may offer opportunities for significant gains, these investments generally involve a very high degree of business and financial risk and can result in substantial losses. The securities of small-cap companies tend to be less seasoned than, and more susceptible to volatility in valuation and performance, than larger and more seasoned companies. In addition, small-and medium-sized companies often are not as well known to the investing public, in part, because relatively few of them are followed by traditional Wall Street security analysts, and information about them may be more difficult to obtain and may be less reliable and more subjective than information about larger public companies. Value Stock Risk Value stocks may perform differently from the market as a whole and may remain undervalued by the market for a long period of time. Risks of Investing in Fixed Income Securities Interest Rate Risk Prices of bonds tend to move inversely with changes in interest rates. Rising interest rates typically cause bond prices to fall, adversely impacting investors in fixed income strategies. As the effective maturity and duration of a fixed income portfolio become longer, the impact of rising interest rates on the portfolio’s value is generally more significant. Credit Risk If a bond issuer fails to make scheduled interest or principal payments or if there is a decline, or the perception of a decline, of the credit quality of a bond, the bond’s price typically falls. As a bond’s credit rating decreases, it is potentially more likely the issuer may have trouble making scheduled payments. High yield bonds generally have greater potential credit risk than investment grade bonds. Call Risk Some bonds give the issuer the option to call or redeem the bonds prior to maturity date. If an issuer calls its bonds in a period of declining interest rates, there is a risk that there may not be bonds with similar characteristics paying the same interest rate available to buy with those proceeds. Callable bonds can be susceptible to greater price fluctuation than non-callable bonds during periods of market illiquidity or changing interest rates. Prepayment and Extension Risk When interest rates fall, the principal on mortgage-backed and other asset-backed securities may be prepaid. There may not be bonds with similar characteristics paying the same interest rates available to buy with those proceeds. When interest rates rise, the effective duration of mortgage-backed and other asset-backed securities may increase due to a drop in prepayments on the underlying mortgages or other assets. This extension of effective duration could increase a portfolio’s susceptibility to price declines due to rising interest rates. Reinvestment Risk When bonds are sold or called, or when they mature, there may not be other similar bonds available paying the same interest rate with equivalent quality, maturity or other characteristics. The reinvestment of proceeds into different bonds may adversely impact the level of income generated or negatively impact the value of investment performance of the bonds or investment strategy. High Yield Risk Below investment grade debt securities and unrated securities of similar credit quality (commonly known as “junk bonds” or “high yield securities”) may be subject to greater levels of interest rate, credit, liquidity, and market risk than higher-rated securities. These securities are considered predominately speculative with respect to the issuer’s continuing ability to make principal and interest payments. 21  Interest Rate Risk In general, the value of bonds and other debt securities falls when interest rates rise. Longer term obligations are usually more sensitive to interest rate changes than shorter-term obligations. While bonds and other debt securities normally fluctuate less in price than common stocks, there have been extended periods of increases in interest rates that have caused significant declines in bond prices. Credit Risk The issuers of the bonds and other debt securities held in Managed Accounts may not be able to make interest or principal payments. Even if these issuers can make interest or principal payments, they may suffer adverse changes in financial condition that would lower the credit quality of the security, leading to greater volatility in the price of the security. Convertible Securities Convertible securities are bonds, debentures, notes, preferred stocks or other securities that may be converted into, or exchanged for, a specified amount of common stock of the same or different issuer within a particular time period at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted, or exchanged. Convertible securities have unique investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock due to their fixed-income characteristics, and (iii) provide the potential for capital appreciation if the market price of the underlying common stock increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also influence the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Managed Account is called for redemption, such Managed Account will be required to permit the issuer to redeem the security, convert it into the underlying common stock, or sell it to a third party. Any of these actions could have an adverse effect on such Managed Account’s ability to achieve its investment objective. Alternative Investment Strategies In addition to risks disclosed above in Investment and Trading Risks in General, Clients should be aware that an alternative investment strategy may utilize investment techniques such as engaging in short sales, option transactions, swap or contracts for differences or margin transactions, which practices can also, in certain circumstances, maximize the impact of adverse market moves to which such a Client may be subject. 22  Liquidity Risk Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of a Client’s investment. Liquid securities can become illiquid during periods of market stress. If a significant amount of a Managed Account’s securities become illiquid, the Managed Account may not be able to timely liquidate holdings or pay redemption proceeds and may need to sell securities at significantly reduced prices. Valuation Risk The price a Managed Account could receive upon the sale of any particular portfolio investment may differ from the Managed Account’s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology or a price provided by an independent pricing service. As a result, a Managed Account could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. Unlike equity securities, which are valued using market quotations, fixed income securities in which certain Managed Accounts invest are typically valued using evaluated prices supplied by independent pricing services. Such pricing services take into consideration a range of market-based and security specific inputs and assumptions, including price quotations from broker-dealers making markets in such instruments, transactions in comparable investments and considerations about general market conditions. A Managed Account’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third-party service providers. The foregoing list of risk factors does not purport to be a complete enumeration or explanation of the risks involved in an investment in a Managed Account. Easterly encourages its Clients and prospective Clients to consider all risk factors Easterly has explained in this Brochure. 23  ITEM 9 DISCIPLINARY INFORMATION We are required to disclose any legal or disciplinary events that are material to a Client's or prospective Client's evaluation of our advisory business or the integrity of our management. There are no legal or disciplinary events that are material to a Client’s or prospective Client’s evaluation of Easterly’s advisory business or the integrity of Easterly’s management. 