Auldbrass Partners

Description of Firm Auldbrass Partners, LP (“Auldbrass,” the “Adviser,” the “Investment Manager”, "we," "our," and "us"), a Delaware limited partnership, is an investment adviser registered with the SEC. The Adviser is based out of New York, New York and has provided investment advisory services since 2011. We are primarily owned by Howard Sanders. Auldbrass, on a day-to-day basis, is managed by Howard Sanders, Founder and Managing Director, and Chris Salley, Managing Director. Auldbrass provides investment advisory services solely to private pooled investment vehicles ("Fund" or the "Funds"). The Funds are offered primarily to institutional investors. These investors purchase interests in a Fund, and investments are made at the Fund level, not for individual investors in the Fund. The Funds are primarily structured as limited partnerships, in which investors are limited partners (each, a “Limited Partner” and collectively, the “Limited Partners”) and whereby an affiliate of Auldbrass, serves as the general partner (each a “General Partner”). The primary focus of Auldbrass’ investment advisory services is acquiring secondary interests through both limited partner transactions and general partner-led opportunities in middle market buyout, global buyout, and growth equity. Auldbrass seeks to optimize returns for its investors by investing in high quality private equity opportunities primarily through secondary transactions. The advisory services for the Funds are further described in each Fund's offering memorandum, limited partnership agreement (“LPA”), and subscription agreement (collectively, the “Fund Documents”). We do not vary our investment advice from the terms of the Fund Documents. Additionally, the Documents detail the various investment restrictions that govern the types of investments the Fund may and may not make. In accordance with common industry practice, the General Partner may enter into “side letters” or similar arrangements with certain investors pursuant to which the General Partner grants the investor specific rights, benefits, or privileges that are not made available to investors generally. These arrangements typically clarify any regulatory, informational, and interpretational issues with the Documents, and do not include changes in the financial terms. Assets Under Management As of December 31, 2025, we provide continuous management services for $412,916,586 in client assets on a discretionary basis.

As compensation for investment advisory services rendered to the Funds, Auldbrass receives from the Funds, certain fees, incentive allocations, and other compensation, which are set forth in the LPA. The specific manner in which fees are charged to the Funds is established in the LPA for each Fund. The management fees are charged on a quarterly basis, payable in advance of each calendar quarter and paid directly out of each Fund’s assets or paid directly from the Investor. As more fully described in the Governing Documents, each Fund will bear all expenses in connection with its investment activities and operations, including, but not limited to: (i) legal, accounting, audit, custodial, compliance, consulting and other professional fees relating to services rendered to the Fund that could not reasonably have been rendered by the General Partner; (ii) banking, brokerage, brokerdealer, registration, qualification, finders, depositary or similar fees or commissions; (iii) transfer, capital and other taxes, duties and costs incurred in acquiring, holding, selling or otherwise disposing of Fund assets; (iv) insurance premiums, including officers’ and directors’ insurance, (v) costs of financial statements and other reports to shareholders as well as costs of all governmental returns,

reports and other filings; (vi) costs of meetings of the partners; (vii) interest expenses; and (viii) legal fees and expenses, judgments, fines, damages or costs paid or incurred in prosecuting or defending administrative or legal proceedings brought by or against the Fund or, with respect to its activities on behalf of the Fund, the General Partner or Investment Manager (or paid in any settlement thereof). Certain fees received from portfolio companies or transaction counterparties are offset against management fees where required under fund documents. The additional expenses for which each Fund is responsible are set forth in the applicable LPA.

Methods of Analysis and Investment Strategies Auldbrass seeks to maximize returns for our institutional investors by investing in high quality private equity opportunities primarily through secondary transactions. We seek to gain exposure to concentrated equity positions in private companies with strong sustainable growth and resilience that can be reasonably expected to achieve liquidity in 3 to 5 years.

