Bay Point Advisors, LLC (“BPA” or the “Adviser”, “we”, “us” or “our”) is a limited liability company organized under the laws of Delaware. BPA, is a registered investment adviser with the Securities and Exchange Commission (“SEC”) and is therefore subject to the Investment Advisers Act of 1940, as amended (“Advisers Act”). BPA has current business activities that primarily consist of providing investment advisory services to Private Funds (as defined below). Certain of BPA’s Private Funds operate under exemptions available under the Investment Company Act of 1940, as amended (“ICA”). BPA also serves as investment adviser to a certain Private Fund structured as a Cayman Islands exempted company incorporated pursuant to the Companies Law (as amended) of the Cayman Islands. In addition, BPA facilitates loan participation interests with investors in exchange for service fees that are negotiated under a participation agreement. BPA is owned by these entities: Bay Point Venture Corp., a company incorporated under Delaware laws; Andros Holdings, LLC, a limited liability company organized under Georgia laws; and GEJ Investment Corp., a company incorporated under Georgia laws. The indirect owners and principal officers of the Adviser include: James Kauffmann, Managing Member; Charles Andros, Managing Member; and Gregory Jacobs, Managing Member. BPA, more specifically, serves as Adviser and General Partner to three private funds (collectively, the “Credit Funds”):
• Bay Point Capital Partners, LP (“Fund I”);
• Bay Point Capital Partners II, LP (“Fund II” or “Master Fund”); and
• BPCP II Offshore, Ltd. (“Offshore Fund” or “Feeder Fund”). BPA, also serves as Adviser to a private fund that has a separate, but related, General Partner. The General Partner for that private fund is BP Legal GP, LLC:
• Bay Point Legal Fund, LP (“Legal Fund”) The Credit Funds and the Legal Fund shall be collectively referred to herein as the “Private Funds.” The Private Funds themselves are the clients of the Adviser and the investment advice is based on the investment objectives of each Private Fund and not the Limited Partners in the Private Funds (or “Limited Partners”). Limited Partners must meet the criteria attendant to being deemed a “qualified client” as defined under the Advisers Act for investment in Fund I and Legal Fund whereas Limited Partners in the Master Fund and Offshore Fund must meet more rigorous requirements as “qualified purchasers” as defined under the ICA. BPA is a member in the General Partner entity for the Legal Fund. The other member in the General Partner entity is an employee of BPA. Furthermore, the General Partner of the Legal Fund is subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. The General Partner of the Legal Fund operates as a single advisory business together with the Adviser.
The strategic objective of the Credit Funds is to generate consistent, low volatility returns and generate current income primarily by making or purchasing loans and by otherwise identifying securities and other investments that the Adviser believes can be purchased at a discount to their long-term intrinsic value. The Credit Funds typically invest, either directly or indirectly, in privately negotiated investments in a variety of secured or unsecured loan types (as described in further detail within Section 8: Methods of Analysis, Investment Strategies and Risk of Loss.) The strategic objective of the Legal Fund is to generate income and capital appreciation primarily through acquiring and owning financial interests in certain litigation matters, including multi-jurisdictional mass tort litigation matters, in the United States, through one or more funding agreements. Bay Point Legal Partners, PLLC (the “Arizona Law Firm”) is a limited liability company formed under the laws of the State of Arizona. The Arizona Law Firm is owned directly by one of the members of the General Partner of

the Legal Fund. The Legal Fund seeks to primarily achieve its investment objectives through funding agreements and revenue pledge agreements with the Arizona Law Firm. Each funding agreement is structured as a promissory note and have maturities that end no later than the termination of the Legal Fund. The revenue pledge agreements grant the Legal Fund a revenue pledge of 100% of all revenue earned by the Arizona Law Firm less the cost of such revenue. Bay Point Media, LLC (“BPM”) is a wholly owned subsidiary of Bay Point Advisors. BPM is a relying advisor with BPA. BPM provides debt financing and growth capital for production, distribution, and infrastructure to the film and television industries. The Adviser’s specific advisory services with respect to each Private Fund are detailed in the applicable private placement memoranda (or similar offering documents), investment management agreements, limited partner agreements, and other operating agreements (together “Governing Documents”). BPA presently provides investment advice only to the Private Funds and, as such, does not tailor its advisory services or investment objectives or strategies to the requests or needs of individual Limited Partners in the Private Funds, nor does it generally accept underlying investment restrictions from Limited Partners in the Private Funds, although certain Limited Partners may be excused from a particular investment due to legal, regulatory or other agreed upon circumstances in BPA’s sole discretion. As noted, BPA facilitates loan participation interests through participation agreements which, at times, may cause a conflict of interest in connection to the management of the Private Funds and by extension to the Private Funds’ Limited Partners in the Private Funds. BPA has adopted controls to mitigate the conflicts in keeping with its fiduciary standard as a registered investment adviser. Fund II has entered into a master-participation agreement (i.e., contract between these parties to facilitate joint purchases) with Fund I. Both Fund I and Fund II maintain the same investment objective (as outlined above) and substantially the same investment strategy. The only material difference between the Fund I and Fund II is that Fund I operates pursuant to an exemption from registration under the ICA provided by Section 3(c)(1), which requires that Fund I interests not at any time be owned by more than 100 beneficial owners, whereas Fund II (and the Offshore Fund) operates pursuant to an exemption from registration under the ICA provided by Section 3(c)(7), which requires that all investors be “qualified purchasers” (as defined in Section 2(a)(51) of the ICA). The Offshore Fund is a specialty investment company that seeks to achieve its investment objective of providing investors with consistent above-average risk-adjusted returns with low volatility. The Offshore Fund seeks to achieve its objective by purchasing revolving loan and non-voting equity in Bay Point Capital Partners II Holdings LLC, a Delaware limited liability company taxed as a corporation for U.S. federal income taxes. Bay Point Capital Partners II Holdings LLC invests all of its capital in the Master Fund, which is limited to U.S. or foreign investors (or “Limited Partners”) who qualify as “qualified purchasers” as defined under the ICA. In short, the Offshore Fund is a Feeder Fund to the Master Fund. The Governing Documents describe the investment strategy and guidelines for BPA Private Funds inclusive of any applicable restrictions and the ability to vary therefrom. The Adviser then seeks to locate assets for each Private Fund that are within such guidelines and consistent with the overall portfolio needs of each Private Fund. For more detailed information regarding such restrictions, please refer to the Private Funds’ respective Governing documents. As of December 31, 2023, the Adviser has approximately $712,917,990 in regulatory assets under management, all of which are managed on a discretionary basis.