24  ITEM 10 OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS Broker-Dealer Affiliation Easterly Securities LLC (“Easterly Securities”) is a SEC and Financial Industry Regulatory Authority (“FINRA”) registered broker-dealer, and certain Easterly personnel are control persons and/or registered representatives of Easterly Securities. Easterly does not engage Easterly Securities to act as the broker-dealer in connection with Easterly’s advisory services to Clients, and no Client transactions will be traded by or cleared through Easterly Securities. Easterly Securities serves as the principal underwriter and distributor of the Easterly mutual funds. Investment Companies As noted in Item 4 – Advisory Business, Easterly is the investment adviser to several mutual funds. Easterly is also engaged as a sub-adviser to manage portions of the assets of certain funds. Easterly does not believe that any of the advisory services associated with being an adviser or sub-adviser create material conflicts of interest between the Firm and our Clients that are invested in other products. The firm maintains written policies and procedures designed to manage conflicts of interest by ensuring that all Clients are treated fairly, regardless of the investment strategy and fee schedule associated with the account. Other Investment Advisory Services Easterly provides investment advisory services to collective trust funds managed by Russell Trust Company, a non-depository trust company and a wholly owned subsidiary of Frank Russell Company. The funds are only available to certain qualified employee benefit plans and government plans and are not offered to the general public. As discussed above, Easterly’s policies and procedures outline steps for it to take to avoid or mitigate the potential inherent conflicts in these relationships. Private Funds As noted above, affiliates of Easterly serve as the general partners of the Private Funds. We acknowledge this structure creates potential conflicts of interest between the Firm and its other Clients. As previously stated, the Firm follows written policies and procedures to ensure that all Clients are treated fairly, regardless of the investment strategy and fee schedule associated with the account. Services Provided by Easterly to Levin Capital Easterly and Levin Capital Strategies L.P. (“Levin Capital”), an unaffiliated registered investment adviser, entered into a services agreement pursuant to which Easterly provides services to Levin Capital and supports its middle and back-office business operations. These services include, among other things, services of certain employees and personnel of Easterly, access to research, and operational support. Levin Capital personnel will continue to have access to the Easterly research team. Easterly is reimbursed by Levin Capital for the costs of providing such services. Other Affiliated Entities and Strategic Partnerships Easterly maintains affiliations or strategic partnerships with the following businesses: • Easterly Government Properties Inc. (NYSE: DEA). Easterly Government Properties Inc. (“DEA”) is a publicly traded company that focuses primarily on the acquisition, development and management of Class A commercial properties that are leased to U.S. Government agencies that 25  serve essential U.S. Government functions. Darrell Crate serves as the Chief Executive Officer of DEA and owns less than 1% of DEA’s publicly traded shares. Other Easterly employees are compensated by DEA for providing certain non-investment services. Accordingly, Easterly may have an incentive to recommend DEA shares to Client accounts. To mitigate this conflict, Easterly restricts the purchase of DEA shares by its Clients. • Private Fund GPs. Special purpose vehicles affiliated with Easterly serves as the general partners of the Private Funds and receive incentive fees from the Private Funds. Please refer to Item 11 (General Partners’ Interest; Fees) for more information. • Easterly Clear Ocean (“ECO”). ECO was formed by principals of Easterly in partnership with Clear Ocean Partners LLC (formerly Blue Ocean Partners LLC) to invest through its subsidiaries in maritime shipping assets. Easterly’s indirect parent companies EAM and Easterly Capital LLC are minority owners of ECO. Easterly’s Clients may be offered the opportunity to invest in ECO entities. However, Easterly does not invest Client assets in ECO entities on a discretionary basis or earn any investment advisory fees with respect to ECO investments. • Orange Investment Advisors, LLC (“OIA”). OIA is an SEC-registered investment adviser that operates independently of Easterly and serves as a sub-adviser to a registered investment company advised by Easterly Investment Partners LLC.2 • EAB Investment Group LLC (“EAB”). EAB is an SEC-registered investment adviser that operates independently of Easterly and serves as a subadviser to a registered investment company advised by Easterly Investment Partners LLC. 2 EAB Investment Group LLC (d/b/a Easterly EAB) and Orange Investment Advisors LLC (d/b/a Easterly Orange), are separate SEC-registered investment advisers that are strategic partners of Easterly. Each investment adviser’s Form ADV is available at www.sec.gov. Registration does not imply and should not be interpreted to imply any particular level of skill or expertise. 26  ITEM 11 CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND PERSONAL TRADING Investment Activities of Easterly and its Personnel Easterly, its member, and employees may from time to time make personal investments in securities or instruments in which Easterly may also invest the Managed Accounts’ assets. Subject to Easterly’s Code of Ethics, its personnel may buy, sell, or hold securities or other instruments for its own or their own accounts while entering into different investment decisions for one or more Managed Accounts. Neither Easterly nor its personnel are required to keep any minimum investment in any Easterly strategy or investment vehicle. Code of Ethics and Statement on Conflicts of Interest From time to time, various potential and actual conflicts of interest may arise from the overall advisory, investment, and other activities of Easterly and its affiliates and personnel (each, an “Advisory Affiliate”). Easterly has established policies and procedures to monitor and resolve conflicts and endeavors to resolve conflicts with respect to investment opportunities in a manner it deems equitable to the extent possible under the prevailing facts and circumstances. The Advisory Affiliates may invest on behalf of themselves in securities and other instruments that would be appropriate for, held by, or may fall within the investment guidelines of Managed Accounts. The Advisory Affiliates may give advice or take action for their own accounts that may differ from, conflict with or be averse to the advice given or action taken by Managed Accounts. These activities may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Managed Accounts. Easterly strives to adhere to the highest industry standards of conduct based on principles of professionalism, integrity, honesty, and trust. In seeking to meet these standards, Easterly has adopted a Code of Ethics (the “Code”). The Code incorporates the following general principles that all employees and other covered persons are expected to uphold; they must at all times place the interests of Clients first and all personal securities transactions and outside business activities must be conducted in a manner consistent with the Code. Easterly seeks to identify and mitigate any conflicts of interest, and employees are strictly prohibited from abusing their position of trust and confidence. Employees and other covered persons must not take any inappropriate advantage of their positions, and information concerning the identity of securities and financial circumstances of the Client must be kept confidential (unless otherwise permitted); and independence in the investment decision making process must be always maintained. Certain personnel provide services to other entities under common control with Easterly. All such activities are subject to pre-approval and monitoring by Easterly. Clients and investors in a Client may request a copy of the Code by contacting Easterly Investment Partners LLC, Attn: Compliance Department, 138 Conant Street, Beverly, Massachusetts 01915 and/or mailto:compliance@easterlyam.com. Insider Trading/Material Non-Public Information Easterly also maintains Insider Trading policies and procedures (the “Insider Trading Policies”) that are designed to prevent the misuse of material, non-public information. Easterly’s personnel are required to certify their compliance with the Code and the Insider Trading Policies, on a regular basis. Easterly has established policies and procedures to monitor and resolve conflicts concerning investment opportunities in a manner it deems fair and equitable, including the restrictions placed on personal trading in the Code, as described above. Easterly conducts regular monitoring of employee and other covered persons transactions and trading patterns for actual or perceived conflicts of interest, including those conflicts that may arise as a result of personal trades in the same or similar securities made at or about the 27  same time as Client trades. The Advisory Affiliates may also have ongoing relationships with companies whose securities are in or are being considered for Managed Accounts. From time to time, Easterly may acquire securities or other financial instruments of an issuer for a Managed Account which are senior or junior to securities or financial instruments of the same issuer that are held by, or acquired for, another Managed Account (e.g., one Managed Account may acquire senior debt while another Managed Account may acquire subordinated debt). Easterly recognizes that conflicts may arise under such circumstances and has adopted policies and procedures reasonably designed to identify and mitigate such conflicts. Easterly maintains policies and procedures designed to prevent the misuse of material non-public information. Easterly Access Persons (which includes all Easterly employees and designated other individuals as further described in Easterly’s Code of Ethics Policy) are prohibited from seeking out material non-public information or, in cases where they come into possession of material non-public information, using it as a basis for purchasing or selling securities in Client accounts or in their personal accounts. Access Persons are also prohibited from further disseminating material