We acquire secondary interests through both LP interests and GP-led opportunities in middle market buyout, global buyout, and growth equity. We are a hybrid growth secondaries investor and take a rigorous yet practical approach to valuation. Importantly, Auldbrass seeks to only partner with institutional quality managers that produce regular, reliable portfolio information. This allows Auldbrass to analyze the underlying companies and project future growth (or lack thereof), potential exit valuations and cash flow timing to ultimately make informed investment decisions. Risk of Loss Prospective investors should be aware that an investment in the Funds involves a high degree of risk. There can be no assurance that the Funds' investment objectives will be achieved or that a limited partner will receive a return of its capital. In addition, there will be occasions when the general partner and its affiliates may encounter potential conflicts of interest in connection with the Funds. The following considerations should be carefully evaluated before making an investment in the Funds. The following risk factors do not purport to be a complete explanation of all the risks involved in this offering. General Economic Conditions. General economic conditions may affect the Funds’ activities. Interest rates, general levels of economic activity, the price of securities and participation by other investors in the financial markets may affect the value and number of investments made by the Funds’ or considered for prospective investment. Competition for Investments. The activity of identifying, completing and realizing attractive secondary private equity investments is highly competitive and involves a high degree of uncertainty. The Funds’ will encounter competition for investments from other private equity investors having similar investment objectives. The Funds’ will be competing for investments with many other investment vehicles, as well as individuals, financial institutions and other institutional investors. Further, over the past several years, an increasing number of secondary private equity funds have been formed (and many such existing funds have grown substantially in size). Additional investment funds with similar objectives as the Funds’ may be formed in the future by other unrelated parties. Competition for investments may have the effect of reducing the number of suitable investment opportunities available to the Funds’ and increasing the costs associated with the Funds’ investments, thereby reducing the Funds’ investment returns. There can be no assurance that the Funds will be able to locate, complete and exit investments that satisfy the Funds’ rate of return objectives or realize upon their values or that the Funds will be able to invest fully its committed capital. Risk of Limited Number of Investments. The Funds may participate in a limited number of investments and, as a consequence, the aggregate return of the Funds may be substantially adversely affected by the unfavorable performance of a single investment. In addition, investors have no assurance as to the degree of diversification of the Portfolio Investments, either by geographic region, asset type or sector. To the extent the Funds’ Secondary Funds concentrate investments in a particular sponsor, issuer, industry, security or geographic region, its investments will become more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. As a consequence, the aggregate return of the Funds may be adversely affected by the unfavorable performance of, or developments in, one or a small number of investments. Unspecified Use of Proceeds. Limited Partners will not have an opportunity to evaluate for themselves the relevant economic, financial and other information regarding the investments to be made by the Funds and, accordingly, will be dependent upon the judgment and ability of the Investment Adviser in investing and managing the capital of the Funds. No assurance can be given that the Funds will be successful in obtaining suitable investments, or that, if such investments are made, the objectives of the Funds will be achieved.

Portfolio Company Risks. The Portfolio Investments of the Funds may be comprised of direct and indirect interests in portfolio companies that involve a high degree of business or financial risk. The portfolio companies may be start-ups or in an early stage of development, may be distressed or have operating losses or significant variations in operating results and may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence. The portfolio companies may also include companies that are experiencing, or are expected to experience, financial difficulties which may never be overcome. In addition, they may require substantial additional capital to support their operations, to finance expansion or to maintain their competitive position, or may otherwise have a weak financial condition. Portfolio companies may face intense competition, including competition from companies with greater financial resources, more extensive development, manufacturing, marketing and other capabilities and a larger number of qualified managerial and technical personnel. Many portfolio companies may be highly leveraged, which may impair these companies’ ability to finance their future operations and capital needs and which may result in restrictive financial and operating covenants. As a result, these companies’ flexibility to respond to changing business and economic conditions may be limited. In addition, in the event that the company does not perform as anticipated or incurs unanticipated liabilities, high leverage will magnify the adverse effect on the value of the equity of the company and could result in a substantial diminution in or the total loss of an equity investment in the company. Lack of Management and Control by the Funds. As a limited partner in secondary fund investments, the Funds may have limited opportunity to control the day-to-day operation, including investment and disposition decisions, of such underlying investment fund or to protect its position in such investment fund (other than collectively with other investors who may or may not elect to exercise the protection rights afforded to investors as a whole). The general partners of secondary fund investments will generally have sole and absolute discretion in structuring, negotiating and purchasing, financing, monitoring and eventually divesting investments made by such secondary fund investments. As a secondary investor in secondary fund investments, while Auldbrass will undertake due diligence as to the approach taken by such investment funds as to portfolio and risk management, conflicts of interest, environmental, social and corporate governance issues and other relevant matters, Auldbrass will generally not be in a position to change such approach. Similarly, while Auldbrass will typically ascertain what, if any, transaction fees or directors’, advisory, consulting, monitoring, banking or other similar types of fees, the underlying general partners receive from their portfolio companies, as well as the extent to which such fees are offset against the management fees that are earned by the investment advisers, Auldbrass will not be in a position to negotiate the level of any such offset and further will not be responsible for determining whether investment advisers are correctly calculating fees or fee offsets. Rather, it will be the responsibility of the investment advisers and their service providers (including their administrators and auditors) to verify these calculations. Generally, the Funds will not be acquiring interests directly from the issuers thereof, and it is not expected that the Funds will have the opportunity to negotiate the terms of the interests being purchased or any special rights or privileges that may be granted to other investors in such secondary fund investments pursuant to a side letter or other similar agreement. Non-Controlling Investments; Investments with Third Parties. The Funds will generally hold noncontrolling interests in its secondary fund investments and, therefore, may have a limited ability to protect its position in such secondary fund investments (other than by exercise of those limited rights afforded to limited partners). Lack of Coordination Among Investment Decisions of secondary fund investments. Investment decisions of the secondary fund investments are made by such funds’ managers independently of each other. Consequently, at any particular time, a fund manager of a secondary fund investment may

