A. BACKGROUND Raith Capital Partners, LLC (together with its affiliates, “Raith,” “we,” “us,” or “our”), is a privately- held firm that provides investment advisory services to pooled investment vehicles (“Funds”) and separately managed accounts (“Managed Accounts”; together with the Funds, “Clients”), each of which invests in real estate equity or various forms of debt secured directly or indirectly by commercial real estate. Raith, a Delaware limited liability company, is an SEC-registered investment adviser formed in 2012 and headquartered in New York, NY. Raith is wholly owned by William W. Landis III, Nelson Hioe and Michael Suchy (each a “Partner” and together the “Partners”). Raith leverages a team of professionals who provide significant real estate expertise and operating capabilities to evaluate, understand, and execute various real estate investments across the capital stack. Additionally, in our opportunistic strategy, we seek to utilize Raith’s expansive platform and relationships to create value at the asset level and identify investments with strong tailwinds, capitalizes on distressed situations and aggregates portfolios in fragmented markets. Raith applies a bottom-up, fundamental analysis to each investment – quantifying the intrinsic value of the underlying assets and evaluating the risks of each transaction. Persons reviewing this Brochure should not construe this as an offering of securities or a solicitation to purchase shares in any of the Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum to eligible investors. B. TYPES OF INVESTMENT MANAGEMENT SERVICES OFFERED Raith provides investment advisory services to its Clients, which invest in various real estate and real estate-related assets. Such services typically include:
• sourcing, underwriting, structuring and negotiating potential investments;
• acquiring (and in the case of investments in certain loans, originating) investments on behalf of Clients;
• monitoring, developing, rehabilitating, managing and/or operating investments post- acquisition, including in some cases in collaboration with or through affiliates or unaffiliated third parties;
• reporting to Clients on the performance of their investments;
• providing day-to-day managerial and administrative services to Clients; and
• advising with respect to the timing and terms of disposition opportunities (including refinancing opportunities). RAITH’S EQUITY PLATFORM. Raith currently provides investment management services to several Funds, including co-investment vehicles, each of which invests in real estate equity and real estate-related debt using a deep value approach to commercial real estate investing, targeting opportunistic and special situations investments (each an “Equity Fund”). Raith currently does not have any Managed Account clients that invest in real estate equity. Raith’s Equity Funds invests across a range of sectors, targeting opportunistic returns by investing in assets experiencing dislocation or distress at the property level or within the sponsorship. Raith invests in sub and non-performing loans, value-add equity as well as selective development opportunities. Raith also seeks to aggregate individual assets and portfolios to benefit from platform-level scale. Currently, the majority of the investments of Raith’s Equity Funds take place through joint ventures with operating partners who are not affiliated with Raith. RAITH’S DEBT PLATFORM. Raith provides investment management services to a co-mingled open-ended Fund and a parallel Fund (collectively, the “Credit Fund”) and Managed Accounts, which invest in a range of debt instruments secured directly or indirectly by commercial real estate, including investment grade and non-investment grade CMBS and other securities, mortgage loans, and mezzanine loans. The investment mandates, restrictions, and level of discretion for each Managed Account are decided in consultation with the investor or investors, as applicable.

Each Managed Account investor is an institutional investor. Through the Credit Fund and the Managed Accounts on the credit platform, Raith acquires or originates debt securities (primarily commercial mortgage-backed securities and commercial real estate collateralized loan obligations), private senior and subordinate loans, and preferred equity investments. Applying the same underwriting approach and rigor as in equity investments, Raith determines the value of underlying assets while focusing on generating attractive risk-adjusted returns while seeking to mitigate the risk of loss. AFFILIATES. Certain other affiliates of Raith (each, a “General Partner Affiliate”) serve as general partner, managing member and/or investment manager of the Funds. Each General Partner Affiliate operates as a single investment management business with Raith and conducts its activities in accordance with the Advisers Act and the rules thereunder. C. CLIENT INVESTMENT GUIDELINES AND PARAMETERS Raith’s investment management business is focused on investing in a range of real estate equity and debt-related instruments, including distressed loans and value-add investment opportunities, which may include intensive asset management, workout and turnaround situations, as well as performing mortgage loans, mezzanine loans, commercial mortgage-backed securities, commercial real estate collateralized loan obligations, and other real estate debt and debt-like instruments. Our goal is to provide superior, risk-adjusted returns for our Clients by virtue of our ability to source, underwrite, price, manage, and monetize investments. Our geographic focus consists primarily commercial real estate markets located throughout the United States. FUNDS. Raith serves as investment manager or investment adviser to each Fund pursuant to an investment management agreement (each, an “IMA”) between each Fund (or the General Partner Affiliate that serves as general partner, managing member or in similar capacity to the Fund) and Raith. Raith operates in accordance with the terms set forth in the limited partnership agreement (and other applicable governing agreements) and private placement memorandum (together with the IMA and, as applicable, any side letter agreements negotiated with investors in an applicable Fund, the “Fund Documents”) of such Fund, which includes specific information concerning the operation and management of each Fund. Raith has the authority to recommend all investment decisions for each Fund, subject to investment criteria and/or restrictions set forth in the Fund Documents, respectively. Raith identifies investment opportunities for each Fund and participates in the acquisition, management, monitoring, and disposition of each Fund’s investments. Fund investments are managed in accordance with the investment objectives, strategies, guidelines, as well as the terms and conditions of investment set out in the Fund Documents. The investment periods of certain Funds have expired. Such Funds may not make new investments or may be limited solely to making follow-on investments that are related to existing investments. Raith’s attention with respect to those Funds is generally on maximizing the value of the remaining investments as opposed to sourcing new investments. MANAGED ACCOUNTS. In addition to the Funds, Raith provides investment management, advisory and certain administrative services, as well as other related services to Managed Accounts (the Fund Documents and Managed Account IMAs are collectively referred to in this Brochure as the “Governing Documents”). D. WRAP FEE PROGRAMS Raith does not participate in or offer wrap fee programs. E. CLIENT ASSETS UNDER MANAGEMENT As of December 31, 2023, Raith manages regulatory assets under management of $1,807,356,164 as follows:
• Raith manages regulatory assets under management of $1,295,572,022 on a discretionary basis.
• Raith manages regulatory assets under management of $511,784,142 on a non- discretionary basis.