non-public information to any other parties either within or outside of Easterly, except for the Compliance Department in order to verify whether certain information is, in fact, material non-public information. Cross Trades and Principal Transactions Easterly and its personnel do not purchase or sell any securities for their own accounts to or from Managed Accounts. However, Easterly may determine that it is in the best interest of the Managed Accounts to effect securities trades through crosses and/or internal crosses between or among the Managed Accounts, subject to each Managed Account’s investment guidelines and restrictions. This could occur, for example, in connection with a rebalancing transaction. In such cases, one Managed Account will purchase securities held by another Managed Account. If Easterly decides to engage in a cross trade, Easterly will determine that the trade is in the best interests of all Clients involved in it and take steps to ensure that the transaction is consistent with the duty to obtain best execution for each of those Clients. Easterly may execute cross trades with the assistance of a broker-dealer who executes and books the transaction at the close of the market on the day of the transaction. Alternatively, a cross trade between two Clients may occur as an “internal cross,” where Easterly instructs the custodian for the Client to book the transaction at a price determined in accordance with Easterly’s valuation policy. If Easterly effects an internal cross, Easterly will not receive any fee in connection with the completion of the transaction. In certain circumstances relating to fixed income transactions, Easterly may determine that a bond that is being sold from one or more Client portfolios is appropriate for another Client account. This circumstance may arise in the event that one or more accounts are closing (or raising cash at the Client’s request) at a time when other accounts are opening or funding and being invested by Easterly. In these instances, Easterly will generally seek multiple bids from independent broker/dealers for the bond that Easterly wishes to sell to obtain the most favorable execution reasonably available at that time for the sale. Easterly may, in its discretion, then go back into the market via independent broker/dealers to determine if the bond can be repurchased for another Client account, at a price Easterly determines is appropriate under the circumstances for the Client account that is buying the bond. Since this bond is being exposed to the market through this process with the broker/dealer, there is no guarantee that Easterly will be able repurchase to the bond, because the broker/dealer may determine to sell the bond to another buyer, or to hold the bond for the broker/dealer’s own inventory. These types of transactions are separate and independent transactions, with market exposure for the bond that is being traded. With respect to mutual funds, the firm can consider engaging in cross trades if all the Safe Harbor conditions and no-action letter relief under the Investment Company Act Rule 17a-7 are adhered to and the transaction is in the best interest of the Funds. 28  Easterly would effectuate these transactions based on the then current market price and consistent with valuation and other procedures established by Easterly. Neither Easterly nor any related party will receive any compensation in connection with these cross-trading transactions. Principal Trades Easterly does not engage in principal trades with its Clients. Gifts and Business Entertainment The Code includes policies and procedures for giving or receiving gifts and business entertainment and establishes dollar limits for the giving or receiving of gifts, in an effort to mitigate potential conflicts of interest between Easterly Access Persons and Easterly’s vendors, broker/dealers, consultants, or other business relationships. Easterly’s Compliance Department maintains records of reported gifts and conducts periodic reviews to identify potential conflicts of interest. As described in Item 10, certain employees of Easterly are also registered representatives of Easterly Securities and are subject to additional procedures and restrictions with respect to gifts and business entertainment activities. Outside Business Activities The Code contains guidelines and requirements for the outside business activities of Easterly employees. These parameters are intended to prevent material conflicts of interest with Easterly Clients, the firm and employees’ roles and responsibilities at Easterly. As described in Item 10, certain employees of Easterly are also registered representatives of Easterly Securities LLC and are subject to additional procedures and restrictions with respect to outside business activities. Charitable Contributions Easterly recognizes the importance of charitable non-profit organizations and encourages our employees to support those organizations that are important to them. From time to time, Easterly donates to charitable enterprises that are Easterly Clients or that are associated with Easterly Clients or employees. Members of Easterly management approve charitable contributions made by Easterly. Political Contributions Easterly prohibits its employees from making political contributions in the name of, or on behalf of Easterly, to any political committee, candidate or party, or from making any political contributions for the purpose of securing or retaining business. Easterly maintains policies and procedures that establish dollar limits for employees’ personal political contributions, as well as preclearance requirements that must be met before such contributions are made by Easterly employees followed by reporting of approved and executed contributions. Distribution of Code All Easterly Access Persons are provided with a copy of the Code at the time of hire and at least annually thereafter. As a condition of employment, Access Persons must affirm that they have received, read and comply with all applicable provisions of the Code. Easterly’s Legal & Compliance Department conducts periodic training to review the Code with all Access Persons. A copy of Easterly’s Code is also available to Clients or prospective Clients upon request and may be obtained by contacting Easterly using the contact information on the Cover Page of this Brochure. General Partners’ Interest; Fees Special purpose entities affiliated with Easterly (each, an “Easterly GP”) serve as the general partners of the Private Funds. Each Easterly GP’s entitlement to receive performance-based incentive fees will, in certain cases, creates an incentive for the Easterly GP and Easterly to make riskier or more speculative 29  investments on behalf of a Private Fund than would be the case in the absence of this arrangement and will, in certain cases, create an incentive for Easterly to disproportionately allocate time, services or functions to a Private Fund or allocate investment opportunities to a Private Fund. U.S. tax reform legislation requires Easterly GP to hold an investment for more than three years in order for the carried interest related to such investment to be treated as long-term capital gains for tax purposes. This lengthened holding period will, in certain circumstances, result in a conflict between Easterly’s interests and the interests of investors with respect to the sequence and timing of disposals of investments. Investors in the Private Funds generally are eligible for long-term capital gains treatment after a holdings period of only one year. Easterly GP or Easterly may from time to time be responsible for the valuation of certain of a Private Fund’s investments. Each Easterly GP generally does not receive incentive fees until investors receive distributions equal to their share of write-downs not considered in prior distributions or until the Private Fund has exceeded previous “high water marks”. Each Easterly GP therefore has a conflict of interest with respect to such valuations because the amount of incentive fees to which such Easterly GP is entitled with respect to a Private Fund, and the timing of its receipt of such fees, will depend in part on the value of the investments that continue to be held by the Private Fund. Further, in the “catch-up” period (if any) that occurs after investors in a Private Fund have received the applicable preferred return, an Easterly GP or Easterly, as applicable, is incentivized to bring realizations forward and lock in returns (and stop the accrual of the preferred return), even though the Private Fund would achieve a higher overall return if it had realized the investment later. Finally, each Easterly GP or Easterly could be motivated to overstate valuations to improve a Private Fund’s track record or to minimize losses from write-downs that would need to be returned in accordance with the terms of such Private Fund’s governing documents prior to an Easterly GP’s receiving incentive fees. Easterly has valuation policies and procedures in place to protect against such conflicts of interest. In addition, if a Private Fund makes any distribution in-kind to investors or to any investor in particular, the fair market value of such property will be determined by the applicable Easterly GP or Easterly. If the valuations made by an Easterly GP or Easterly are incorrect (including both with respect to an in-kind distribution or with respect to the fair value of investments that continue to be held by a Private Fund), the incentive fees received by the Easterly GP, or the timing of receipt of such incentive fees, could also be incorrect. An independent valuation or appraisal generally will not be required and is not expected to be obtained in connection with in-kind distributions or contributions. 