be purchasing interests in an issuer that at the same time are being sold by another secondary fund investment. Investing by the secondary fund investments in this manner could cause the Funds to incur indirectly certain transaction costs without accomplishing any net (or accomplishing only a limited) positive investment result. Access to Information from secondary fund investments. The General Partner and Auldbrass Partners, LP may not always receive full information from secondary fund investments because certain of this information may be considered proprietary by a secondary fund investments. A secondary fund investments’ use of proprietary investment strategies that are not fully disclosed to the General Partner and Auldbrass may involve risks under some market conditions that are not anticipated by the General Partner and Auldbrass. Furthermore, this lack of access to information may make it more difficult for the General Partner and Auldbrass to select and evaluate secondary fund investments. Reliance on the General Partner and Auldbrass Partners, LP. The General Partner and Auldbrass Partners, LP will have exclusive responsibility for the Funds’ activities, and, other than as may be set forth herein and in the Fund Agreement, Limited Partners will not be able to make investment or any other decisions in the management of the Funds. Limited Partners will be relying on the ability of the General Partner and Auldbrass Partners, LP to select the investments to be made using the capital available to the Funds. The success of the Funds will depend in large part upon the skill and expertise of Auldbrass Partners, LP’s’ professionals. The interests of these professionals in the General Partner should tend to discourage them from withdrawing participation in the Funds’ investment activities. However, there can be no assurance that any such professional will continue to be associated with the General Partner or its affiliates throughout the life of the Funds. Borrowings. The Funds may borrow money in order to fund its liquidity needs, including borrowings made to meet its obligations in anticipation of the receipt of capital contributions. The Funds have established a lending facility with a third party lender and may borrow from investment vehicles affiliated with the Funds to provide for these borrowing needs and may pledge its assets to secure any necessary borrowing. Any such borrowings may be secured or unsecured. If a Limited Partner defaults on its obligation to make a capital contribution, the Funds could be exposed to the possibility of a default under a loan unless it can satisfy the amounts owed under the loan through other sources, including additional capital contributions from the non-defaulting Limited Partners. If the borrowings under the loan are secured, in the event of a default, a creditor may foreclose on the assets that secure the loan. Effect of Fees and Expenses on Returns. Each Fund generally (i) pays (or requires its limited partners to pay) its respective general partner and investment adviser or manager certain fees; and (ii) bears certain costs and expenses. Those fees, expenses and costs are in addition to those of the Fund described in Section VII – “Detailed Summary of Fund Terms.” Such fees and expenses are expected to materially reduce the actual returns to Limited Partners, although the impact of such fees and expenses on investment returns may be reduced by time and dollar discounts associated with the initial acquisition of funds acquired through secondary transactions. Fees and expenses of the Funds and secondary fund investments will generally be paid regardless of whether the Funds or the secondary fund investments produce positive investment returns. If the Funds or its secondary fund investments do not produce significant positive investment returns, these fees and expenses could reduce the amount recovered by an investor in the Funds to less than its total capital contributions to the Fund. Risk of Total Loss of Capital. There can be no assurance that (i) the General Partner will be able to choose, make and realize investments on behalf of the Funds in any particular company or portfolio of companies, (ii) the Funds will be able to generate positive returns for its Limited Partners or that any positive returns will be commensurate with the risks of investing in the type of companies and

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We provide investment advisory services solely to private pooled investment funds. Investment advice is provided directly to the Funds, subject to the direction and control of the General Partner of each Fund, and not individually to the investors in each Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds include banks, pension and profit-sharing plans, trusts, limited partnerships, fund-of-funds and limited liability companies. We require that each investor in each Fund be an “accredited investor” as defined in Regulation D under the Securities Act of 1933 or a “qualified purchaser”, within the meaning of 2(a) (51) of the Investment Company Act of 1940, as amended. We also require that each investor in each Fund that is a U.S. resident be a “qualified client” within the meaning of Rule 205-3 of the Investment Advisers Act of 1940, as amended. The Funds have minimum investment requirements. We reserve the right to decrease minimums in our sole discretion.

As more fully described in the Fund Documents, Auldbrass or its affiliates will receive, during the investment period, the excess, if any, of the applicable rate per annum, multiplied by the aggregate capital commitments over the aggregate deemed contribution amounts made by the limited partners during the preceding period. Thereafter, the applicable rate per annum of the aggregate fair market value of the Fund's investments minus the aggregate deemed contribution amounts made by the limited partners during the preceding period. Performance-based fees give rise to instances where the interests of the general partner and its respective members and/or affiliates may potentially or actually conflict with the interests of the Funds and the limited partners. For example, the existence of the special limited partner’s carried interest may create an incentive for the general partner to make riskier or more speculative investments on behalf of the Fund's than would be the case in the absence of this arrangement due to the affiliation between the special limited partner and the general partner. However, the special limited partner’s capital commitment to the Funds and the special limited partner clawback should somewhat reduce this incentive. In addition, upon the winding-up of each Fund, the special limited partner may receive carried interest distributions with respect to a distribution in-kind of non-marketable securities.

Arrangements with Affiliated Entities Auldbrass, a Delaware limited partnership, is an investment adviser registered with the SEC. We act as investment adviser to the Funds, and the general partner of each Fund is our affiliate.

Personal Trading Description of Our Code of Ethics We have adopted a Code of Ethics for all employees of the firm describing our high standard of business conduct, and our fiduciary duties. The Code of Ethics ("Code") includes provisions relating to the confidentiality of client information, a prohibition on insider trading, personal securities trading procedures, outside business activities, and political contributions, among other things. All employees are expected to adhere strictly to the Code. At least annually, our employees must certify their receipt, understanding and compliance with our Code of Ethics. Investors or prospective investors may obtain a copy of our Code of Ethics by contacting us at the telephone number on the cover page of this brochure. Participation or Interest in Client Transactions Neither our firm nor any persons associated with our firm has any material financial interest in client transactions beyond the provision of investment advisory services as disclosed in this brochure.

The investments made by the Funds ordinarily do not require the use of a broker-dealer. We do not take the availability of soft dollars into consideration as it is our policy not to accept research or services in exchange for soft dollars.

We do not receive any compensation from any third party in connection with providing investment advice to you. In circumstances where a Fund engages placement agents for fundraising and pays placement fees, such fees are disclosed and, where applicable as described in the respective Fund’s LPA, offset against management fees.

We are required to disclose the facts of any legal or disciplinary events that are material to a client's evaluation of our advisory business or the integrity of our management. We do not have any required disclosures under this item.

Auldbrass closely monitors the investment portfolio of the Funds. Our professionals continually review and analyze existing investments to attempt to identify issues early on and to take action when necessary. Auldbrass professionals meet periodically to update each other on such investments and related matters. We provide the following reports to investors in the Funds including: On an annual basis: • •

Audited financial statements; Tax information necessary for the completion of tax returns; and

On a quarterly basis: • •

Capital account summary; and Fund and portfolio overviews.

Auldbrass may be deemed to have custody of the assets of the Private Funds as a result of its and the General Partner’s authority over the respective Fund. It is Auldbrass policy to cause each fund to be audited annually by an independent public accounting firm registered with and subject to regular inspection by the PCAOB in accordance with Rule 206(4)-2 under the Investment Advisers Act of 1940. Auldbrass shall use commercially reasonable efforts to deliver to investors audited financial statements, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), within one hundred twenty (120) days following the end of each fiscal year. In addition, upon the final liquidation of the Fund, Auldbrass will obtain a final audit and distribute audited financial statements prepared in accordance with GAAP with respect to the Fund to all investors promptly after completion of the audit.

Auldbrass provides investment advisory services to the Private Funds pursuant to each Fund's governing documents. Investment advice is provided by Auldbrass directly to each Fund, subject to the direction and control of the affiliated General Partner of each fund. Any restrictions on investments in certain types of securities are established by the General Partner of each Fund, and are set forth in the Fund Governing Documents received by each investor prior to investment in the Private Funds.

The securities evidencing the private investments made by each Fund are not typically the subject of proxies. A copy of Auldbrass’ proxy voting policies and procedures and how Auldbrass voted is available to Limited Partners or prospective Limited Partners upon request made to the Chief Compliance Officer by calling the telephone number listed on the cover page of this brochure.

We have not filed a bankruptcy petition at any time in the past ten years.