30  ITEM 12 BROKERAGE PRACTICES As noted previously, Easterly has full discretionary authority to manage the Managed Accounts, including authority to make decisions with respect to which securities are bought and sold with and without prior consultation with the Client, the amount and price of those securities, the brokers or dealers to be used for a particular transaction, and commissions or markups and markdowns paid. Easterly’s authority is limited by its own internal policies and procedures and each Managed Account’s investment management agreement/guidelines. Easterly has no discretionary authority or control over security transactions, if any, for any Model Portfolio. Therefore, Easterly does not execute any transactions for the Model Portfolios, and the financial intermediary is under no obligation to follow Easterly’s recommendations. Clients with Managed Accounts may request or require Easterly to use a specified broker-dealer to execute the Managed Account’s securities transactions and may have made separate arrangements with such broker- dealers regarding the commissions to be paid with respect to such transactions. These Clients are sometimes referred to collectively in this Brochure as “Directed Brokerage Accounts” and individually as a “Directed Brokerage Account.” Easterly places its Managed Accounts in two trading groups based upon where a Client’s assets are held or where the Client has directed that their securities transactions be executed, consisting of Managed Accounts settled on a delivery versus payment (“DVP”) basis and other Managed Accounts for which Clients have directed that their securities transactions be executed at a specific broker-dealer (the “Directed Brokerage Group”). There is no assurance that Easterly can accommodate any Managed Accounts’ directed brokerage request(s). However, Easterly shall make a good faith attempt to determine if such an arrangement is possible. To minimize conflicts of interest among the Easterly Trading Groups and to help avoid potentially volatile price movements caused by the entering of Client orders into the market simultaneously, Easterly maintains a daily trading rotation whereby generally, its orders are executed sequentially for each Easterly Trading Group and each Managed Account where available trading the same security receives the same prices by means of the aggregation of orders utilizing an average price account except for certain Directed Brokerage Accounts. An expected recognized by-product of Easterly’s rotational process is that Clients across trading groups likely will receive different prices for their orders based on the time (and date, in cases where an order continues beyond a single trading day) that such orders are executed, or an order may not be executed because of price sensitivity or lack of liquidity. Nevertheless, it is Easterly’s good faith and reasonable determination that over time no one trading group or Client within a trading group is regularly advantaged or disadvantaged by its rational approach to trade order rotation. Easterly generally will not be able to aggregate orders across all accounts in all circumstances because certain advisory accounts will be held with a specified broker-dealer as, for example, in the case of a Directed Brokerage Group or a Client that has directed their commissions to specific broker-dealers. Advisory Clients choose their custodian, bank, trust company, or brokerage firm where the Client assets will be held provided that Easterly is able to operationally perform investment advisory services. Clients are not obligated to maintain a brokerage account with any broker-dealer nor obligated to purchase any investment products affiliated with Easterly. As noted in Item 4 Advisory Business of this Brochure, Easterly manages accounts of certain family members and employees of Easterly. For Directed Brokerage Accounts, where Easterly does not have the discretion to select broker-dealers: • Easterly does not negotiate commission rates. Rather, the commission rates will be as negotiated by the Client with the broker-dealer, and this will not change as a result of Easterly serving as an investment adviser. Easterly will attempt to help minimize brokerage transaction costs, and the use 31  of a directed broker request may result in transactions occurring at different times with different prices; • Easterly is not responsible for obtaining competitive bids on directed trades done on a net basis; and • Easterly may be unable to obtain a more favorable price based on transaction volume on transactions that cannot be aggregated with transactions of its other advisory Clients. Portfolio transactions for each Client where Easterly has the discretion to select broker-dealers for execution of orders (which excludes the Directed Brokerage Group) will be allocated to brokers-dealers on the basis of numerous factors and not necessarily lowest pricing. Brokers and dealers may provide other services that are beneficial to Easterly and/or certain Clients, but not beneficial to all Clients. In selecting an appropriate broker-dealer to effect a Client trade, Easterly seeks to obtain best execution, taking into consideration the price of a security offered by the broker-dealer, as well as a broker-dealer’s full range and quality of their services including, among other things, their facilities, reliability and financial responsibility, execution capability, commission rates, responsiveness to Easterly, brokerage and research services provided to Easterly (e.g., research ideas, analysis, and investment strategies), special execution and block positioning capabilities, clearance, market making capabilities (including participation in initial public offerings), and settlement, and potentially custodial services. Accordingly, the commission rates (or dealer markups and markdowns) charged to Managed Accounts by brokers or dealers in the foregoing circumstances may be higher than those charged by other brokers or dealers who may not offer such services. Easterly does not deem it practicable and in the best interest of its Clients to solicit competitive bids or commission rates on each transaction. However, consideration is given regularly to information concerning the prevailing level of commissions charged on comparable transactions by other qualified brokers and dealers. Generally, Easterly does not separately compensate any broker or dealer for any of these other services. If Easterly decides, based on the factors set forth above, to execute OTC transactions on an agency basis through Electronic Communications Networks (“ECNs”) or “Dark Pools,” it will also consider the following factors when choosing to use one ECN over another: the ease of use, the flexibility of the ECN compared to other ECNs and the level of care and attention that will be given to smaller orders. Easterly maintains policies and procedures to review the quality of executions, including periodic reviews by its investment professionals. Easterly does not submit or execute any Client related portfolio transaction with Easterly Securities, its affiliated broker-dealer, as Easterly Securities is not an executing or clearing broker-dealer. Easterly does not believe this impacts its ability to achieve best execution for portfolio-related transactions. Soft Dollar Usage and Commission Sharing Arrangements From time to time, Clients may incur broker-dealer commissions (or markups or markdowns with respect to certain types of riskless principal transaction) when Easterly effects security transactions for their Managed Accounts in excess of that which another broker-dealer might have charged for effecting the transaction in recognition of the value of the brokerage and research services provided by the broker-dealer. Easterly will effect such transactions, and receive such brokerage and research services, only to the extent that they fall within the safe harbor provided by Section 28(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and subject to prevailing guidance provided by the SEC regarding Section 28(e) of the Exchange Act. Easterly believes it is important to its investment decision-making processes to have access to independent research. Generally, research services provided by broker-dealers may include information on the economy, industries, groups of securities, individual companies, statistical information, accounting and tax law 32  interpretations, political developments, legal developments affecting portfolio securities, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis, and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, computer software, and meetings arranged with corporate and industry spokespersons, economists, academicians, and government representatives. In some cases, research services are generated by third parties but are provided to Easterly by or through broker-dealers. Also, consistent with Section 28(e) of the Exchange Act, research products or services obtained with “soft dollars” or commission sharing arrangements (herein used interchangeably) generated by one or more Managed Accounts may be used by Easterly to service one or more other Managed Accounts, including Clients that may not have paid for the soft dollar benefits. Easterly does not seek to allocate soft dollar benefits to Client accounts in proportion to the soft dollar credits the Client accounts generate. Where a product or service obtained with soft dollars provides both research and non-research assistance to Easterly (e.g., a “mixed use” item), Easterly will make a good faith allocation of the cost that may be paid for with soft dollars. In making good faith allocations of costs between administrative benefits and research and brokerage services, a conflict of interest may exist by reason of Easterly’s allocation of the costs of such benefits and services between those that primarily benefit Easterly and those that primarily benefit the Managed Accounts. When Easterly uses Client brokerage commissions (or markups or markdowns) to obtain research or other products or services, Easterly will receive a benefit because it does not have to produce or pay for such products or services. Easterly may have an incentive to select or recommend a broker-dealer based on Easterly’s interest in receiving research or other products or services, rather than on its Client’s interest in receiving most favorable execution. Easterly or its related persons may acquire the following types of products and services with Client brokerage commissions (or markups or markdowns): information on the economy, industries, groups of securities, legal developments affecting portfolio securities, political developments or individual companies; statistical information; accounting, regulatory and tax law interpretations; pricing services; credit analysis risk measurement analysis; performance analysis; and analysis of corporate responsibility issues. Such research services are received primarily in the form of written reports, telephone contacts, and personal meetings with security analysts. In addition, such research services may be provided in the form of access to various computer-generated data, computer hardware and software, and meetings arranged with corporate and industry spokespersons, economists, academics, and government representatives. In some cases, research services will be generated by third parties but are provided to Easterly by or through broker- dealers. At least annually, Easterly will consider the amount and nature of the research and research services provided by broker-dealers, as well as the extent to which such services are relied upon and attempts to allocate a portion of the brokerage business of its Client on the basis of that consideration. Broker-dealers sometimes suggest a level of business they would like to receive in return for the various products and services they provide. Actual brokerage business received by any broker-dealer may be less than the suggested allocation but can (and often does) exceed the suggested level because total brokerage is allocated on the basis of all of the considerations described above. In no case will Easterly make binding commitments as to the level of brokerage commissions it will allocate to a broker-dealer, nor will it commit to paying cash if any informal targets are not met. A broker-dealer is not excluded from receiving business because it has not been identified as providing research products or services. 33  Trade Allocation Policies and Procedures Easterly may give advice or take action with respect to the investments of one or more Managed Accounts that may not be given or taken with respect to other Managed Accounts with similar investment programs, objectives, and strategies. Accordingly, Managed Accounts with similar strategies may not hold the same securities or instruments or achieve the same performance. Easterly also may advise Managed Accounts with conflicting programs, objectives or strategies. These activities also may adversely affect the prices and availability of other securities or instruments held by or potentially considered for one or more Managed Accounts. Finally, Easterly and its personnel may have conflicts in allocating their time and services among the Managed Accounts. Easterly devotes as much time to each Managed Account as Easterly deems appropriate to perform its duties in accordance with its management agreements. Certain Clients may have investment programs that are similar to or overlap and may, therefore, participate with each other in investments. It is the policy of Easterly to allocate investment opportunities for the Managed Accounts fairly and equitably, to the extent possible, over a period of time. Easterly, however, has no obligation to purchase, sell or exchange any security or financial instrument for a Managed Account that Easterly may purchase, sell or exchange for another Managed Account if Easterly believes in good faith at the time the investment decision is made that such transaction or investment would be unsuitable, impractical or undesirable for a particular Managed Account. Easterly generally will make investment decisions among Managed Accounts depending on the particular investment strategy pursued by each Managed Account. Allocations among Managed Accounts within a particular strategy are then made generally on a pro rata basis in proportion to the relative value of each Managed Account’s eligible net assets, or on a pro rata basis in proportion to the actual position size held by each Managed Account. However, Easterly may take into consideration a number of additional factors, including, among others, the nature and size of the proportion of a securities issue likely to be available to Easterly or the nature and size of the proposed transaction; the investment objectives and/or investment strategy, tax consequences (if applicable), risk tolerances, time horizons and restrictions and guidelines of the Managed Accounts; the eligibility to invest in initial public offerings; the relative size and cash availability of the applicable strategy within a Managed Account; in limited circumstances, the ability to borrow and the cost of borrowed funds; legal restrictions, including those that may arise in foreign jurisdictions; the liquidity of the investment relative to the need of each Managed Account; the degree of specialization of a Managed Account relative to the investment offered; the relative historical participation of a Managed Account in the investment; the difficulty of liquidating an investment for more than one Client; the possibility that an allocation may result in a small or odd lot; new Client with a substantial amount of investable cash; and other factors that may be considered relevant. Easterly acts as the investment adviser to Model Portfolios where Easterly does not exercise trading discretion. Investment opportunities considered by Easterly to be appropriate for certain of the Separately Managed Accounts following similar investment strategies will generally over time be equitably allocated based on considerations such as relative capital, specific investment guidelines, the composition of the portfolios at the time of purchase and tax considerations. This may result in the Model Portfolios receiving an investment recommendation either at or about the same time as other accounts or afterward depending upon and subject to the model portfolio investment restrictions. Model Portfolios are not subject to the Easterly trade rotation program as Easterly does not execute any specific investment recommendation and there is no assurance the model portfolio investment recommendations will be implemented or that they will ultimately receive a purchase or sale price similar to other Managed Accounts. Easterly may combine purchase or sale orders with orders for other Managed Accounts and allocate the securities or other assets so purchased or sold, on an average price basis, among such accounts. Easterly may enter into arrangements with broker-dealers to open such “average price” accounts wherein orders placed during a trading day are placed on behalf of the Managed Accounts and are allocated among such accounts using an average price. 34  Generally, Managed Accounts are traded together in a daily pre-determined trading rotation within a relevant or same investment strategy group, and investment decisions are made for that group following a similar or same investment strategy. However, because certain Client accounts such as the Directed Brokerage Accounts are directed or required to be held with a specified broker-dealer, Easterly is not able to aggregate orders for those accounts with orders for other Easterly Trading Groups. Moreover, Easterly periodically reviews its trades for best execution. Easterly’s trading desk follows protocol and procedures to ensure that all Managed Accounts are treated fairly over time. Allocations will be made among Client accounts eligible to participate in initial public offerings and secondary offerings on a pro rata basis, except when Easterly may determine in its discretion that a pro rata allocation is not appropriate, which may be based on factors including, the investment strategy, a Client’s investment guidelines explicitly prohibiting participation in initial public offerings or secondary offerings and/or a Client’s status as a “restricted person” under applicable regulations Aggregation Policies and Procedures If Easterly determines that the purchase or sale of the same security is in the best interest of more than one Managed Account (including Separately Managed Accounts in which Easterly personnel have a direct or indirect ownership interest), Easterly may, but is not obligated to, aggregate orders to reduce transaction costs to the extent permitted by applicable law. As noted above, because certain Managed Accounts are held with a specified broker-dealer, including accounts in which Easterly personnel have a direct or indirect ownership interest, and certain Managed Accounts direct Easterly to execute their securities transactions through a specified broker-dealer, Easterly generally is not able to aggregate orders across all accounts in all circumstances. To address this situation, Easterly typically will treat its Managed Accounts as falling within separate trading groups depending on where their accounts are held and generally aggregates appropriate trades across accounts within each trading group where possible or practicable. Directed accounts are generally not aggregated. In addition, to avoid placing competing trades for each separate trading group in the market simultaneously, Easterly generally will place orders for different trading groups using a daily rotational method but may deviate from this approach where Easterly believes that this approach will result in fundamental unfairness to Managed Accounts. This result may occur when trades in the same security for Managed Accounts in one separate trading group receive priority with respect to a purchase or sale of a particular security and also receive a different price, which may, and in some cases, be more favorable than the price received by Managed Accounts in another trading group. Easterly monitors its trading rotation to determine that no Separately Managed Accounts are systematically disadvantaged by this approach to trade order priority. Easterly may, depending upon market conditions, time of day, and difficulty/complexity of compiling investment advisory orders go out of its scheduled daily trading rotation if in the opinion of Easterly the circumstances warrant such action to obtain best execution, take advantage of news announcements, or prevent potential harm to other investment advisory Clients. When an aggregated order is filled through multiple trades at different prices on the same day, each participating Managed Account within a particular trading group, excluding directed accounts, will receive the average price with transaction costs allocated pro rata based on the size of each Managed Account’s participation in the order (or allocation in the event of a partial fill) as determined by Easterly. In the event of a partial fill, allocations generally will be made pro rata based on the initial order but may be modified on the basis that Easterly deems to be appropriate, including, for example, in order to avoid odd lot positions, de minimis allocations, or accounts subject to minimum ticket charges, Easterly may use a random allocation. Smaller Managed Account(s) or accounts with small portfolio positions may or may not participate with other accounts where Easterly deems the transactional costs prohibitive. This may result in either higher or lower portfolio returns than other Managed Accounts with similar investment objectives. When orders are not aggregated, trades generally will be processed in the order that they are placed with the broker or counterparty selected by Easterly. As a result, certain trades in the same security for one Client (including a Client in which Easterly and its personnel may have a direct or indirect interest) may receive 35  more or less favorable prices or terms than another Client, and orders placed later may not be filled entirely or at all, based on the prevailing market prices at the time of the order or trade. The use of derivative instruments for certain managed accounts may result in different effective net price(s) from other accounts. In addition, some opportunities for reduced transaction costs and economies of scale may not be achieved. Trade Errors Easterly may on occasion experience errors with respect to trades executed on behalf of its Clients. Trade errors can result from a variety of situations, including, for example, when the wrong security is purchased or sold, or for the wrong account, or the wrong quantity is purchased or sold (e.g., 1,000 shares instead of 10,000 shares are traded). Trade errors may result in losses or gains. Easterly will endeavor to detect trade errors prior to settlement and correct and/or mitigate them in an expeditious manner. To the extent an error is caused by counterparty, such as by a broker-dealer, Easterly will strive to recover any losses associated with such error from the counterparty but is not responsible for such error. To the extent that Easterly determines that it is responsible for a trade error, Easterly's policy is to resolve such error so that, to the extent possible, affected accounts are restored to the condition they would have been in had the error not occurred. Trade errors in connection with sponsored separately managed account programs to which Easterly serves as adviser or subadviser will generally be resolved in accordance with the applicable program sponsor’s or custodian’s policies and procedures. Net losses resulting from such errors generally require reimbursement from Easterly. Net gains resulting from such errors will either remain with the affected Client or in certain cases be accumulated and used to offset potential future losses, as specified by the applicable program sponsor’s or custodian’s policies and procedures. Easterly may not be responsible for errors that arise in the investment management process, including those that do not result in transactions in a Managed Account (such as errors that result in loss of an investment opportunity) and clerical mistakes not resulting in transactions in Client accounts. Wrap Fee Programs When permissible, Easterly may “step-out” or “trade away” from the wrap platform sponsor in seeking to achieve best execution. Clients will incur fees in addition to wrap program fees when trades are ‘stepped- out’ to broker-dealers other than your wrap sponsor. Easterly may, nevertheless, choose to trade away when it is believed the Client will benefit from such execution relative to these additional costs. The additional fees that are charged to the Client’s account are reflected in the “net price” paid for or received from the transaction and will not appear individually on the trade confirmation. In cases where Easterly is permitted to “step-out” or trade away, participation in wrap programs may cause a potential conflict of interest in the pursuit of best execution. Wrap programs may encourage Easterly to only place trades through the program sponsor without considering execution quality. Likewise, Easterly’s choice to step-out trades may cause a reduction in the number of future accounts obtained from the platform. Easterly attempts to mitigate this conflict by considering the factors listed above when making execution decisions, as our primary obligation is to act in the best interest of our Clients. Foreign Exchange Transactions Easterly transacts in foreign exchange (“FX”) in certain strategies to settle purchases of securities denominated in currencies other than the base currency of Client accounts, to convert sales proceeds to base currency, and to manage income received or expenses paid in foreign currency. Active currency management does not play a significant role in our investment strategies, and we do not trade or hold FX for speculative purposes. We generally do not engage in FX transactions in accounts invested in our domestic equity strategies. 36  Easterly typically provides custodian banks with standing instructions to execute FX transactions for Client accounts, including executing FX transactions in relation to dividend and income repatriation, interest, and cash proceeds from corporate actions. The rates charged by custodians for these types of FX transactions are fixed by the custodians, are generally not able to be negotiated by Easterly, and vary among custodians and accounts. In instances where Easterly does not provide standing instructions to custodians, Easterly will use a third-party execution service to facilitate the FX transaction. As further described above, Easterly utilizes an independent third-party trade cost analysis vendor to assist in the analysis of trade execution data, including FX transactions. Policies for executing FX transactions pursuant to standing instructions vary among custodians with respect to key aspects such the time of execution, the netting of offsetting transactions, the price, spread or fee charged, and the nature and detail of transaction reporting provided to Clients. A custodian’s FX transactions may or may not be competitive or transparent. Clients are therefore encouraged to discuss FX transactions with their selected custodian in order to understand the custodian’s policies, procedures and obligations with respect to FX transactions. In addition, for some Client accounts, Easterly has discretion to negotiate and place FX transactions with third parties other than the Client’s custodian bank. 37  ITEM 13 REVIEW OF ACCOUNTS Account Reviews Easterly performs various daily, weekly, monthly, quarterly and other periodic reviews of each Client’s portfolio. Such reviews are conducted by Easterly’s portfolio managers, research associates and senior operations staff. A review of a Managed Account may be triggered by any unusual activity or various other circumstances. Each beneficial owner and interested parties upon the Client’s authorization with respect to its Managed Account typically receive a quarterly commentary letter from Easterly, as well as monthly or quarterly account statements directly from their respective broker-dealer or custodian. Account Statements and General Reports Unless otherwise agreed upon, Clients are provided with transaction confirmation notices and regular summary account statements directly from the broker-dealer or custodian for the Client accounts. Those Clients to whom Easterly provides investment advisory services may also receive a report from the Firm that may include such relevant account and/or market-related information such as an inventory of account holdings and account performance from time to time. Clients should compare the account statements they receive from their custodian with those they receive from Easterly. The aforementioned reporting excludes portfolios managed by Easterly as a sub- advisor. For those portfolios, the referring adviser is responsible for providing each Client with account statements and any other required regulatory reports. In addition, Easterly’s personnel may participate in periodic portfolio reviews with Clients at Easterly’s discretion or upon Client request, which are attended by the appropriate members of Easterly’s investment staff and senior personnel. Mutual Funds The Mutual Funds are reviewed regularly by Easterly investment professionals and are overseen by the Easterly Funds Trust Board of Trustees. The firm monitors financial, operational and risk factors that are or may be relevant to the respective funds. Investors and prospective investors in the Mutual Funds should refer to the prospectus for important information regarding reviews and regular reports provided to the Fund trustees and/or investors by Easterly. 38  ITEM 14 CLIENT REFERRALS AND OTHER COMPENSATION Easterly and its affiliates may from time to time utilize third-party placement agents that receive compensation, which may be borne by Easterly, including through sharing a portion of the fees (set forth in Item 5 above), for referring investors to Easterly. Easterly may enter into various arrangements pursuant to which unaffiliated third parties may be compensated for referring Clients to Easterly. Compensation is typically a percentage of Easterly’s advisory fees (including incentive fees, if any) received from the referred Clients. Easterly has engaged Easterly Securities, an affiliate of Easterly and LE Partners Holdings LLC, to solicit and market Easterly investment strategies and products to potential Clients. Easterly Securities will receive fees from Easterly for Client referrals who become Easterly Clients. Clients do not bear the placement fees charged for Client introductions or referrals. In addition, Easterly may from time to time maintain incentive compensation arrangements with certain of its employees in connection with referrals of Managed Accounts, which may be deemed to constitute indirect compensation in this regard. All such referrals shall conform to Rule 206(4)-1 under the Advisers Act. Mutual Funds Easterly has entered into an arrangement to compensate Easterly Securities for referring investors to the Mutual Funds. Pursuant to this arrangement, the parent company of Easterly Securities will be entitled to reimbursement for certain costs related to its associated persons. In theory, the payment of compensation for investor referrals can create a potential conflict of interest to the extent that such a referral is not unbiased, and the referring party is, at least partially, motivated by financial gain. As this situation can present a conflict of interest, we strive to ensure that all such compensation is paid in accordance with applicable regulatory requirements, and that we provide fair disclosure of such conflicts or potential conflicts of interest. Separately Managed Accounts We pay a referral fee to one individual for referral of an SMA account. Relationships with Consultants Some of Easterly’s Clients and prospective Clients retain investment consultants to advise them on the selection and review of investment managers. Easterly may manage accounts introduced to Easterly through consultants, and these consultants or their affiliates may recommend Easterly’s investment advisory services to their Clients or otherwise place Easterly into searches or other selection processes on behalf of their Clients. For consultants that are also broker/dealers and/or registered investment advisers, Easterly may also trade securities through such firms and/or provide investment management services to such firms or their Clients. Easterly provides consultants with information on accounts we manage for mutual Clients as directed by those Clients. Easterly also provides more general information about its investment strategies and processes to consultants that use that information for searches they conduct for their Clients. Easterly may also respond to “Requests for Proposals” from prospective Clients and/or consultants in connection with those searches. Easterly may serve as investment adviser for the proprietary accounts of consultants or their affiliates, or as adviser or subadviser for funds or programs offered by consultants or their affiliates. 39  Consultant Databases Easterly may pay consultants or other third parties to include information about Easterly’s investment advisory services in databases maintained to support searches of investment managers for prospective Clients. 40  ITEM 15 CUSTODY All Client assets are maintained with qualified custodians such as banks or registered broker-dealers. Clients receive account statements from their respective custodians at least quarterly. These statements are considered the official record of Client accounts and require careful review. Easterly has custody of Client funds and securities in the following two cases: 1) Through the deduction of advisory fees in select Client accounts, and 2) Through access to funds and securities in the Private Funds. These two forms of custody are detailed below. In no other way – either directly or indirectly – does Easterly have custody of funds or securities. We do not accept delivery of Client securities, e.g., stock certificates, stock powers, bonds, etc., or checks and we have procedures in place to deal with instances of ‘inadvertent custody’ should they occur. Deduction of Advisory Fees Certain “qualified custodians” (e.g., broker-dealers) allow Easterly to deduct advisory fees directly from Client accounts. Easterly is deemed to have custody in these situations according to the Advisers Act. If you have an account with one of these custodians, you authorize us to debit fees directly from your account balance in your written agreement with the custodian. No less than quarterly, the custodian is required to send you account statements indicating all amounts disbursed from your account, including the amount of advisory fees that were paid to Easterly. The principal risk associated with this limited form of custody is that a fee will be deducted that we are not entitled to under the terms of your agreement. This risk can be mitigated by carefully reviewing the account statements your custodian sends to you. Access to Funds and Securities in the Private Funds An adviser who acts as a general partner to a limited partnership has authority to dispose of funds and securities in the limited partnership’s account, which represents custody of Client assets. Easterly controls the general partners of the Private Funds. Therefore, Easterly is deemed to have custody of each Private Fund’s assets. The Private Funds are independently audited by a Public Company Accounting Oversight Board(“PCAOB”) registered firm and in certain cases also subject to surprise examinations. In addition, the financial statements of the Private Funds are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) and delivered to investors within 120 days of the end of their respective fiscal year ends. 41  ITEM 16 INVESTMENT DISCRETION Easterly serves as discretionary investment adviser to Clients who open Separately Managed Accounts with full power and authority to supervise and make investment decisions on behalf of such Separately Managed Accounts without prior consultation with the Client. Easterly has the ability to determine the amount of securities to be purchased or sold, broker or dealer to be used unless (i) directed otherwise by the Client, and the commission rate paid for those accounts that settle transactions on a DVP/RVP basis or (ii) an account is directed by a Client and a commission rate and other fees, if applicable, have been negotiated by the Client. Clients may impose, in Easterly’s opinion, any reasonable guideline or restriction on Easterly’s ability to invest on their behalf without materially impacting its ability to invest on the Managed Accounts’ behalf. Sub-Advised Funds Easterly adheres to the investment restrictions as stated in the funds’ Prospectus, Statement of Additional Information, Investment Company Act, applicable Internal Revenue Service rules regarding investment companies, and any reasonable investment restriction imposed by the fund’s primary investment advisor, if applicable. This restriction may include types of securities to be purchased or sold, holdings in specific industries or issuers (individual position, maximum percent holdings, etc.), various tax considerations, broker-dealers that can be used for DVP Clients, and the limitation of soft dollar usage. Mutual Funds Easterly has been granted the discretionary authority in the relevant advisory agreements entered into (or assigned by) each Client to determine which securities and the amounts of securities that are bought or sold for the Mutual Funds. Separately Managed Accounts Similarly, Easterly’s investment decisions and advice with respect to each Client are subject to each Separately Managed Account’s investment objectives and guidelines, as set forth in the Client’s investment management agreement or a Sub-Advised Fund’s prospectus, as well as any written instructions provided by the Client to Easterly. Easterly has entered into an investment management agreement, or similar agreement, with each Separately Managed Account, pursuant to which Easterly was granted discretionary trading authority. Model Portfolios Easterly also manages Model Portfolios of securities for other registered investment advisers on a non- discretionary basis. Easterly does not execute any security transactions for any Model Portfolios, nor is Easterly aware of when actual transactions occur, if at all. 42  ITEM 17 VOTING CLIENT SECURITIES Easterly will, if authorized by the Client, vote proxies on their behalf. Easterly is responsible for voting such shares of Client’s discretionary securities under management. However, in certain cases, in accordance with the agreement governing the account, the Client may expressly retain the authority to vote proxies or instruct Easterly how to vote any given proxy. Such Client should receive their proxies or other shareholder notifications and solicitations directly from their custodian. Please note that in such cases, the proxy voting policies and procedures described below would not apply. The SEC adopted Rule 206(4)-6 under the Advisers Act, which requires registered investment advisers that exercise voting authority over Client securities to implement proxy voting policies. In compliance with such rules, Easterly has adopted proxy voting policies and procedures (the “Policies”). The general policy is to vote proxy proposals, amendments, consents, or resolutions relating to Client securities, including interests in private investment funds, if any (collectively, “proxies”), in a manner that serves the best interests of the Managed Accounts, as determined by Easterly in its discretion. Easterly believes this alleviates potential conflicts of interests that may exist between Easterly and the Client with respect to proxy voting. Generally, Easterly utilizes the proxy voting guidelines set forth by Glass Lewis, Inc. (“GL”) with respect to a wide range of matters. These guidelines address a range of issues, including corporate governance, executive compensation, capital structure proposals and social responsibility issues and are meant to be general voting parameters on issues that arise most frequently. If Easterly determines that it may have, or is perceived to have, a conflict of interest when voting proxies, Easterly will vote in accordance with the Policies. Easterly may vote certain proxies on a case-by-case basis contrary to GL proxy voting guidelines if Easterly believes that such vote would be in the best interest of the Client. If such action is undertaken by Easterly, it will usually vote with management’s recommendation. If GL does not have a recommendation or if Easterly is not able to obtain a voting recommendation from GL for any reason, Easterly will vote in favor of management’s recommendation provided that there are no material conflicts of interests present. If management or GL has no recommendation, Easterly may vote the Client’s shares where Easterly believes would best reflect management’s ability to enhance shareholder value. This may result in Easterly voting what may be perceived in management’s favor. In limited circumstances and for non-United States proxy issuers, Easterly may refrain from voting proxies where Easterly believes that voting would be inappropriate taking into consideration the cost of voting the proxy, applicable proxy voting share-blocking requirements, disclosure of the Client’s non-public information, and the anticipated benefit, potential costs or lost trading opportunity to the Clients. Mutual Funds Easterly is granted the authority and responsibility to vote proxies solicited by the issuers of securities held in Client accounts. Easterly and its subadvisors will vote proxies in the best interest of Clients, typically with the goal of maximizing value. Easterly and each such subadvisor will have its own policies, practices, and procedures with respect to proxy voting. As part of Easterly’s due diligence of the subadvisors, the firm will seek to ensure that any subadvisor engaged by the firm has adopted policies and procedures that govern how proxies are voted. Both Easterly and its subadvisors policies and procedures are required to address the handling of conflicts of interested that may arise in the voting of proxies. To that end, our firm endeavors to vote proxies in the manner that it determines in good faith will be the most likely to cause the Mutual Funds’ investments to increase the most or decline the least in value. Consideration is given to both the short and long-term implications of the proposal to be voted on when considering the optimal vote. Easterly shall maintain required records relating to votes cast, Client requests for information and Easterly’s proxy voting policies and procedures in accordance with applicable law. 43  A copy of Easterly voting policies and the proxy voting records relating to a Client may be obtained by the Client by contacting Easterly at 138 Conant Street, Suite 100, Beverly, Massachusetts 01915 or by calling Easterly at (617) 231-4300 and/or compliance@easterlyam.com. 44  ITEM 18 FINANCIAL INFORMATION Easterly is not required to include a balance sheet for its most recent fiscal year, is not aware of any financial condition reasonably likely to impair its ability to meet contractual commitments to Clients and has not been the subject of a bankruptcy petition at any time since inception. 45  APPENDIX A – FEE INFORMATION Set forth below are the standard investment management fee schedules for each Easterly investment team. Clients maintain separate management agreements directly with Easterly and pay management fees based on the investment strategy and asset levels. These fees are exclusive of transactional and/or custodial costs. Generally, the investment management agreement between the Client and Easterly is terminable upon receipt of written notice of termination by either Easterly or the Client. Easterly generally will bill Clients in arrears; however, for any Clients that elect to be billed in advance, the Client will be entitled to any unearned portion of the management fee upon termination. All fees and account minimums are negotiable and may be discounted in Easterly’s discretion. The schedules set forth below only reflect Easterly’s investment management fee. Certain qualified and eligible Clients may negotiate a performance-based fee arrangement. Any performance-based compensation will be charged or allocated, as applicable, in accordance with Section 205 of the U.S. Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 205- 3 under the Advisers Act. Strategies managed by the Snow Investment Team Separately Managed Accounts and Model Portfolios All Cap Value 0.70% on assets Focused Value 0.95% on assets Small Cap Value 0.70% on the first $25 million 0.55% on the next $75 million 0.50% on the next $100 million 0.45% on the next $100 million 0.35% on the balance SMID Cap Value 0.65% on the first $25 million 0.50% on the next $75 million 0.45% on the next $100 million 0.40% on the next $100 million 0.30% on the balance For strategies managed by the Ranger Investment Team Global Real Estate 70bps on first $50M 60bps on the next $50M 50bps greater than $100M US Real Estate 0.50bps on assets 46  PAGE LEFT INTENTIONALLY BLANK 47